LETTER OF UNDERSTANDING
This Letter of Understanding (“LOU”) is made on Date : 29-08-2024 (the “Effective Date”) by and between;
Bundl Technologies Private Limited, a company registered under the Companies Act, 1956, having its registered office
at 3rd Floor, (Internally designated as at No. 55 Sy No 8 To 14, I & J Block, Ground Floor, Embassy Tech Village, Outer
Ring Road, Devarbisanahalli, Varthur, Bengaluru – 560103 (“Swiggy”) AND Chai Sutta
a company/ partnership firm/ proprietary firm, having its corporate office at
HQP3+2PC Pimpri-Chinchwad, Maharashtra
Swiggy and the Restaurant Participant/ Merchant are hereinafter jointly referred to as the “Parties“ and each, individually,
a “Party“ , as the context may so require.
NOW THEREFORE, THE PARTIES HEREBY AGREE AND CONTRACT AS FOLLOWS:
Capitalized terms used but not defined herein shall have the meaning assigned to them under the Merchant Terms of Use
available at https://partner.swiggy.com/sellertnc (“Merchant Terms”).
1. Merchants understands that Swiggy is engaged in the business of inter alia operating an online platform under the
name and style “Swiggy”, through its Platform, which enables transactions between Merchants and Buyers, dealing in
prepared food and beverages. The Platform is utilized by Buyer(s) to choose and place Order(s) from a variety of
prepared food products listed and offered for sale by Merchants on the Platform, pursuant to which Swiggy facilitates
Delivery of such Order(s)through the independent pick-up and delivery partner engaged on principal to principal basis in
select serviceable geographical area of the cities in India. The Merchant wishes to avail the Services enabled by Swiggy
on a non-exclusive and contractual basis subject to the terms and conditions set out in the Merchant Terms, which
includes, inter alia, warranties provided, obligations, intellectual property rights, confidentiality, responsibilities and grounds
for termination.
2. The Merchant represents that (i) it is engaged in the business of food retail under the brand name and style
Chai Sutta serving food products and beverages through its multiple outlets owned and managed by
the Merchant only and not the franchisees, the list enclosed in Annexure - A; (ii) it has full power and capacity to enter into
and perform its obligations under this LOU;(iii)has taken all necessary licenses applicable to its business and is fully
compliant with the provisions of the Food Safety and Standards Act, 2006 and rules and regulations prescribed thereunder
(“FSSA”), as amended from time to time; (iv)it shall not provide for sale on the platform, or for delivery to any executive
pursuant to sales facilitated on the Platform, any food items that may be unsafe, or misbranded or substandard or which
contain extraneous matter or for which a license is required under FSSA, except in accordance with the conditions of the
license; and(v)all the information and contents provided by it, as required, to Swiggy are true, correct and accurate.
3. The Merchant shall pay 24 % of the Gross Value towards Service Fee to Swiggy for a period of 12 months from
the Effective Date. Post the expiry of aforesaid period of 12 months, the Parties shall mutually agree on the Service Fee
payable by the Merchant. The Parties agree that the Service Fee shall be valid for 12 months from the Effective Date, upon
expiry of which they may review the same.
4. The Merchant shall pay to Swiggy Rs 0 (Inclusive of GST) towards one-time onboarding and listing facilitation
services (Onboarding and Listing Facilitation Service Fee) availed by the Merchant at the time of on-boarding. Swiggy shall
collect INR 0 (Inclusive of GST) upfront during the onboarding process and shall deduct the remaining INR 0
(Inclusive of GST) from the weekly settlement amount.
5. Swiggy shall collect, for and on behalf of the Merchant, the payments received from the Buyers and remit the
same to the bank account of the Merchant in accordance with the Payment Terms after deductions of Service Fee,
Other Charges as mentioned under the Schedule of Charges and GST & other taxes applicable thereon at the prevailing
rates.
6. Swiggy shall provide the Merchant with consolidated reports of Orders placed and other details for the Settlement
Period. All such reports and invoice/s shall be sent to the Merchant by electronic mail to shawarmawala08@gmail.com
7. The Merchant confirms and undertakes that it has read and understood the Merchant Terms that are incorporated
by reference herein and are deemed to be part of this LOU. The Parties hereby agree to be bound by the terms set out in
Merchant Terms which shall be read into and form a part of this LOU.
8. The Merchant further confirms and undertakes that the supporting documents provided by the Merchant along
with this LOU are true and correct to their knowledge and understanding.
[Digitally] Signed by the Merchant:
Name: Gangasagar Uttam Hente
Designation: Owner
Authorised Signatory Date : 29-08-2024
Annexure A
1. The Merchant shall pay ServiceFee to Swiggy for the services availed as specified under Annexure-A.The Merchant agree
that the Service Fee shall be valid for six (6) months from Effective Date,which may be reviewed upon expiry of six months.
