Terms of Service

When you use our services, you’re trusting us with your information. We understand this is a big responsibility and work hard to protect your information and put you in control.

The present Terms of Service shall form a valid and legally binding contract between a subscriber of Markeat Consulting Private Limited (“Subscriber”) and Markeat Consulting Private Limited (“Markeat Consulting”), and governs our Subscriber’s access to and use of our Services. By accessing and/or using our Services you are accepting that:

A. All visitors and/ or Subscribers by using the Markeat Consulting website do hereby unconditionally consent to the present Privacy Policy and agree to its Terms of Use.

B. The Subscriber either himself and/ or any person accepting the terms on behalf of the Subscriber warrants that they are aged 18 years or above, are competent to enter into this Agreement. Subscriber and Markeat Consulting are individually referred to as “Party” and collectively as “Parties”.

NOW THEREFORE in consideration of the covenants and agreements contained in the agreement and for the good and valuable consideration, the Parties hereto, intending to be legally and contractually bound agree as follows:

At Markeat Consulting, accessible from https://www.MarkeatConsulting.com and https://app.MarkeatConsulting.com one of our main priorities is the privacy of our visitors/subscribers. The present Privacy Policy contains the following types of information that is collected and recorded by Markeat Consulting and how we use it.

This Privacy Policy applies only to our online activities and is valid for visitors/subscribers to our website with regards to the information that are shared and/or collected by Markeat Consulting. This policy is not applicable to any information collected offline or via channels other than this website.

1. Definitions

1.1) Account
This means any account(s) created by or on Subscriber’s behalf for access and use of the Services being provided by Markeat Consulting.

1.2) Advertisement/Marketing/Promotion Expenses
This means the amount a particular Subscriber spends on the marketing or promotion of their restaurant(s), including discount coupons’ amount or advertisement expenses per month.

1.3) Subscriber Data
This means all electronic data, text, messages, or other materials, including personal Data, (but excludes any and all data (including Personal Data) of Subscriber’s customers)) provided by Subscriber, or provided or obtained for or on Subscriber’s behalf, on the basis of which the Service(s) will be provided and/or the Subscriber Data will be submitted to the Services by the Subscriber through Subscriber’s Account for Subscriber’s use of the Services.

1.4) Confidential-Information
This means all information disclosed by one Party to the other Party which is in tangible form and labelled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Notwithstanding the foregoing, Confidential Information shall not include any information which (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (b) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (c) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records prior to the time of disclosure; (d) is obtained by the receiving party from a third-party without a breach of such third-party’s obligations of confidentiality; (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession; or (f) is required by law to be disclosed by the receiving party, provided that the receiving party shall, to the extent legally permitted, give the disclosing party written notice of such requirement prior to disclosing so that the disclosing party may seek a protective order or other appropriate relief.

1.5) Personal Data
This means any information or data relating to an identified or identifiable natural person, as provided under the Information Technology Act, 2002, as amended from time to time, or such other similar data privacy laws that may be applicable.

1.6) Privacy Policy
This means Markeat Consulting’s privacy policy available at https://www.MarkeatConsulting.com and https://app.MarkeatConsulting.com.

1.7) Process, processes, or processing
This means any operation or set of operations which are performed on Subscriber Data or on sets of Subscriber Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction, and also includes transferring Subscriber Data to third parties.

1.8) Services
This means a unified dashboard for the business owners in the hospitality sector that captures several data points and assists the owners in effective implementation of various business strategies like advertisements, promotions, customer benchmarking, management calls, etc.

1.9) Software
This means software provided by Markeat Consulting that allows the Subscribers to use any functionality in connection with the Services.

1.10) Subscription Charges
This means all charges associated with Subscriber’s Account and use of the Services.

1.11) Subscription Term
This means the period during which Subscriber has agreed to subscribe to the Services as specified in a relevant Order Form.

