TERMS AND CONDITIONS
Partner Terms & Conditions
Welcome to J & T Associates Pvt. Ltd. trading as Opasa.app (“Company”, “we”, “our”, “us”)! These Terms of Service (“Terms”, “Terms of Service”) govern your use of our website located at www.opasa.app (together or individually “Service”) operated by J & T Associates Pvt. Ltd. trading as Opasa
By using our service, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or by emailing at [email protected]
If you wish to purchase any product or service made available through service (“Purchase”), you may be asked to supply certain information relevant to your purchase including but not limited to, your credit or debit card number, the expiration date of your card, your billing address, and your shipping information.
You represent and warrant that: (i) you have the legal right to use any card(s) or other payment method(s) in connection with any purchase; and that (ii) the information you supply to us is true, correct and complete.
We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.
We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.
4. Contests, Sweepstakes and Promotions
Some parts of Service are billed on a subscription basis ("Subscription(s)"). You will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing cycles will be set depending on the type of subscription plan you select when purchasing a subscription.
At the end of each billing cycle, your subscription will automatically renew under the exact same conditions unless you cancel it or we cancel it. You may cancel your subscription renewal either through your online account management page or by contacting [email protected] customer support team.
Payment for subscription can either be made via eSewa, Khalti or direct bank deposit. Details of the eSewa, Khaliti and bank account details will be mentioned in your Welcome email when you sign up at https://oapsa.app/food/merchantsignup
6. Free Trial
We, at its sole discretion, offer a subscription with a free trial for a limited period of time ("Free Trial").
At any time and without notice, we reserve the right to (i) modify terms of service of free trial offer, or (ii) cancel such Free Trial offer.
7. Fee Changes
We in its sole discretion and at any time, may modify subscription fees for the subscriptions. Any subscription fee change will become effective at the end of the then-current billing cycle. We will provide you with a reasonable prior notice of any change in subscription fees to give you an opportunity to terminate your subscription before such change becomes effective.
Your continued use of service after subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.
For the latest subscriptions fees and details please visit https://oapsa.app/food/merchantsignup
1. Opasa’s Obligation
3.1. We will display information and your menu on our platform the way you have uploaded details from your merchant portal.
3.2. We will forward orders placed by customers to you via a merchant portal at https://opasa.app/merchant/loginand or via the Partner/Outlet application on a real-time basis;
3.5. Customer will directly contact the partner outlet should there be any complaints in regards to the quality of the food ordered etc. If the partner outlet is unable to resolve customer complaints the customers have an option to scale up the grievance to us.
3.6. We may deactivate the outlet/vendor’s account if the outlet/vendor is found non-compliant with any local law or do not follow the partner terms and conditions.
2. Partner/Outlet Obligations
4.1. Partner/Outlet shall treat orders received from customer ordering via our platform with the same level of care, prep times,attention, including providing the correct food items as per the customer order and providing the right packaging to avoid spillage or destruction of food items, as it treats customer orders received via its own sales channels
4.2. Partner/Outlet will ensure that the information provided in our platform is always up to date and accurate
4.3. Partner/Outlet will use the merchant application to make timely changes or updates to their information, including but not limited to menu items, menu prices, operating hours and any other information.
4.4. There is no minimum value order amount for customers to place an order with us, but the Partner/Outlet have an option to put a minimum value order
4.5. Partner/Outlet will accept all orders placed by customers within two minutes of the order appearing on the merchant application and, if the Partner/Outlet fails to accept orders more than 2 times in a week the merchant account will be deactivated. If the partner outlet is busy and unavailable to take online orders, it is recommended to unpublish your outlet via the merchant account or decline the order with a suitable decline remarks.
4.6. Customer can contact partner/outlet directly to request any change or modification to an order, for payment that has been made via payment wallet (eSewa, Khalti) then customers are not allowed to change he order or cancel the orders.
4.7. The Partner/Outlet warrants that the goods provided to customers are:
a) of high quality and fit for human consumption; and
b) Comply with all relevant local legislations, including all applicable food industry regulations including all packaging and labeling requirements required for goods of that type;
4.8. Partner/Outlet will ensure that the preparation time of an order will not exceed 30 minutes from the acceptance time of the relevant order;
4.9. Partner/Outlet will be responsible for all issues and costs associated with cancellation of the order by the customers if from its failure to comply with such 30-minute preparation time period including costs associated with compensating the customer;
4.10. Partner/Outlet will not engage in any fraudulent activity or misuse any benefits extended by Opasa to it or to customers
4.11. Partner/Outlet will not at any time offer by way of any medium a price for any food and beverage item which is lower than the then-current price of the applicable item set out in the menu;
4.12. Partner/Outlet is now allowed to list higher menu prices in the portal then what it is selling at its outlet (we will regularly make visits to outlets to compare the prices, should we find higher prices then the menu price, a warning will be given and if it occurs again we have the right to terminate your agreement with us you forfeit the subscription or any charges you might have given to us)
