TERMS & CONDITIONS

BAROTTAS HOSPITALITY PRIVATE LIMITED

Operating "Shero Home Food" and Associated Brands

Kitchen Partner Agreement

India

These Kitchen Partner Terms & Conditions (“Agreement“) are published and maintained by M/s. Barottas Hospitality Private Limited, CIN U15100TN2016PTC111814, having its registered office at L-40, 6th Street, Sector-I, Ambattur Industrial Estate (South), Chennai, Tamil Nadu, India – 600058, operating “Shero Home Food” and its associated brands (“Company,” “we,” “us,” or “our”). By registering as a Kitchen Partner or Home Chef, completing the Onboarding Form, or otherwise listing Food on the Platform, you (“Partner” or “Homemaker“) agree to be bound by this Agreement (together with the Company, the “Parties,” and each, a “Party“).

1. DEFINITIONS

 

  1.  “Brand” means Shero Home Food and any other food or lifestyle brand operated by the Company from time to time, including without limitation Mahaprasad by Shero, Shero Curry Home, Rice Express by Shero, Shero Home Chef, and Shero Essentials, whether existing now or introduced later.
  2.  “Company Marks” means all trade names, trademarks, logos, and brand identities of the Company under any Brand.
  3.  “Partner“or “Homemaker” (also “Kitchen Partner” or “KTN PTR”) means the individual home-based cook or franchise operator registered with the Company to prepare and sell Food under    this Agreement.
  4. “Home Chef” (HCF) means an individual home-based cook registered to prepare and sell Food of their own listing and menu (as opposed to a Brand-specified menu) through the Company’s own channels (SPO), purchased by the Company at the PPP on the same reseller basis as a Kitchen Partner. 
  5. “Customer” means any person placing an order for a Food through the Platform, whether via SPO, SAP, or another authorised channel.
  6. “Customer Data” means identifiable information about a Customer, including name, phone, email, address, preferences, and order history.     
  7. “Platform” means the Company’s own ordering channels (“SPO” or Shero’s Own Platform — app, website, and direct-order touchpoints) and any third-party aggregator (“SAP” or Sales Aggregator Platform — e.g., Swiggy, Zomato, Dunzo) through which Food are listed and sold.
  8. “PPP” (Partner Purchase Price) means the price at which the Company purchases a Food from the Partner for resale, as set out in Annexure A/B. This applies uniformly to Food prepared from a Brand-specified menu (Kitchen Partner) and to Food prepared from the Partner’s own menu (Home Chef) — there is no commission-based arrangement under this Agreement; the Company always purchases and resells the Food, regardless of whether the menu is Brand-specified or Partner-listed.
  9. “MSG” (Minimum Sales Guarantee) and “MMA” (Minimum Margin Assurance) mean any discretionary minimum sales or margin support extended to a qualifying Partner category, subject to Annexure A and the Operational Metrics in Annexure D; these are motivational schemes and do not create a continuing right to payment.
  10. “SIP” (Shero Income Plan) means the Company’s structured incentive framework for Partner earnings, as detailed in Annexure F.
  11. “COFO” and “FOFO” mean, respectively, Company-Owned Franchise-Operated and Franchise-Owned Franchise-Operated kitchen models, each governed by any supplementary terms issued for that model in addition to this Agreement.
  12. “Order Value” means the total price payable by the Customer for an Order, inclusive of applicable taxes
  13. “Execution Date” means the date the Partner completes onboarding through the Kitchen Partner / Home Chef Form.
  14. “Applicable Law” means all Indian central, state, and municipal statutes and regulations governing food safety, weights and measures, taxation, consumer protection, and data protection, as identified in Section 6.

