airasia Dine-In T&Cs and Policies

[August 2023 version]

Cancellation and Refund

1. Cancellation from Customer

1.1

Cancellation Request

Customers are allowed to cancel and eligible for refund only if the cancellation was raised at least 24 hours in advance of the reservation time. Any cancellation and refund request made within 24 hours before the reservation time will not be accepted or refunded, except for the following reasons:

Restaurant is closed permanently.
Restaurant rejected the Voucher Deals or Reservation.
Restaurant can not be found on the address stated on the platform.

and subject to the satisfaction of the following conditions:

Customers provide valid evidence that shows the circumstances.
Circumstances confirmed by the merchant.
Cancellation and/or refund request made through Customer Support.

1.2

Change of Date/Time or Wrong Orders

In the event Customers wish to change the date/time of the reservation or customer making wrong orders, customers should raise cancellation requests at least 24-hours before reservation time through customer support and create new orders.

1.3

Late Arrival

Customers can contact the merchant directly to inform them about their late arrival. The restaurant reserves the right to accept or reject the Customer's request for a revised arrival time, based on their availability and operational considerations. Either the merchant agreed to stretch the reservation time or not, the customer's reservation will be considered completed 1 hour after reservation time and the customer not eligible for refund. In other ways, customers are still able to use the Dine-in Vouchers for takeaway services prior to the same day of the merchant operations hour on the reservation date.

2. Cancellation from airasia food

Airasia food shall be authorized to cancel any reservations in the following circumstances:

2.1

Closure of Food Operator

The Food Operator is responsible for ensuring their store status on the Food Operator Portal is reflected as “closed” when not in operation e.g.: Public Holidays, Food Operator off days/holidays.
Food Operators should seek advice immediately from the respective airasia food Account Manager or Customer Support if the store needs to be closed on the airasia food platform and the Food Operator is unable to do so or has omitted from doing so on the Food Operator Portal.
Customers will be notified of the cancellation and be refunded.

2.2

Food Operator’s Failure in making reservation

If the Food Operator is unable to make any reservation due to numerous reasons, including but not limited to; tables are full or the Food Operator was not aware of the order, the Food Operator shall get in touch with the airasia food Account Manager or Customer Support to cancel the order as soon as possible and prior to an arrival of the Customers.
Immediately after notifying the airasia food Account Manager or Customer Support on the cancellation, the Food Operator shall update the status of their items on the Food Operator Portal or the status of the store accordingly.
Customers will be notified of the cancellation and be refunded.

2.3

Food Operator Portal, Platform or Delivery Portal (“System”) Glitch

In the event that there is a glitch in the System and the booking could not be reserved, the cancellation will be initiated by airasia food.
Customers will be notified of the cancellation and be refunded the full amount paid for the orders.

3. Cancellation from Food Operators

3.1

Should the Food Operator not select the auto-accept option, Food Operator reserves the right to accept or reject the reservation within 30 (thirty)minutes effective from the booking or transaction is created. If the Food Operator does not confirm or reject the reservation within this timeframe, the system will automatically accept the reservation on behalf of the Food Operator.

3.2

Food Operator shall ensure seat or table availability at the scheduled reservation time. In the event of Food Operators failing to reserve the seat to customer at the reservation time, upon the customer request, the Company will fully refund the purchased voucher to customer.

General Terms and Conditions of airasia Dine-In Voucher Services Agreement

1. Introduction

1.1

This General Terms and Conditions of airasia Dine-In Voucher Service Agreement is a binding agreement between you as the restaurant owner or manager or operator of a or several food establishment(s) as detailed in the Food Operator Registration Form (hereinafter defined) (“Food Operator”) and AirAsia MOVE (Thailand) Company Limited (Company Registration No. 0105561066969) (hereinafter referred to as “Company”, “we”, “us” or “our”, as the case may be). The Company and the Food Operator shall be collectively referred to as the “Parties” and individually as “Party”. This General Terms and Conditions of airasia Dine-In Voucher Service Agreement is to be read together and shall be legally binding on the Parties, with the Food Operator Registration Form, our Terms of Use, Privacy Statement and other rules, policies, guidelines, codes of conduct, procedures, regulations and/or any other documents as published on the Platform from time to time or as provided by the Company to you as a Food Operator (collectively referred to as the “Agreement”).

1.2

The Company owns and operates a web based and mobile application-based platform under the brand ‘AirAsia MOVE’ (“Platform”) that enables our Customers (hereinafter defined) to:

search for Premises registered on the Platform,
purchase vouchers and/or make reservations for dining in at the Food Establishment (hereinafter referred to as “Dine-In Voucher”);
purchase discounted dining vouchers (“Cash Voucher”); and/or
pre-order discounted food and drinks available for dine-in (“Pre-booked Meals”).

1.3

By agreeing to this Agreement and thereby subscribing to use the Food Operator Portal (as defined herein), the Food Operator agrees to enable the Company to:

sell Dine-In Voucher to the Customers; and/or
sell Cash Vouchers to the Customers; and/or
sell Pre-booked Meals to the Customers.

1.4

Through the Food Operator Portal, the Company and/or its Affiliates offer certain proprietary technology services that facilitate the marketing, sale and fulfilment of Cash Voucher, Pre-booked Meals and Dine-In Voucher, including payment processing, marketing, advertising and promotional services, Food Operators’ on-boarding, operational and other support services (such as handling of customers complaints and enquiries, refund services, etc.) (“Company Services”).

1.5

To facilitate the fulfilment of reservation made by the Customers through the Platform, we will make available to the Food Operator the Food Operator Portal (hereinafter defined).

1.6

This Agreement governs and regulates your engagement with us as a Food Operator on the Food Operator Portal. Please read and understand this Agreement carefully before continuing to use the Food Operator Portal as it contains important information regarding your legal obligations, rights and remedies.

1.7

All defined terms within this Agreement shall have the meanings prescribed in Clause 26 (Definition and Interpretation) below.

1.8

These terms and conditions are translated from English. In the event of inconsistencies between these terms and conditions and the translated versions, the English version shall always prevail.

2. Consent

2.1

By registering and maintaining an account with us, by clicking a box indicating acceptance of the terms and conditions of the Agreement or clicking "sign in/login" or "create account", and/or by entering into, connecting to and accessing to or using the Food Operator Portal, you:

acknowledge that you have read and understood this Agreement;
represent that you are of legal age or duly incorporated in accordance to the laws of the local jurisdiction for the purposes of entering into a binding agreement; and
accept this Agreement and agree that you are legally bound by its terms.

2.2

We reserve the right, in our sole and absolute discretion, to modify, vary, amend, change and/or update this Agreement at any time as we deem fit and with reasonable notice to you (for example, by posting an update on the Food Operator Portal or by emailing the updated Agreement to you), and which shall be effective upon the posting of an updated version of the Agreement on the Food Operator Portal. You agree that it shall be your responsibility to review this Agreement regularly to ensure your understanding of this Agreement is current and you understand the terms and conditions that apply to your connection and access to, and use of, the Food Operator Portal.

2.3

Your non-termination, continued access to or use of the Food Operator Portal after the effective date of any modifications, variations, amendments, changes and/or updates constitutes your acceptance of, and agreement to be bound by, the revised Agreement.

2.4

If you do not agree to this Agreement or with any subsequent modifications, variations, amendments, changes and/or updates, you may give notice to the Company to terminate this Agreement and you must not connect to, access or use the Food Operator Portal.