2. Subscriber’s Rights

Subject to Subscriber’s compliance with the present Agreement and solely during the Term of its subscription, Subscriber has the limited, non-exclusive, revocable right to access and use the Services for its internal business purposes in accordance with the subscription plan obtained by the Subscriber.

3. Subscriber Obligations

3.1 Subscriber Account: Each user/ Subscriber shall be identified using unique login information such as usernames and passwords (“Subscriber Login”) and such Subscriber Login shall be exclusive to the particular Subscriber.

3.2 Acceptable Use: Subscriber agrees not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third-party, other than Users in furtherance of its internal business purposes as expressly permitted by this Agreement; (b) modify, adapt, or hack the Services or otherwise attempt to gain or gain unauthorized access to the Services or related systems or networks; (c) use the Services to store or process any content that infringes upon any person’s and/ or Markeat Consulting’s intellectual property rights or is unlawful, racist, hateful, abusive, libellous, obscene, or discriminatory; or (d) “crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Services (through use of manual or automated means);

3.3 Subscriber agrees that the Services shall be provided only upon prompt access to the requisite data being granted by the Subscriber to Markeat Consulting.

3.4 Subscriber represents and warrants to Markeat Consulting that the Subscriber owns or has the necessary rights and consents to provide the requisite data to Markeat Consulting and that doing so does not violate any applicable law, proprietary or privacy rights. Markeat Consulting will be under no liability for any claims with respect to the Services arising in connection with the unavailability, inaccuracy or insufficiency of requisite Data being provided by the Subscriber.

4. Services

4.1 Markeat Consulting shall be providing the following Services to the Subscriber:

• a) Unified dashboard captures several data points and assists the owners in effective implementation of various business strategies like advertisements, promotions, customer benchmarking, management calls etc.
• b) Analyse and process data to provide the Subscriber with tailor made solutions in respect of his/her restaurant business.
• c) Use the same in respect of understanding market trends to provide business solutions and strategies.
• d) Establishing marketing and business development strategies for the Subscriber’s business.
• e) Optimise business efficiency and minimisation of business risks.
• f) Communicate with the subscriber, either directly or through one of its Subscribers, including for customer service, to provide the Subscriber’s with updates and other information relating to their website, and for marketing and promotional purposes.

4.2 Any enhancements, new features or upgrades to the Services are also subject to these Terms and Markeat Consulting reserves its right to deploy the same at any time within prior intimation to the Subscribers.

4.3 The Services may temporarily be unavailable due to scheduled downtime for upgrades and maintenance in which case Markeat Consulting shall use reasonable endeavours to notify the Subscriber in advance.

4.4 Notwithstanding anything to the contrary contained elsewhere, Markeat Consulting shall not be liable for unavailability of the Services caused by circumstances beyond ‘Markeat Consulting’s reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond Markeat Consulting's reasonable control (including, without limitation, inability to access the internet), or acts undertaken by third-parties, including without limitation, distributed denial of service attacks.

5. Intellectual Property Rights

• 5.1 Except for the rights granted to the Subscriber under clause 3, all rights, title and interest in and to all intellectual property and/or proprietary rights, title and interest in or related to the Services, including patents, inventions, copyrights, trademarks, domain names, trade secrets or know-how shall belong to and remain exclusively with Markeat Consulting.
• 5.2 Subscriber owns the rights to the requisite data that the Subscriber provides to Markeat Consulting.
• 5.3 Subscriber does not claim ownership over such Subscriber Data, however, by posting or transferring Subscriber Data to Markeat Consulting, the Subscriber grants a non-exclusive licence and permission to use the Subscriber Data generated by Subscriber solely to provide, maintain and improve the Services.
• 5.4 All rights not expressly provided to Subscriber herein are reserved.

6. Third-Party Services

Subscriber acknowledges and agrees that Subscriber’s use of Third-Party Services will be subject to the terms and conditions and privacy policies of such third-party and that Markeat Consulting shall not be liable for Subscriber’s enablement, access or use of such Third-Party Services, including for processing of Subscriber’s data by such third-party. The Subscriber should contact that Third-Party Service provider for any issues arising in connection with use of such Third-Party Service.