 2. NATURE OF RELATIONSHIP

The Partner is an independent contractor and not an employee, agent, or franchisee of the Company (except where a specific COFO/FOFO arrangement is separately documented). The Company purchases every Food from the Partner at the PPP and resells it to Customers through the Platform as principal. This reseller structure applies uniformly to Food prepared from a Brand-specified menu (Kitchen Partner) and to Food prepared from the Partner’s own menu (Home Chef); there is no commission-based facilitation arrangement anywhere under this Agreement.

The Partner retains full discretion over recipes and preparation methods, subject to Applicable Law and the standards in this Agreement. As set out in Section 13, the Company’s role in purchasing or facilitating the sale of a Food does not shift responsibility for its safety, legality, or quality away from the Partner.

3. SALES AND SERVICE SCOPE

   1.  The Company grants the Partner access to SPO and, where applicable, SAP listings, enabling Customers to browse menus,            place Orders, and schedule delivery or pickup.

   2.  The Partner shall keep menu, pricing, operating hours, availability, and food-safety certification details accurate and current          on the Platform at all times.

   3.  The Company purchases and resells both branded items produced from a Brand-specified menu by eligible Kitchen                       Partners, and items produced from a Partner’s own menu by eligible Home Chefs — both under the same reseller (PPP)                 structure, subject to the applicable onboarding category.

   4.    Where the Partner operates under a COFO or FOFO arrangement, the specific asset ownership, staffing, and financial                     terms for that model are set out in a separate supplementary agreement entered into between the Partner and the                       Company, which forms an add-on to and operates in addition to this Agreement.

 

4. ELIGIBILITY AND ONBOARDING

1.  The Partner is at least 18 years of age and legally competent to contract under the Indian Contract Act, 1872.

2.  The Partner has provided accurate identity, address, bank, and (where applicable) GST details, and will keep them   updated.

3.   The Partner holds, or will obtain before listing any Food, a valid FSSAI Registration or Licence appropriate to their turnover and category, along with any local municipal health permit required for a home-based food business.

4.   The Partner consents to identity/background verification by the Company or its vendors, where permitted by law.

5.   The Partner shall complete registration through the Kitchen Partner / Home Chef Onboarding Form, which forms part of this Agreement.

5. REPRESENTATIONS AND WARRANTIES

1.    The Partner has the skill, capacity, and legal standing necessary to provide the Kitchen Partner Services described in this  Agreement.

2.  The Partner shall comply with the Food Safety and Standards Act, 2006, the Legal Metrology Act, 2009, and all other  Applicable Law referenced in Section 6.

3.  Every Food supplied by the Partner is of merchantable quality, fit for human consumption, and fully compliant with applicable food-safety standards and the licences held by the Partner.

4. The Partner has disclosed any prior food-safety violation, suspension, or licence revocation affecting themselves or a household member operating in the same kitchen.

6. FSSAI AND STATUTORY COMPLIANCE- SOLE RESPONSIBILITY OF THE PARTNER

      The Partner, and not the Company, is the person actually preparing the food, and is therefore individually and solely responsible for identifying and complying with every statute, licence, and permit applicable to their kitchen. At minimum, this includes:

1.      The Food Safety and Standards Act, 2006 and regulations made thereunder, including obtaining and renewing the correct category of FSSAI Registration or Licence (Basic, State, or Central, based on turnover) at all times.

2.     The Legal Metrology Act, 2009 and rules thereunder, for accurate weights, measures, and declarations on packaged food.

3.     Applicable Goods and Services Tax (GST) registration and compliance, where the Partner’s turnover or activity requires it.

4.   Local municipal health department, trade licence, and shop/home-kitchen registration requirements applicable in the Partner’s city or panchayat.

5.     The Consumer Protection Act, 2019, including provisions on product liability and unfair trade practices.

6.  Applicable labour, food-waste disposal, and environmental regulations relevant to operating a food business from a residence.

7.  Local municipal health department, trade licence, and shop/home-kitchen registration requirements applicable in the Partner’s city or panchayat.

8.     The Consumer Protection Act, 2019, including provisions on product liability and unfair trade practices.

9.  Applicable labour, food-waste disposal, and environmental regulations relevant to operating a food business from a  residence.