3. Representations, Identification and Authorisation of Food Operator Account

3.1

In order to access the Food Operator Portal as a Food Operator, you have to create and sign up for an account (the “Food Operator Account”) on the Food Operator Portal. You may only register one Food Operator Account on the Food Operator Portal.

3.2

You may register one (1) or more outlets in the Food Operator Portal. All outlets registered in the Food Operator Portal are subject to the terms and conditions set out in this Agreement. The Food Operator shall be responsible for and liable towards the action or omissions in the respective outlet(s), whether such outlet is directly or indirectly managed or connected to the Food Operator.

3.3

You confirm that all the personal data and contact details submitted during the registration process or thereafter throughout the continuation of the use of the Food Operator Portal are accurate, up to date, not misleading and complete at all times.

3.4

If the Company has reason(s) to believe that the Food Operator Account’s information is untrue, inaccurate, out of date, misleading or incomplete, the Company reserves the right, in our sole and absolute discretion, to suspend or terminate your Food Operator Account, cancel any transactions associated with your Food Operator Account, temporarily withhold any Total Revenue, or take any other actions as the Company may deem necessary or appropriate in our sole discretion by giving you a notice in writing along with reasons, where applicable, to the email address maintained in the Food Operator Account.

3.5

You agree to provide us with all required documentation or information upon request for us to comply with our internal policies, any applicable laws or guidelines or for any other reason as we may consider necessary or desirable from time to time.

3.6

By accessing and using the Food Operator Portal, you agree that":

you will comply with the terms of this Agreement, including the Terms of Use and Privacy Statement, as updated from time to time;
you will only use the Food Operator Portal for lawful purposes, in compliance with all relevant legislations and for the purpose for which it is intended to be used;
you will not permit or enable third parties to access or use your Food Operator Account, other than your authorised employees, officers or agents;
you will not assign, transfer or otherwise render accessible your Food Operator Account to any other person, except with the express permission of the Company;
you will not use the Food Operator Account of a third party;
you will not use the Food Operator Portal to cause annoyance or disruption to other users;
you will provide the Company with proof of identity as the Company may reasonably request or require.

3.7

By using the Food Operator Portal, you represent and warrant that you have the right, authority and capacity to use the Food Operator Portal, and you agree to be bound by this Agreement.

3.8

A set of user ID and password is unique to a Food Operator Account, and you should take all necessary steps to ensure that your user ID and password for the Food Operator Account are kept confidential and secure at all times from third parties. You should inform us immediately if you have any reason to believe that your user ID or password for the Food Operator Account is being, or is likely to be, used in an unauthorised manner. If we have reason to believe that there is likely to be a breach of security, unauthorised use or misuse of your Food Operator Account, we may require you to change your password to your Food Operator Account or we may suspend your Food Operator Account pending investigation.

3.9

You are responsible for all activities that occur under your Food Operator Account regardless of whether you are the one who undertakes such activities. This includes any unauthorised access and/or use of the Food Operator Account. You shall indemnify the Company, our affiliates, directors, employees, agents and representatives against any losses or damages (including but not limited to loss of profits) suffered as a result of or in connection with the use or misuse of your Food Operator Account. You further agree that in case of your failure to maintain the security of your Food Operator Account, the Company shall not be liable for any losses or damages arising from such a breach and shall have the right to suspend or terminate your Food Operator Account and/or take any other actions as we may deem necessary or appropriate in our sole discretion.

3.10

Without prejudice to any other rights or remedies available to the Company, the Company reserves the right to suspend, block or deny your access to your Food Operator Account, or any services or features available on the Food Operator Portal in the event:

the Company deems, in its sole discretion, that you have violated any term of this Agreement or any other agreement, rule, policy, code of conduct, procedure and/or regulation published on the Food Operator Portal;
you are found or alleged to be in breach of any applicable laws, rules, regulations or government guidelines as issues by the relevant governmental authorities from time to time;
you are found to provide inaccurate information or fail to update information pertaining to registration documents, Licenses;
during the period of investigation in respect of any dispute or complaint made by Customers against you;
you owe any money to the Company;
this Agreement is terminated for any reason whatsoever; and/or
the Company deems reasonable in its sole discretion.

4. Intellectual Property Rights

4.1

Save for the Food Operator Material, we, our affiliates and/or our licensors have valid, unrestricted and exclusive rights, title and interest of the Intellectual Property Rights on the Platform, the Food Operator Portal and the Content. By allowing you to access and use the Food Operator Portal, the Company does not grant you any licence or other authorisation in respect of our Intellectual Property Rights and the Content.

4.2

Subject to your complete and ongoing compliance with all the terms and conditions of this Agreement, the Company hereby grants to you a limited, personal, restricted, non-exclusive, non-transferable, non-sub-licensable and revocable license, subject to this Agreement, to access and use the Food Operator Portal in accordance with this Agreement. Such license shall terminate upon the termination of your Food Operator Account and this Agreement.

4.3

Your use of and access to the Food Operator Portal does not grant or transfer to you any rights, title or interest in relation to the Platform, Food Operator Portal and/or the Content. You must not:

copy or use, in whole or in part, any Content;
reproduce, retransmit, distribute, disseminate, sell, resell, publish, broadcast or circulate any Content to any third party, unless otherwise indicated on the Platform or Food Operator Portal or unless given express written permission to do so by the Company;
breach any Intellectual Property Rights connected with the Platform, Food Operator Portal or the Content, including (without limitation) altering or modifying any of the Content, causing any of the Content to be framed or embedded in another website or platform, or creating derivative works from the Content; and
use the Platform and/or Food Operator Portal to build a competitive product or service, build a product using similar ideas, features, functions or graphics as the Platform and/or the Food Operator Portal, copy any ideas, features, functions or graphics of the Platform and the Food Operator Portal.

4.4

You acknowledge and agree that all uses of the Company’s Intellectual Property Rights shall be in the form and format specified or approved by the Company.

4.5

The Company reserves the right to change the availability of any feature, function, or content relating to the Platform and Food Operator Portal, at any time, without notice or liability.

5. Food Operator Material

5.1

You hereby grant to us and our affiliates, licensees and sub-licensees, without compensation to you or others, a royalty-free, fully paid-up, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license (including the right to sublicense through multiple tiers) to use, copy, modify, create derivative works of, display, perform, publish, reproduce, publicly display and distribute, in any form, medium or manner, the Food Operator Material where we deem fit and necessary for providing the Company Services to you.

5.2

You have sole responsibility for the accuracy, appropriateness and completeness of all Food Operator Material. The Company will treat the Food Operator Material that you have provided through the Food Operator Portal as true for all purposes and shall not be responsible for reviewing, validating or otherwise confirming the accuracy, appropriateness or completeness of the Food Operator Material.

5.3

By posting, uploading, or submitting the Food Operator Material on the Platform and Food Operator Portal, you represent and warrant to us that you have the ownership rights, or you have obtained all necessary Licenses or permissions from any relevant parties, to use the Food Operator Material in this manner. This includes obtaining the right to grant us the rights to use the Food Operator Material in accordance with this Agreement.

5.4

All Food Operator Material shall include all text, disclaimers, warnings, notices, labels or other indications required by law to be displayed in connection with the offer of Dine-In Voucher Service, merchandising, advertising or sale of Cash Voucher and Pre-booked Meals, and may not contain any sexually explicit, defamatory or obscene materials or otherwise illegal or prohibited materials.

