The terms.
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Supply and operating terms for SYLA equipment, recipe cups, and services. Customer-specific commitments are governed by the signed agreement.
Terms & Conditions
SYLA is a brand of Momentum Private Limited (formerly known as Organicut Fresh Private Limited). These terms outline the supply and operation of SYLA blending machines, approved frozen recipe cups, optional freezers, and maintenance services for business customers and site operators.
This page is a general guide to the supply terms. The commercial model, equipment, site, payment obligations, service coverage, and other binding commitments are those agreed in the supply agreement signed by the Company and the customer, together with its schedules. Browsing this website does not execute an equipment supply agreement.
Where this page and a signed agreement differ, the signed agreement governs. Prices, deposits, percentages, warranty periods, service targets, notice periods, and other customer-specific conditions are not fixed by this page.
Equipment and cup orders, payment milestones, credit terms, minimum order quantities, and lead times are confirmed in the applicable agreement and order documentation. Any non-refundable advance is governed by those agreed terms.
GST and other applicable taxes, freight, insurance, installation, and related charges are payable as specified in the agreement and invoices.
Payments must be made by the agreed due dates. Any late-payment interest, restrictions on withholding or set-off, and tax-deduction documentation requirements follow the signed agreement and applicable law.
Overdue undisputed amounts may lead to suspension of cup supply, maintenance, or remote machine operation after the notice and waiting periods agreed in writing.
For an outright purchase, ownership of the machine passes only after the full purchase price and applicable taxes have been received in cleared funds. Risk in the machine passes on delivery to the customer site.
For a lease expressly agreed in writing, the machine remains the Company’s property. The customer must not sell, transfer, sub-lease, pledge, encumber, or part with possession of it, and must keep ownership plates and serial numbers intact.
Insurance, responsibility for loss or damage, and any compensation for a leased machine are governed by the signed agreement. An optional freezer is sold separately unless the agreement states otherwise; its ownership passes on full payment and risk on delivery.
Lease or revenue-share terms apply only where expressly agreed for the particular machine and site. The signed commercial schedule determines the revenue calculation, any minimum guarantee, collection method, settlement dates, security deposit, and operating commitments.
Where applicable, machine dispense records support monthly reporting and reconciliation. Statement-dispute periods, approved discounts, treatment of test or promotional dispenses, and any estimates used when telemetry is unavailable are governed by the signed agreement.
Cups and maintenance may be included without a separate charge under an agreed lease model, subject to the agreement’s quantity limits, exclusions, and accountability requirements. Cups supplied on this basis remain the Company’s property until dispensed and may not be diverted to other uses.
Any downtime adjustment, deposit deduction or refund, lock-in period, and exit obligation depends on the signed terms. A revenue-share arrangement does not create a partnership, joint venture, or agency.
The customer must make the agreed site ready before delivery, including suitable earthed power, potable water, drainage, space, servicing access, internet connectivity, and compliant frozen storage. Detailed requirements are confirmed for the installation rather than assumed from this website.
Delivery and installation depend on the agreed advance payment and site-readiness confirmation. Delivery timelines are indicative unless expressly agreed otherwise. The Company commissions the machine and provides the agreed operator training.
Acceptance is recorded in an installation certificate. Any defect-notification or deemed-acceptance period, failed-visit charge, storage charge, or relocation charge is governed by the signed agreement. Relocation must be carried out by or under the Company’s supervision.
Use only SYLA recipe cups supplied by the Company and approved inputs for the machine. Do not introduce other cups, mixes, ingredients, additives, or unapproved consumables.
Unauthorised inputs can invalidate warranty and maintenance coverage, make the customer responsible for resulting repair costs, and constitute a material breach under the supply agreement.
Cups must not be resold separately, decanted, repacked, relabelled, altered, or used to reproduce their formulations. Prepare and dispense them only as directed by the Company; removal of the lid as instructed for normal preparation is part of approved use.
Keep recipe cups frozen at a core temperature of −18°C or below until preparation. Maintain daily frozen-storage temperature records and make them available when requested.
Follow first-in-first-out stock rotation and the batch and best-before information on the packaging. Do not dispense cups after their best-before date.
Do not refreeze a thawed cup. Discard it and do not dispense it.
The customer is responsible for compliant storage, whether using a Company-supplied freezer or its own equipment. Spoilage, food-safety incidents, complaints, and machine damage caused by inadequate storage or a broken cold chain are outside the Company’s agreed responsibility to the extent set out in the signed agreement.
