1. Merchant Terms of Service

This agreement ("Agreement") is between Wephoton and the legal entity or person registering a brand or outlet on Dawingo Resto ("Merchant", "you"). The individual accepting this Agreement warrants that they are authorised to bind the Merchant.

## 1.1 The Service

Dawingo Resto is a subscription software-as-a-service platform providing, per your plan:

- **QR dine-in ordering:** table-specific QR codes opening your digital menu; customer self-ordering from the table;
- **Menu management:** categories, products, pricing, offers, and banners · manageable at brand level (shared across outlets) or per outlet (outlet overrides);
- **Orders board & kitchen display (KDS):** live order queues scoped to kitchen rooms, batch preparation of identical items across orders, and order status management;
- **Waiter view:** serving and payment-collection functions for waiter logins;
- **Payments:** online customer payments via an RBI-authorised payment aggregator with settlement to your account (Section 3);
- **Customer engagement:** ratings, order history, and notification delivery to diners;
- **Multi-outlet tenancy:** brand → outlet hierarchy with role-based staff logins (brand owner, outlet admin, kitchen, waiter).

The Service is provided remotely as hosted software. **Wephoton is a technology provider only.** You remain the seller of record for all food and beverages, the merchant of record for your sales, and the operator of your food business.

## 1.2 Account structure and staff logins

1. Your brand account is controlled by the **brand owner** login. Outlet admin, kitchen, and waiter logins have restricted capabilities and outlet-pinned access; kitchen logins are further scoped to assigned kitchen rooms.
2. You are responsible for all activity under your logins. Assign logins only to your authorised staff, deactivate them when staff leave, and keep credentials confidential. Contact details on primary logins can be changed only through the OTP-verified flow.
3. Wephoton may access your account data for support, security, and maintenance, subject to the DPA (Section 4).

## 1.3 Your content and menu

1. You are solely responsible for the accuracy and legality of your menu: item names, descriptions, prices, taxes, veg/non-veg classification, portion weights, availability, offers, and banners.
2. **Images:** menu images are selected from the Platform's curated image library. You must select images that fairly represent the dish. Upload of arbitrary images outside the library is not supported.
3. **Nutrition:** the Platform derives displayed nutrition estimates from standardised per-100-gram reference data multiplied by the portion weight **you declare**. You warrant that declared weights are accurate. Nutrition values are estimates and are displayed to diners with a disclaimer; you must not represent them as tested values.
4. You grant Wephoton a non-exclusive, royalty-free licence to host, display, and reproduce your menu content, name, and marks on the Platform for the purpose of providing the Service.

## 1.4 Orders and fulfilment

1. Orders placed by diners are transmitted to your outlet in real time. **You are responsible for accepting, preparing, and serving orders and for all interactions with diners at your premises.**
2. Once your kitchen marks any item "preparing", the diner's ability to edit the order is locked by the Platform. Handle post-lock change requests at your discretion and update the order in the system accordingly.
3. You must keep order statuses reasonably current; diners see them live.
4. Cash and offline payments collected by your staff (including via the waiter payment-collection flow) are entirely your responsibility; the Platform only records them.

## 1.5 Fees

- Subscription fees per your selected plan, as published on the Platform website's pricing page ("/pricing") or agreed in an order form, are payable in advance.
- Wephoton is not presently registered under the Goods and Services Tax Act. If and when Wephoton obtains GST registration, GST at the applicable rate will be added to fees from the date of registration and tax invoices will be issued; you will be notified before the first GST-inclusive charge.
- **The subscription fee is the only amount Wephoton charges you.** Wephoton charges no commission, per-order transaction fee, revenue share, or any other charge of any kind.
- **Online payments are processed through your own payment gateway account.** Wephoton assists with the initial gateway setup, but the gateway account — including its KYC and the bank details linked to it — is yours, and diner payments are settled by the gateway directly to your bank account. Any payment gateway charges (MDR and related fees) are governed by, and payable under, your own agreement with the payment gateway; Wephoton is not a party to those charges and deducts nothing from your settlements. See Section 3.
- Fee changes take effect from your next renewal, with at least **30 days'** notice.