4.13. You shall disclose all relevant details pertaining to problem order(s) to Opasa upon becoming aware of the same.
4.14. Partner/Outlet will ensure that prices for goods displayed on a menu are at all times inclusive of applicable taxes and charges, including VAT;
4.15. Partner/Outlet shall perform its obligations hereunder in accordance with: (a) good industry practice; (b) Technical Standards; (c) All applicable professional rules, code of conduct, regulations and associated guidelines; (d) Any timescales set out herein; and (e) Applicable law.
8. The Opasa Platform
Opasa is a digital delivery and transportation network which operates a software platform matching, amongst other things, customers seeking to place Orders with Partner/Outlet s via the Opasa Platform.
The Partner/Outlet acknowledges that neither Opasa nor its affiliates providing delivery or transportation or food services or function as a transportation service provider or own any vehicles for delivery and that all delivery services are provided by independent third-party contractors who are not employed by Opasa or any of its affiliates.
8.1 License Subject to your compliance with this agreement, Opasa grants you a limited, non-exclusive, non-sub-licensable, revocable, non-transferrable license to: (a) access and use the Opasa platform and the Partner/Outlet application solely with respect to the services; and (b) access and use any content, information and related materials that may be made available to the Partner/Outlet through the Opasa platform, in each case solely to provide services to customers. Any rights not expressly granted herein are reserved by Opasa and Opasa’s licensors.
8.2 Restrictions You may not: (a) remove any copyright, trademark or other proprietary notices from any portion of the Opasa platform or the Partner/Outlet application; (b) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Opasa platform or the Partner/Outlet application except as expressly permitted by Opasa; (c) decompile, reverse engineer or disassemble the Opasa platform or the Partner/Outlet application except as may be permitted by applicable law; (d) link to, mirror or frame any portion of the Opasa platform or of the Partner/Outlet application; (e) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Opasa platform or of the Partner/Outlet application or unduly burdening or hindering the operation and/or functionality of any aspect of the Opasa platform or the Partner/Outlet application; or (f) attempt to gain unauthorized access to or impair any aspect of the Opasa platform or the Partner/Outlet application or their related systems or networks.
8.3 Ownership: The Opasa platform and the Partner/Outlet application and all rights therein are and shall remain Opasa’s property or the property of Opasa’s licensors. Neither this agreement nor Partner/Outlet use of the Opasa platform or of the Partner/Outlet application convey or grant to you any rights: (a) in or related to the Opasa platform or the Partner/Outlet application, as applicable, except for the limited license granted above; or (b) to use or reference in any manner Opasa’s company names, logos, product and service names, trademarks or services marks or those of Opasa’s licensors.
9. Charges, Payments and Commission 9.1. The Partner/Outlet acknowledges and agrees that while Opasa will use its reasonable efforts to ensure that the Opasa platform is not misused by customers for the placement of wrong orders, it is the ultimate responsibility of the Partner/Outlet to determine whether an order is wrong or not. In the event of a wrong order, the Partner/Outlet undertakes to report such a wrong order to Opasa through the device or call Opasa for Opasa’s action and investigation.
9.2. Opasa may perform a variety of marketing activities to promote the Partner/Outlet and the Partner/Outlet ’s menu; provided, however, that all such marketing activities will be determined in Opasa’s sole and absolute discretion and the Opasa platform may be modified or updated, without notice and from time to time, to reflect any such changes.
9.3. The Partner/Outlet acknowledges and agrees that the Opasa platform will provide the following payment mechanisms to customers for the payment of the order value: (a) Cash On Delivery; (b) Electronic Payment Mechanism (eSewa and FonePay; and (c) Redemption of vouchers and/or discount promotion (if any) approved by Opasa.
9.4. Opasa will settle net order value owed to Partner/Outlet in accordance with the payment terms specified on the enrollment agreement (“Payments”). Partner/Outlet agrees that Opasa shall be entitled to set-off any amount’s Partner/Outlet owes to Opasa hereunder (including the Commission Percentage) from the payments. Partner/Outlet will be responsible for any taxes or charges payable on the goods including collecting, paying and reporting such taxes to the appropriate authorities and providing customers with compliant tax invoices where required under local laws for the goods.
9.5. Partner/Outlet acknowledges and agrees that Opasa will provide the Partner/Outlet with a monthly statement within a period of 7 (seven) business days from the last day of each month setting forth all of the orders during such month and any amounts due to Opasa in respect of orders (including the commission percentage). Such statements will be sent to the Partner/Outlet using the email address specified in the enrollment agreement. Parnet/Outlet can also any time view reports from the merchant portal under report section.