Cup availability, ordering channels, quantities, forecasts, and delivery lead times are governed by the agreed supply arrangements. Where a price revision is permitted, it is subject to the agreed prior written notice; orders already confirmed are honoured at the pre-revision price.
Notify the Company in writing of shortages, transit damage, or cups delivered thawed, with photographic evidence, within the claim period agreed for the order. Validly rejected cups are replaced free of charge under the supply agreement. The agreement does not provide a general right to return cups on other grounds.
Any treatment of unused cups when an agreement ends must be expressly agreed. This website does not promise a cup buy-back, cancellation refund, or return period.
The machine warranty covers defects in materials and workmanship and substantial conformity with published specifications for the warranty period agreed from installation, subject to the exclusions in the supply agreement.
Where agreed, the initial free annual maintenance contract (AMC) runs concurrently with the warranty. No universal warranty duration or free-service period is promised on this page.
Warranty exclusions and any permitted limitations are governed by the signed agreement and applicable law.
An active AMC provides the scope agreed for the machine, which may include preventive maintenance, deep cleaning, covered-component replacement with parts and labour, breakdown attendance, remote diagnostics, software and firmware updates, and service reports.
The machine-specific maintenance bill of quantities and serial-number record identify covered components. Visit frequencies, response and resolution targets, service hours, renewal terms, escalation, and any reinstatement conditions are those agreed in writing.
A qualifying internal defect may entitle the customer to a new or functionally equivalent reconditioned replacement under the agreed unresolved-fault or recurrence criteria. This right is subject to the exclusions, a valid AMC, and payment of amounts due; no fixed replacement deadline is stated here.
After any included maintenance period ends, continued coverage for an outright purchase requires renewal on the agreed terms. Without an active AMC, service and replacement obligations do not continue automatically; any time-and-material service is separately chargeable.
Unless expressly included in the signed agreement, warranty or AMC coverage excludes:
Physical damage after installation, including display or tablet damage; misuse, negligence, spills, liquid ingress, vandalism, theft, fire, flood, pests, or accidents.
Damage from unsuitable electrical supply or earthing, inadequate power protection, unsuitable water, or failure to replace filters as required.
Unauthorised repairs, modifications, opening, tampering, relocation, or use of unapproved consumables or parts.
Cosmetic items, branding panels, paintwork, normal wear and tear, and routine consumables such as filters, gaskets, brushes, tubing, and cleaning agents, unless expressly covered.
Cup loss or spoilage, cold-chain failures, and interruption of site power, water, drainage, or internet connectivity.
Excluded repairs and routine consumables may be charged separately. Freezer warranty and maintenance are separate from the machine AMC unless expressly included.
The site operator must pay for and maintain the required utilities, carry out daily user-level cleaning in accordance with the operating manual, and ensure that refilling, cleaning, and operator duties are performed by trained personnel.
Do not open, tamper with, modify, re-program, or attempt to repair the machine. Keep branding and serial numbers intact and provide safe, unobstructed access for authorised service personnel.
Log faults and report malfunctions, damage, food-safety incidents, or consumer complaints promptly through the agreed support channel and within any contractual notification period. The operator must maintain the licences and approvals required for its site and sale of beverages.
The Company’s supply obligations include recipe cups manufactured in appropriately licensed facilities. Site operators are responsible for their own required food-safety licences or registrations and compliant storage, handling, hygiene, and operation.
Do not alter, repack, relabel, or add ingredients to cups or dispensed drinks, or make nutritional, health, or origin claims that the Company has not approved in writing.
Both parties must promptly communicate relevant complaints, regulatory notices, or food-safety incidents and cooperate with product withdrawals or recalls. On notification from the Company, quarantine the identified batch immediately and stop dispensing it. Operators must cooperate with agreed storage and hygiene audits and corrective action.
If a freezer is included in the order, its specification, price, delivery, and manufacturer warranty are recorded separately. Manufacturer warranty claims are routed through the Company on the agreed basis.
The freezer is not automatically covered by the machine AMC. Any separate freezer-maintenance arrangement must be agreed in writing. Choosing customer-provided frozen storage does not reduce the operator’s cold-chain responsibilities.
The machine records and transmits dispense, error, temperature, and usage data. The Company uses this telemetry for maintenance, product improvement, demand forecasting, and agreed commercial reconciliation, and may use aggregated and anonymised data for lawful purposes.
