Terms and Conditions

Sodexo Meal Pass & Sodexo Resto Pass Terms & Conditions

CARDHOLDER’S GUIDE FOR SODEXO MEAL PASS CARD & RESTO PASS CARD

These Terms & Conditions apply to and regulate the issuance and usage of Sodexo Meal / Resto Pass Cards provided by Sodexo SVC India PVT Ltd. These Terms & Conditions (the “Terms and Conditions”) shall be in addition to and not in derogation to any other terms as stipulated by Sodexo from time to time.

DEFINITIONS

a. ‘Merchant’ shall mean any person or entity who has agreed to provide food and non-alcoholic beverages to the Consumer of the Sodexo Meal / Resto Pass Card and includes its successors and assigns.

b. ‘Meal / Resto Pass Card(s)’ is a meal benefit service offered by Sodexo through the issuance meal/ resto instrument that will be used for purchasing food and non-alcoholic beverages (excluding tobacco) at the Sodexo Merchant.

c. ‘Client’ shall mean an organization which instructs ‘Sodexo’ to issue Meal / Resto Pass Cards for the exclusive use of its employees / business associates etc.

d. ‘Consumer(s) / Cardholder(s)’ shall mean an employee / business associate of the Client who has been issued a valid Meal / Resto Pass Card by Sodexo. The terms “you” and “your” refer to an employee/ business associate of the Client who has been issued a valid Sodexo Meal / Resto Pass Card (i.e. the ultimate beneficiary or the “Cardholder”)

e. ‘Valid Meal / Resto Pass Card’ shall mean Meal / Resto Pass Card issued by Sodexo; not expired or mutilated or altered and conforming to the issuers guidelines or instructions issued from time to time.

f. ‘PIN’ shall mean the 4-digit Personal Identification Number which will be handed over along with the Meal / Resto Pass Card in a secured and sealed kit. This PIN will be used on the IVR for Cardholder authentication and on the POS Terminal as a transaction PIN.

g. ‘POS Terminal’ means an electronic Point of Sale (POS) Terminal installed by or on behalf of Sodexo at all the outlets of Merchants that are capable of reading Sodexo Meal / Resto Pass Card for the purpose of authorizing transactions.

CARD ACTIVATION & VALIDITY

Your Card must be activated before you can use it. You can activate your card online or via SMS.(Please refer to the FAQ section for more information on card activation) Once your Card is activated, it may be used until the “Validity” date printed on the Card. On that date, unless prohibited by applicable law, the Card and any available balance will expire, and you can no longer use the Card or access the available balance.

Once order is invoiced, the amount belongs to the Consumer and will be governed as per the terms and conditions agreed between Sodexo and the Consumer.

CARD USAGE

The Card is not transferable and can be used only by the User of the Card. You may use the Card to make payments for purchase of food and non-alcoholic beverages from Sodexo‘s Merchants within India. The facility of balance transfer from one Card to another, cash withdrawal facility and the facility to make offline / MOTO transactions shall not be available on the Meal / Resto Pass Card. No interest shall be payable by Sodexo on the amount available/loaded on the Card. The Merchant will obtain authorization for your transaction. A transaction will not be authorized if it exceeds the available balance. However, in the event that such a transaction is authorized, due to systems malfunction or any other reason, you are liable for and agree to pay immediately the difference between the available balance and the transaction amount.

We may refuse to authorize a Card transaction if:

(a) the Card is reported lost or stolen
(b) we are uncertain whether the transaction is authorized by you
(c) the card has expired
(d) the available balance is insufficient
(e) the transaction PIN entered is incorrect.

We may temporarily “freeze” the Card and attempt to contact you if we note transactions that are unusual or appear suspicious. You are responsible for safeguarding the Card and do not have the right to stop payment on any transaction originated by use of your Card. The Card will at all points of time remain the property of Sodexo and the Consumer needs to return the card to Sodexo whenever requested. In case the Consumer is in receipt of a lost or misplaced card, the same should be handed over to Sodexo.

APPLICABLE CHARGES

In consultation with our corporate clients, the following are standard charges applicable for cardholders unless agreed otherwise:

Type of Charges	Sodexo Meal Pass / Sodexo Resto Pass
Card Replacement Fees	₹150
Inactive Card Fees	₹20 per month after 90 days of Inactivity
Insufficient Fund Fee	₹2 per transaction
Revalidation Fees	₹200 per card

MOBILE APP

Sodexo will not generate any card statements (Physical/ PDF) to be sent across to the Consumer, but all registered Consumer can use the Mobile App to check their account balance, initiate payment, view transaction history, locate Sodexo’s Merchants, change PIN, raise reimbursement claims etc . SMS or e-mail alerts will be sent to the mobile number/ e-mail ID of registered Consumers.

NOTIFICATION OF ERROR

In case of any query or support required the Consumer can write to Sodexo on: consumer@india.sodexo.com or call: 022-69196919/022-49196919 or visit: sodexobenefitsindia.com. In case of an erroneous transaction the Consumer must report the event within 3 days of transaction to Sodexo, failing which Consumer would be liable. We will immediately do a thorough investigation and revert with the findings, and our findings shall be final and conclusive. If Sodexo does not receive any information to the contrary within 3 days, it shall assume that the statement and the transactions are correct.

SAFE KEEP OF THE CARD

This Card is valid only in India. Keep your Card number and PIN in a safe place. Keep the PIN separate from your Card and do not give or otherwise make available to others your Card or PIN. You should sign on the reverse of the Card immediately upon receipt. Sodexo will NOT entertain any fraud or ZERO LIABILITY claims for Sodexo Meal / Resto Pass Cards.

SECURITY OF INACTIVE CARDS

As a security measure. Sodexo will put balance on hold, for Inactive Sodexo Meal Pass Card & Resto Pass Card with no debit or credit transaction in 12 months. Cardholders can reach out to Sodexo within 36 months from the date of card expiry and such balances will be transferred back to cardholder account post verification of user details. Card Holders who do not activate their Sodexo Cards within 6 months from the date of Card issuance may need to contact customer support for additional verification.

LOST OR STOLEN CARDS / CARD HOTLISTING AND REPLACEMENT

In case the Sodexo Meal Pass is misplaced/stolen or otherwise lost, the Cardholder must immediately report the same to Sodexo by calling Client Service (Contact Numbers: (022-69196919 / 022-49196919) for blocking the Card. The Cardholder may also block the Sodexo Meal Pass by logging into the Sodexo-Zeta web portal sso.zetaapps.in/ or via the Sodexo-Zeta mobile app . Blocking the card in this manner is the best way of minimizing potential losses. Sodexo shall not be liable for any loss by the misuse of the card. Sodexo will replace a card with balance that was available on the blocked card only on request from the registered Cardholder post authentication. Such replacement would attract applicable charges as communicated to the Cardholder in the welcome letter and the card replacement request will be fulfilled only on realizing these charges form the card balance.

CARD CANCELLATION/ CLOSURE AND REFUND

The Card issued to you shall remain the property of Sodexo and shall be surrendered to Sodexo, on request. Once issued, a card can only be cancelled/closed on request by the Client Organisation. Any money remaining on the Card will be transferred back to the source account that it was loaded basis the Card Holder’s consent having been obtained. If a Client requests Sodexo to cancel/close an active card the same will be communicated to you. Once a card is cancelled/closed the Cardholder must destroy the card or return it to Sodexo.

LIMITATIONS ON OUR LIABILITY

Sodexo is not responsible or liable for any special, indirect, incidental, consequential, punitive or exemplary damages, including, but not limited to, lost profits in connection with this arrangement.

MODIFICATION, CANCELLATION AND WAIVER

Except where prohibited by applicable law, we may cancel or modify any terms, conditions, or services related to use of Sodexo Meal / Resto Pass Card including any part of this Agreement without notice to you. We may delay or waive any right at any time, but such delay or waiver shall not affect exercise of those rights in the future. You may visit www.sodexo.in for the updated set of Sodexo Meal/Resto Pass Card Terms and Conditions.

COMPLIANCE WITH LAW

Sodexo Meal / Resto Pass Card is governed by the Reserve Bank of India (“RBI”) and is subject to directions/instructions
issued by the regulator from time to time. Sodexo is not responsible or liable for any violation of applicable laws by
the Consumer. All transactions done by using Sodexo Meal / Resto Pass Card are subject to applicable Indian laws.
The Consumer shall not use the Card for any unlawful activity. By using this Card, the Consumer(s) hereby declares that his/ her name
does not, at any time, appear in the consolidated list of Terrorist Individuals Organizations as circulated by the RBI
from time to time.

DATA PROTECTION AND PRIVACY

During any Client Care service call, we may request for information such as your phone number and /or email, date of birth, and postal code that you have provided to Sodexo at the time of registration. We may also obtain personal information about you, including information
(I) provided to us by the Client, such as your name and/or your address
(ii) provided by you at the time of activation/ KYC submission or during Client service calls
(iii) about purchases made with the Card, such as the date, the amount and the place of purchase
For purposes of fraud prevention and regulatory compliance, we may also obtain information from providers of identity
verification and demographic information data.

We will use this information to process Card transactions, provide Client service, enhance usage at Merchants, process claims for lost or stolen Cards and help protect against fraud. We may also use such Information for marketing purposes and to conduct research and analysis. We may provide certain Information to others outside of Sodexo as permitted by any law, such as to government entities or other third parties for the purpose as stated herein. We may develop marketing programs and send you offers for products and services. We do not share Cardholder Information including Cardholder addresses and mobile numbers with other companies for them to market their own products and services. We may also be required to disclose information to the RBI or such other authority as may be required by the RBI or under any other applicable law, relating to you and/or to you and/or to the transactions using the Sodexo Meal Card/Resto Pass Card.

You agree and provide your consent to share the above information including but not limited transaction history, card balance amount, usage pattern etc to your Employer/ our Client who has placed the order for your Card with Sodexo

TELEPHONE MONITORING/RECORDING

From time to time we may monitor and /or record telephone calls between you and Client Care Executive to assure the quality of our Client service or as required by applicable law.

CARD MERCHANT USAGE

Sodexo Meal / Resto Pass Card is acceptable at select Sodexo Merchant Establishments in India which may display Sodexo Meal / Resto Pass Card logo, and which are equipped with a POS terminal for card acceptance and also at online market place having arrangement with Sodexo. The Card is for electronic use only, and a charge slip will be printed electronically from the POS Terminal. The Cardholder must sign the charge slip whenever the Card is used at a Sodexo Merchants Establishment and should retain a copy. Sodexo at an additional charge may furnish copies of the charge slip. Any charge slips not personally signed by the Cardholder, but which can be proved as being authorised by the Cardholder shall be his liability. The amount of the transaction is debited from the balance available on the Card immediately. The Sodexo Meal / Resto Pass Card is a PIN based card which will mandatorily require the Cardholder to enter the transaction PIN on the POS terminal at the time of every transaction.

You may also use your card at various online Merchant that have an arrangement with Sodexo. While onboarding and enrolling yourself with the online Merchant, you may share various personal information on their respective website, the same will be subject to their Privacy Policy as listed on their respective website. Sodexo is not responsible or can be held responsible for any information shared by you with the online Merchant at the time of registration or placing the order.

NO WARRANTIES

We are not responsible or liable to you

(i) for any loss or misuse of the Card,
(ii) for any interruption of Card service,
(iii) for the quality, safety, legality, or any other aspect of the food and non-alcoholic beverages purchased from any Merchant with the Card including consumer experience. If a Merchant fails to honour the Card or provide special offers given to other Bank Cardholders, please notify Client Care Services at 022-69196919 / 022- 49196919 or write to us at consumer@india.sodexo.com to report the incident immediately. If you have a complaint with any purchase made with the Card, or a dispute with a Merchant, you must try and directly resolve the same with the Merchant involved to the best of your ability. However, the Cardholder should notify Sodexo of this complaint immediately. We will do a thorough investigation and revert with the findings and our findings shall be final and conclusive.

APPLICABLE LAW AND JURISDICTION

These Terms and Conditions and the Card, and all questions about their legality, enforceability and interpretation, are governed by Indian laws and shall be subject to the sole and exclusive jurisdiction of Mumbai courts only.

