terms

v1.0

# Dawingo Resto — Restaurant (Merchant) Legal Documents

**Platform:** Dawingo Resto ("Platform"), operated by **Wephoton**, a sole proprietorship concern of **M. Mohamed Thavfeek**, having its principal place of business at **No. 5, Kannappar Street, MMDA Nagar, Chitlapakkam, Chennai, Tamil Nadu – 600064, India** ("Wephoton", "we", "us", "our").

**Documents in this file:**

1. Merchant Terms of Service (SaaS Subscription Agreement)
2. Subscription, Billing & Refund Policy
3. Payment Collection & Settlement Policy
4. Data Processing & Protection Agreement (DPA)
5. Acceptable Use Policy (AUP)
6. Service Levels & Support Policy
7. QR Stand & Hardware Store Terms
8. Compliance Warranties Schedule

Effective date: **7 July 2026** · Version: **1.0**

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# 1. Merchant Terms of Service (SaaS Subscription Agreement)

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.
- **Payment gateway charges (MDR and aggregator fees) on online diner transactions are borne by Wephoton.** Wephoton charges no per-order transaction fee. Online payments are settled to you at gross order value, less only refunds and chargeback adjustments under 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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# 2. Subscription, Billing & Refund Policy

## 2.1 Plans and billing cycle

- Plans, features, outlet limits, and prices are listed on the Platform website's pricing page ("/pricing"). Depending on the plan, billing is **per brand or per outlet**, as specified in the plan you select. Billing is in advance, monthly or annually as selected.
- All fees are in ₹. An invoice is issued for every charge to your registered email. (GST will be added, and tax invoices issued, only if and when Wephoton obtains GST registration — see Section 1.5.)

## 2.2 Free trial

- New merchants receive a **30-day free trial** of the plan selected at signup. No charge is made during the trial.
- At the end of the trial, the subscription converts to the published paid rate; you will be notified before the first charge. Cancel any time during the trial to avoid charges.
- One trial per merchant/brand. Wephoton may withdraw a trial for AUP violations.

## 2.3 Auto-renewal and e-mandates

- Subscriptions renew automatically unless cancelled before the renewal date.
- Recurring payments, where enabled, run through the payment aggregator's RBI-compliant e-mandate framework: additional factor authentication on mandate creation, pre-debit notification at least 24 hours before each charge, and re-authentication where transaction limits require. You may cancel the mandate any time via the dashboard or the gateway's mandate link.

## 2.4 Failed payments, downgrades, upgrades

- Failed renewal: **7-day** grace period with reminder notices, then suspension. Data is retained per Section 1.7 timelines even during suspension.
- Upgrades take effect immediately with pro-rated charge; downgrades take effect from the next cycle. Feature loss on downgrade (e.g., outlet limits) is your responsibility to manage.

## 2.5 Refunds on subscription fees

- Fees are **non-refundable** except: (a) double-billing errors; (b) charges after a confirmed cancellation; (c) a service-level credit under Section 6; or (d) termination by you for our uncured material breach, in which case unused whole months of a prepaid annual plan are refunded pro-rata.
- Approved refunds are processed to the original payment method within **7 business days**.

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# 3. Payment Collection & Settlement Policy

## 3.1 Structure

1. Online diner payments are collected by our integrated RBI-authorised payment aggregator (currently **Razorpay Software Pvt. Ltd.**) through its hosted checkout, and settled to you through the aggregator's split-settlement facility (Razorpay Route) as a **linked account**.
2. **Funds flow through the aggregator's escrow — never through Wephoton's own bank account.** Wephoton is not a payment aggregator, payment system operator, or holder of your funds.
3. Payment gateway charges are borne by Wephoton (Section 1.5); settlements to you are at gross order value less only refund and chargeback adjustments.

## 3.2 Your onboarding obligations

- Complete the aggregator's KYC for your linked account: legal name, PAN, GSTIN (where registered), bank account, FSSAI licence, and any documents the aggregator requires. Settlement cannot begin until KYC is approved.
- You authorise Wephoton to share your onboarding information with the aggregator and to configure settlement routing for your outlets.

## 3.3 Settlements

- Settlement timelines follow the aggregator's schedule (typically T+2 business days for domestic transactions, subject to the aggregator's policies and risk holds).
- A transaction-wise settlement report is available in your dashboard. Reconcile regularly and raise discrepancies within **30 days** of the settlement date.

## 3.4 Refunds to diners

- Refunds under the customer-facing Payment, Refund & Cancellation Policy (failed payments, duplicates, pre-preparation cancellations, restaurant-cancelled items) are processed to the diner's original payment method and **debited from your settlements**.
- Quality/service refunds you approve are likewise debited from your settlements. Keep sufficient settlement flow or balance; negative balances are recoverable from future settlements or by direct invoice payable within **7 days**.