       The Company’s reference to these statutes is for convenience only, does not constitute legal advice, and does not relieve the Partner of the obligation to independently confirm and maintain compliance. The Company may request evidence of a valid FSSAI licence, GST registration, or any other permit at any time, and may suspend a Listing if such evidence is not current.

7. FOOD SAFETY, HYGIENE, AND QUALITY

  1. Maintain the kitchen in a clean, hygienic, and pest-free condition at all times. 
  2. Separate raw and cooked food; follow safe handling and storage temperatures for perishable items.
  3. Do not prepare food while suffering from any communicable illness or infection.3.
  4. Source ingredients only from licensed, reputable suppliers.
  5. Accurately disclose allergens and ingredients on every Listing and package label.
  6. Permit Company site inspections on reasonable short notice; repeated non-compliance may lead to penalties or suspension under Section 17.

8. BRANDING, PACKAGING, AND USE OF COMPANY MARKS 

   The Company grants the Partner a limited, non-exclusive, revocable licence to use the Company Marks solely to identify                   themselves as a Partner and on packaging that follows the Company’s brand guidelines. The Partner shall not register or misuse any Company Mark, and shall stop all use immediately upon termination.

   Packaging and labelling arrangements (primary containers, outer covers, courier handling) are as set out in Annexure A and may be updated by the Company from time to time with reasonable notice.

9. COMMERCIALS AND PAYMENTS

Joining Fee, Security Deposit, MSG/MMA (where applicable), the PPP structure, validity, lock-in, and notice periods for the Partner’s specific onboarding category are set out in Annexure A (Commercials) and Annexure B (PPP Schedule), and are not restated in this Agreement. The Company always purchases and resells the Food at the PPP — there is no commission-based arrangement under this Agreement, whether the menu is Brand-specified or listed by the Partner. The Company may revise these commercial terms from time to time with prior written intimation to the Partner; the revised Annexure supersedes the earlier version.

         ●       Net sale proceeds, after applicable taxes and adjustments, are settled on the cycle stated in Annexure A.

         ●       The Partner is solely responsible for their own income tax, GST (where applicable), and other statutory dues arising from amounts received under this Agreement.

         ●       The Partner shall maintain accurate records of Food supplied and receipts for at least three (3) years and produce them to the Company or a regulator on reasonable request.

 9.1  Renewal

Renewal of this Agreement is deemed completed upon issuance or renewal of a valid FSSAI licence in the Partner’s or co-branded name, following which the Partner shall continue to transact through SPO and SAP as applicable; failure to do so may render this Agreement void. The Partner may otherwise renew before expiry at no additional cost, without further intimation, subject to any revised Annexure being communicated as per Section 19.

10. MENU, LISTINGS AND ORDER FULFILLMENT

1.      Menus, prices, and images require Company approval before listing.

2.  The Partner shall keep the availability calendar accurate and fulfil confirmed Orders; repeated cancellations may attract penalties.

3.  Deliveries are generally arranged by the Company through third-party logistics; any Partner self-delivery arrangement requires the Company’s prior approval.

11. CUSTOMER SERVICE , REFUNDS AND COMPLAINTS

The Partner shall respond promptly to any Company request for information needed to resolve a Customer complaint. The Company may issue refunds or credits to Customers for food-safety complaints, mislabeling, or material deviation from the Listing; amounts attributable to the Partner’s act or omission may be deducted from the Partner’s payout. The Partner shall promptly report any complaint of foodborne illness, allergic reaction, or foreign object in food, and cooperate with any investigation.

12. CUSTOMER DATA

  1. The Partner shall not sell, broker, or disclose any Customer Data except as necessary to fulfil an Order and in compliance with Applicable Law.
  2. The Partner shall not use Customer Data for unsolicited marketing or to build an external database, except for the Partner’s own pre-existing customers or new customers who directly and separately opt in with the Partner. 
  3. The Company will not disclose Partner data except as required by law or to service providers bound by confidentiality obligations.