YOUR AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS

By obtaining the Card or by signing the back of the Card or by using the Card, you agree to be bound by these Terms and Conditions in their entirety and agree to comply with applicable law at all times. The Card must be signed before use. The primary responsibility to ensure compliance with these Terms & Conditions by the Cardholder shall lie with the Consumer of the Card.

CARDHOLDER LIABILITY

Cardholder liability arising out of an unauthorised payment transaction will be limited to:

Serial No:	Particulars	Maximum Consumer Liability
1	Contributory fraud / negligence / deficiency on the part of the Sodexo, irrespective of whether or not the transaction is reported by the Cardholder	Zero
2	Third party breach where the deficiency lies neither with Sodexo nor with the Cardholder but lies elsewhere in the system, and the Cardholder notifies Sodexo regarding the unauthorised payment transaction. The per transaction Client liability in such cases will depend on the number of days lapsed between the receipt of transaction communication by the Cardholder from Sodexo and the reporting of unauthorised transaction by the Cardholder to Sodexo
	a.Within three days#	Zero
	b.Beyond three days#	Transaction value or ₹10,000/- per transaction, whichever is lower
3	In cases where the loss is due to negligence by the Cardholder, such as where he / she has shared the payment credentials, the Cardholder will bear the entire loss until he / she reports the unauthorised transaction to Sodexo. Any loss occurring after the reporting of the unauthorised transaction shall be borne by Sodexo.
4	Sodexo may also, at their discretion, decide to waive off any Cardholder liability in case of unauthorised electronic payment transactions even in cases of Cardholder negligence.

Harmonisation of Turn Around Time (TAT) and customer compensation for failed transactions using authorised Payment Systems

Sl. no.	Description of the incident	Framework for auto-reversal and compensation	Compensation payable
		Timeline for auto-reversal
a	Card to card transfer
	Card account debited but the beneficiary card account not credited.	Transaction to be reversed (R) latest within T + 1 day, if credit is not effected to the beneficiary account	₹ 100/- per day of delay beyond T + 1 day.
b	Point of Sale (PoS) (Card Present) including Cash at PoS
	Account debited but confirmation not received at merchant location i.e. charge-slip not generated	Auto-reversal within T + 5 days.	₹ 100/- per day of delay beyond T + 5 days.
c	Card Not Present (CNP) (e-commerce)
	Account debited but confirmation not received at merchant’s system	Auto-reversal within T + 5 days.	₹ 100/- per day of delay beyond T + 5 days.

Sodexo Premium Pass Card Terms & Conditions

CARDHOLDER’S GUIDE FOR SODEXO PREMIUM PASS CELEBRATION

These Terms and Conditions apply to and regulate the issuance and usage of the Sodexo Premium Pass Celebrations. These terms and conditions (the “Terms and Conditions”) shall be in addition to and not in derogation to any other terms as stipulated by Sodexo from time to time.

DEFINITIONS

1. ‘Client’ shall mean an organization which instructs ‘Sodexo’ to issue Premium Pass – Gift for the exclusive use of its employees/ business associates etc.

2. ‘Consumer(s)’ shall mean an employee / business associate of the Client who will be issued a Premium Pass – Gift for purchase of goods and/ or services.

3. ‘Intellectual Property’ shall mean and include all kinds of intellectual property including intellectual property in any software, name, signature, word, letter, numeral or any combination thereof, trademark, patent, design, logo, copyright including know-how, trade secret whether registered or not, belonging to a Party and/or its Affiliates;

4. ‘Mobile App’ is a software application which allows a consumer to view and manage their Premium Pass – Gift account using their mobile device.

5. ‘Merchant’ or ‘Merchant Establishment’ shall mean establishment, which accept / honour the Premium Pass – Gift against purchase of goods and services.

6. ‘Premium Pass – Gift’ is a Scheme enabled electronic pre-paid instrument issued to the Client by Sodexo. Premium Pass – Gift includes ‘Premium Pass – Celebrations’ and ‘Premium Pass – Exclusive’.

7. ‘Premium Pass – Celebrations’ will be issued either in physical or virtual medium, that is non-reloadable PIN-based instrument issued with validity of 1 (one) year and with maximum balance of INR 10,000/- or such other amount as may be prescribed by the Regulatory Authority (RBI) from time to time

8. ‘Premium Pass – Exclusive’ means a non-personalized Pass that is non-reloadable PIN-based instrument issued with validity of 1 (one) year and with maximum balance of INR 10,000/- or such other amount as may be prescribed by the Regulatory Authority (RBI) from time to time.

9. ‘PIN’ shall mean the identification number which may be required by Consumer to authenticate a transaction.

10. ‘Scheme’ shall include RUPAY, Mastercard, Visa or such other payment network as may be joined by Sodexo from time to time for settlement of funds with Merchant.

11. ‘Sodexo’ shall mean ‘Sodexo SVC India Private Limited’ having its registered office at 503 & 504, B Wing, Hiranandani Fulcrum, Sahar Road, Andheri (East), Mumbai – 400 099 and its representatives, successors and assigns

12. ‘Valid Sodexo Premium Pass – Gift’ shall mean a Premium Pass – Gift issued by Sodexo; not expired or mutilated or altered and conforms to Issuers guidelines or instructions issued from time to time

CARD DELIVERY, ACTIVATION & VALIDITY

The Premium Pass – Gift delivered by Sodexo and accepted at the Client’s Premises or any other delivery address as may be specified by the Client shall be treated as valid delivery of the Premium Pass – Gift by Sodexo. Once the Premium Pass – Gift is delivered as per the agreed terms, Sodexo will not be liable if the Premium Pass – Gift is destroyed, damaged, lost, stolen regardless of whether it has been used or not. Sodexo shall not be liable for the failure of the Client or Consumer to use Premium Pass – Gift in accordance with the terms of the agreement, for any reason whatsoever. The Client who have agreed to subscribe Premium Pass – Celebrations through virtual medium, no physical card/ instrument will be issued and the recipient will need to use the virtual card/ instrument only. Premium Pass – Gift will be delivered to the Client or the Consumer in an inactive mode. The Premium Pass – Gift needs to be activated before usage. Premium Pass – Celebrations can be activated only by the Consumer but the activation process as defined by Sodexo may vary subject to availability of the feature at the time of placing order. However, Premium Pass – Exclusive can be activated only by the Client. The Client undertakes that incase if the activation is done at its end, then the same be at its sole risk and liability for any consequences arising thereon. Premium Pass – Gift activation details/ process will be communicated to the Consumer in the welcome letter/e-mail.The Client will inform the Consumer to sign on reverse of the Premium Pass – Gift before usage.

The Premium Pass – Gift is non-transferrable and should not be assigned or transferred in any way by the Consumer to any third party. Any Premium Pass – Gift assigned, sold or otherwise transferred in violation of this provision may be invalidated or canceled. Unless prohibited by law, the Premium Pass – Gift once activated, may be used to make purchases until the ‘Validity” period printed on the Premium Pass – Gift has expired or the value becoming zero. Sodexo at its absolute discretion may terminate the Card.

Once order is invoiced, the amount belongs to the Consumer and will be governed as per the terms and conditions agreed between Sodexo and the Consumer.

CARD USAGE

1. The Premium Pass – Gift is accepted at all electronic Point-of-Sale Terminals or through Online Merchant website in India which have been enabled for Card Scheme acceptance. However the Virtual Card/ instrument can be used to make purchases only through online Merchant websites enabled to accept Card Scheme.

2. The Premium Pass issued by Sodexo does not facilitate balance transfer or cash withdrawal.

3. No interest shall be payable by Sodexo on the amount available / loaded on the Card.

4. Sodexo accepts no responsibility for any surcharge levied by a Merchant and debited to the Card Account.

5. The Consumer can use the mobile app to check their Premium Pass – Gift account balance, initiate payment, view transaction history, change PIN etc.

6. The Merchant will sell to the Consumer, products and services, against the available Premium Pass – Gift balance. Any payment request from a Consumer by means of the Premium Pass – Gift gives rise to a systemic authorization request.

7. A purchase will not be authorized if it exceeds the available balance. However, if such a transaction is authorized, due to systems malfunction or any other reason, you are liable for and agree to pay immediately the difference between the available balance and the transaction amount.

8. The transaction may be rejected when

the Premium Pass – Gift is reported lost or stolen;
Sodexo is uncertain whether the transaction is authorized by the Consumer
the Premium Pass – Gift is expired or the available balance is not sufficient;
if the transaction PIN (where applicable) entered is incorrect
the transaction parameters do not meet the parameters defined by the Client. Sodexo may temporarily “block” the Premium Pass – Gift and attempt to contact the Consumer if Sodexo believes that transactions are unusual or appear suspicious.

9. Once the transaction is initiated and authorized, no stop payment request may be raised on any transaction originated by use of your Card.

10. The Cardholder is responsible for safeguarding the Card.

11. In case the Consumer is in receipt of lost or misplaced card, the same will be handed over to Sodexo.

12. Sodexo disclaims all representations and warranties with respect to the products and services provided under the Contract to Consumers including but not limited to any possible impact of such products and services on the Consumer, tax regime as well as the availability, the delivery and quality of the products and services purchased by the Consumer.

APPLICABLE CHARGES

In consultation with our corporate clients, the following are standard charges applicable for cardholders unless agreed otherwise:

Type of Charges	Sodexo Premium Pass Celebrations
Card Replacement Fees	₹150
Inactive Card Fees	₹20 per month after 270 days of Inactivity
Insufficient Fund Fee	₹2 per transaction

MOBILE APP

CONSIDERATION AND PAYMENT TERMS

The Client shall pay to Sodexo fees & charges as mentioned on the Customer Application Form. However, there will be charges to be borne by the Consumer that will be deducted from the available balance on the Premium Pass- Gift. The charges to be borne by the Consumer will also be communicated to them in the welcome letter/e-mail.

NOTIFICATION OF ERROR

In case of any query or support required the Consumer can write to Sodexo on: consumer@india.sodexo.com or call: 022-69196919/022-49196919 or visit: www.sodexo.in. In case of an erroneous transaction the Consumer must report the event within 3 days of transaction to Sodexo, failing which Consumer would be liable. We will immediately do a thorough investigation and revert with the findings, and our findings shall be final and conclusive. If Sodexo does not receive any information to the contrary within 3 days, it shall assume that the statement and the transactions are correct.

SAFE KEEP OF THE CARD

Keep the Card and PIN in a safe place. Keep the PIN separate from the Card and do not give or otherwise make available to others the Card or PIN. You should sign on the reverse of the Card immediately upon receipt. Sodexo will NOT entertain any fraud or ZERO LIABILITY claims for Sodexo Premium Pass.

SECURITY OF INACTIVE CARDS

As a security measure. Sodexo will put balance on hold, for Inactive Sodexo Premium Pass Cards with no debit or credit transaction in 12 months. Cardholders can reach out to Sodexo within 36 months from the date of card expiry and such balances will be transferred back to cardholder account post verification of user details. Card Holders who do not activate their Sodexo Cards within 6 months from the date of Card issuance may need to contact customer support for additional verification.

LOST OR STOLEN CARDS / CARD BLOCKING AND REPLACEMENT

In case the Premium Pass – Gift is misplaced/ stolen, the consumer can block the Premium Pass – Gift over the Mobile App or by immediately reporting the same to Sodexo by calling Customer Care (Numbers: 022-69196919 / 022-49196919) and basis this request from the Consumer, the Premium Pass – Gift will be blocked. The Consumer can then request for a replacement of Premium Pass – Gift. On confirmation of this request to Sodexo, the consumer will be issued a replacement Premium Pass – Gift and Sodexo will deduct the Consumer’s account with applicable charges and taxes towards issuance of the same. Sodexo is not responsible for any loss before the Premium Pass – Gift is blocked. However, the replacement will not be applicable for Premium Pass – Gift for which the Client has not shared the Consumer details with Sodexo.