Operators must maintain the agreed connectivity and must not disable, obstruct, or interfere with telemetry. Contractual ownership and access to machine data are governed by the supply agreement.
Where consumer personal data is collected, each party must handle it in accordance with applicable data-protection law. Information about personal-data handling is available in the Privacy Policy at https://agreeable-river-0629afd00.8.azurestaticapps.net/privacy-policy/.
Rights in the SYLA brand, machine design, software and firmware, recipe formulations, packaging, artwork, and documentation remain with the Company. Buying or leasing equipment does not transfer these rights.
Any permission to use SYLA marks is limited to the agreed site, purpose, term, and brand guidelines. Do not remove or obscure branding or ownership plates, add third-party branding without written consent, or reverse engineer the equipment, software, or formulations.
Use of a customer’s name, logo, or installation photographs for marketing is governed by the permission and any opt-out recorded in the signed agreement.
Non-public commercial, pricing, formulation, technical, and machine-data information exchanged under the supply relationship must be kept confidential and used only for the agreed purpose.
The agreement recognises exceptions for information already lawfully known, independently developed, public without a breach, or required to be disclosed by law, a court, or a regulator. Any disclosure notice and the period for which confidentiality continues after termination are governed by the signed agreement.
The agreement’s commencement, duration, renewal, notice, lock-in, and any exit charges are set out in the signed terms. Material breach, non-payment, insolvency, unauthorised inputs, tampering, or serious food-safety concerns may trigger termination rights, subject to the agreed notice and remedy provisions.
On expiry or termination, outstanding amounts become payable and the agreed brand licence ends. A leased machine must be made available for removal and returned in good working order, allowing for fair wear and tear, with accessories, manuals, and branding intact.
For an outright purchase, the customer may retain the machine, but ongoing service or cup supply is not automatically assured. The signed agreement may permit disabling proprietary features dependent on Company systems. Unused cups, removal costs, deposits, and any continuing obligations are dealt with under the agreed termination terms.
The signed supply agreement provides for exclusion of indirect, incidental, special, or consequential loss, including loss of profit, revenue, goodwill, business opportunity, or anticipated savings, subject to applicable law.
Any aggregate liability cap depends on the amount and calculation agreed in the signed contract. This website does not set a monetary cap.
The agreement preserves exceptions for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, wilful misconduct, intellectual-property or confidentiality breaches, payment obligations, and liability that cannot lawfully be limited or excluded.
Under the agreed indemnities, the Company is responsible for qualifying direct losses from third-party intellectual-property claims in India and bona fide consumer claims caused solely by manufacturing defects in cups that have been properly stored, handled, and dispensed.
The customer is responsible for qualifying direct losses arising from cold-chain failures, misuse, tampering, unauthorised repairs or relocation, unapproved inputs, breaches of operator or food-safety obligations, and relevant claims arising from site conditions.
The party seeking indemnity must notify the other promptly, avoid admissions or settlement without consent, and permit the agreed defence and cooperation process. The signed agreement determines the precise scope of these obligations.
The agreement addresses delays or failure caused by events beyond reasonable control, such as natural disasters, fire, epidemics, war, civil unrest, government orders, or failure of public utilities or transport. Payment obligations are not generally excused by this clause.
The affected party must give the agreed notice and take reasonable steps to mitigate the effects. Any prolonged-event termination right or adjustment of an agreed lease minimum guarantee is governed by the signed agreement; no automatic refund or compensation is promised by this page.
The supply agreement is governed by the laws of India. Disputes are first addressed through discussions between the parties’ representatives. Where agreed, unresolved disputes proceed to arbitration in English under the agreed arbitration mechanism.
The arbitration seat, venue, appointment process, dispute-notice period, and competent courts must be specified in the signed agreement. This website does not select a city or jurisdiction. Rights to seek competent interim or injunctive relief are preserved under the agreement.
The signed agreement and its schedules contain the parties’ entire agreement. Amendments must follow its written-authorisation requirements, including the specific provisions for cup-price and AMC revisions. Assignment, statutory compliance, severability, waiver, and electronic execution are governed by the signed terms. Neither party may bind the other as its agent.
Formal contractual notices must be sent in writing to the designated notice contacts and addresses in the signed agreement, using its agreed delivery methods. General support channels do not replace those formal notice requirements.
For questions about SYLA equipment, recipe cups, or service, call +91 8796724140 or email sylasupport@uharvest.in. Please include the machine serial number, site, and a description of the issue when requesting assistance.