13. LIABILITY - FINAL RESPONSIBILITY OF THE PARTNER

The Partner shall indemnify and hold harmless the Company, its directors, officers, employees, and affiliates from and against all claims, losses, damages, and costs (including legal fees) arising from or connected with: (a) any illness, injury, or death alleged to be caused by food prepared or supplied by the Partner; (b) any act, omission, or negligence of the Partner or their staff; (c) breach of this Agreement or Applicable Law, including Section 6; and (d) any misrepresentation or misconduct by the Partner.

At no point shall the Company be liable for any food poisoning, contamination, adverse reaction, illness, or death arising from food supplied by the Partner. Any such claim from a Customer or third party shall be the Partner’s sole responsibility, and the Partner shall bear the full legal and financial liability for it. The Company’s role in purchasing or listing a Food for resale does not transfer or dilute this responsibility.

Subject to non-excludable liabilities under law, the Company’s own aggregate liability to the Partner under this Agreement shall not exceed the value of the specific Order giving rise to the claim.

 I3.1 INSURANCE

Where the Partner operates under a COFO or FOFO arrangement, the specific asset ownership, staffing, and financial terms for that model are set out in a separate supplementary agreement entered into between the Partner and the Company, which forms an add-on to and operates in addition to this Agreement.

14. CONFIDENTIALLY AND INTELLECTUAL PROPERTY

The Partner shall keep confidential all non-public information about the Company, including pricing, strategy, customer data, and order information, and shall not sell, share, or misuse Customer Data except as strictly necessary to fulfil an Order, consistent with the Digital Personal Data Protection Act, 2023 and the Company’s Privacy Policy. “Shero Food Technology” and related proprietary recipes, processes, and quality standards remain the Company’s property and may be used only to perform this Agreement. 

14.1 Grievance Redressal

The Company maintains a Grievance Officer and, where applicable, a Data Protection Officer as required under the Consumer Protection (E-Commerce) Rules, 2020, the Information Technology Act, 2000 and rules thereunder, and the Digital Personal Data Protection Act, 2023, whose contact details are published on the Company’s website. The Partner may raise any data-related grievance through this channel.

15. NON-COMPETE AND BRAND PROTECTION

During the Term, the Partner shall not use any FSSAI licence obtained for a Company Brand for any competing purpose, and shall not disclose or use Shero Food Technology or other confidential material for any purpose outside this Agreement.

Because a restraint of trade that continues after this Agreement ends is generally void under Section 27 of the Indian Contract Act, 1872 unless it falls within a narrow statutory exception, this Section does not restrict the Partner’s ability to operate an independent food business, or to work with another platform, after termination — the Partner’s ongoing obligation after termination is limited to confidentiality (Section 14) and not misusing the Company’s brand or proprietary technology.

16. DISCLAIMERS

To the maximum extent permitted by law, the Company disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement, relating to the Platform and its services. The Company is not liable for third-party errors, technology outages, or inaccuracies, or for losses arising from the Partner’s own misuse of the Platform or operational lapses in their kitchen.

17. TERM AND TERMINATION

This Agreement is valid and remains in effect from the Effective Date until terminated by either Party by written notice to the other, as set out below.

  1.    Either Party may terminate for convenience by written notice per the notice period stated in Annexure A.

 2. The Company may suspend or terminate immediately, with or without notice, for breach of Applicable Law  (including Section 6), risk to public health or the Company’s reputation, fraud, repeated substantiated complaints, or material  breach of this Agreement.

  3.    A remediable breach not cured within fourteen (14) days of notice may result in termination.

 4. On termination, accrued rights and payment obligations for Food already supplied survive; the Company may withhold payments against verified breaches, chargebacks, or damages.

 5. The Partner shall give at least twenty-four (24) hours’ notice of any planned closure and disable order acceptance during such downtime.