7. Charges And Payments

• 7.1 Subscription Charges: The Subscription Charges are due in full and payable in advance when Subscriber subscribes to the Services. The Subscription Charges shall be specified at the time of subscribing to the Services of Markeat Consulting.
• 7.2 Payment: Subscriber hereby authorizes Markeat Consulting or its authorized agents, as applicable, to bill Subscriber upon Subscriber’s subscription to the Services (and any renewal thereof).
• 7.3 Refunds: Unless otherwise specified in this Agreement, all Subscription Charges are non-refundable. No refunds shall be issued for partial use or non-use of the Services by Subscriber.
• 7.4 Non-payment of Subscription Charges: Markeat Consulting will notify Subscriber if Markeat Consulting does not receive payment towards the Subscription Charges within the due date for Markeat Consulting’s Account. Markeat Consulting must receive payments within a maximum of ten (10) days from the date of Markeat Consulting' notice. If Markeat Consulting does not receive payment within the foregoing time period, in addition to its right to other remedies available under law, Markeat Consulting may (i) charge an interest for late payment @ 1.5% per month and/or; (ii) suspend Subscriber’s access to and use of the services until Markeat Consulting receives Subscriber’s payment towards the Subscription Charges as specified herein and/or; (iii) terminate Subscriber’s Account.
• 7.5 Applicable Taxes: Unless otherwise stated, the Subscription Charges include the applicable taxes (collectively “Taxes”).

8. Term, Termination, Suspension

• 8.1 It is stated that per Subscription Term shall be for a minimum period of 1 year. Thereafter, the same can be renewed with mutual consent of the parties and on such terms as agreed between the parties.
• 8.2 Termination by Subscriber: The Subscriber may terminate their Account and subscription to the Services at any time with thirty (30) days prior written notice, but will remain liable for all Subscription Charges for the Subscription Term. Unless the Subscriber’s Account and subscription to the Services is terminated, the subscription to the Services will renew for a Subscription Term equivalent in length to the then expiring Subscription Term at Markeat Consulting’s then prevailing Subscription Charges.
• 8.3 Termination and Suspension by Markeat Consulting: In addition to suspension for late payment or non-payment of Subscription Charges, Markeat Consulting may suspend Subscriber’s access to and use of the Subscriber’s Account or the Services if the Subscriber is in violation of the terms of this Agreement. Markeat Consulting will notify the Subscriber of its activities that violate this Agreement and provide the Subscriber with a period of thirty (30) days to cure or cease such activities (“Cure Period”). If the Subscriber does not cure or cease such activities within the said Cure Period or if Markeat Consulting believes that Subscriber’s breach of this Agreement cannot be cured, the Subscriber’s Account shall be terminated immediately.
• 8.4 Termination for Insolvency: Notwithstanding anything contained herein, either Party may terminate this Agreement without notice if the other Party becomes insolvent, makes or has made an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against such Party (except for involuntary bankruptcies which are dismissed within sixty (60) days, or has a receiver or trustee appointed for substantially all of its property.
• 8.5 Effect of Terminating Subscriber’s Account: Following the termination of Subscriber’s Account either by Subscriber or Markeat Consulting, the Subscriber may export Subscriber Data from within the Services within six (6) months of effective termination of the Subscriber’s Account (“Data Retention Period”), beyond which period Markeat Consulting may delete all Subscriber Data. The Subscriber may reactivate their terminated Account within such Data Retention Period, unless the termination is by Markeat Consulting.