5.5

The Company has no obligation to verify the accuracy, completeness and legality of Food Operator Material. We reserve the right to remove the Food Operator Material, in whole or in part, submitted by you for any reason at our sole discretion without notice to you. We do not guarantee that we will publish all of the Food Operator Material and we reserve the right to determine the use and placement of Food Operator Materials, taking into consideration the structure, appearance, design, functionality and all other aspects of the Platform and the Company Services.

5.6

The Food Operator agrees that the Company or its affiliates may remove Food Operator Material from the Platform or Food Operator Portal if the Company or its affiliates receive notice or otherwise reasonably believe that such Food Operator Material may infringe, misappropriate, or otherwise violate any intellectual property or other proprietary rights of third parties and the Company may provide a written notice to the Food Operator.

6. Food Operator’s Representations and Warranties

6.1

The Food Operator represents and warrants to the Company that the warranties set out in this Clause are true and accurate in all respects and not misleading in any respect as at the date of acceptance of this Agreement and shall be true, accurate and not misleading throughout the subsistence of this Agreement:

it has the full capacity, power and authority to enter into, deliver and carry out the provisions of this Agreement;
neither the acceptance and delivery of this Agreement nor the consummation or performance of its obligations under this Agreement will result in a breach of any other agreement to which it is a party;
it is not in default of any agreement to which it is bound which may materially and adversely affect its financial condition or its ability to perform any obligations under this Agreement nor are there any actions, proceedings, claims, litigation or arbitration pending or threatened against it which may have a similar or analogous effect;
each person who represents and binds it to this Agreement is authorised to so represent and bind it; and
it has carried on its business in accordance with all applicable laws and has obtained Licenses necessary for the carrying on of its businesses as now carried on, including but not limited to business license and halal license (if required).

6.2

In the event any of these representations and warranties become untrue, inaccurate or misleading, the Food Operator shall provide immediate notification to the Company no later than 24 hours of such representations and warranties becoming untrue, inaccurate or misleading.

7. Food Operator’s Covenants and Undertakings

7.1

The Food Operator covenants and undertakes to the Company that it shall:

provide all documents and information reasonably requested by the Company, including evidence of the Dine-In Voucher which have been attended by the Customers, Cash Vouchers and Pre-booked Meals fulfilled by the Food Operator, and shall ensure that all information provided to the Company are true, complete, accurate and not misleading at all times;
not engage in any fraudulent, misleading or deceptive conduct, and shall ensure that all transactions carried out by it shall be legal and in compliance with all applicable laws;
perform its obligations under this Agreement at all times in a competent, professional and business-like manner, within established industry standards, practices and principles;
comply with all applicable laws, rules and regulations, including maintaining all necessary Licenses, consents, approvals, permits, authorisations and registrations, relating to its business and the offering of Dine-In Voucher Service, Cash Vouchers and Pre-booked Meals on the Platform;
participate in the use of any optional or new features, products, projects or functions provided or introduced by the Company on the Platform and Food Operator Portal from time to time; and
use the Platforms only for lawful purposes and for the purposes for which it is intended to be used, and will not impair or circumvent the proper operation of the network on which the Platform and Food Operator Portal operate.

7.2

In relation to the business and outlet(s) of Food Operator, Food Operator covenants and undertakes to the Company that it shall:

provide the Company with at least one (1) month written notification prior to the date of cessation of business of the Food Operator, or any of its outlet; and
provide the Company with at least fourteen (14) calendar days written notification prior to the date of suspension of business of Food Operator, or any of its outlets, whether for renovation, refurbishment, temporary suspension of business or otherwise.

7.3

Where there is any change of branding or owner of Food Operator, Food Operator covenants and undertakes to the Company that it shall:

provide the Company with at least fourteen (14) calendar days written notification prior to any change to the branding of Food Operator; and
promptly notify the Company where there is any change to the owner, management or principal operator of the Food Operator and in any event, no later than five (5) calendar days from the date of such change.

8. Access to the Platform and Food Operator Portal in relation to the Dine-In Voucher Service, Cash Voucher and Pre-booked Meals

8.1

The Food Operator shall manage the Dine-In Voucher, fulfilment of Cash Voucher and Pre-booked Meals via the Food Operator Portal. The Food Operator shall ensure that it has the appropriate Food Operator Device.

8.2

It is the Food Operator’s responsibility to check and ensure that a compatible version of the web browser or mobile operating system is downloaded to the Food Operator Device to access the Food Operator Portal. The Company is not liable if the Food Operator does not have a compatible device or if the Food Operator does not have a compatible version of the web browser or mobile operating system on the Food Operator Device(s).

8.3

The Food Operator is solely responsible for:

the procurement and use of the Food Operator Devices including but not limited to the purchase of the Food Operator Devices itself, whichever applicable; and
having in place an appropriate internet and mobile plan and for any fees charged by Food Operator’s telecommunications service provider, such as telephone, SMS and internet data fees.

8.4

If a Food Operator Device is lost, stolen, broken and/or no longer in Food Operator’s possession, and this exposes Food Operator Account information to someone else or otherwise affects the Company’s or any third party providers’ legal rights and/or remedies, Food Operator must immediately notify the Company and follow the procedures notified by the Company.

8.5

We may use third party software and Application Programming Interface (“API”) when providing the Company Services. We do not guarantee the reliability of such third party software or APIs. You agree that we are not liable for any loss or damage whatsoever incurred or suffered by you arising out of our use of such third party software or APIs.

9. Food Operator Platform

9.1

Subject to acceptance by the Company, the Food Operator may request for the integration of the platform owned by Food Operator (“Food Operator Platform”) to the Food Operator Portal in order for a real time update of the reservations, sale of Cash Voucher and Pre-booked Meals on the Platform. By virtue of integrating your Food Operator Platform to the Food Operator Portal, you hereby grant the Company the right, during the Term, to embed your Food Operator Platform to the Food Operator Portal. In the event permission is required from a third party for such integration (e.g., your hosting provider, webmaster, etc.), you will obtain such permission. All costs associated with the integration of the Food Operator Platform to the Food Operator Portal will be borne by you. You will be responsible for any loss or damages suffered by the Company as a result of the integration and agree to indemnify the Company against any claims brought by a third party due to or arising out of the integration.

9.2

Food Operator acknowledges that your relationship with the Company is that of an independent individual or entity and not an employee, agent, joint venturer or partner of the Company. The Company does not direct or control your services and you understand that you have complete discretion whether and when to provide Dine-In Voucher Service, Cash Voucher, Pre-booked Meals and on what additional terms to offer them. For avoidance of doubt, the contractual relationship for the Dine-In Voucher Service, fulfilment of Cash Voucher and Pre-booked Meals is between the Customers and the Food Operator, and not the Company.

9.3

The Food Operator acknowledges and agrees that the Company shall have any title or be liable to any risk arising from the Food Operator’s products or services at all times.

10. Listing Information

10.1

For the purpose of providing reservation service and listing of Dine-In Voucher, Cash Voucher and Pre-booked Meals for purchase on the Platform, the Food Operator shall be responsible to upload all information required through the Food Operator Portal for publishing on the Platform, including but not limited to the calendar availability of the Premises for reservation by the Customer, restaurant / food establishment seating inventory, operating hours, details of Food Operator’s outlet(s), menu, any rules, requirements or restrictions that apply to the Customers for the purpose of Dine-In Voucher Service, Cash Voucher and Pre-booked Meals availability (“Listing Information”).

10.2

The Company shall not be liable for any failure by the Food Operator to provide false, inaccurate or updated Listing Information through the Food Operator Portal.