## 1.6 Term, suspension and termination

1. The Agreement runs from account activation for your subscription period and renews per Section 2.
2. We may suspend the Service (wholly or per outlet) for: non-payment beyond **7 days** after notice; AUP violations; suspected fraud or unlawful activity; risk flags raised by the payment aggregator; or a lapsed/suspended FSSAI licence.
3. Either party may terminate for convenience effective at the end of the current billing period, or immediately for material breach uncured within **15 days** of notice.
4. On termination: your and your diners' access ends; Section 1.7 (data export) applies; accrued fees remain payable; Sections 1.8–1.12, 2, 3.6, 4, and 8 survive.

## 1.7 Data export and deletion on exit

Within **30 days** after termination, you may request a machine-readable export (CSV/JSON) of your menu, orders, transactions, and customer interaction records. After that window we delete or anonymise your tenant data, except records we must retain by law (tax, payment, and audit-trail records · retained up to 8 years) and encrypted backups purged on rotation within **30 days**.

## 1.8 Intellectual property

The Platform software, design, and the "Dawingo Resto" and "Wephoton" marks are Wephoton's property. You receive a limited, non-exclusive, non-transferable subscription licence for internal business use. You will not copy, resell, sublicense, reverse engineer, or build a competing product using the Service. Your menus, marks, and business data remain yours.

## 1.9 Confidentiality

Each party will keep the other's non-public business information confidential and use it only to perform this Agreement, excluding information that is public, independently developed, or lawfully received from a third party. Compelled disclosures require prompt notice where lawful.

## 1.10 Warranties and disclaimers

1. Wephoton warrants it will provide the Service with reasonable skill and care, materially as described.
2. Except as stated, the Service is provided "as is". Wephoton does not warrant uninterrupted or error-free operation and is not responsible for internet connectivity at your premises, diner devices, or third-party services (payment aggregator, SMS, email).
3. You give the compliance warranties in Section 8 (Schedule), which are conditions of onboarding and continued use.

## 1.11 Liability

1. To the maximum extent permitted by law, Wephoton's aggregate liability under this Agreement in any 12-month period is capped at the **subscription fees you paid in that period**.
2. Neither party is liable for indirect, incidental, or consequential loss, or loss of profits, revenue, or goodwill.
3. The cap does not apply to: your payment obligations; either party's breach of confidentiality; your indemnity obligations; fraud; or liability that cannot be capped under law.
4. Wephoton has no liability for: food safety, quality, or legality of items you sell; your GST or other tax liabilities on food sales; your employment matters; or disputes between you and diners, except to the extent caused by a Platform defect.

## 1.12 Indemnity

You will indemnify and hold harmless Wephoton (including the proprietor personally) against third-party claims, penalties, and losses arising from: your food products and services; breach of your compliance warranties (Section 8); your content; your staff's acts; your violation of law; and taxes on your sales. Wephoton will indemnify you against third-party claims that the Platform software, as provided, infringes Indian intellectual property rights.

## 1.13 Force majeure

Neither party is liable for delay or failure caused by events beyond reasonable control (natural disasters, war, government action, internet backbone or power failures, epidemics), except payment obligations already accrued.

## 1.14 General

Notices: to your registered brand-owner email and to **support@wephoton.in** for Wephoton. Assignment: you may not assign without consent; Wephoton may assign to a successor entity of the business (including on conversion of the proprietorship to a company or LLP, of which you will be notified). Entire agreement; severability; no waiver by delay. Relationship: independent contractors · no agency, partnership, or franchise.

## 1.15 Governing law and disputes

Indian law governs. Disputes shall first be attempted to be resolved amicably within 30 days, failing which they shall be referred to arbitration by a sole arbitrator appointed under the Arbitration and Conciliation Act, 1996, seated at **Chennai, Tamil Nadu**, conducted in English. Courts at Chennai have exclusive supervisory jurisdiction. Either party may seek interim injunctive relief for IP or confidentiality breaches.

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