CARD CANCELLATION/ CLOSURE AND REFUND

LIMITATIONS ON OUR LIABILITY

1. Sodexo will not accept any responsibility: –

for any dealings the Merchant may have with the Consumer, including but not limited to the supply or quality of goods and services so availed or offered
the refusal of Merchant Establishment to honour or accept the Premium Pass – Gift
the malfunction of any infrastructure available with the Merchant to accept Premium Pass – Gift

2. Should the Consumer have any complaint relating to any Merchant, the same shall be resolved directly with the Merchant Establishment.

3. In no event shall ‘Sodexo’ be liable for any direct, indirect, punitive, incidental, special, consequential damages or any other damages whatsoever including, without limitation, damages with regards to the quality of goods or services purchased by the Consumer including consumer experience or with regards to arrangement covered herein.

4. Notwithstanding this, the Client shall indemnify “Sodexo” against any loss, damages or injuries, claims, liabilities actions, suits, proceedings, demands made against “Sodexo” by any Consumer for any reason whatsoever arising out of the use of the Premium Pass – Gift or arising on any breach of the provisions of the Contract.

APPLICABLE CHARGES

In consultation with our corporate clients, the following are standard charges applicable for cardholders unless agreed otherwise:

Type of Charges	Sodexo Premium Pass Celebrations
Card Replacement Fees	₹150
Inactive Card Fees	₹20 per month after 270 days of Inactivity
Insufficient Fund Fee	₹2 per transaction
Revalidation Fees	NA

MODIFICATION, CANCELATION AND WAIVER

Except where prohibited by applicable law, we may cancel or modify any terms, conditions, or services related to use of the Sodexo Premium Pass including any part of this Agreement without notice to you. We may delay or waive any right at any time but such delay or waiver shall not affect exercise of those rights in the future. You may visit https://www.sodexo.in/terms-and-conditions for the updated set of Sodexo Premium Pass Terms and Conditions.

COMPLIANCE WITH LAW

The Sodexo Premium Pass is governed by the Reserve Bank of India (“RBI”) guidelines and is also subject to directions/instructions issued by the regulators from time to time and Sodexo is not responsible or liable for any violation of applicable laws by the Consumer. All transactions done using the Sodexo Premium Pass are subject to applicable Indian laws. The Consumer shall not use the Card for any unlawful activity. By using this Card, the Consumer(s) hereby declare that his/ her name does not, at any time, appear in the consolidated list of Terrorist Individuals Organizations as circulated by RBI from time to time.

DATA PROTECTION AND PRIVACY

1. During any Client Service call, we may request for information such as your phone number, date of birth, and postal code that you have provided to Sodexo at the time of registration. We may also obtain personal information about you, including information

provided to us by the Client, such as your name and/or your address,
provided by you at the time of activation/ KYC submission or during Client service calls, and about purchases made with the Card, such as the date, the amount and the place of purchase. For purposes of fraud prevention and regulatory compliance.

2. Sodexo reserves the right to disclose the information as received under the agreement, in strict confidence, to any third party as may be required on need basis for providing services under the Contract.

3. Sodexo reserves the right to disclose Client information to any court of competent jurisdiction, quasi-judicial authorities, law enforcement agencies and any other wing of Central Government or State Government

4. Sodexo may develop marketing programs and send you offer for products and services. We do not share Cardholder Information including Cardholder addresses and mobile numbers with other companies for them to market their own products and services.

5. Sodexo may also be required to disclose information to RBI or such other authority as may be required by RBI or under any other applicable law, relating to you and/or to the transactions entered using the Sodexo Premium Pass.

6. Telephone Monitoring/Recording: From time to time we may monitor and /or record telephone calls between you and Client Service Executive to assure the quality of our Client service or as required by applicable law.

7. You agree and provide your consent to share the above information including but not limited transaction history, card balance amount, usage pattern etc to your Employer/ our Client who has placed the order for your Card with Sodexo.

8. You agree and provide your consent to share the above information including but not limited transaction history, card balance amount, usage pattern etc to your Employer/ our Client who has placed the order for your Card with Sodexo

NO WARRANTIES

We are not responsible or liable to you

for any loss or misuse of the Card,
for any interruption of Card service,
for the quality, safety, legality, or any other aspect of the products and services purchased from any Merchant with the Card. If a Merchant fails to honor the Card or discriminate the Consumer using other mode of payment, please notify Client Service Services at 022-69196919 / 022-49196919 or write to us at consumer@india.sodexo.com to report the incident immediately. If you have a complaint with any purchase made with the Card, or a dispute with a Merchant, you must try and directly resolve the same with the Merchant involved to the best of your ability.

REGULATORY COMPLIANCE

The Premium Pass – Gift is classified as Prepaid Payment Instrument as defined under the Master Direction on Issuance and Operation of Pre-Paid Payment Instruments, which is governed by the Payment and Settlement Systems Act, 2007 (‘PSS Act, 2007’). All relevant Regulations will be binding on Sodexo, Client and the Consumer as applicable from time to time. The amount received from the Client for value of Premium Pass – Gift is deposited in an Escrow Account maintained with Citibank, to ensure honouring of payments against Valid Premium Pass – Gift transactions. The Client agrees to provide Sodexo with necessary information/documents as may be required to comply with Know Your Customer / Anti – Money Laundering & Combating Financial Terrorism Guidelines issued by RBI including any amendments thereto. The Client should immediately report all the suspicious transactions as defined under Anti-Money Laundering Guidelines to Sodexo on client@india.sodexo.com. Any change in the Government Policies, Rules or Regulations or any enactments or amendments thereto shall be applicable to the Client from time to time.

APPLICABLE LAW AND JURISDICTION

These Terms and Conditions and the Card, and all questions about their legality, enforceability and interpretation, are governed by the Indian laws and shall be subject to the sole and exclusive jurisdiction of Mumbai courts only.

YOUR AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS

CARDHOLDER LIABILITY

Cardholder liability arising out of an unauthorised payment transaction will be limited to:

Serial No:	Particulars	Maximum Consumer Liability
1	Contributory fraud / negligence / deficiency on the part of the Sodexo, irrespective of whether or not the transaction is reported by the Cardholder	Zero
2	Third party breach where the deficiency lies neither with Sodexo nor with the Cardholder but lies elsewhere in the system, and the Cardholder notifies Sodexo regarding the unauthorised payment transaction. The per transaction Client liability in such cases will depend on the number of days lapsed between the receipt of transaction communication by the Cardholder from Sodexo and the reporting of unauthorised transaction by the Cardholder to Sodexo
	a.Within three days#	Zero
	b.Beyond three days#	Transaction value or ₹10,000/- per transaction, whichever is lower
3	In cases where the loss is due to negligence by the Cardholder, such as where he / she has shared the payment credentials, the Cardholder will bear the entire loss until he / she reports the unauthorised transaction to Sodexo. Any loss occurring after the reporting of the unauthorised transaction shall be borne by Sodexo.
4	Sodexo may also, at their discretion, decide to waive off any Cardholder liability in case of unauthorised electronic payment transactions even in cases of Cardholder negligence.

Harmonisation of Turn Around Time (TAT) and customer compensation for failed transactions using authorised Payment Systems

Sl. no.	Description of the incident	Framework for auto-reversal and compensation	Compensation payable
		Timeline for auto-reversal
a	Card to card transfer
	Card account debited but the beneficiary card account not credited.	Transaction to be reversed (R) latest within T + 1 day, if credit is not effected to the beneficiary account	₹ 100/- per day of delay beyond T + 1 day.
b	Point of Sale (PoS) (Card Present) including Cash at PoS
	Account debited but confirmation not received at merchant location i.e. charge-slip not generated	Auto-reversal within T + 5 days.	₹ 100/- per day of delay beyond T + 5 days.
c	Card Not Present (CNP) (e-commerce)
	Account debited but confirmation not received at merchant’s system	Auto-reversal within T + 5 days.	₹ 100/- per day of delay beyond T + 5 days.

Sodexo Premium Pass Celebrations Dining Terms & Conditions

CARDHOLDER’S GUIDE FOR SODEXO PREMIUM PASS CELEBRATIONS DINING

These Terms and Conditions apply to and regulate the issuance and usage of the Sodexo Premium Pass Celebrations Dining. These terms and conditions (the “Terms and Conditions”) shall be in addition to and not in derogation to any other terms as stipulated by Sodexo from time to time.

1. ‘Client’ shall mean an organization which instructs ‘Sodexo’ to issue Premium Pass Dining for the exclusive use of its employees/ business associates etc.

2. ‘Consumer(s)’ shall mean an employee / business associate of the Client who will be issued a Premium Pass Dining for purchase of goods and/ or services.

4. ‘Mobile App’ is a software application which allows a consumer to view and manage their Premium Pass Dining account using their mobile device.

5. ‘Merchant’ or ‘Merchant Establishment’ shall mean any restaurant or food outlet who has agreed to provide food or non-alcoholic beverages to the Consumer of Sodexo Premium Pass Dining and includes its successors and assigns.

6. ‘Premium Pass Dining’ is an electronic pre-paid instrument issued to the Client by Sodexo that may be used for purchasing food and beverages and includes ‘Premium Pass – Celebrations Dining’ and ‘Premium Pass – Exclusive Dining’.

7. ‘Premium Pass – Celebrations Dining’ will be issued either in physical or virtual medium, that is non-reloadable PIN-based instrument issued with validity of 1 (one) year and with maximum balance of INR 10,000/- or such other amount as may be prescribed by the Regulatory Authority (RBI) from time to time.

8. ‘Premium Pass – Exclusive Dining’ means a non-personalized Pass that is non-reloadable PIN-based instrument issued with validity of 1 (one) year and with maximum balance of INR 10,000/- or such other amount as may be prescribed by the Regulatory Authority (RBI) from time to time.

9. ‘PIN’ shall mean the identification number which may be required by Consumer to authenticate a transaction.

10. ‘Sodexo’ shall mean ‘Sodexo SVC India Private Limited’ having its registered oce at 503 & 504, B Wing, Hiranandani Fulcrum, Sahar Road, Andheri (East), Mumbai – 400 099 and its representatives, successors and assigns.

11. ‘Valid Sodexo Premium Pass Dining’ or altered and conforms to Issuers guidelines or instructions issued from time to time.

CARD DELIVERY, ACTIVATION & VALIDITY

12. The Premium Pass Dining delivered by Sodexo and accepted at the Client’s Premises or any other delivery address as may be specified by the Client shall be treated as valid delivery of the Premium Pass Dining by Sodexo. Once the Premium Pass Dining is delivered as per the agreed terms, Sodexo will not be liable if the Premium Pass Dining is destroyed, damaged, lost, stolen regardless of whether it has been used or not. Sodexo shall not be liable for the failure of the Client or Consumer to use Premium Pass Dining in accordance with the terms of the agreement, for any reason whatsoever. The Client who have agreed to subscribe Premium Pass – Celebrations through virtual medium, no physical card/ instrument will be issued and the recipient will need to use the virtual card/ instrument only. Premium Pass Dining will be delivered to the Client or the Consumer in an inactive mode. The Premium Pass Dining needs to be activated before usage. Premium Pass Dining – Celebrations can be activated only by the Consumer but the activation process as defined by Sodexo may vary subject to availability of the feature at the time of placing order. However, Premium Pass Dining – Exclusive can be activated only by the Client. The Client undertakes that incase if the activation is done at its end, then the same be at its sole risk and liability for any consequences arising thereon. Premium Pass Dining activation details/ process will be communicated to the Consumer in the welcome letter/e-mail. The Client will inform the Consumer to sign on reverse of the Premium Pass Dining before usage.

The Premium Pass Dining is non-transferrable and should not be assigned or transferred in any way by the Consumer to any third party. Any Premium Pass Dining assigned, sold or otherwise transferred in violation of this provision may be invalidated or canceled. Unless prohibited by law, the Premium Pass Dining once activated, may be used to make purchases until the ‘Validity” period printed on the Premium Pass Dining has expired or the value becoming zero. Sodexo at its absolute discretion may terminate the Card.

Once order is invoiced, the amount belongs to the Consumer and will be governed as per the terms and conditions agreed between Sodexo and the Consumer.