10.3

Upon the Listing Information being updated on the Food Operator Portal, such updated Listing Information will be automatically updated and reflected on the Platform. In the event of the Company’s failure to automatically update the Listing Information, the Food Operator shall:

not hold the Company liable for its delay in updating the Listing Information and Food Operator; and
honour all Dine-In Voucher, Cash Vouchers or Pre-booked Meals purchased by Customers based on the information on the Listing Information as displayed on the Platform.

10.4

In the event Food Operator fails to update the Food Operator Portal of its change of Listing Information and a Dine-In Voucher, a Cash Voucher or Pre-booked Meal is purchased by Customer based on the Listing Information as displayed on the Platform, the Food Operator undertakes to honour all Dine-In Voucher, Cash Vouchers or Pre-booked Meals purchased by Customers based on the information on the Listing Information as displayed on the Platform. Notwithstanding the foregoing, the Food Operator will not be responsible if the failure to reflect the updated Listing Information was due to technical error on the Platform arising from the Company’s fault.

10.5

If you offer products and/or services that is deemed to be in violation of this Agreement on the Platform or contain (or may contain) any dangerous substance or substance prohibited by laws, the Company may, in its sole discretion, immediately remove your Listing Information, terminate your Food Operator Account, withhold payment against you or take any action as we shall deem necessary and appropriate.

10.6

The Food Operator shall immediately update its Listing Information in the Food Operator Portal if there is any change to Food Operator’s business and Licenses.

11. Company Services

11.1

Dine-In Voucher and Reservation Service

11.1.1

The Food Operator covenants and undertakes to the Company’s that it shall:

ensure the Listing Information (hereinafter defined) are up-to-date and accurate at all times;
ensure the sufficiency of seat inventory available for reservation through the Platform at all times. Where any seat inventory are unavailable, remove the relevant seat inventory on the listing immediately upon knowledge;
respond promptly to all Dine-In Vouchers received through Food Operator Portal by accepting or rejecting the Reservations; and
honour and fulfil all accepted Dine-In Vouchers in accordance with any supplemental terms and conditions specified in your listing. Any supplemental terms and conditions that you include must: (i) be consistent with this Agreement, and the information provided in your listing, and (ii) be prominently disclosed in your listing description, in accordance with applicable laws and regulations;
report to the Company via the Food Operator Portal in the event that a Customer has not honoured any reservation booked through Platform, including but not limited to “no-show”, different number of dining persons, etc. The Food Operator must report the discrepancy(ies) via the Food Operator Portal within 48 hours after the lapse of the dining date of the reservation. Otherwise, the reservation will be deemed as well fulfilled;
liaise with the Customer who may contact the Food Operator directly to amend the time and date of the reservation in the event that the Customer wishes to make such amendment is made less than 24 (twenty-four) hours prior to the reservation time. In any event, the reservation will be deemed as well fulfilled.

11.1.2

It shall be the Food Operator’s responsibility to closely monitor Dine-In Voucher accepted via the Food Operator Portal, and to fulfil the reservation.

11.1.3

Upon any non-compliance of Clause 11.1.1 by the Food Operator, the Company may, in its sole and absolute discretion, immediately remove your listings, suspend or terminate your Food Operator Account or take any action as we shall deem necessary and appropriate, including but not limited to the Company withholding payment.

11.1.4

Without prejudice to the Company’s other rights and remedies, the Company may suspend the processing of any transaction where it reasonably believes that the transaction may be fraudulent, illegal or may involve any criminal activity or where it reasonably believes Food Operator is in breach of this Agreement or any other agreement, rule, policy, code of conduct, procedure and/or regulation published on the Platform. In such an event, the Food Operator shall not hold the Company liable for any withholding of, delay in, suspension of, or cancellation of, any payment to the Food Operator.

11.2

Cash Voucher

11.2.1

In connection with the provision of Dine-In Voucher and Reservation Service, the Company may, on behalf of the Food Operator, enlist Cash Voucher on the Platform for the Customer to purchase. The Customer shall be able offset the Cash Voucher purchased on the Platform against the entire bill value including VAT and any applicable service charges upon presentation of the Cash Voucher to the Food Operator.

11.2.2

The Food Operator covenants and undertakes to the Company that it shall honour all valid and eligible Cash Voucher presented by Customer upon fulfilment of the Reservation.

11.3

Pre-booked Meals

11.3.1

In connection with the provision of Dine-In Voucher and Reservation Service, the Food Operator may offer the sale of Pre-booked Meals to the Customers, wherein the Customers shall be able to redeem the Pre-booked Meals during the fulfilment of the Dine-In Voucher.

11.3.2

The Food Operator covenants and undertakes to the Company that it shall:

honour and deliver all Pre-booked Meals successfully purchased by the Customer upon fulfilment of the Dine-In Voucher with reasonable care, including ensuring that Pre-booked Meals are appropriately prepared, handled and in accordance with applicable laws and regulations;
ensure that all Pre-booked Meals are of high quality and prepared in a hygiene manner, fit for their purpose, and comply with the descriptions and specifications of Pre-booked Meals provided by Food Operator and displayed on the Platform;
make Pre-booked Meals available for ordering through the Platform during its normal business hours and ensure the details and availability of the Pre-booked Meals on the Listing Information are accurate and up-to-date. In the event, the Pre-booked Meals are unavailable, the Food Operator shall seek assistance from the Company to remove the unavailable Pre-booked Meals on the Listing Information immediately upon knowledge;
ensure continuous possession of the required approval or License for the sale of Pre-booked Meals listed on the Platform;
agree that it will not list Alcohol on the Food Operator Portal for sale to Customers;
ensure it has sufficient inventory of all Pre-booked Meals listed on the Platform at all times; and
maintain and keep updated its own records of Pre-booked Meals purchased by Customers.

Promotional, Marketing and Advertising Activities

12.1

The Company and its affiliates may showcase the availability of Food Operator’s Dine-In Voucher, Cash Voucher and Pre-booked Meals via the Platform through various promotional activities (for example through social media channels, websites, advertisements, or blogs).

12.2

The Company or a party designated by the Company, may take video and still images for marketing and other efforts related to the Platform (“ Company Photographs”). The Food Operator agrees that the Company Photographs (including all intellectual property rights therein) are and will remain the sole and exclusive property of the Company or its affiliates.

12.3

Additionally, where requested by the Company, the Food Operator shall provide videos, still images or other materials to the Company or its affiliates for use in connection with the display of the Food Operator’s Dine-In Voucheron the Platform or the marketing and promotion of the brand Company’s brand or the brand associated with the Company Services and the availability of Food Operator’s Dine-In Voucher, Cash Vouchers and Pre-booked Meals via Platform.

12.4

The Food Operator shall, from time to time, as and when required by the Company:

participate in platform-wide promotions, discounts or special deals as announced or updated by the Company on the Platform, the costs of which shall be fully funded by the Company and reimbursed to Food Operator (where applicable);
carry out, at its own costs, online promotional, marketing and advertising activities to promote and encourage existing or potential Customers, or the general public to use the Platform;
to carry out joint promotional, marketing and advertising activities with the Company to promote and encourage existing or potential Customers, or the general public to use the Platform;
distribute promotional, marketing and advertising materials provided by the Company effectively and efficiently, such as flyers, brochures, leaflets, coupons and vouchers, without any charge to the Company; and
display promotional, marketing and advertising materials provided by the Company from time to time at its business premises, without any charge to the Company.