9.6. In the event that an order is not delivered to a customer as a direct result of the negligence or willful misconduct of a delivery person/partner, Opasa shall waive the commission percentage owed to it in relation to such order and Opasa shall put forth its best commercial efforts to procure that such deliver person re-pay customer or Partner/Outlet the order value if such amount was paid by customer in advance.
9.7. The parties acknowledge and agree that the accumulated average delivery rating is entirely under the control of the customers and that it is calculated using the ratings which are given by the customer in respect of each order which is placed by such customer with a particular Partner/Outlet on the Opasa platform.
9.8. The Partner/Outlet acknowledges and agrees that Opasa reserves the right to review and modify the foregoing delivery rating system and the commission percentage periodically upon sending an email notice to the Partner/Outlet and that Opasa’s decision in this regard shall be final and binding on the Partner/Outlet .
10.1. The Partner/Outlet must meet all of the following requirements when it receives an online payment order:
10.2. Ensure that it does not receive any additional payment from a customer (including but not limited to payment by cash) when payment has been made online by a customer; and 10.3. Follow all special instructions contained on the order receipt or as communicated by service operator.
10.4. The Partner/Outlet agrees that it will treat all information concerning this agreement and the enrollment agreement (including their respective terms), Opasa and its group, the Opasa platform and all information concerning customers which has been provided to it pursuant to the terms of this agreement as confidential information (“Confidential Information”) and will not, except as provided in this agreement, disclose, use or permit the disclosure or use of such information to any third party. The Partner/Outlet further agrees that a breach of this provision would cause Opasa to suffer irreparable harm and damage that could not be adequately remedied by payment of monetary damages and therefore, in addition to monetary damages and other legal remedies, the Partner/Outlet agrees that Opasa will be entitled to obtain equitable and injunctive relief as may be necessary to restrain any threatened, continuing or further breach by the Partner/Outlet . The restrictions referred to in this Clause will not apply to any Confidential Information to the extent that such information: (a) is already known to the Partner/Outlet , (b) is in or comes into the public domain otherwise than as a result of any breach of this agreement or (c) is required to be disclosed by law.
10.5. Partner/Outlet shall process any personal information received from Opasa or any customer in accordance with applicable law and only for the purposes of discharging its obligations under this agreement. For the purposes of this clause, the following definitions shall apply: (a) “Personal Information” means any information relating to an identified or identifiable person who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his physical, physiological, mental, economic, cultural or social identity, and (b) “Process” means to collect, hold, use, transfer, destroy and otherwise deal in any with personal information.
Content found on or through this service are the property of J & T Associates Pvt. Ltd. trading as Opasa or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.
12. Prohibited Uses
You may use service only for lawful purposes and in accordance with terms. You agree not to use service:
12.1. In any way that violates any applicable national or international law or regulation.
12.2. For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content or otherwise.
12.3. To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter,” “spam,” or any other similar solicitation.
12.4. To impersonate or attempt to impersonate company, a company employee, another user, or any other person or entity.
12.5. In any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.
12.6. To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of service, or which, as determined by us, may harm or offend company or users of service or expose them to liability.
Additionally, you agree not to:
12.7. Use service in any manner that could disable, overburden, damage, or impair service or interfere with any other party’s use of service, including their ability to engage in real time activities through service.
12.8. Use any robot, spider, or other automatic device, process, or means to access service for any purpose, including monitoring or copying any of the material on service.
12.9. Use any manual process to monitor or copy any of the material on service or for any other unauthorized purpose without our prior written consent.
12.10. Use any device, software, or routine that interferes with the proper working of service.
12.11. Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.
12.12. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of service, the server on which service is stored, or any server, computer, or database connected to service.
12.13. Attack service via a denial-of-service attack or a distributed denial-of-service attack.
12.14. Take any action that may damage or falsify company rating.
12.15. Otherwise attempt to interfere with the proper working of service.
We may use third-party service providers to monitor and analyze the use of our service.
When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on service.
You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene. We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.
15. Intellectual Property
Service and its original content (excluding content provided by users), features and functionality are and will remain the exclusive property of Opasa and its licensors. Service is protected by copyright, trademark, and other laws of and foreign countries. Our trademarks may not be used in connection with any product or service without the prior written consent from us.
16. Copyright Policy
We respect the intellectual property rights of others. It is our policy to respond to any claim that content posted on service infringes on the copyright or other intellectual property rights (“Infringement”) of any person or entity.
You may be held accountable for damages (including costs and attorneys’ fees) for misrepresentation or bad-faith claims on the infringement of any content found on and/or through service on your copyright.