9. Confidentiality

• 9.1 If the Subscriber chooses or is provided with a user identification code, login, password, or any other information as part of Markeat Consulting's security procedures, Subscriber must treat such information as confidential and shall not disclose such information to any third-party other than a User. Markeat Consulting has the right to disable any user identification code or password, whether chosen by Subscriber or allocated by Markeat Consulting, at any time, if in Markeat Consulting's reasonable opinion, Subscriber has failed to comply with any of the provisions of this Agreement. Markeat Consulting will not be responsible for any activities, including any attempted or actual access or loss of data occurring under Subscriber’s Account as a result of Subscriber’s non-compliance with its obligations under this clause.
• 9.2 Confidentiality obligations: Each of the Parties will protect the other’s Confidential Information from unauthorized use, access, or disclosure in the same manner as each of the Parties protects its own Confidential Information, and in any event, no less than reasonable care. Except as otherwise expressly permitted under this Agreement, each of the Parties may use the other’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement and shall disclose such Confidential Information solely to those of its respective employees, representatives, and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information. The provisions of this sub-clause shall supersede any non-disclosure agreement by and between the Parties entered prior to this Agreement that would purport to address the confidentiality of any Confidential Information, and such agreement shall have no further force or effect with respect to the Confidential Information.

10. Data Protection

• 10.1 Markeat Consulting and Subscriber understand and acknowledge that Markeat Consulting does not obtain, use, or disclose any Personal Data from Subscribers’ customers for any purpose other than for providing the Services under this Agreement. Markeat Consulting may use Personal Data received from Subscriber only when the consent to share the Personal Data has been given to Markeat Consulting, including business improvement.
• 10.2 The Subscriber agrees that Markeat Consulting may process any Subscriber Data or Personal Data in accordance with this Agreement and the Privacy Policies available on the website.
• 10.3 The Subscriber agrees that Markeat Consulting may Process Subscriber Data to provide, maintain, and improve the Services, or prevent or address any technical problems.
• 10.4 The Subscriber agrees that Markeat Consulting may access or disclose information about the Subscriber, their Account to comply with the law or to prevent infringement of Markeat Consulting’s Subscribers’ or Markeat Consulting’s proprietary rights. At Markeat Consulting's sole discretion, any suspected fraudulent, abusive, or illegal activity by the Subscriber may be referred to law enforcement authorities.
• 10.5 Markeat Consulting shall use appropriate technical and organizational measures to protect the Subscriber Data. The measures used are designed to provide a level of security appropriate to the risk of Processing the data. Markeat Consulting shall ensure that any person authorized by Markeat Consulting to Process the Subscriber Data shall protect it in accordance with Markeat Consulting's confidentiality obligations under this Agreement.
• 10.6 Markeat Consulting shall, without undue delay, notify the Subscriber and/or User of any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to the Subscriber Data or User’s Personal Data processed by Markeat Consulting.
• 10.7 Markeat Consulting may perform analytics on Subscriber Data to improve, enhance, support, and operate the Services and compile statistical reports and record insights into usage patterns. Subscriber acknowledges that Markeat Consulting uses Subscriber Data for the aforementioned purpose in compliance with applicable laws.
• 10.8 Subscriber acknowledges and agrees that it is solely responsible for complying with all applicable data protection laws including obtaining all necessary consents and authorizations to collect any of its Subscribers' Personal Data for use with the Services under this Agreement.

11. Warranties

• 11.1 The services, including all server and network components, are provided on an “as is” and “as available” basis. All express or implied representations and warranties, including any implied warranty of merchantability, fitness for a particular purpose, accuracy, or non-infringement, are hereby excluded.
• 11.2 The Subscriber acknowledges that Markeat Consulting does not warrant that the access to the service, which is provided over the internet and various telecommunications networks, all of which are beyond Markeat Consulting’s control, will be uninterrupted, timely, secure, error-free, or free from viruses or other malicious software.