12.5

Notwithstanding the above, Food Operator may, at its own costs, either solely or jointly with the Company, and at all times subject to the Company’s written approval, implement its own promotions, discounts or special deals in respect of the Dine-In Voucher, Cash Voucher and Pre-booked Meals on the Platform.

12.6

Notwithstanding anything to the contrary in this Agreement, the Food Operator acknowledges and agrees that the Food Operator will not be able to terminate the Agreement while a promotion is live or on-going.

12.7

In carrying out any promotional, marketing or advertising activities, the Food Operator shall not issue any press release or announcement or otherwise refer to the Company in any manner with respect to this Agreement or otherwise, without the prior written consent of the Company.

13. The Company’s Responsibilities and Obligations

13.1

Subject to the Food Operator’s compliance with all its duties, covenants, stipulations and obligations under this Agreement on its part to be performed and fulfilled, the Company shall make the Food Operator Portal available to the Food Operator to facilitate:

the saleof Dine-In Voucher from Food Operator; and
the sale of Cash Voucher and Pre-booked Meals to the Customer in connection with the fulfilment of Dine-In Voucher.

13.2

For the avoidance of doubt, as between the Food Operator and the Company, the Company will retain sole and absolute control over the Platform and Food Operator Portal (and all elements of the user experience and user interface relating to the Platform), including with respect to: (i) the personalisation of the Platform; (ii) the prioritisation and display of Food Operators available to Customers for the Dine-In Voucher Service, Cash Voucher and Pre-booked Meals; (iii) the search functionality and results provided to the Customers; (iv) the booking charges charged to Customers for the provision of reservation service; and (v) adding, removing or otherwise modifying any feature or functionality made available through the Platform to optimise reliability or efficiency on the Platform.

14. Fees

14.1

Cash Voucher

The value of the Cash Voucher offered on the Platform will be determined and fixed by the Food Operator on the Food Operator Portal (“Cash Voucher Value”).
The Food Operator hereby authorises the Company to collect all payments from the Customer for the purchase of the Cash Voucher and all Taxes applicable in the sale of the Cash Voucher.
Any request for the sale of a new Cash Voucher or changes to the Cash Voucher Value shall be requested in writing by the Food Operator to the Company seven (7) days prior to the said change. Should the Company disagree to the Cash Voucher Value changes, the Company shall have the option to notify the Food Operator in writing of its disagreement and the Parties shall work together in resolving such disagreement amicably.
The Food Operator shall honour the Cash Voucher purchased by the Customer on the Platform by offsetting the Cash Voucher Value against the Customer’s actual bill issued by the Food Operator at the time of Dine-In Voucher fulfilment by the Food Operator.

14.2

Pre-booked Meals

The price for each Pre-booked Meal on the Food Operator’s menu uploaded onto the Food Operator Portal will be mutually determined and fixed by the Food Operator and the Company (“Retail Price”).
The Food Operator hereby authorises the Company to collect payment of the Retail Price and all applicable Taxes of Pre-booked Meals sold by the Food Operator on the Platform.
The Food Operator shall honour the Retail Price quoted to the Customer on the Platform at the time the order is placed by the Customers.
The Food Operator further agrees that it shall not make a Pre-booked Meal available on the Platform at a price higher than the amount the Food Operator is charging for similar Pre-booked Meal through any comparable platform.
Subject to sub-clause (c) above, the Food Operator has the right to modify or adjust the Retail Price from time to time, subject to a request in writing by the Food Operator to the Company seven (7) days prior to the said change.

14.3

Transaction Fee

In consideration of the listing of the Cash Voucher and Pre-booked Meals by the Food Operator on the Platform, the Company shall charge the Food Operator a fee as set out in the Food Operator Registration Form, for all successful transactions completed via all payment methods available on the Platform (“Transaction Fee”). The Transaction Fee is borne by the Food Operator, and is calculated at such rate as shall be notified by the Company to the Food Operator, and as reflected in the Food Operator Portal. For the purposes of clarification, the Food Operator shall be responsible to pay the Company a Transaction Fee for successful transactions completed by all outlets registered in the Food Operator Portal.
The Company may change the Transaction Fee from time to time at its sole discretion. Any changes to the Transaction Fee shall be notified in writing by the Company to the Food Operator seven (7) days prior to the said change. Should the Food Operator disagree to the Transaction Fee changes, the Food Operator shall have the option to remove its Cash Voucher and/or Pre-Booked Meals from the Food Operator Portal and shall notify the Company in writing of its disagreement.

14.4

Remittance to Food Operator

The Food Operator agrees that it has and shall maintain a local currency account with an account with a local bank, and shall provide complete, accurate and up-to-date details of its bank account to the Company. For security purposes, bank accounts linked to the Food Operator Portal and will be subject to verification and authorisation checks by us from time to time.
Following the successful redemption of Dine-In Voucher, Cash Voucher or Pre-booked Meals, we shall remit to the Food Operator the Total Revenue to the Food Operator’s bank account on record on a weekly basis. The Company will issue receipts or tax invoices for the Tax amount paid by the Food Operator upon request only.
All Total Revenue that is duly owed to the Food Operator will be remitted to the Food Operator within one (1) Business Day after the transaction date or when the reservation is completed, or within other period as determined by the Company in the event of an ongoing internal investigation.
Notwithstanding the generality of the foregoing, in the event the Company discovers any inconsistency in the remittance of Total Revenue, the Company shall make the necessary adjustment in the subsequent remittance to the Food Operator. In the event there is no remaining Total Revenue to be paid to the Food Operator, the Company shall issue an invoice to the Food Operator for such reimbursement amount and the Food Operator shall be required to pay the Company within thirty (30) days from the date of the said invoice.

15. Taxes

15.1

The Transaction Fee shall be exclusive of applicable Taxes and shall be borne by the Food Operator. If the Transaction Fee is subject to any applicable Taxes, the Company shall issue and deliver to the Food Operator, the invoice that complies with the requirements as prescribed under the relevant tax legislation.

15.2

The Food Operator agrees that it shall be solely responsible for any Taxes on its income arising from the Food Operator’s participation on the Platform and Food Operator Porta. The Food Operator warrants that it shall perform the necessary obligations imposed by the relevant tax authority in relation to the reporting of the Food Operator’s income and payment of Taxes on the same.

15.3

The Food Operator agrees that the Company may, to the extent required by applicable law, disclose all necessary or relevant information relating to the Food Operator to the relevant tax authority.

15.4

The Food Operator agrees to do everything necessary to assist the Company to claim any applicable tax rebate, deduction or refund where such a request is made by the Company to the Food Operator.

16. Handling of Complaints

16.1

As part of the provision of the Company Services to the Food Operator, the Company and its affiliates may, on your behalf, respond to complaints by the Customers in relation to the reservation service, Cash Voucher and Pre-booked Meals provided by the Food Operator via the Platform.

16.2

The Company will be responsible for investigating all complaints made by Customers about the Food Operator, or by the Food Operator in respect of any Customer in accordance with the Company’s cancellation and refund SOP.

16.3

The Company reserves the right, in our sole and absolute discretion, to suspend the Food Operator’s access to the Food Operator Account or any features and services available in the Food Operator Account for a period to be determined by the Company (“ Suspension Period”).

16.4

In this regard, the Company’s team shall give the Food Operator a notice in writing to the email address maintained in the Food Operator Account and contact the Food Operator within one (1) working day or at earliest practicable time after the suspension to proceed with our internal investigation process.

16.5

During the Suspension Period, Food Operator agrees to cooperate fully with the Company in respect of any investigation of complaints, whether made by Customer or Food Operator, and shall provide all information as requested by the Company to assist the Company with the investigation.