CARD USAGE

1. The Premium Pass Dining shall be accepted by the Merchant identified by a sticker pasted at an apparent place in its establishment or through online Merchant website. The latest updated list of Merchants is available on the Sodexo Merchant Web Directory posted on the Sodexo website ‘www.sodexo.in’ or through Mobile App. The list of Merchants may get revised from time to time and it is the Consumer’s responsibility to check whether the Merchant accepts Premium Pass Dining. The Consumer can use the mobile app to check their Premium Pass Dining account balance, initiate payment, view transaction history, locate Merchants, change PIN etc. The Premium Pass Dining is accepted across Sodexo partner network of restaurants, eateries and online food delivery portals (as per the agreement between Sodexo and the client). However virtual card/ instrument can be used only on online food delivery merchants and portals on the Sodexo Partner network

2. The Premium Pass Dining issued by Sodexo does not facilitate balance transfer or cash withdrawal.

3. No interest shall be payable by Sodexo on the amount available/loaded on the card

4. Sodexo accepts no responsibility for any surcharge levied by a Merchant and debited to the Card Account.

5. The Consumer can use the mobile app to check their Premium Pass Dining account balance, initiate payment, view transaction history, change PIN etc.

6. The Merchant will sell to the Consumer, products and services, against the available Premium Pass Dining balance. Any payment request from a Consumer by means of the Premium Pass Dining gives rise to a systemic authorization request.

8. The transaction may be rejected when

the Premium Pass Dining is reported lost or stolen
Sodexo is uncertain whether the transaction is authorized by the Consumer
the Premium Pass Dining is expired or the available balance is not sufficient
if the transaction PIN (where applicable) entered is incorrect
the transaction parameters do not meet the parameters defined by the Client. Sodexo may temporarily “block” the Premium Pass Dining and attempt to contact the Consumer if Sodexo believes that transactions are unusual or appear suspicious.

9. Once the transaction is initiated and authorized, no stop payment request may be raised on any transaction originated by use of your Card.

10. The Cardholder is responsible for safeguarding the Card.

11. In case the Consumer is in receipt of lost or misplaced card, the same will be handed over to Sodexo.

12. Sodexo disclaims all representations and warranties with respect to the products and services provided under this Contract to Consumers including but not limited to any possible impact of such products and services on the Consumer, tax regime as well as the availability, the delivery and quality of the products and services purchased by the Consumer.

13. You may also use your card at various online Merchant that have an arrangement with Sodexo. While onboarding and enrolling yourself with the online Merchant, you may share various personal information on their respective website, the same will be subject to their Privacy Policy as listed on their respective website. Sodexo is not responsible or can be held responsible for any information shared by you with the online Merchant at the time of registration or placing the order.

APPLICABLE CHARGES

In consultation with our corporate clients, the following are standard charges applicable for cardholders unless agreed otherwise:

Type of Charges	Sodexo Premium Pass Celebrations Dining
Card Replacement Fees	₹150
Inactive Card Fees	₹20 per month after 270 days of Inactivity
Insufficient Fund Fee	₹2 per transaction
Revalidation Fees	NA

MOBILE APP

CONSIDERATION AND PAYMENT TERMS

The Client shall pay to Sodexo fees & charges as mentioned on the Customer Application Form. However, there will be charges to be borne by the Consumer that will be deducted from the available balance on the Premium Pass Dining. The charges to be borne by the Consumer will also be communicated to them in the welcome letter/e-mail.

NOTIFICATION OF ERROR

SAFE KEEP OF THE CARD

SECURITY OF INACTIVE CARDS

As a security measure. Sodexo will put balance on hold, for Inactive Sodexo Premium Pass Celebrations Dining with no debit or credit transaction in 12 months. Cardholders can reach out to Sodexo within 36 months from the date of card expiry and such balances will be transferred back to cardholder account post verification of user details. Card Holders who do not activate their Sodexo Cards within 6 months from the date of Card issuance may need to contact customer support for additional verification.

LOST OR STOLEN CARDS / CARD BLOCKING AND REPLACEMENT

In case the Premium Pass Dining is misplaced/ stolen, the consumer can block the Premium Pass Dining over the Mobile App or by immediately reporting the same to Sodexo by calling Customer Care (Numbers: 022-69196919 / 022-49196919) and basis this request from the Consumer, the Premium Pass Dining will be blocked. The Consumer can then request for a replacement of Premium Pass Dining. On confirmation of this request to Sodexo, the consumer will be issued a replacement Premium Pass Dining and Sodexo will deduct the Consumer’s account with applicable charges and taxes towards issuance of the same. Sodexo is not responsible for any loss before the Premium Pass Dining is blocked. However, the replacement will not be applicable for Premium Pass Dining for which the Client has not shared the Consumer details with Sodexo.

CARD CANCELLATION/ CLOSURE AND REFUND

LIMITATIONS ON OUR LIABILITY

1. Sodexo will not accept any responsibility: –

for any dealings’ the Merchant may have with the Consumer, including but not limited to the supply or quality of goods and services so availed or offered
the refusal of Merchant Establishment to honour or accept the Premium Pass Dining
the malfunction of any infrastructure available with the Merchant to accept Premium Pass Dining

2. Should the Consumer have any complaint relating to any Merchant, the same shall be resolved directly with the Merchant Establishment.

4. Notwithstanding this, the Client shall indemnify “Sodexo” against any loss, damages or injuries, claims, liabilities actions, suits, proceedings, demands made against “Sodexo” by any Consumer for any reason whatsoever arising out of the use of the Premium Pass Dining or arising on any breach of the provisions of this Contract.

MODIFICATION, CANCELLATION AND WAIVER

Except where prohibited by applicable law, we may cancel or modify any terms, conditions, or services related to use of the Sodexo Premium Pass Dining including any part of the Agreement without notice to you. We may delay or waive any right at any time but such delay or waiver shall not affect exercise of those rights in the future. You may visit https://www.sodexo.in/terms-and-conditions for the updated set of Sodexo Premium Pass Dining Terms and Conditions.

COMPLIANCE WITH LAW

The Sodexo Premium Pass Dining is governed by the Reserve Bank of India (“RBI”) guidelines and is also subject to directions/instructions issued by the regulators from time to time and Sodexo is not responsible or liable for any violation of applicable laws by the Consumer. All transactions done using the Sodexo Premium Pass Dining are subject to applicable Indian laws. The Consumer shall not use the Card for any unlawful activity. By using this Card, the Consumer(s) hereby declare that his/ her name does not, at any time, appear in the consolidated list of Terrorist Individuals Organizations as circulated by RBI from time to time.

DATA PROTECTION AND PRIVACY

10. During any Client Service call, we may request for information such as your phone number, date of birth, and postal code that you have provided to Sodexo at the time of registration. We may also obtain personal information about you, including information

provided to us by the Client, such as your name and/or your address,
provided by you at the time of activation/ KYC submission or during Client service calls, and about purchases made with the Card, such as the date, the amount and the place of purchase. For purposes of fraud prevention and regulatory compliance.

11. Sodexo reserves the right to disclose the information as received under the agreement, in strict confidence, to any third party as may be required on need basis for providing services under the Contract.

12. Sodexo reserves the right to disclose Client information to any court of competent jurisdiction, quasi-judicial authorities, law enforcement agencies and any other wing of Central Government or State Government

13. Sodexo may develop marketing programs and send you offer for products and services. We do not share Cardholder Information including Cardholder addresses and mobile numbers with other companies for them to market their own products and services.

14. Sodexo may also be required to disclose information to RBI or such other authority as may be required by RBI or under any other applicable law, relating to you and/or to the transactions entered using the Sodexo Premium Pass Dining.

15. Telephone Monitoring/Recording: From time to time we may monitor and /or record telephone calls between you and Client Service Executive to assure the quality of our Client service or as required by applicable law.

16. You agree and provide your consent to share the above information including but not limited transaction history, card balance amount, usage pattern etc to your Employer/ our Client who has placed the order for your Card with Sodexo.

17. You agree and provide your consent to share the above information including but not limited transaction history, card balance amount, usage pattern etc to your Employer/ our Client who has placed the order for your Card with Sodexo

NO WARRANTIES

We are not responsible or liable to you

for any loss or misuse of the Card,
for any interruption of Card service,
for any interruption of Card service, for the quality, safety, legality, or any other aspect of the products and services purchased from any Merchant with the Card. If a Merchant fails to honor the Card or discriminate the Consumer using other mode of payment, please notify Client Service Services at 022-69196919 / 022-49196919 or write to us at consumer@india.sodexo.com to report the incident immediately. If you have a complaint with any purchase made with the Card, or a dispute with a Merchant, you must try and directly resolve the same with the Merchant involved to the best of your ability.

REGULATORY COMPLIANCE

The Premium Pass Dining is classified as Prepaid Payment Instrument as defined under the Master Direction on Issuance and Operation of Pre-Paid Payment Instruments, which is governed by the Payment and Settlement Systems Act, 2007 (‘PSS Act, 2007’). All relevant Regulations will be binding on Sodexo, Client and the Consumer as applicable from time to time. The amount received from the Client for value of Premium Pass Dining is deposited in an Escrow Account maintained with Citibank, to ensure honouring of payments against Valid Premium Pass Dining transactions. The Client agrees to provide Sodexo with necessary information/documents as may be required to comply with Know Your Client / Anti – Money Laundering & Combating Financial Terrorism Guidelines issued by RBI including any amendments thereto. The Client should immediately report all the suspicious transactions as defined under Anti-Money Laundering Guidelines to Sodexo on client@india.sodexo.com. Any change in the Government Policies, Rules or Regulations or any enactments or amendments thereto shall be applicable to the Client from time to time.

APPLICABLE LAW AND JURISDICTION

YOUR AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS

CARDHOLDER LIABILITY

Cardholder liability arising out of an unauthorised payment transaction will be limited to:

Serial No:	Particulars	Maximum Consumer Liability
1	Contributory fraud / negligence / deficiency on the part of the Sodexo, irrespective of whether or not the transaction is reported by the Cardholder	Zero
2	Third party breach where the deficiency lies neither with Sodexo nor with the Cardholder but lies elsewhere in the system, and the Cardholder notifies Sodexo regarding the unauthorised payment transaction. The per transaction Client liability in such cases will depend on the number of days lapsed between the receipt of transaction communication by the Cardholder from Sodexo and the reporting of unauthorised transaction by the Cardholder to Sodexo
	a.Within three days#	Zero
	b.Beyond three days#	Transaction value or ₹10,000/- per transaction, whichever is lower
3	In cases where the loss is due to negligence by the Cardholder, such as where he / she has shared the payment credentials, the Cardholder will bear the entire loss until he / she reports the unauthorised transaction to Sodexo. Any loss occurring after the reporting of the unauthorised transaction shall be borne by Sodexo.
4	Sodexo may also, at their discretion, decide to waive off any Cardholder liability in case of unauthorised electronic payment transactions even in cases of Cardholder negligence.

Harmonisation of Turn Around Time (TAT) and customer compensation for failed transactions using authorised Payment Systems

Sl. no.	Description of the incident	Framework for auto-reversal and compensation	Compensation payable
		Timeline for auto-reversal
a	Card to card transfer
	Card account debited but the beneficiary card account not credited.	Transaction to be reversed (R) latest within T + 1 day, if credit is not effected to the beneficiary account	₹ 100/- per day of delay beyond T + 1 day.
b	Point of Sale (PoS) (Card Present) including Cash at PoS
	Account debited but confirmation not received at merchant location i.e. charge-slip not generated	Auto-reversal within T + 5 days.	₹ 100/- per day of delay beyond T + 5 days.
c	Card Not Present (CNP) (e-commerce)
	Account debited but confirmation not received at merchant’s system	Auto-reversal within T + 5 days.	₹ 100/- per day of delay beyond T + 5 days.

Sodexo Premium Pass – Rewards Terms & Conditions

CARDHOLDER’S GUIDE FOR SODEXO PREMIUM PASS – REWARDS

These Terms and Conditions apply to and regulate the issuance and usage of the Sodexo Premium Pass – Rewards. These terms and conditions (the “Terms and Conditions”) shall be in addition to and not in derogation to any other terms as stipulated by Sodexo from time to time.