2. The Merchant shall pay to Swiggy Rs. 0 towards one-time onboarding and listing facilitation services (Onboarding and
Listing Facilitation Service Fee) availed by the Merchant at the time of on-boarding. Swiggy shall collect INR 0 upfront
during the onboarding process and shall deduct the remaining INR 0 from the weekly settlement amount.
I. DETAILS OF SERVICE FEE
Merchant shall pay Swiggy a Service Fee of 22 % calculated on the Gross (as defined in Merchant T&C above)
for facilitating the Delivery Services.
II. Other Applicable Fixed fee in addition to the Service Fee above shall be as per the table below:
Merchant shall pay collection fee to Swiggy for facilitating payments from the customers on the Swiggy Platform (since it is a
cost incurred by Swiggy) in a seamless manner. The collection fee rates are as follows:
a) Collection Fee: 2 %
Notification no. 17/2021 Central Tax (rate) was issued on 18 November 2021. This communication is intended to
inform you about the implications of the above mentioned GST notification applicable from 01 January 2022.
We wish to bring to your attention the latest Notification No. 17/2021 dated November 18, 2021 issued by Central Board of
Indirect Tax and Customs (CBIC) through which the e-commerce operator (ECO) is now made liable to pay GST on
“restaurant services” provided through the e-commerce platform. Note that this change is not applicable for restaurant
services provided from a premise with declared tariff of Rs. 7,500/- or above per day. At present, this provision shall be
effective from January 01, 2022.
Bundl Technologies Private Limited (hereinafter referred to as “BTPL” or “Swiggy” or “the company”) qualifies as an “e-
commerce operator” under Section 2(45) of Central Goods and Services Tax Act, 2017. Therefore, based on the above
notification read with Section 9(5) of CGST Act, 2017, Swiggy will be responsible to pay GST on restaurant services
provided through its website / app from January 01, 2022.
In this regard to comply with the above change, Bundl Technologies Private Limited (hereinafter referred to as “BTPL” or
“Swiggy” or “the company”) is classified as an ECO as per the applicable provisions of the GST law and is required to
bifurcate the eateries operating on its platform into two broad categories as below:
1. Restaurant:
As per Notification No.11/2017 - Central Tax Rate F.No.354/117/2017-TRU dated 28th June, 2017, restaurant services” is
defined as “Restaurant service means supply, by way of or as part of any service, of goods, being food or any other article
for human consumption or any drink, provided by a restaurant, eating joint including mess, canteen, whether for
consumption on or away from the premises where such food or any other article for human consumption or drink is
supplied”.
A restaurant is a place which is in the business of preparing and serving food in the premises or as takeaway. An
illustration under this category is provided below:
a) Restaurants located in a premise where declared tariff is not exceeding Rs. 7,500 per day and providing
restaurant services;
b) Food and beverage sold as a part of restaurant services and which qualifies as restaurant services;
c) Cloud kitchens providing restaurant services; etc
d) Stand alone restaurants which are not ice cream parlors or bakeries.
As per Notification No. 17/2021 dated November 18, 2021, Swiggy shall be responsible
For restaurants with no GSTIN, Swiggy shall be responsible for charging, collecting and paying GST @ 5% on the total
order value.
Swiggy will also disclose such payment made in the GST returns as prescribed by CBIC.
2. Non-restaurant:
Shops / suppliers supplying other edible goods which do not qualify as “restaurant services” shall fall under this category.
Some of the example under this category is:
a) Standalone ice cream parlor who is not supplying “restaurant services”;
b) Standalone bakery who is not supplying “restaurant services”;
c) Sweet shops who is not supplying “restaurant services”;
d) Standalone chocolate shop who is not supplying “restaurant services”
e) Restaurants in hotels where the declared tariff of any accommodation unit is more than INR 7500/-
Note : the above list is not exhaustive and is merely illustrative for the purpose of understanding the definition of
non-restaurant basis interpretation of press releases and various notifications issued by the government of India in
relation to GST.
Such suppliers will continue to charge and pay applicable GST as per their current practice. These suppliers will have to
mandatorily get themselves registered under GST in line with Section 24 of the CGST Act, 2017. Swiggy shall only be
responsible to deduct and pay tax collected at source (TCS) under section 52 of the CGST Act 2017 at the rate of 1%. Note
that there is no change in the process of collection and payment of GST for such suppliers falling under this category.
In addition to the above two categories, given that there are eateries which provide both restaurant and non-restaurant
supplies on the platform from the same RID, we have come up with a separate category as below.
3. Hybrid:
In case where a supplier is involved in providing “restaurant services” and supplying other goods that does not qualify as
“restaurant services”, such supplier will be categorised under ‘hybrid model’.