## 3.5 Chargebacks and fraud

- Chargebacks raised by diners' banks are passed through to you with the aggregator's evidence requirements and deadlines. Provide order records promptly; the Platform's order and status logs are available to you as evidence.
- Lost chargebacks, and associated aggregator fees, are debited from your settlements.
- You must not process transactions unrelated to genuine dine-in orders at your outlets (no cash-out, money laundering, or third-party payment processing). Violations trigger immediate suspension and reporting as required by law.

## 3.6 Taxes on your sales

- You are the supplier of food and beverages and are responsible for charging, collecting, invoicing, and remitting GST and any other applicable taxes on your sales, and for compliance with tax invoicing rules toward diners.
- The parties agree that Dawingo Resto is a software service provided to the Merchant: diners order directly from you on your own digital menu, and the Platform does not act as an electronic commerce operator collecting consideration on its own account. All taxes attributable to your sales remain your economic burden. If a tax authority characterises the arrangement differently, the parties will cooperate in good faith to restructure flows, and taxes attributable to your sales shall continue to be borne by you.

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# 4. Data Processing & Protection Agreement (DPA)

This DPA forms part of the Merchant Terms of Service and allocates responsibilities under the Digital Personal Data Protection Act, 2023 ("DPDP Act") and the Information Technology Act, 2000.

## 4.1 Roles

| Data set | Wephoton | Merchant |
|---|---|---|
| Diner platform accounts (mobile number, OTP verification, device identifiers, cross-restaurant order history) | **Data Fiduciary** | — |
| Order data for your outlets (items, table, status, amounts, diner name/contact shared for fulfilment) | Data Processor (processing on your behalf for fulfilment) and Data Fiduciary for platform operation, security, and legal compliance | **Data Fiduciary** for your own use (service, records, your customer relations) |
| Your staff logins (names, contact, credentials, activity/audit logs) | Data Processor / Fiduciary for security | Data Fiduciary (you collect staff consent) |
| Ratings/reviews of your outlets | Data Fiduciary (platform content) | Recipient |

## 4.2 Wephoton's obligations

1. Process personal data only for providing the Service, security, legal compliance, and as instructed through Platform features; never sell it or use diner data to advertise competing restaurants to your diners.
2. Apply reasonable security safeguards: TLS encryption in transit, encrypted storage and hashed credentials at rest, role-based access, **row-level tenant isolation so one merchant's data is not readable by another**, kitchen-room-scoped realtime channels, rate limiting, and audit logs.
3. Notify you without undue delay of any personal data breach affecting your tenant data, and make required notifications to the Data Protection Board of India and CERT-In.
4. Maintain server and security logs for at least 180 days in accordance with the CERT-In Directions, 2022.
5. Engage sub-processors only under contracts imposing equivalent protections. Current sub-processors: **[VPS PROVIDER, REGION]** (server hosting); **Razorpay Software Pvt. Ltd.** (payment processing); **MSG91** (SMS/OTP delivery); **Resend** (transactional email). Error monitoring is self-hosted by Wephoton; no third party receives error data. We will notify material sub-processor changes; continued use constitutes acceptance, or you may terminate per Section 1.6.
6. Assist with data principal requests (access, correction, erasure) relating to your tenant data via Platform tools or support.
7. On termination, export and delete data per Section 1.7 of the Merchant Terms.

## 4.3 Merchant's obligations

1. Use diner data received through the Platform **only** for fulfilling orders and servicing those diners. Do not export diner contact data for marketing without your own valid, DPDP-compliant consent collected independently of the Platform.
2. Obtain consent from your staff for processing their data on the Platform (logins, activity logs).
3. Do not attempt to access data of other merchants or diners beyond what the Platform exposes to you.
4. Comply with the DPDP Act as an independent Data Fiduciary for data you control; you are solely responsible for your own marketing communications and their compliance (including TRAI telemarketing regulations).
5. Report any suspected breach or unauthorised access observed on your side to **support@wephoton.in** within 24 hours.

## 4.4 Data location

Platform data is hosted on Wephoton-managed servers at **[VPS PROVIDER, REGION]**. Limited data may be processed by the sub-processors listed above in their respective regions. Transfers comply with the DPDP Act (no transfers to countries restricted by the Central Government).

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# 5. Acceptable Use Policy (AUP)

You and your staff must not:

1. list or sell items that are illegal to sell, require licences you do not hold (e.g., liquor without excise licence), or are misdescribed (including false veg classification or false portion weights);
2. manipulate ratings (self-reviews, incentivised reviews without disclosure, review suppression by intimidation);
3. use diner contact data for spam or sell it to third parties;
4. process payments unrelated to genuine dine-in orders (Section 3.5);
5. misrepresent offers or advertise pricing you do not honour at the table;
6. share logins across outlets or with third parties, or attempt to bypass role/outlet/room scoping;
7. probe, scan, overload, reverse engineer, or scrape the Platform, or introduce malware;
8. use the Platform in violation of any law, including FSSAI regulations, GST law, and the Legal Metrology Act.