DEFINITIONS

1. ‘Client’ shall mean an organization which instructs ‘Sodexo’ to issue Premium Pass for the exclusive use of its employees/ business associates etc.

2. ‘Consumer(s)’ shall mean an employee / business associate of the Client who will be issued a Premium Pass for purchase of goods and/ or services.

4. ‘Mobile App’ is a software application which allows a consumer to view and manage their Premium Pass account using their mobile device.

5. ‘Merchant’ or ‘Merchant Establishment’ shall mean establishment, which accept / honour the Premium Pass against purchase of goods and services.

6. ‘Premium Pass – Rewards’ is a Card Scheme enabled electronic pre-paid instrument issued to the Client by Sodexo either in physical or virtual medium, that is reloadable PIN based instrument issued with validity of 3 (three) years and can have maximum balance of INR 2,00,000 or such other amount subject to terms as may be prescribed by the Regulatory Authority (RBI) from time to time.

7. ‘PIN’ shall mean the identification number which may be required by Consumer to authenticate a transaction.

8. ‘Card Scheme’ shall include RUPAY, Mastercard, Visa or such other payment network as may be joined by Sodexo from time to time for settlement of funds with Merchant.

9. ‘Sodexo’ shall mean ‘Sodexo SVC India Private Limited’ having its registered oce at 503 & 504, B Wing, Hiranandani Fulcrum, Sahar Road, Andheri (East), Mumbai – 400 099 and its representatives, successors and assigns.

10. ‘Valid Sodexo Premium Pass – Rewards’ shall mean a Premium Pass – Rewards issued by Sodexo; not expired or mutilated or altered and conforms to Issuers guidelines or instructions issued from time to time.

CARD DELIVERY, ACTIVATION & VALIDITY

The Premium Pass – Rewards delivered by Sodexo and accepted at the Client’s Premises or any other delivery address as may be specified by the Client shall be treated as valid delivery of the Premium Pass – Rewards by Sodexo. Once the Premium Pass – Rewards is delivered as per the agreed terms, Sodexo will not be liable if the Premium Pass – Rewards is destroyed, damaged, lost, stolen regardless of whether it has been used or not. Sodexo shall not be liable for the failure of the Client or Consumer to use Premium Pass – Rewards in accordance with the terms of this agreement, for any reason whatsoever. The Client who have agreed to subscribe Premium Pass – Rewards through virtual medium, no physical card/ instrument will be issued and the recipient will need to use the virtual card/ instrument only. Premium Pass – Rewards will be delivered to the Client or the Consumer in an inactive mode. The Premium Pass – Rewards needs to be activated before usage. Premium Pass- Rewards can be activated only by the Consumer and the activation process as defined by Sodexo may vary subject to availability of the feature at the time of placing order Premium Pass – Rewards activation details/ process will be communicated to the Consumer in the welcome letter/e-mail. The Client will inform the Consumer to sign on reverse of the Premium Pass – Rewards before usage.

The Premium Pass – Rewards is non-transferrable and should not be assigned or transferred in any way by the Consumer to any third party. Any Premium Pass – Rewards assigned, sold or otherwise transferred in violation of this provision may be invalidated or canceled. Unless prohibited by law, the Premium Pass – Rewards once activated, may be used to make purchases until the ‘Validity” period printed on the Premium Pass – Rewards has expired or the value becoming zero. Sodexo at its absolute discretion may terminate the Card.

Once order is invoiced, the amount belongs to the Consumer and will be governed as per the terms and conditions agreed between Sodexo and the Consumer.

CARD USAGE

1. The Premium Pass – Rewards is accepted at all electronic Point-of-Sale Terminals or through Online Merchant website in India which have been enabled for Card Scheme acceptance. However the Virtual Card/ instrument can be used to make purchases only through online Merchant websites enabled to accept Card Scheme.

2. The Premium Pass – Rewards issued by Sodexo does not facilitate balance transfer or cash withdrawal

3. No interest shall be payable by Sodexo on the amount available/loaded on the card

4. Sodexo accepts no responsibility for any surcharge levied by a Merchant and debited to the Card Account.

5. The Consumer can use the mobile app to check their Premium Pass – Rewards account balance, initiate payment, view transaction history, change PIN etc.

6. The Merchant will sell to the Consumer, products and services, against the available Premium Pass – Rewards balance. Any payment request from a Consumer by means of the Premium Pass – Rewards gives rise to a systemic authorization request.

8. The transaction may be rejected when

the Premium Pass – Rewards is reported lost or stolen;
Sodexo is uncertain whether the transaction is authorized by the Consumer
the Premium Pass – Rewards is expired or the available balance is not sufficient;
if the transaction PIN (where applicable) entered is incorrect
the transaction parameters do not meet the parameters defined by the Client. Sodexo may temporarily “block” the Premium Pass – Rewards and attempt to contact the Consumer if Sodexo believes that transactions are unusual or appear suspicious.

9. Once the transaction is initiated and authorized, no stop payment request may be raised on any transaction originated by use of your Card.

10. The Cardholder is responsible for safeguarding the Card.

11. In case the Consumer is in receipt of lost or misplaced card, the same will be handed over to Sodexo.

APPLICABLE CHARGES

In consultation with our corporate clients, the following are standard charges applicable for cardholders unless agreed otherwise:

Type of Charges	Sodexo Premium Pass Rewards
Card Replacement Fees	₹150
Inactive Card Fees	₹20 per month after 270 days of Inactivity
Insufficient Fund Fee	₹2 per transaction

MOBILE APP

CONSIDERATION AND PAYMENT TERMS

The Client shall pay to Sodexo fees & charges as mentioned on the Client Application Form. However, there will be charges to be borne by the Consumer that will be deducted from the available balance on the Premium Pass – Rewards. The charges to be borne by the Consumer will also be communicated to them in the welcome letter/e-mail.

NOTIFICATION OF ERROR

SAFE KEEP OF THE CARD

SECURITY OF INACTIVE CARDS

As a security measure. Sodexo will put balance on hold, for Inactive Sodexo Premium Pass Rewards with no debit or credit transaction in 12 months. Cardholders can reach out to Sodexo within 36 months from the date of card expiry and such balances will be transferred back to cardholder account post verification of user details. Card Holders who do not activate their Sodexo Cards within 6 months from the date of Card issuance may need to contact customer support for additional verification.

LOST OR STOLEN CARDS / CARD BLOCKING AND REPLACEMENT

In case the Premium Pass – Rewards is misplaced/ stolen, the consumer can block the Premium Pass – Rewards over the Mobile App or by immediately reporting the same to Sodexo by calling Customer Care (Numbers: 022-69196919 / 022-49196919) and basis this request from the Consumer, the Premium Pass – Rewards will be blocked. The Consumer can then request for a replacement of Premium Pass – Rewards. On confirmation of this request to Sodexo, the consumer will be issued a replacement Premium Pass – Rewards and Sodexo will deduct the Consumer’s account with applicable charges and taxes towards issuance of the same. Sodexo is not responsible for any loss before the Premium Pass – Rewards is blocked.

CARD CANCELLATION/ CLOSURE AND REFUND

LIMITATIONS ON OUR LIABILITY

1. Sodexo will not accept any responsibility:

for any dealings the Merchant may have with the Consumer, including but not limited to the supply or quality of goods and services so availed or offered
the refusal of Merchant Establishment to honour or accept the Premium Pass – Rewards
the malfunction of any infrastructure available with the Merchant to accept Premium Pass – Rewards

2. Should the Consumer have any complaint relating to any Merchant, the same shall be resolved directly with the Merchant Establishment.

4. Notwithstanding this, the Client shall indemnify “Sodexo” against any loss, damages or injuries, claims, liabilities actions, suits, proceedings, demands made against “Sodexo” by any Consumer for any reason whatsoever arising out of the use of the Premium Pass – Rewards or arising on any breach of the provisions of this Contract.

MODIFICATION, CANCELATION AND WAIVER

Except where prohibited by applicable law, we may cancel or modify any terms, conditions, or services related to use of the Sodexo Premium Pass – Rewards including any part of the Agreement without notice to you. We may delay or waive any right at any time but such delay or waiver shall not affect exercise of those rights in the future. You may visit https://www.sodexo.in/terms-and-conditions for the updated set of Sodexo Premium Pass – Rewards Terms and Conditions.

COMPLIANCE WITH LAW

The Sodexo Premium Pass – Rewards is governed by the Reserve Bank of India (“RBI”) guidelines and is also subject to directions/instructions issued by the regulators from time to time and Sodexo is not responsible or liable for any violation of applicable laws by the Consumer. All transactions done using the Sodexo Premium Pass – Rewards are subject to applicable Indian laws. The Consumer shall not use the Card for any unlawful activity. By using this Card, the Consumer(s) hereby declare that his/ her name does not, at any time, appear in the consolidated list of Terrorist Individuals Organizations as circulated by RBI from time to time.

DATA PROTECTION AND PRIVACY

provided to us by the Client, such as your name and/or your address,
provided by you at the time of activation/ KYC submission or during Client service calls, and about purchases made with the Card, such as the date, the amount and the place of purchase. For purposes of fraud prevention and regulatory compliance.

NO WARRANTIES

We are not responsible or liable to you

for any loss or misuse of the Card,
for any interruption of Card service,
for the quality, safety, legality, or any other aspect of the products and services purchased from any Merchant with the Card. If a Merchant fails to honor the Card or discriminate the Consumer using other mode of payment, please notify Client Service Services at 022-69196919 / 022-49196919 or write to us at consumer@india.sodexo.com to report the incident immediately. If you have a complaint with any purchase made with the Card, or a dispute with a Merchant, you must try and directly resolve the same with the Merchant involved to the best of your ability.

REGULATORY COMPLIANCE

The Premium Pass – Rewards is classified as Prepaid Payment Instrument as defined under the Master Direction on Issuance and Operation of Pre-Paid Payment Instruments, which is governed by the Payment and Settlement Systems Act, 2007 (‘PSS Act, 2007’). All relevant Regulations will be binding on Sodexo, Client and the Consumer as applicable from time to time. The amount received from the Client for value of Premium Pass – Rewards is deposited in an Escrow Account maintained with Citibank, to ensure honouring of payments against Valid Premium Pass – Rewards transactions. The Client agrees to provide Sodexo with necessary information/documents as may be required to comply with Know Your Customer / Anti – Money Laundering & Combating Financial Terrorism Guidelines issued by RBI including any amendments thereto. The Client should immediately report all the suspicious transactions as defined under Anti-Money Laundering Guidelines to Sodexo on client@india.sodexo.com. Any change in the Government Policies, Rules or Regulations or any enactments or amendments thereto shall be applicable to the Client from time to time.

APPLICABLE LAW AND JURISDICTION

YOUR AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS

CARDHOLDER LIABILITY

Cardholder liability arising out of an unauthorised payment transaction will be limited to:

Serial No:	Particulars	Maximum Consumer Liability
1	Contributory fraud / negligence / deficiency on the part of the Sodexo, irrespective of whether or not the transaction is reported by the Cardholder	Zero
2	Third party breach where the deficiency lies neither with Sodexo nor with the Cardholder but lies elsewhere in the system, and the Cardholder notifies Sodexo regarding the unauthorised payment transaction. The per transaction Client liability in such cases will depend on the number of days lapsed between the receipt of transaction communication by the Cardholder from Sodexo and the reporting of unauthorised transaction by the Cardholder to Sodexo
	a.Within three days#	Zero
	b.Beyond three days#	Transaction value or ₹10,000/- per transaction, whichever is lower
3	In cases where the loss is due to negligence by the Cardholder, such as where he / she has shared the payment credentials, the Cardholder will bear the entire loss until he / she reports the unauthorised transaction to Sodexo. Any loss occurring after the reporting of the unauthorised transaction shall be borne by Sodexo.
4	Sodexo may also, at their discretion, decide to waive off any Cardholder liability in case of unauthorised electronic payment transactions even in cases of Cardholder negligence.