16.6

The Food Operator acknowledges and agrees that the Company’s decision in respect of any investigation on complaints or disputes shall be final and binding on the Food Operator. In the event the result of the investigation shows that the Food Operator is at fault, the Company reserves the right to compensate the Customer, on behalf of the Food Operator (and at the expense of the Food Operator), by offering any replacement of Cash Vouchers or Pre-booked Meals(s), refund, voucher, discount or any form of compensation as the Company may deem appropriate and necessary. Such expense shall be recoverable by the Company as a debt due from the Food Operator and the Company shall be entitled to deduct such amount from the Total Revenue payable to the Food Operator, or by any other means as the Company may decide in its sole discretion.

16.7

Where a complaint made by a Customer is of a serious nature which results in the Company’s reputation being affected irreparably, the Company shall be entitled to terminate this Agreement immediately by giving a written notice to the Food Operator.

17. Relationship between Food Operator and Customers

17.1

Through the Platform and the Food Operator Portal, the Company merely provides for the Company Services. The Company does not represent either the Food Operator or the Customers. For the purposes of clarity, the contractual relationship for the fulfillment of Dine-In Voucher, Cash Voucher and Pre-booked Meals is between the Food Operator and the Customers.

17.2

In the event the Food Operator has a dispute with any Customer to a Dine-In Voucher, Cash Voucher or Pre-booked Meal, the Food Operator agrees to release and indemnify the Company (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such dispute or the transaction. The Company may, in its sole discretion, facilitate customer services in dealing with disputes.

17.3

In the event of any typographical, clerical or other error or omission in any quotation, invoice or other document or information issued by us on the Platform, such error or omission shall be subject to correction without any liability on our part.

17.4

The Company does not own, control, offer or manage any Dine-In Voucher, Cash Voucher or Pre-booked Meal. The Company is not a party to any transactions concluded directly between Food Operators and Customers. The Company is not acting as an agent in any capacity for any user on the Platform.

18. Confidential Information

18.1

You acknowledge and agree that you (as the “ Recipient”) may have access to or may be exposed to, directly or indirectly, Confidential Information of the Company, Customers, including those of other parties and/or third parties utilising the Platform or the Food Operator Portal (each, a “ Disclosing Party”).

18.2

The Food Operator, as the Recipient of such Confidential Information, acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the Disclosing Party; (b) Food Operator shall not use Confidential Information of the Disclosing Party for any purpose except in furtherance of this Agreement; (c) Food Operator shall not disclose the Confidential Information of the Disclosing Party to any third party, and (d) Food Operator shall return or destroy all Confidential Information of the Disclosing Party upon the termination of this Agreement or at the request of the Disclosing Party (subject to applicable law and, with respect to the Company, its internal record keeping requirements).

18.3

In the event the Food Operator provides information it deems as confidential, the Food Operator has the obligation to notify the Company on the confidentiality of the said information (“ Food Operator Confidential Information”). The Company, upon agreeing to and accepting the notification, shall use its reasonable endeavour in ensuring the Food Operator Confidential Information is accorded with the same protection as enumerated in Clause 18.1 and Clause 18.2.

19. Privacy

19.1

You acknowledge that the Company may disclose Personal Data of individuals to you in the course of your sale of the Cash Voucher and/or Pre-Booked Meals on the Platforms. You represent, warrant and agree that you shall use, disclose, store, retain or otherwise process Personal Data of individuals disclosed to you solely for the purpose of performing your duties and obligations under this Agreement. You shall maintain the accuracy and integrity of any Personal Data provided to you by the Company and in your possession, custody or control.

19.2

You agree and consent to the Company using and processing your personal information as set out in our Privacy Statement, as amended from time to time.

20. Indemnity

The Food Operator agrees to indemnify, defend and hold harmless and keep indemnified, defended and hold harmless the Company and its licensors, officers, partners, directors, employees, agents, affiliates, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable advocates and solicitors’ fees, arising from or relating to any dispute between Food Operator and Customers in respect of any transaction carried out through the Platform and the Food Operator Portal, any claims that the Food Operator infringes a third party’s intellectual property rights, any negligence, misconduct of Food Operator or its employees or agents in performing its duties under this Agreement or related to any breach of this Agreement by Food Operator.

21. Disclaimer of Warranties

21.1

You acknowledge that the Platform and the Food Operator Portal are provided to you on an “as is where is” basis and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its behalf and on behalf of its affiliates, expressly disclaims all:

conditions and warranties, whether express, implied, statutory or otherwise, with respect to the Platform and the Food Operator Portal including but not limited to the merchantability, quality, fitness, purpose, title, non-infringement of the Platform and Food Operator Portal, and the warranty that the Platform will generate any minimum number of Dine-In Voucher, Cash Voucher or Pre-booked Meal purchase or any minimum Total Revenue for Food Operator and any implied terms and warranties of the Platforms;
representations, by any means, as to the reliability, timeliness, availability, accessibility, uninterrupted access, operation, performance of the Platform and Food Operator Portal or any other products or services accessed via the Platform and Food Operator Portal; and
indemnification arising from course of dealing or course of performance in connection with this Agreement.

21.2

You assume all risk for any damage that may result from your use of or access to the Food Operator Portal. You further acknowledge that the Platform and Food Operator Portal may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, including the devices used by Food Operator or Customer being faulty, not connected, out of range, switched off or not functioning. The Company is not responsible for any delays, delivery failures, damages or losses resulting from such problems.

21.3

Without limitation to the foregoing, we provide no warranty or undertaking, and make no representation of any kind that the Platform and Food Operator Portal will meet your requirements, achieve any intended results, be compatible or work with any other hardware, software, applications, systems or services, operate without any interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

22. Limitation of Liability

22.1

In no event will the Company, its affiliates and their respective licensors, shareholders, members, directors, partners, officers, employees, attorneys, agents, representatives or contractors be liable for any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever (including, without limitation, damages for loss of data or exposure of data, information, revenue, goodwill, opportunity, profits or other business or financial benefit) arising out of or in connection with the Platform, Food Operator Portal or this Agreement (whether in contract, tort, breach of statutory duty or otherwise), any performance or non-performance of the Platform or Food Operator Portal.

22.2

The Company shall not be liable for any typographical clerical or other error or omission in any acceptance, invoice, Listing Information, Food Operator Material or other document on the part of the Company and shall be subject to correction without any liability to the Company.

22.3

Access to, and use of, the Food Operator Portal is entirely at your own discretion and risk. You understand and agree that you will use the Food Operator Portal and Company Services at your own discretion and risk, and that you are solely responsible for any damage to your property (including your computer system or mobile device used in connection with the Platforms), or the loss of data that results from the use of the Food Operator Portal.

22.4

The Company will not be held liable for any and all losses, damages, costs and expenses which you may incur resulting from or in connection with a contract entered into between you and a Customer.

22.5

Should a Customer contact us regarding any complaint, claim, demand, action, dispute, proceedings or suit against you, we will refer such complaint, claim, demand, action, dispute, proceedings or suits to you.

22.6

To maximum extent permitted by applicable law, in the event that any limitation or exclusion of liability in this Agreement is not enforceable, total liability of the Company, its affiliates and their respective licensors, shareholders, members, directors, partners, officers, employees, attorneys, agents, representatives or contractors for any claim arising under and/or in connection with the Platforms and/or this Agreement, whether in contract, tort, breach of statutory duty or otherwise, is limited to the Total Revenue that the Company is entitled to receive from Food Operator for the month preceding the date of which the liability arose, or THB 10,000, whichever is the lower. We do not exclude liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability which may not be excluded by law.