18. CONDUCT AND FORCE MAJEURE

  1.  Defamatory statements or malicious falsehoods by the Partner against the Company or its personnel may invite legal action and a claim for damages, as determined by a competent court or  arbitrator.

 2.  Misbehaviour or misconduct by the Partner towards Company staff is treated as a zero-tolerance matter and may result in immediate suspension or termination under Section 17.

 3. Neither Party is liable for delay or failure in performance (other than payment obligations) due to causes beyond its reasonable control, including natural disasters, public health emergencies, government action, or utility outages.

19. AMENDMENTS

The Company may amend this Agreement, including the Annexures, at any time in its sole discretion. Amendments take effect upon intimation to the Partner via the registered email ID, in-Platform notice, or official messaging channel linked to the Partner’s registered mobile number. The Partner’s continued association with the Platform after such intimation constitutes acceptance; if the Partner does not agree, the Partner’s remedy is to terminate under Section 17.

20. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement is governed by the laws of India. The Parties shall first attempt an amicable resolution within fifteen (15) days of a written notice of dispute. Failing resolution, disputes shall be subject to the exclusive jurisdiction of the courts at Chennai, Tamil Nadu, or, at the Company’s election, referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996, seated in Chennai.

21. GENERAL PROVISIONS

  1. Relationship: The Parties are independent contractors; nothing creates an employment, agency, or joint venture relationship.
  2. Notices: Communications to the registered email ID or linked official messaging number of the Partner are deemed valid notice.
  3. Assignment: The Partner may not assign this Agreement; the Company may assign it to an affiliate or successor, including on a sale of business or change of control.
  4. Change of Control: The Partner consents to the transfer of this Agreement and related Partner/Customer data to any purchaser of the Company’s business or assets, subject to Applicable Law.
  5. No Third-Party Rights: This Agreement does not confer any right on a third party.
  6. Severability and Waiver: If any provision is held unenforceable, the rest remains in effect; no waiver is valid unless in writing.
  7. Entire Agreement: This Agreement, the Onboarding Form, and all Annexures constitute the entire agreement between the Parties on this subject.
  8. Privacy: The Partner accepts the Company’s Privacy Policy governing Customer and Partner data.

  How Commercial and Operational Terms Are Set

 

    The specific figures and operational details referred to throughout this Agreement are set out as follows, rather than as            separate numbered Annexures to this document:

  • Joining Fee, Security Deposit, MSG/MMA, validity, lock-in, and notice terms for each Partner category are communicated to the Partner at the time of onboarding, per Section 9.
  • The Purchase Price (PPP) is agreed with the Partner directly in this Agreement’s onboarding process, based on the specific Kitchen Partner or Home Chef category and the cuisine or menu the Partner chooses, per Section 9.
  • Operational Metrics — attendance and visibility, review ratings, product availability, cancellation rate, delivery/preparation time, and other performance thresholds — are communicated to the Partner during day-to-day operations and may be revised by the Company from time to time based on business demands.
  • For Partners operating under a COFO or FOFO arrangement, Company-owned kitchen assets, their value, and the handover/return condition checklist are defined in the separate supplementary agreement referenced in Section 3, which forms an add-on to this Agreement.
  • The Shero Income Plan (SIP) incentive framework is communicated to the Partner during day-to-day operations and may be revised by the Company from time to time based on business demands.

   Acceptance

 

    By completing the Kitchen Partner / Home Chef Onboarding Form, registering as a Kitchen Partner or Home Chef, or listing       any Food on the Platform, the Partner confirms that they have read, understood, and agree to be bound by this                           Agreement, including all statutory compliance, liability, and other obligations described above.

    The Partner’s name, kitchen address, and FSSAI Registration/Licence number as provided in the Onboarding Form part of         this acceptance and this Agreement.

                                                                      Last updated as on 22nd July 2026

                                                 

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