Harmonisation of Turn Around Time (TAT) and customer compensation for failed transactions using authorised Payment Systems

Sl. no.	Description of the incident	Framework for auto-reversal and compensation	Compensation payable
		Timeline for auto-reversal
a	Card to card transfer
	Card account debited but the beneficiary card account not credited.	Transaction to be reversed (R) latest within T + 1 day, if credit is not effected to the beneficiary account	₹ 100/- per day of delay beyond T + 1 day.
b	Point of Sale (PoS) (Card Present) including Cash at PoS
	Account debited but confirmation not received at merchant location i.e. charge-slip not generated	Auto-reversal within T + 5 days.	₹ 100/- per day of delay beyond T + 5 days.
c	Card Not Present (CNP) (e-commerce)
	Account debited but confirmation not received at merchant’s system	Auto-reversal within T + 5 days.	₹ 100/- per day of delay beyond T + 5 days.

Sodexo Multi-Benefit Card Terms & Conditions

CONSUMER’S GUIDE FOR SODEXO MULTI-BENEFIT CARD

These Terms & Conditions apply to and regulate the issuance and usage of Sodexo Multi-Benefit provided by Sodexo SVC India Pvt. Ltd. These Terms & Conditions (the “Terms and Conditions”) shall be in addition to and not in derogation to any other terms as stipulated by Sodexo from time to time.

DEFINITIONS

1. ‘Client’ shall mean an organization which instructs ‘Sodexo’ to issue Meal/ Multi-Benefit Pass for the exclusive use of its employees/business associates etc.

2. ‘Consumer(s)’ shall mean an employee/ business associate of the Client who will be issued a valid Meal/ Multi-Benefit Pass by Sodexo.

3. ‘Hybrid Card’ is a single card that is combination of Meal Pass and Multi-Benefit Pass issued by Sodexo whereby the Meal Pass may be used through the Mag Stripe option at Sodexo’s Merchant Network and the Multi-Benefit Pass may be used through the EMV chip option for other benefits operated on a Scheme Based network.

4. ‘Merchant’ shall mean Sodexo’s Merchant or any participating outlet accepting scheme based cards.

5. ‘Meal Pass’ is a meal benefit service offered by Sodexo that will be used for purchasing food and non-alcoholic beverages (excluding tobacco) from Sodexo’s Merchant Network and can be used through Mag stripe option of Hybrid Card.

6. ‘Mobile App’ is a software application which allows a consumer to view and manage their Multi-Benefit Pass (Hybrid Card) account using their mobile device.

7. . ‘Multi Benefit’ includes all the employee benefit solutions that are issued through Hybrid Card; operated either through Scheme Based Network or Sodexo’s Proprietary Network.

8. ‘Multi-Benefit Pass’ is a package of employee benefits services offered by Sodexo to the employees/ business associate of the Client through issuance of Hybrid Card operated on Scheme Based Network that includes Gift Pass, Fuel Pass, Communication Pass, Dress Pass and various other services but does not include Meal Pass.

9. ‘Scheme’ is the registered Payment Network operated by Rupay, Visa, Mastercard and others.

1.10 ‘Sodexo’ shall mean ‘Sodexo SVC India Private Limited’ having its registered office at 503/ 504, B Wing, Hiranandani Fulcrum, Sahar Road, Andheri (East), Mumbai – 400 099 and its representatives, successors and assigns

10. ‘Sodexo’s Merchant’ shall mean any person or entity that has an agreement with Sodexo to accept Meal Pass against purchase of food and non-alcoholic beverages (excluding tobacco).

11. ‘PIN’ shall mean the identification number which will be required by the Consumer to authenticate a transaction and avail other services from time to time.

12. ‘Valid Hybrid Card’ shall mean Hybrid Card issued by Sodexo; not expired or mutilated or altered and conforms to Issuers guidelines or instructions issued from time to time.

13. ‘Wallet(s)’ is a pre-paid account for the services availed in which the money can be stored and used for any future transaction.

CARD ACTIVATION & VALIDITY

Your Hybrid Card (hereinafter referred to as ‘ Card’) must be activated before you can use it. You can activate your Card online. (Please refer to the FAQ section for more information on card activation) Once your Card is activated, it may be used until the “Validity” date printed on the Card. On that date, unless prohibited by applicable law, the Card and any available balance will expire and you can no longer use the Card or access the available balance. However, the said Card can be revalidated on deduction of such fees from the balance of Card as may be levied by Sodexo from time to time.

Once order is invoiced, the amount belongs to the Consumer and will be governed as per the terms and conditions agreed between Sodexo and the Consumer.

LOADING OF MEAL AND MULTI-BENEFIT PASS

The Meal/ Multi-Benefit Pass will be loaded as per the instructions received from the Client from time to time. There are two options available for loading the Multi-Benefit Pass viz;

(a) Allowance: The respective benefit wallet will be loaded in advance as per the instructions received from the Client. The amount loaded in this wallet will be used only at the restricted Merchant network of the scheme based operator basis the services availed by the Client from Sodexo.

(b) Reimbursement– In this model, the Consumer will seek the reimbursement for the expenses incurred by uploading the copy of original bills through their mobile app. The bills will be verified and if legible, the amount will be credited when the client authorizes the claims and places a load order towards reimbursement. This money will be loaded on to the reimbursement wallet of the Consumer that may be used at the entire Merchant network of scheme based operator.

CARD USAGE

4.1 The facility of balance transfer from one Card to another, cash withdrawal facility and the facility to make offline / MOTO transactions shall not be available on the Card. No interest shall be payable by Sodexo on the amount available/loaded on the Card. The Merchant will obtain authorization for the amount of your transaction. A transaction will not be authorized if it exceeds the available balance. In the event that such a transaction is authorized, due to systems malfunction or any other reason, you are liable for and agree to pay immediately the difference between the available balance and the transaction amount. However, in case if you do not have sufficient balance under one benefit then, the system will utilize your gift account balance followed with utilization of reimbursement account. (Please refer to the FAQ section for more information)

4.2 We may refuse to authorize a Card transaction if:
(a) the Card is reported lost or stolen;
(b) we are uncertain whether the transaction is authorized by you;
(c) the card has expired;
(d) the available balance is insufficient;
(e) the transaction PIN entered is incorrect; or
(f) the transaction parameters do not meet the parameters defined by the Client

4.3 We may temporarily “block” the Card and attempt to contact you if we note that your transactions are unusual or appear suspicious. You are responsible for safeguarding the Card and do not have the right to stop payment on any transaction originated by use of your Card. The Card will at all points of time remain the property of Sodexo and the Consumer needs to return the card to Sodexo whenever requested. In case the Consumer is in receipt of a lost or misplaced card, the same should be handed over to Sodexo immediately.

APPLICABLE CHARGES

In consultation with our corporate clients, the following are standard charges applicable for cardholders unless agreed otherwise:

Type of Charges	Sodexo Multi-Benefit Pass / Sodexo Flexi-Benefits Pass
Card Replacement Fees	₹150
*Inactive Card Fees**	₹20 per month after 90 days of Inactivity
Insufficient Fund Fee	₹2 per transaction

If there are no debit/ credit transactions on any wallet availed under Multi-Benefit Card, for more than 90 days, inactive card fee may be deducted as per the terms agreed with the Client from any active benefit account of the cardholder.

FUEL SURCHARGE

(a) Fuel Surcharge levied, if any, on transactions at Fuel Stations is at the sole discretion of the Fuel station and the Bank whose terminal is used at the fuel station. Sodexo does not levy any surcharge to the cardholder.

(b) If the bank levies surcharge on the fuel transaction, the same is debited from Cardholders balance. Sodexo accepts no responsibility for the surcharge debits to the balance available on the Card.

MOBILE APP

NOTIFICATION OF ERROR

SAFE KEEP OF THE CARD

SECURITY OF INACTIVE CARDS

As a security measure. Sodexo will put balance on hold, for Inactive Sodexo Multi-Benefit Card with no debit or credit transaction in 12 months. Cardholders can reach out to Sodexo within 36 months from the date of card expiry and such balances will be transferred back to cardholder account post verification of user details. Card Holders who do not activate their Sodexo Cards within 6 months from the date of Card issuance may need to contact customer support for additional verification.

LOST OR STOLEN CARDS / CARD BLOCKING AND REPLACEMENT

In case the Card is misplaced/ stolen, the Consumer can block the Card through Sodexo Web Portal or Mobile App or by calling on the help line number. The lost Card will be blocked and the available amount less charges and taxes would be issued to the Consumer through a new Card. Sodexo is not responsible for any loss before the Hybrid Card is blocked.

CARD CANCELLATION/ CLOSURE AND REFUND

LIMITATIONS ON OUR LIABILITY

11.1. The Merchant shall solely be responsible for the quality of product or services sold by the Merchant to the Consumer. It is distinctly understood that Sodexo bears no responsibility for the products and services sold by the Merchant.

11.2. Sodexo is not responsible or liable for any special, indirect, incidental, consequential, punitive or exemplary damages, including, but not limited to, lost profits in connection with this arrangement.

MODIFICATION, CANCELLATION AND WAIVER

Except where prohibited by applicable law, we may cancel or modify any terms, conditions, or services related to use of Card with or without notice to you. We may delay or waive any right at any time but such delay or waiver shall not affect exercise of those rights in the future. You may visit https://www.sodexo.in/terms-and-conditions the updated set of Multi-Benefit Terms and Conditions.

COMPLIANCE WITH LAW

The Card is governed by the Reserve Bank of India (“RBI”) and is subject to directions/instructions issued by the regulator from time to time. Sodexo is not responsible or liable for any violation of applicable laws by the Consumer. All transactions done by using Card are subject to applicable Indian laws. The Consumer shall not use the Card for any unlawful activity. By using this Card, the Consumer(s) hereby declares that his/ her name does not, at any time, appear in the consolidated list of Terrorist Individuals Organizations as circulated by the RBI from time to time.

DATA PROTECTION AND PRIVACY

(I) provided to us by the Client, such as your name and/or your address

(ii) provided by you at the time of activation/ KYC submission or during Client service calls

(iii) about purchases made with the Card, such as the date, the amount and the place of purchase. For purposes of fraud prevention and regulatory compliance, we may also obtain information from providers of identity verification and demographic information data. We will use this information to process Card transactions, provide Client service, enhance usage at Merchants, process claims for lost or stolen Cards and help protect against fraud. We may also use such Information for marketing purposes and to conduct research and analysis. We may provide certain Information to others outside of Sodexo as permitted by any law, such as to government entities or other third parties as for the purpose as stated herein. We may develop marketing programs and send you offers for products and services. We do not share Consumer Information including Consumer addresses and mobile numbers with other companies for them to market their own products and services. We may also be required to disclose information to the RBI or such other authority as may be required by the RBI or under any other applicable law, relating to you and/or to the transactions using the Card.

TELEPHONE MONITORING/RECORDING

From time to time we may monitor and /or record telephone calls between you and Client Care Executive to assure the quality of our Client service or as required by applicable law.

CARD MERCHANT USAGE

The Consumer can use the Meal Pass/ Multi-Benefit Pass either through the Hybrid Card or through its e-wallet on their mobile app in the following manner:
a) MEAL PASS: The Consumer can use the Meal Pass at Sodexo’s Merchant network available on the Sodexo Merchant Web Directory posted on the Sodexo website ‘sodexobenefitsindia.com’ or through Mobile App/ SMS based service. The list of Sodexo’s Merchants may get revised from time to time and it is the Consumer’s responsibility to check whether the Merchant accepts Meal Pass.
b) MULTI-BENEFIT PASS: The Multi-Benefit Pass can be used at the restricted network of scheme based operator as per the services availed and instructions received from the Client.

NO WARRANTIES

17.1 We are not responsible or liable to you:
(a) for any loss or misuse of the Card,
(b) for any interruption of Card service,
(c) for the quality, safety, legality, or any other aspect of the food and non-alcoholic beverages purchased from any Merchant with the Card.