22.7

Any claims the Food Operator has against the Company under or in connection with the Platform, Food Operator Portal or this Agreement must be notified to the Company within one (1) year after the events giving rise to such claim, failing which (to the maximum extent permitted by applicable law) Food Operator shall be deemed as waiving any rights and remedies Food Operator has in respect of such claim.

23. Term and Termination

23.1

This Agreement is effective from the Effective Date (as stated in the Food Operator Registration Form) and shall continue to be effective until and unless terminated in accordance with this Agreement.

23.2

Notwithstanding any other provisions in this Agreement, the Company may terminate this Agreement:

at any time for any reason by giving 14 calendar days’ notice to Food Operator;
immediately, with or without notice, if Food Operator repeatedly receives bad reviews from Customers or complaints of failure to fulfil Dine-In Voucher, Cash Voucher or Pre-booked Meal, without prejudice to the Company’s other rights and remedies;
immediately, with or without notice, if Food Operator is in breach of any term of this Agreement, without prejudice to the Company’s other rights and remedies; and
immediately, with or without notice, if Food Operator is in breach of any other agreement with the Company, including breaches of any other rules, policies, code of conduct or guidelines published by the Company on the Platforms or provided by the Company to Food Operator, without prejudice to the Company’s other rights and remedies.

23.3

For the avoidance of doubt, any suspension by the Company for the provision of the Company Services to Food Operator does not amount to a termination of this Agreement and all provisions in this Agreement shall remain enforceable by and against the Parties.

23.4

The Food Operator may terminate this Agreement if the Company materially breaches this Agreement and, if such breach is curable, fails to cure such breach within thirty (30) days of receiving written notice of such breach. The Food Operator may terminate this Agreement at any time for any reason by giving sixty (60) days’ notice to the Company.

23.5

On termination of this Agreement for any reason, Food Operator shall:

immediately delete and fully remove the Food Operator Portal from Food Operator Devices;
immediately cease using the Food Operator Portal;
immediately return any assets of the Company; and
promptly (and in any event within three (3) days), pay any money owed to the Company (if any) which shall become immediately due and payable on termination or expiry.

23.6

The Parties shall have no further obligations or rights under this Agreement after termination or expiry of the Agreement, without prejudice to any obligations or rights which have accrued to either Party at the time it is terminated, save that any other clause which expressly or by its nature is intended to survive, shall continue to have effect after the end of this Agreement.

24. Force Majeure

24.1

You acknowledge and agree that we have no control over the availability of the Platform or the Food Operator Portal on a continuous or uninterrupted basis, and that we assume no liability to you or any other party with regard thereto. We are not responsible or liable for failure or delay of performance caused by a Force Majeure Event.

24.2

Where the access to the Platform or Food Operator Portal are interrupted or we are unable to perform the services offered on the Platform or Food Operator Portal for a continuous period of more than thirty (30) calendar days by reason of a Force Majeure Event, either Party shall have the right to terminate this Agreement.

24.3

In the event the Food Operator experiences Force Majeure Event, the Food Operator shall notify the Company in writing within seven (7) calendar days from the occurrence of such Force Majeure Event, along with the justification explaining the Force Majeure Event and how the Force Majeure Event prevented the Food Operator from performing its contractual obligations, and the estimated timeline required for the Force Majeure Event.

25. General

25.1

Entire Agreement: This Agreement and the Schedule attached hereto (and such other terms and conditions and privacy policy expressly included in this Agreement) contain the entire understanding of the Parties relating to the subject matter contained in this Agreement and supersede all prior and contemporaneous agreements, arrangements and understandings between the Parties in relation to the services and products provided herein.

25.2

Changes to the Agreement: The Company reserves the right to amend these terms and conditions at any time without prior notice. All amendments to these terms and conditions will be posted on-line or a notification will be issued by the Company. Continued use of the Food Operator Portal to offer the Dine-In Voucher, Cash Voucher or Pre-booked Meals shall be deemed to constitute acceptance of the new terms and conditions by the Food Operator.

25.3

Waiver: If a Party waives any right under this Agreement, it must be done in writing. No failure to exercise, and no delay in exercising, on the part of either Party, any right or any power hereunder shall operate as a waiver thereof, nor shall or remedy any single or partial exercise of any right, remedy or power hereunder preclude further exercise of that or any other right or remedy hereunder. A waiver of a breach of a term in this Agreement does not operate as a waiver of another breach of the same term or any other term in this Agreement. Any remedies provided in this Agreement are in addition to, and not exclusive of, any other remedies of a Party at law.

25.4

Invalidity and Severability: If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to be, illegal, void, invalid, prohibited or unenforceable then:

such provision shall be ineffective to the extent of such illegality, voidness, invalidity, prohibition or unenforceability;
the remaining provisions of this Agreement shall remain in full force and effect; and
the Parties shall use their respective best endeavours to negotiate and agree a substitute provision which is valid and enforceable and achieves to the greatest extent possible of the economic, legal and commercial objectives of such illegal, void, invalid, prohibited or unenforceable term, condition, stipulation, provision, covenant or undertaking.

25.5

Assignment: The Company may assign, novate or otherwise transfer this Agreement in whole or in part by issuing notice to you. In connection with the Company’s performance of its obligations and exercise of its rights hereunder, the Company may have such obligations performed and such rights exercised on its behalf by any of the Company’s affiliates and their respective agents, contractors, distributors, and service providers. Food Operator may not assign or otherwise transfer this Agreement or any of its rights or obligations hereunder, by operation of law or otherwise, without the Company’s prior written consent, and, for purposes hereof, a merger or change of control in which Food Operator is not the surviving party will be deemed an assignment. Any attempted assignment in violation of the foregoing will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of each Party’s successors and permitted assigns. In relation to any assignment by the Food Operator (subject to the Company’s prior written consent), Food Operator will be responsible and liable for the Food Operator’s and the subcontractor’s compliance with this Agreement and any breach or failure of the subcontractor to comply with this Agreement.

25.6

Relationship: This Agreement will not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between the Parties; and the Parties will at all times be and remain independent contractors. Except as expressly agreed by the Parties in writing, and except for the offer of Dine-In Voucher, Cash Voucher or Pre-booked Meal through the Platform as described herein, neither Party will have any right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of the other Party or to bind the other Party in any respect whatsoever.

25.7

Survival: The provisions of Clause 4 (Intellectual Property Rights); Clause 5 (Food Operator Material); Clause 6 (Food Operator’s Representation and Warranties); Clause 7 (Food Operator’s Covenants and Undertaking); Clause 18 (Confidential Information); Clause 19 (Privacy); Clause 20 (Indemnity); Clause 21 (Disclaimer of Warranties); Clause 22 (Limitation of Liability); Clause 23 (Term and Termination); and this Clause 25 (General) shall survive any termination or expiration of this Agreement.

25.8

Notices/Electronic Communication: For contractual purposes, you consent:

to receiving communications from us in an electronic form via the last email address you have submitted to us via the Food Operator Portal; and
that any terms and conditions, agreements, policies, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing.

Notice will be deemed given twenty (24) hours after:

the e-mail is sent to the last email address that you have provided to us; or
the notice is posted on the Food Operator Portal or the Platform.
All notices to the Company shall be in writing via the Platforms.

25.9

Time of the Essence: Time shall be of the essence wherever mentioned in this Agreement.