17. Error Reporting and Feedback
You may provide us either directly at [email protected] or via third party sites and tools with information and feedback concerning errors, suggestions for improvements, ideas, problems, complaints, and other matters related to our service (“Feedback”). You acknowledge and agree that: (i) you shall not retain, acquire or assert any intellectual property right or other right, title or interest in or to the feedback; (ii) Company may have development ideas similar to the Feedback; (iii) Feedback does not contain confidential information or proprietary information from you or any third party; and (iv) Company is not under any obligation of confidentiality with respect to the feedback. In the event the transfer of the ownership to the feedback is not possible due to applicable mandatory laws, you grant company and its affiliates an exclusive, transferable, irrevocable, free-of-charge, sub-licensable, unlimited and perpetual right to use (including copy, modify, create derivative works, publish, distribute and commercialize) feedback in any manner and for any purpose.
18. Links To Other Web Sites
Our service may contain links to third party web sites or services that are not owned or controlled by us.
We has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.
For example, the outlined terms of service have been created using PolicyMaker.io, a free web application for generating high-quality legal documents. PolicyMaker’s free Terms and Conditions generator is an easy-to-use free tool for creating an excellent standard Terms of Service template for a website, blog, e-commerce store or app.
You acknowledge and agree that company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services.
We strongly advise you to read the terms of service and privacy policies of any third party web sites or services that you visit.
19. Disclaimer Of Warranty
These services are provided by company on an “as is” and “as available” basis. Company makes no representations or warranties of any kind, express or implied, as to the operation of their services, or the information, content or materials included therein. You expressly agree that your use of these services, their content, and any services or items obtained from us is at your sole risk.
Neither company nor any person associated with company makes any warranty or representation with respect to the completeness, security, reliability, quality, accuracy, or availability of the services. Without limiting the foregoing, neither company nor anyone associated with company represents or warrants that the services, their content, or any services or items obtained through the services will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, that the services or the server that makes it available are free of viruses or other harmful components or that the services or any services or items obtained through the services will otherwise meet your needs or expectations. Company hereby disclaims all warranties of any kind, whether express or implied, statutory, or otherwise, including but not limited to any warranties of merchantability, non-infringement, and fitness for particular purpose.
The foregoing does not affect any warranties which cannot be excluded or limited under applicable law.
20. Limitation Of Liability
Except as prohibited by law, you will hold us and our officers, directors, employees, and agents harmless for any indirect, punitive, special, incidental, or consequential damage, however it arises (including attorneys’ fees and all related costs and expenses of litigation and arbitration, or at trial or on appeal, if any, whether or not litigation or arbitration is instituted), whether in an action of contract, negligence, or other tortious action, or arising out of or in connection with this agreement, including without limitation any claim for personal injury or property damage, arising from this agreement and any violation by you of any federal, state, or local laws, statutes, rules, or regulations, even if company has been previously advised of the possibility of such damage. Except as prohibited by law, if there is liability found on the part of company, it will be limited to the amount paid for the products and/or services, and under no circumstances will there be consequential or punitive damages. Some states do not allow the exclusion or limitation of punitive, incidental or consequential damages, so the prior limitation or exclusion may not apply to you.
We may terminate or suspend your account and bar access to service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of terms.
If you wish to terminate your account, you may simply discontinue using service and email us [email protected], you also do have an option to pause your membership. All provisions of terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
22. Governing Law
These tgerms shall be governed and construed in accordance with the laws of Nepal, which governing law applies to agreement without regard to its conflict of law provisions. Our failure to enforce any right or provision of these terms will not be considered a waiver of those rights. If any provision of these terms is held to be invalid or unenforceable by a court, the remaining provisions of these terms will remain in effect. These terms constitute the entire agreement between us regarding our service and supersede and replace any prior agreements we might have had between us regarding service.
23. Changes to Service
We reserve the right to withdraw or amend our service, and any service or material we provide via our website or mobile apps, in our sole discretion without notice. We will not be liable if for any reason all or any part of service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of service, or the entire service, to users, including registered users.
24. Amendments to Terms
We may amend terms at any time by posting the amended terms on this site. It is your responsibility to review these terms periodically.
Your continued use of the platform following the posting of revised terms means that you accept and agree to the changes. You are expected to check this page frequently, so you are aware of any changes, as they are binding on you.
By continuing to access or use our service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use service.
25. Waiver and Severability
No waiver by company of any term or condition set forth in terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of company to assert a right or provision under terms shall not constitute a waiver of such right or provision.
If any provision of terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of terms will continue in full force and effect.
By using service or other services provided by us, you acknowledge that you have read these terms of service and agree to be bound by them.
27. Contact Us
Please send your feedback, comments, requests for technical support by email: [email protected]