17.2 If a Merchant fails to honour the Card or provide special offers given to other Bank Consumers, please notify Client Care Services at 022-69196919 / 022- 49196919 or write to us at Consumer@india.sodexo.com to report the incident immediately. If you have a complaint with any purchase made with the Card, or a dispute with a Merchant, you must try and directly resolve the same with the Merchant involved to the best of your ability. However, the Consumer should notify
Sodexo of this complaint immediately. We will do a thorough investigation and revert with the findings and our findings shall be final and conclusive.

APPLICABLE LAW AND JURISDICTION

YOUR AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS

CARDHOLDER LIABILITY

Cardholder liability arising out of an unauthorised payment transaction will be limited to:

Serial No:	Particulars	Maximum Consumer Liability
1	Contributory fraud / negligence / deficiency on the part of the Sodexo, irrespective of whether or not the transaction is reported by the Cardholder	Zero
2	Third party breach where the deficiency lies neither with Sodexo nor with the Cardholder but lies elsewhere in the system, and the Cardholder notifies Sodexo regarding the unauthorised payment transaction. The per transaction Client liability in such cases will depend on the number of days lapsed between the receipt of transaction communication by the Cardholder from Sodexo and the reporting of unauthorised transaction by the Cardholder to Sodexo
	a.Within three days#	Zero
	b.Beyond three days#	Transaction value or ₹10,000/- per transaction, whichever is lower
3	In cases where the loss is due to negligence by the Cardholder, such as where he / she has shared the payment credentials, the Cardholder will bear the entire loss until he / she reports the unauthorised transaction to Sodexo. Any loss occurring after the reporting of the unauthorised transaction shall be borne by Sodexo.
4	Sodexo may also, at their discretion, decide to waive off any Cardholder liability in case of unauthorised electronic payment transactions even in cases of Cardholder negligence.

Harmonisation of Turn Around Time (TAT) and customer compensation for failed transactions using authorised Payment Systems

Sl. no.	Description of the incident	Framework for auto-reversal and compensation	Compensation payable
		Timeline for auto-reversal
a	Card to card transfer
	Card account debited but the beneficiary card account not credited.	Transaction to be reversed (R) latest within T + 1 day, if credit is not effected to the beneficiary account	₹ 100/- per day of delay beyond T + 1 day.
b	Point of Sale (PoS) (Card Present) including Cash at PoS
	Account debited but confirmation not received at merchant location i.e. charge-slip not generated	Auto-reversal within T + 5 days.	₹ 100/- per day of delay beyond T + 5 days.
c	Card Not Present (CNP) (e-commerce)
	Account debited but confirmation not received at merchant’s system	Auto-reversal within T + 5 days.	₹ 100/- per day of delay beyond T + 5 days.

GENERAL TERMS AND CONDITIONS BETWEEN SODEXO AND THE MERCHANT FOR MEAL PASS, RESTO PASS AND PREMIUM PASS CELEBRATIONS DINING

1. DEFINITIONS

1.1 ‘Client’ shall mean an organization which instructs ‘Sodexo’ to issue Meal/Resto/ Cafeteria Pass/ Premium Pass Celebrations Dining for the exclusive use of its employees/business associates etc.

1.2 ‘Meal Pass’ is a meal benefit service offered by Sodexo through the issuance of meal instrument that will be used for purchasing food and non-alcoholic beverages (excluding tobacco) from the Sodexo’s affiliated Merchant and includes Resto Pass and Cafeteria Pass.

1.3 ‘Resto Pass’ shall mean an electronic instrument issued by ‘Sodexo’ that may be accepted at the Merchants in the category of restaurants and/or any eating joints/ outlet who has agreed to accept Resto Pass against purchase of food and non-alcoholic beverages (excluding tobacco).

1.4 ‘Cafeteria Pass’ shall mean an electronic instrument issued by ‘Sodexo’ that may be used for purchasing food and/or non-alcoholic beverages from the Merchants located within the Client’s premises or as prescribed by the Client.

1.5 ‘Premium Pass Celebrations Dining’ is an electronic pre-paid instrument issued to the Client by Sodexo that may be used for purchasing food and beverages and includes Premium Pass Dining includes ‘Premium Pass – Celebrations Dining’ and ‘Premium Pass – Exclusive Dining’.

1.6 ‘Consumer(s)’ shall mean an employee/ business associates of the Client who has been issued a valid Meal/Resto/ Cafeteria Pass/ Premium Pass Celebrations Dining by Sodexo.

1.7 “Consumer Data” means all identifiable information about Consumer generated or collected by Merchant, including, but not limited to, Consumers’ name, shipping addresses, email addresses, phone numbers, Consumer’s preferences and tendencies, and transaction data.

1.8 ‘EDC Terminal’ means any one of the following:

(a) an electronic Point of Sale terminal installed by or on behalf of Sodexo at all the outlets of Merchants that is capable of reading Sodexo Meal/Resto/ Cafeteria Pass/ Premium Pass Celebrations Dining for the purpose of authorizing transactions.
(b) any other existing electronic point of sale set-up or Terminal that is capable of reading Sodexo Meal/Resto/ Cafeteria Pass/ Premium Pass Celebrations Dining for the purpose of authorizing transactions.

1.9 ‘IVR’ stands for ‘Interactive Voice Response’ is a computerized telephone system that allows a caller to respond to a menu of choices (spoken by an ‘electronic voice’) by pressing the appropriate buttons on the pad of a touchtone phone.

1.10 ‘Merchant’ shall mean any person or entity that has an agreement with Sodexo to accept Meal/Resto/ Cafeteria Pass/ Premium Pass Celebrations Dining against purchase of food and non-alcoholic beverages (excluding tobacco).

1.11 ‘Mobile Application/ Payment’ shall mean a so ware application that runs on smart phones, tablet computers and other mobile devices for enabling the Consumer to make payment for purchase of food and non-alcoholic beverages (excluding tobacco) from the Merchant through Sodexo Meal/Resto/ Cafeteria Pass/ Premium Pass Celebrations Dining via Mobile.

1.12 ‘Tap & Pay’ – Tap and pay as a solution is selectively offered by Sodexo within a few Cafeteria premises. It is a mode of payment that allows the consumer to tap a Sodexo card having a Near-Field Communication (NFC) sticker against card reader provided to the Merchant by Sodexo to accept payment, instead of inserting/ swiping the card. No PIN or sign on receipt is required.

1.13 ‘Sodexo’ or the ‘Issuer’ shall mean ‘Sodexo SVC India Private Limited’ a company established under the Indian Companies Act, 1956 and duly authorized to issue Pre-Paid Payment Instruments (PPIs) under Payment and Settlement Systems Act, 2007 (includes its successors and assigns)

1.14 ‘Valid Pass’ shall mean electronic pass/ instrument issued by Sodexo; not expired or mutilated or altered and conforms to Issuer’s guidelines or instructions issued from time to time.

2. ACCEPTANCE OF MEAL PASS /MOBILE PAYMENT

2.1 The Merchant undertakes to accept Sodexo Meal Pass at all its network of Outlets through EDC Terminal, mobile payment, IVR, tap and pay or other mode of payment as and when provided by Sodexo for accepting payment for food and non-alcoholic beverages (excluding tobacco).

2.2 The Merchant shall service or deliver to a Consumer, against the available Meal Pass balance exclusively for food or non-alcoholic beverages. Any payment request from a Meal Pass holder by means of the Meal Pass gives rise to a systematic authorization request. Merchant agrees to bifurcate food and non-food items at the time of billing to ensure compliance with this Agreement.

2.3The Merchant needs to understand that the transaction may be rejected when

a. the Meal Pass is expired
b. the balance on the Meal Pass is insufficient
c. the Meal Pass is blocked
d. the Meal Pass is unknown to the system
e. Sodexo is uncertain whether the transaction is authorized by the Consumer
f. if the transaction PIN (where applicable) entered is incorrect
g. the transaction parameters do not meet the parameters defined by the Client.

2.4 The Merchant undertakes to;

a. honour a valid Meal Pass whenever presented by the Consumer for payment
b. not engage in any practices or procedures that discriminates or discourages the use of a Sodexo Meal Pass, whether in favor of cash or any other card brands
c. not levy any service charges or fees on the Consumer for the acceptance of the Meal Pass,
d. not place any minimum limit on the transaction for the use of Valid Meal Pass and
e. not to return or pay any amount in cash to the Consumer.

2.5 The Merchant agrees to;

a. return the Meal Pass and handover a copy of the transaction record/ charge slip to the Consumer, if requested.
b. retain the copy of transaction record/ charge slip and sales invoices for a minimum period of 90 days and whenever required, on Sodexo’s request provide the same within 3 business days from the date of request
c. share data and information regarding failed transactions

2.6 Merchant agrees that for the purpose of accepting the payment of transaction through Meal Pass via mobile application, the Merchant agrees for the following;

a. To display the collaterals viz. QR Code etc. as and when provided by Sodexo at the prominent place in its outlet, to enable the Consumer to make payment through mobile application or any other mode of payment.
b. To register the Mobile numbers of its authorised person with Sodexo where the notification will be sent on completion of successful transactions.
c. All other terms and conditions of this agreement will be applicable for acceptance of payment through mobile application, or any other mode of payment as agreed between the parties.

3. RESPONSIBILITY FOR THE PRODUCTS

3.1 The Merchant hereby represents and undertakes that food or non-alcoholic beverages (excluding tobacco) to be served or delivered to the Consumer shall be hygienic and under hygienic conditions. It is distinctly understood that Sodexo bears no responsibility for the food and non-alcoholic beverages sold by the Merchant including but not limited to Consumer experience.

3.2 The Merchant is solely responsible for resolving any dispute with a Consumer regarding any matter related to the food and non-alcoholic beverages purchased from the Merchant. The Merchant shall make good faith efforts to resolve such disputes in a prompt and fair manner.

3.3 The Merchant agrees to indemnify Sodexo against any losses, damages, claims, suit, proceedings, costs, charges and expenses caused or suffered by Sodexo as a result of quality of the food or non-alcoholic beverages sold or any dispute between the Consumer and Merchant.

4. OBLIGATIONS OF MERCHANT

4.1 The Merchant shall for the duration of this agreement strategically place Sodexo stickers and any other promotional material given by Sodexo from time to time for promoting Sodexo Meal Pass at all its outlets. The stickers/promotional material shall be placed at such places in their outlets that it is prominently visible to the Consumer as soon as they enter the outlet.

4.2 Merchant is responsible for paying all taxes due in connection with every sales transaction through Meal Pass and shall indemnify and hold harmless Sodexo, including its parent Company and their directors, officers from and against any and all losses relating to its failure to do so, including penalties, assessments, judgments, court costs and litigation expenses, including, without limitation, reasonable attorneys’ fees.

4.3 Merchant shall comply with all laws, regulations, and rules applicable to its business and shall ensure that the same is compiled during the term of this agreement.

4.4 As agreed, Merchant will not at any time discriminate the Consumer in any manner from anybody using any other mode of payment. Non-acceptance of Sodexo Meal Pass and / or charging over and above the value of food and non-alcoholic beverages amounts to a material breach of the Agreement.

4.5 The Merchants availing EDC Terminal or MPOS from Sodexo at their outlets for acceptance of Sodexo Meal/Resto Pass/ Cafeteria Pass should abide by the terms and conditions described in the attached Appendix. Merchant will ensure that the EDC Terminal/ MPOS are operational during the term of this Agreement.

4.6 The Merchant agrees to immediately inform about any change in the information as shared with Sodexo including but not limited to change in constitution, name, address, contact person or any other information relevant to this Agreement. In case of failure to intimate the change, the Merchant will be responsible for the consequences thereof.

5. COMMERCIAL ARRANGEMENT

5.1 Sodexo shall make a payment to the Merchant against the value of settled transactions after deducting there from the amount of service charge or other fees/ charges as per mutually agreed terms and conditions. All applicable taxes and duties shall be borne by the Merchant.

5.2 The standard payment cycle offered to the merchant at the time of contracting is T+14 (Transaction Settlement Date+ 14 days). However, the merchant can choose from alternative payment cycles of T+2 or T+7, which is mutually agreed upon at the time of contracting

5.3 Sodexo reserves the right to increase every year, its fees based on the inflation (i.e., Wholesale Price Index) as published by the Government of India.