Such supplier will have to bifurcate the “restaurant services” and other goods supplied through ECO. GST on “restaurant
services” provided through Swiggy shall be paid by Swiggy and applicable GST on goods supplied through Swiggy shall be
continued to be paid by the supplier.
Note that these suppliers will have to mandatorily get themselves registered under GST in line with Section 24 of the
CGST Act, 2017 as no turnover threshold shall be applicable for supply of goods through e-commerce operators.
Further, Swiggy shall also be responsible to deduct and pay tax collected at source (TCS) under section 52 of the CGST
Act 2017 at the rate of 1% on the value of other goods supplied through Swiggy’s platform.
Accordingly, we request you to categorize yourself into any one of the above categories via the below declaration. We also
request you to immediately communicate to us in case there is any change in the particulars given in the declaration at any
time.
Wherever appropriate, we shall suggest the appropriate classification as per our understanding of the law. However it is
solely your responsibility to classify yourself correctly.
Please note that this will form a part of the addendum to your MOU with Swiggy effective immediately.
We request you to consider this communication of utmost importance since it would also enable us to make the necessary
changes in our ERP system.
Thanking you in advance for your co-operation.
Best regards,
DECLARATION FOR THE PURPOSES OF DETERMINING GST COLLECTION
The following declaration is given with true understanding of the categorisation and the full understanding of the
aforementioned notification as issued under the GST law:
I/ We Chai Sutta (Legal Name of the entity/Restaurant name),having our place of business at
HQP3+2PC Pimpri-Chinchwad, Maharashtra
and having the FSSAI No./ Acknowledge No. 21524083001880 hereby acknowledge the understanding of the
Notification No. 17/2021 Central Tax (rate) dated 18 November 2021 read with Section 9(5) of CGST Act, 2017 and
applicable CGST Rules, 2017.
Accordingly, we declare that we classify our business as: Category I
•Restaurant
•Non- Restaurant
•Both (referred as “Hybrid”)
I/We confirm that we have classified our business correctly above.
I/We shall indemnify Bundl Technologies Private Limited (hereinafter referred to as “Swiggy”, “BTPL”, “ECO” or “the
company”), its affiliates, its directors and its employees from any demand of tax, interest or penalties arising on the
company in case the declaration is found to be fallacious. In addition, we undertake to declare as below and indemnify
Swiggy accordingly:
Declaration applicable in case you have selected “restaurant” above
1. I/ We understand and acknowledge that Swiggy shall collect and deposit GST at 5% to the extent of “restaurant
services” provided by us on Swiggy’s website/ application (‘Swiggy’s platform’). I/ We undertake that I/ we have carried out
a determination of items that are supplied by us and undertake that all of these are to be categorized as “restaurant
services”.
2. I/ We understand that Swiggy is merely responsible to collect and deposit the GST with the relevant GST
authorities on “restaurant services” based on the information and classification that I/ We provide to Swiggy. Swiggy is not
responsible to determine whether a particular transaction qualifies as “restaurant service” or not as Swiggy is not privy to
any internal activities carried out by us.
3. I/ We undertake to notify Swiggy immediately if the classification of our business changes in the future.
4. I/ We hereby undertake and confirm that I/ We shall indemnify Swiggy, its Affiliates, subsidiaries, directors, officers,
employees, agents and service providers from any notices, liabilities, penalties, claims or demands, (including all costs,
expenses, interests, and attorney's fees on account thereof that may be made) in connection with any tax collected at
source under section 52 of the CGST Act 2017 which may arise in case of any incorrect determination of items falling under
“restaurant services” as made by us hereinabove.
5. All liabilities arising from any incorrect classification of items by us including any interest, penalty or any other
amount demanded by the appropriate authorities shall be payable solely by us and shall remain our sole responsibility.
6. I/ We undertake to cooperate with Swiggy in case of any enquiry by the GST authorities on supplies made by us
including furnishing any information required by the authorities, including copies of licenses, permits, approvals to establish
that we qualify as “restaurant services”.
Declaration applicable in case you have selected “non-restaurant” above
1. I/ We understand and acknowledge that we shall be solely liable to pay GST on the supplies for “non-restaurant
services” provided by us on Swiggy’s website/ application (‘Swiggy’s platform’). I/ We undertake that we have carried out a
determination of items that are supplied by us and undertake that all these fall under “non-restaurant services”.
2. I/ We understand that Swiggy shall not be responsible to deposit the GST on any supplies made by us as these
qualify as “non - restaurant services”. Swiggy is not responsible to determine whether a particular transaction qualifies as
“non- restaurant service” or not as Swiggy is not privy to any internal activities carried out by us.