Violations may result in warning, feature restriction, suspension, or termination depending on severity, and reporting to authorities where legally required.

---

# 6. Service Levels & Support Policy

## 6.1 Availability target

- Target monthly uptime: **99.5%**, excluding scheduled maintenance (announced at least **24 hours** in advance, preferably in low-traffic windows) and force majeure.
- Service status updates and maintenance notices are published via the dashboard banner and email.

## 6.2 Service credits

| Monthly uptime | Credit (% of that month's subscription fee) |
|---|---|
| Below 99.5% – 99.0% | 10% |
| Below 99.0% – 95% | 25% |
| Below 95% | 50% |

Credits are your sole remedy for availability shortfalls, claimable within **30 days** of month-end, applied to future invoices.

## 6.3 Support

- Channels: **support@wephoton.in**, phone/WhatsApp **+91 89391 29202**, and in-dashboard.
- Hours: **Mon–Sat, 9:00–21:00 IST**; critical outages (ordering or payments down) attended **24×7**.
- Response targets: critical (ordering or payments down) — **2 hours**; major (feature degraded) — **8 business hours**; minor/how-to — **2 business days**.

## 6.4 Backups and continuity

Databases are backed up at least **daily**, retained for **30 days**, with encrypted off-server copies. Restores for merchant-caused data loss (e.g., bulk menu deletion) are best-effort and may be chargeable.

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# 7. QR Stand & Hardware Store Terms

Where you order physical QR stands or related hardware through the Platform's store:

1. **Seller:** Wephoton is the seller of these goods. Prices are in ₹; an invoice accompanies each order. (GST will be added, and tax invoices issued, if and when Wephoton obtains GST registration.) Product listings state MRP, seller details, and country of origin as required by the Legal Metrology (Packaged Commodities) Rules and the Consumer Protection (E-Commerce) Rules, 2020.
2. **Delivery:** dispatched within **5 business days** to your registered outlet address; delivery timelines are estimates. Risk passes on delivery.
3. **Cancellation:** orders may be cancelled before dispatch for a full refund. Customised stands (printed with your outlet/table QR codes) cannot be cancelled after printing begins.
4. **Returns/replacement:** damaged or defective items reported within **7 days** of delivery with photos are replaced or refunded. Customised items are otherwise non-returnable.
5. **Refund timeline:** to original payment method within **7 business days** of approval.
6. QR codes on stands link to your outlet's live menu; reprints after table remapping are chargeable.

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# 8. Compliance Warranties Schedule

You represent, warrant, and undertake on a continuing basis that:

1. **FSSAI:** you hold a valid FSSAI licence/registration for every outlet on the Platform, will keep it current, will provide the licence number for display alongside your menu where required, and will notify us immediately of suspension or cancellation. Lapse entitles Wephoton to suspend the affected outlet.
2. **Business registrations:** you hold all applicable registrations — GST (or valid exemption), Shops & Establishments, trade licence, fire NOC, excise licence for alcohol (if listed), and any local health permits.
3. **Menu legality:** all listed items are lawful to sell at your premises; veg/non-veg classification is accurate; declared portion weights (used for nutrition estimates) are made in good faith; allergen information you provide is accurate.
4. **Pricing & tax:** prices shown to diners match prices charged; GST and service charge practices comply with law and applicable guidelines (service charge must not be disguised as tax and must comply with prevailing CCPA guidelines).
5. **Staff:** your staff using the Platform are your employees/contractors; you comply with applicable labour laws for them; you have obtained their consent for processing their data (Section 4.3).
6. **Sanctions/legality:** neither you nor your beneficial owners are barred from doing business under applicable law; funds settled to you are used lawfully.
7. **Accuracy of KYC:** all onboarding information given to Wephoton and the payment aggregator is true and current; you will update it within **7 days** of any change.

Breach of this Schedule is a material breach permitting immediate suspension and, if uncured, termination under Section 1.6.

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## Acceptance

By clicking "I agree" during onboarding, or by using the Service after notice of an updated version, the Merchant accepts all documents in this file. Wephoton records the accepting user, timestamp, and document version.

**Wephoton** (sole proprietorship of M. Mohamed Thavfeek)
No. 5, Knanappar Street, MMDA Nagar, Chitlapakkam, Chennai, Tamil Nadu – 600064, India
support@wephoton.in · +91 89391 29202