5.4 It is expressly provided that neither Sodexo nor the Client shall be liable to pay/ reimburse any extra amount to the Merchant on account of taxes including tax /interest / penalty sought to be collected and /or levied on the Merchant by the Government / Semi-Government authorities and that any liability on this account or on change of government policy is expressly that of the Merchant.

6. SETTLEMENT

6.1 Sodexo shall accept all legitimate Meal/Resto / Cafeteria Pass transactions that are allowed under this Agreement and tendered by Merchant in accordance with this Agreement.

6.2 The payment will be made by Sodexo electronically through bank transfer for the authorised transactions as per the terms mutually agreed between the parties. In case the payment date happens to be a Sunday or a Bank holiday then the payment will be made on the subsequent working day. The payment will be made for the value of authorised transactions a er deducting therefrom the amount of service charge, fee and applicable taxes and duties.

6.3 The Merchant accepts that the data provided by Sodexo and, in particular, those concerning the date and the amount of transactions made, shall serve as proof, between the Parties, for all the said transactions as a whole. It is expressly agreed between the Parties that in the event of disagreement, the data and records produced by Sodexo will prevail over those produced by the Merchant.

6.4 In the event the Merchant disputes the amount paid by Sodexo then the same should be informed to Sodexo within 7 days of receipt of the payment. The transaction slip/ SMS notification for the unpaid transaction retained by the Merchant will be submitted to Sodexo for verification. Sodexo will verify the same and determine if the same is payable. The amount determined by Sodexo to be payable to Merchant shall be conclusive

7. RETURNS, CHARGE BACK AND DISPUTES

7.1 Any Transaction entered by the Merchant in any of the following circumstances shall be the final responsibility of Merchant notwithstanding that the Transaction was accepted or paid by Sodexo and the Merchant agrees to Sodexo’s charging back of the Transaction without any demur or protest:

(i) Transactions which are not in conformity with the provisions of this Agreement
(ii) Transactions where the Meal Pass is altered or mutilated.
(iii) In the event, the Meal Pass is swiped more than once for the same transaction.
(iv) In case where the settlement amount paid by Sodexo is more then what is due to the Merchant, or the payment is made by Sodexo erroneously more than once for the same transactions.
(v) Transactions which are fraudulent, collusive, illegal, or otherwise irregular in a manner whatsoever.
(vi) Transactions incurred outside the territory authorized for use of the Meal Pass.
(vii) Transactions where the charge slip is incomplete or illegible or is otherwise irregular any charge for merchandise or service sold or provided to the Consumer at a price which is in excess of the advertised price or in excess of the price charged to the general public for the goods or service.
(viii) Transactions where the Consumer asserts a claim for set-o or counter claim against the Merchant or disputes his / its liability for any reason whatsoever.

7.2 In the event the Merchant does not agree to the charge back of transaction raised by Sodexo, the same needs to be established through submission of original charge slip or by substantiation of facts via other acceptable documents.

7.3 If Sodexo is entitled to charge back any transaction or is entitled to payment or reimbursement from the Merchant of any amount under this Agreement, Sodexo may at its discretion, give effect to such charge back entitlement through any one or more of the following methods:

(i) deduction of the relevant amount or any part thereof from any payments to Merchant
(ii) billing the Merchant for the bill amount or any part thereof and Merchant agreeing to pay the amount of the bill forthwith upon receipt of the same without any demur or protest.

8. MARKETING & INTELLECTUAL PROPERTY

8.1 Sodexo shall publish a Merchant directory which contains a list of the outlets of its network Merchant partners. Sodexo shall be entitled to include information relating to the logo/ trademark including products and services offered by the Merchant in the directory. The directory may be made available to the Client or Consumer. The Merchant grants to Sodexo a limited and non-exclusive license to utilize Merchant’s trademarks, trade name and logo to promote and use Meal/Resto Pass.

8.2 It is clearly understood and agreed that mention of the Merchant in the Merchant directory, whether in printed or electronic form is not in any way intended to promote the business of the Merchant nor does Sodexo make any representation in respect of the same.

8.3 The Merchant shall not use Sodexo’s name/brand name or logo in any literature, advertisement, or communication to third party unless consented in writing by Sodexo.

8.4 All the intellectual property of Sodexo including its systems, so ware’s, trademark and other intangibles will at all point of time remain exclusive property of Sodexo. Sodexo confers no intellectual property right of any type whatsoever to the Merchant under this agreement.

9. CONSUMER DATA

9.1 Merchant shall use Consumer Data (i.e., consumer visiting the outlet) only to fulfil its redemption obligations in connection with its Offering as authorized by this Agreement. Merchant expressly agrees that any Consumer data shall be used only for this purpose, including but not limited to provision of food and non-alcoholic beverages to Consumers. Merchant represents warrants and covenants that it will not resell or otherwise disclose any Consumer Data to any third party, in whole or in part, for any purpose, unless required by applicable law.

9.2 Sodexo will not share its consumer database with any of its Merchants.

10. INDEMNITY

10.1 The Merchant agrees to defend, indemnify, and hold Sodexo harmless from and against any material claim, liability, demand, loss, damage, legal cases, judgment, or other obligation or right of action, which may arise as a result of

a) breach of any provision of this Agreement
b) misrepresentation by the Merchant to Sodexo or the Consumer
c) any failure by Merchant to perform its obligations under this Agreement d) Any issues arising out of statutory non-compliance in respect of item supplied by Merchant including but not limited to any action taken by statutory, central, or state government authorities.

10.2 In no event shall ‘Sodexo’ be liable for any direct, indirect, punitive, incidental, special, consequential damages or any other damages whatsoever including, without limitation, damages with regards to the quality of the food and non-alcoholic beverages purchased by the Consumer (including but not limited to Consumer experience) or with regards to arrangement covered herein.

11. TERMINATION

11.1 If the Merchant commits a material breach of any covenants, representations, warranties or does not comply or abide by the terms and conditions of this Agreement then Sodexo reserves the right to terminate this agreement with immediate effect by sending a written Notice to the Merchant at the business address indicated in the Merchant Application Form.

11.2 Either party can terminate this Agreement at any time by giving the other party not less than three months prior written notice in writing send by Registered A/D or by physical handover to their business address.

11.3 Upon termination of this Contract, the Merchant shall hand over to Sodexo all promotion material and EDC Terminal/ MPOS within seven (7) days from the date of termination. Sodexo has the right to forfeit the deposit or recover from the Merchant through set-o or any other means, if the EDC Terminal or MPOS is not returned in good working condition.

12. REGULATORY

12.1 The Meal Pass are classified as Prepaid Payment Instruments as defined under the Reserve Bank of India (Issuance and Operation of Prepaid Payment Instruments) Directions which is governed by the Payment and Settlement Systems Act, 2007 [‘PSS Act, 2007’] All relevant Regulations will be binding on the Issuer, Client, Consumer and the Merchant as applicable from time to time.

12.2 In compliance with RBI directions issued under PSS Act, 2007, the amount received from the Client for value of Meal Pass is deposited in an Escrow Account with the Bank, to ensure honouring of payments against valid Meal Pass transactions to the Merchant. The detail of the Escrow Agent is mentioned on our website www.sodexo.in

12.3 Merchant agrees to provide Sodexo with necessary information/documents as may be required to comply with Know Your Client/ Anti- Money Laundering & Combating Financial Terrorism Guidelines issued by RBI including any amendments thereto.

12.4 The Merchant should immediately report all the suspicious transactions as defined under Anti-Money Laundering Guidelines to Sodexo. To access our help line numbers kindly visit our website www.sodexobene tsindia.com Any change in the Government Policies, Rules or Regulations or any enactments or amendments thereto shall be applicable to the Merchant from time to time.

13. MISCELLEANOUS

13.1 Sodexo will act as coordinating agent between the Consumer and the Merchants, and the reimbursement of value of transactions on Meal Pass by Sodexo to the Merchant will constitute a valid discharge of the Consumer’s obligation to pay directly to the Merchant.

13.2 Neither Sodexo nor the Merchant shall be liable for any breach of this Agreement caused by force majeure events such as Acts of God, fire, lightning, explosion, food, inclement weather conditions, strikes, lockout or any other cause beyond the control of either party.

13.3 Sodexo reserves the right, at its sole discretion from time to time to vary any terms and conditions herein contained upon written notice of not less than thirty (30) days to the Merchant at the business address indicated in the application form.

13.4 If any Dispute arising between the parties is not amicably settled within Thirty (30) days of commencement of attempts to settle the same, the Disputes shall be referred for arbitration under the provisions of the Indian Arbitration and Conciliation Act 1996 by mutually appointing one Arbitrator and the arbitration proceeding shall be held in Mumbai in English language.

13.5 This Agreement will be construed in accordance with and governed by the Laws of India and each party agree to submit to the exclusive jurisdiction of the courts in Mumbai, India.

13.6 In case of any query or need for support the Merchant can write us on: partner@india.sodexo.com or call: 022-69196919 or 022-49196919 or visit: www.sodexo.in

13.7 All Correspondence relating to the arrangement covered by this Agreement should be addressed to:
Head -Merchant Relations,
Sodexo SVC India Pvt. Ltd., 503 & 504,
B Wing, 5th Floor, Hiranandani Fulcrum, Sahar Road, Andheri(E) Mumbai-400099.

13.8 In case the Merchant does not receive a satisfactory response to their query, they can escalate the matter to our Nodal Officer at head.customerservice.IN@Sodexo.com.

13.9 Merchant warrants and guarantees that the signatory signing this Agreement is authorized to sign this Agreement and bind the Merchant to this Agreement. Such authority of the signatory hereto shall not be questioned or challenged by the Merchant at any time.

GENERAL TERMS AND CONDITIONS BETWEEN SODEXO AND THE MERCHANT FOR MEAL/ RESTO/ PREMIUM PASS DINING BENEFITS APPENDIX – EQUIPMENT (EDC TERMINAL/ POS)

1. The equipment as may be requested will be provided and installed at the Merchants Outlet by or on behalf of Sodexo or its third-party Vendor appointed for the purpose of deployment and management of equipment

2. In case of PSTN, the Merchant agrees to arrange and pay for the installation of telephone lines and data communication cost as may be required to operate the EDC Terminals. However, in the event of MPOS, the Merchant will arrange and pay for the Smart Phone in addition to cost of SIM Card and data communication to operate the EDC Terminal.

3. The ownership of the EDC Terminals/ MPOS will not transfer to the Merchant. In the event of termination of this agreement, the Merchant will return these EDC Terminals/ MPOS to Sodexo or its authorized partners immediately and in good working condition. Merchant is requested to keep acknowledgment letter of return of the machine for a period of 18 months.

4. The Merchant is responsible to take reasonable and necessary care of the EDC Terminal/ MPOS. The Merchant will be liable in case of any physical damage or any loss/ the of the EDC Terminal/ MPOS. Any damage to the EDC Terminal/ MPOS or any of its parts due to its negligence or willful default will be the responsibility of the Merchant.

5. In case of any damage or loss/ the of the EDC Terminal, Sodexo has the right to forfeit the deposit in case of loss of EDC Terminal/ MPOS or disaffiliation in case of liability. The cost of recovery for complete loss of EDC Terminal/ MPOS are as under;

INR 5,000/- for TAP & PAY and MPOS
INR 10,000/- for EDC Terminal

6. In the event, the reimbursement amount is not sufficient to recover the above cost, then the Merchant will issue the remittance in favour of ‘Sodexo SVC India Pvt. Ltd’ against the debit note raised by Sodexo for the repair and replacement cost of the EDC Terminal.

7. The Merchant will co-operate and extend support to the representative of Sodexo or its partners, visiting their premises, for installation or de-installation of EDC Terminal or its periodic maintenance.

8. If the EDC terminal installed at the Merchant outlet becomes non-functional, the Merchant should immediately log a call at the numbers communicated to them at the time of deployment of EDC Terminal

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GENERAL TERMS AND CONDITIONS BETWEEN SODEXO AND THE MERCHANT FOR MEAL/ RESTO/ PREMIUM PASS DINING BENEFITS APPENDIX – EQUIPMENT (EDC TERMINAL/ POS)

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