3. I/ We undertake to notify Swiggy immediately if the classification of our business changes in the future.
4. I/ We hereby undertake and confirm that I/ We shall indemnify Swiggy, its Affiliates, subsidiaries, directors, officers,
employees, agents and service providers from any notices, liabilities, penalties, claims or demands, (including all costs,
expenses, interests, and attorney's fees on account thereof that may be made) in connection with any incorrect
determination of items falling under “non – restaurant services” as made by us hereinabove.
5. In case the GST authorities demand tax on us (for example asking us to reverse any input tax credit on account of
any incorrect classification as determined by us), the liability arising therefrom including any interest, penalty or any other
amount demanded by the authorities shall be payable solely by us and shall remain our sole responsibility.
6. 6 I/ We undertake to cooperate with Swiggy in case of any enquiry by the GST authorities on supplies made by us
including furnishing any information required by the authorities, including copies of licenses, permits, approvals to establish
that we qualify as “non-restaurant services”.
Declaration applicable in case you have selected “hybrid” above
1. I/ We understand and acknowledge that Swiggy shall be responsible for collecting and depositing GST at the rate
5% of the services which fall under the category of “restaurant services” and are provided by us on Swiggy’s website /
application (‘Swiggy’s platform’) and we shall be liable to pay GST on the supplies on goods and services which fall under
the category of “non-restaurant services” provided by us on Swiggy’s platform. I/ We undertake that we have carried out a
determination of items that are supplied by us and undertake what items fall under “restaurant services” and what items fall
under “non-restaurant services”.
2. I/ We understand that Swiggy is merely responsible to collect and deposit the GST on “restaurant services” with
the relevant GST authorities based on the information and classification that I/ we provide to them. Swiggy is not
responsible to determine whether a particular transaction qualifies as “restaurant service” or not as Swiggy is not privy to
any internal activities carried out by us.
3. I/ We undertake to notify Swiggy immediately if the classification of our business changes in the future.
4. I/ We hereby undertake and confirm that I/ We shall indemnify Swiggy, its Affiliates, subsidiaries, directors, officers,
employees, agents and service providers from any notices, liabilities, penalties, claims or demands, (including all costs,
expenses, interests, and attorney's fees on account thereof that may be made) in connection with any tax collected at
source under section 52 of the CGST Act 2017 which may arise in case of any incorrect determination of items falling under
“restaurant services” and “non-restaurant services” as made by us hereinabove.
5. All liabilities arising from any incorrect classification of items by us including any interest, penalty or any other
amount demanded by the appropriate authorities shall be payable solely by us and shall remain our sole responsibility.
6. I/ We undertake to cooperate with Swiggy in case of any enquiry by the GST authorities on supplies made by us
including furnishing any information required by the authorities, including copies of licenses, permits, approvals to establish
that certain items in our services offering qualify as “restaurant services” and “non-restaurant services”.
For,
Authorised Signatory : Gangasagar Uttam Hente
Date: 29-08-2024
Note: In case you would like to update the item level GST percentages on the GST menu you may do the same via
POS systems, Swiggy web portal and through the partner support team (as applicable).
Assignment for Fund Transfer
Date of signing MOU: 29-08-2024
To,
Area Sales Manager
Bundl Technologies Pvt. Ltd. India.
From,
Restaurant Name: Chai Sutta
Owner/ Partner / Manager Name: Gangasagar Uttam Hente
Designation: Owner
Dear Sir/Madam,
We do hereby request to you kindly transfer all the future payments / due / Net payable amount due to us from sale of our
products through your application / platform in the account number 60253637646
Having IFSC code MAHB0001773 in the name of beneficiary kartik kashinath khandekar7218554897
We are hereby attaching a copy of the self-attested Identity and address proof herewith.
Please do the needful at your end.
Thanking you.
Yours faithfully,
Mr./Ms. : Gangasagar Uttam Hente
Designation: Owner
Name of Restaurant: Chai Sutta
To
Bundl Technologies Private Limited (‘Swiggy’) No.55,
Sy.no. 8-14, I & J Block, Ground Floor Embassy Tech
Village, Outer Ring Road, Devarabisanahalli,
Bangalore – 560103
Subject: Confirmation with respect to GST registration
We, Chai Sutta having our registered office/principal place of business at
hereby declare that we are not required to obtain registration under GST
in accordance with Section 22 of the CGST Act, 2017 as we are below the threshold limit for
registration as prescribed under the GST law in our State.
We acknowledge our understanding under the GST law that Swiggy is required to collect tax at
source on supplies made by us of food through Swiggy in case we qualify as registered person
under GST.
We hereby undertake to immediately notify Swiggy if we obtain a registration under GST under any
circumstances.
We also undertake to hold Swiggy unaccountable for any loss where this Declaration is found
fallacious.
For,
Chai Sutta
Gangasagar Uttam Hente