25.10

Governing Law and Dispute Resolution: This Agreement will be governed by the laws of Thailand without regard to its conflicts of law provisions. The Parties hereby irrevocably submit to the exclusive jurisdiction of courts located in Thailand and irrevocably agree that all actions or proceedings relating to this Agreement shall be litigated in such courts, and each of the Parties waives any objection which it may have based on improper venue or forum non-conveniens to the conduct of any such action or proceeding in such court.

25.11

Competent Jurisdiction: If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remainder of this Agreement will remain in full force and effect and the Parties will modify such provision so as to be valid and enforceable if possible in such jurisdiction and conform to the Parties’ intent. Any remedies provided in this Agreement are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.

25.12

Cost: Each Party shall bear its own legal costs in the preparation of this Agreement. The Food Operator shall bear any stamp duties payable under this Agreement.

25.13

Right to Audit: The Company shall have the right to audit, at least two (2) times per calendar year, the Food Operator’s books, records, correspondence, procedures and instructions relating to the Agreement in order to confirm the accuracy of the reservation. The cost of such an audit shall be borne by the Company save in the event that the audit proves that the Food Operator has failed to provide accurate and correct reports, in which event the Food Operator shall immediately reimburse the Company’s auditing costs and any amounts not properly reported and invoiced.

25.14

Language: This Agreement is prepared in bilingual, English and Thai language. In the event of any discrepancies between the two versions, the Parties shall refer to the English version as the prevailing language.

26. Definition and Interpretation

26.1

For the purposes of this Agreement, the following expressions shall have the meanings assigned to them, unless where the context otherwise requires:

Term	Definition
AA Friends App	a mobile application for the Food Operator to upload Listing Information and to manage Dine-In Voucher, Cash Voucher or Pre-booked Meals sold on the Platform;
Agreement	means the Food Operator Registration Form, this General Terms and Conditions, and any supplements and amendments thereof and any schedules attached thereto;
Alcohol	means alcohol and/or alcohol products, which falls under the applicable laws.
Business Day	means the days on which the Company is open for business excluding Saturdays, Sundays and public holidays in Thailand;
Cash Voucher	shall refer to the meaning provided in Clause 1.2(c);
Cash Voucher Value	shall refer to the meaning provided in Clause 14.1(a);
Company Photographs	shall refer to the meaning provided in Clause 12.2;
Company Services	shall refer to the meaning provided in Clause 1.4;
Confidential Information	means any confidential, proprietary or other non-public information disclosed by or on behalf of a Disclosing Party to the Recipient, whether disclosed verbally, in writing, or by inspection of tangible objects, and includes transactional, operational, performance and other data or information that is related to the CompanyService through the Platform and the terms and conditions of this Agreement that the Disclosing Party designates as being proprietary or confidential or of which the Recipient should reasonably know that it should be treated as confidential. "Disclosing Party" and "Recipient" is defined in Clause 18.1;
Content	shall mean the texts, graphics, logos, icons, images, documentations, audios, videos, software, page layout, underlying code, data compilations, materials and any other form of information capable of being stored in a computer that is contained in or published on the Platform and/or Food Operator Portal;
Customer	consumers, end-users, buyers, purchasers and customers who purchase Dine-In Voucher, Cash Voucher or Pre-booked Meal on the Platform;
Food Operator Account	shall have the meaning provided in Clause 3.1;
Food Operator Device	means appropriate device such as a mobile device, a tablet, or other automated, electronic means of managing sale of Dine-In Voucher, Cash Voucher and Pre-booked Meal;
Food Operator Platform	shall refer to the meaning provided in Clause 9.1;
Food Operator Material	means the Listing Information, any text, information, data, materials, images (including photos), video, or other content you provide to us or submit, enter into, load, or post to the Food Operator Portal or the Platform in relation to the Company Service, and all results from processing such text, information, data, materials, images, video or content, including such Intellectual Property Rights of Food Operator or third party;
Food Operator Portal	means a website interface for the Food Operator to upload Listing Information and to manage Dine-In Voucher, Cash Voucher or Pre-booked Meals sold on the Platform which may be accessed through a web browser or any other platform as determined by the Company, including the AA Friends App;
Force Majeure Event	shall mean an act of war, hostility, or sabotage; act of God; electrical, internet or telecommunication shortage or outage; interruption or failure of telecommunication or digital transmission links; hostile network attacks; network congestion; national, state, or local government restrictions or intervention; pandemic, epidemic, medical outbreak or any other event that is beyond our reasonable control, whether foreseeable or not;
Intellectual Property Rights	means trademarks, service marks, trade names, domain names, logos, get-up, patents, inventions, registered and unregistered design rights, copyrights, database rights, confidential or secret processes, trade secrets and all other similar rights in any part of the world (including Know-How) including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations;
Know-How	means all confidential and proprietary industrial and commercial information and techniques in any form, including but not limited to, drawings, formulae, tests, results, procedures, project reports and testing procedures, instructions, training manuals and market forecasts;
Licences	shall refer to all relevant/applicable licenses, consents, approvals, permits, authorisations and registrations to be observed, obtained and maintained by the Food Operator for the purpose of this Agreement;
Listing Information	shall have the meaning provided in Clause 10.1;
Personal Data	means personal data as defined in the Thai Personal Data Protection Act B.E. 2562 (2019) (as amended from time to time);
Platform	shall refer to the meaning provided in Clause 1.2;
“Pre-booked Meal”	shall refer to the meaning provided in Clause 1.2(d);
“Premises”	shall mean restaurant or food establishment(s);
“Retail Price”	shall have the meaning provided in Clause 14.2(a);
“Taxes”	shall mean all applicable taxes, including but not limited to value added tax, goods and services tax, sales and services tax, levy or duty, withholding tax and any other applicable taxes;
“Transaction Fee”	shall refer to the meaning provided in Clause 14.3(a);
“Total Revenue”	shall mean the total Retail Price and Cash Voucher Value, including any Taxes collected on the Food Operator’s behalf, less: the Transaction Fee; any amount owed by Food Operator to the Company (where applicable, including any refunds or any form of compensation given to the Customers as a direct or indirect result of Food Operator’s actions or omissions, as determined in the Company’s sole discretion); and the Tax amount (on the Cash Voucher) (where applicable).

26.2

Where any word or expression is defined in this Merchant Agreement, the definition shall extend to all grammatical variations and cognate expressions of the word or expression so defined. The headings to the clauses are inserted for ease of reference only and shall not affect the interpretation and construction thereof. Words importing the singular shall include the plural and vice versa wherever the context so admits.

26.3

Reference to any statute, enactment, ordinance, order, regulation or other similar instrument shall be construed to include a reference to the statute, enactment, ordinance, order, regulation or instrument as from time to time amended, extended, re-enacted or consolidated.

26.4

Any document, information, data, notice and communication to be submitted, provided, supplied or made by either Party under this Merchant Agreement shall be in English or Thai.

26.5

Unless specifically specified otherwise, where the due date for the execution of an action or obligation of a Party under this Merchant Agreement falls on a day that is not a Business Day, then the action or obligation must be completed by the next Business Day. Unless the context otherwise requires, any reference to the word 'day' shall be construed as a calendar day of twenty-four (24) hours, and 'month' and 'year' shall be calculated in accordance with the Gregorian calendar. For the purpose of calculating any period of time stipulated herein, or when an act is required to be done within a specified period after or from a specified date, the period is inclusive of and time begins to run from the date so specified.