12. Limitation of Liabilities

To the fullest extent permitted by applicable law, in no event will either party, its affiliates, officers, directors, employees, agents, suppliers, or licensors be liable to any person for any indirect, incidental, special, punitive, cover, or consequential damages (including, without limitation, damages for lost profits, lost revenue, lost sales, lost goodwill, loss of use or lost content, impact on business, business interruption, loss of anticipated savings, loss of business opportunity) however caused, under any theory of liability, including, without limitation, contract, tort, warranty, breach of statutory duty, negligence or otherwise, except payment obligations of the Subscriber even if either party has been advised as to the possibility of such damages or could have foreseen such damages. To the maximum extent permitted by applicable law, Markeat Consulting’s aggregate liability and that of its affiliates, officers, employees, agents, suppliers, and licensors, relating to the services, will be limited to an amount equal to the lower of (a) 3 months of the subscription charges paid for the services; or (b) the charges paid by Subscriber, for the services prior to the first event or occurrence giving rise to such liability.

13. Indemnification

The Subscriber will indemnify and hold Markeat Consulting harmless against any claim brought by a third party against Markeat Consulting, and its respective employees, officers, directors, and agents arising from Subscriber’s acts or omissions provided that (a) Markeat Consulting promptly notifies Subscriber of the threat or notice of such a claim, (b) Subscriber has or will have the sole and exclusive control and authority to select legal representatives, or to defend and/or settle any such claim; and (c) Markeat Consulting fully cooperates with Subscriber in connection therewith. Subscriber will have no obligation or liability with respect to any such claim arising out of the gross negligence or wilful misconduct of Markeat Consulting.

14. Miscellaneous

• 14.1 Entire Agreement and Revisions: This Agreement, together with any schedules or annexes, constitute the entire agreement, and supersede any and all prior agreements, written or oral, between Subscriber and Markeat Consulting with regard to the subject matter hereof. This Agreement shall prevail over the terms or conditions in any purchase order or other order documentation Subscriber or any entity that Subscriber represents provides (all such terms or conditions being null and void), and, except as expressly stated herein, there are no other agreements, representations, warranties, or commitments which may be relied upon by either Party with respect to the subject matter hereof. In case of a conflict between this Agreement and an Order Form, the Order Form shall prevail. In case of a conflict between two Order Forms, the Order Form later in date shall prevail. Upon mutual consent, this Agreement may be amended in writing, in which case the latest version of this Agreement will supersede prior versions.
• 14.2 Severability and Waiver: If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified or interpreted so as to best accomplish the original intent of that provision to the fullest extent permitted by applicable law, and the remaining provisions of this Agreement shall remain unaffected and in effect. Markeat Consulting's non-exercise of any right under or provision of this Agreement does not constitute a waiver of that right or provision of this Agreement.
• 14.3 Relationship between the Parties: The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the Parties.
• 14.4 Survival of Clauses: All clauses which, by their nature are intended to survive, including without limitation clauses in respect to Definitions, Intellectual Property Rights, Confidentiality, Charges and Payment, Warranties, Limitation of Liability, Indemnification, Dispute Resolution shall survive any termination of Markeat Consulting's agreement with respect to use of the Services by the Subscriber. Termination shall not limit or waive either Party’s liability for obligations accrued as of or prior to such termination or for any breach of this Agreement.
• 14.5 Notices: All notices to be provided by Markeat Consulting to Subscriber under this Agreement may be delivered in writing at the address provided by the subscriber or (ii) by electronic mail on the email address provided for the Subscriber’s Account.
• 14.6 Publicity Rights: Subscriber hereby grants Markeat Consulting the right to identify Subscriber as a user of Markeat Consulting's Services on Markeat Consulting’s websites and/or marketing collateral and to include Subscriber’s use of the Services in case studies.
• 14.7 Governing Law and Dispute Resolution: This Agreement shall be governed by the laws of India. Any disputes or differences arising out of or in connection with this Agreement (the “Dispute”) shall be resolved by arbitration administered under the Arbitration and Conciliation Act, 1996. The seat and venue of the arbitration shall be Mumbai. The Tribunal shall consist of a single arbitrator. The language of the arbitration shall be English.