The Partner terms of use (“Terms”) govern the use of the website/application which is an internet-based salon/spa/beauty parlour/tattoo parlour booking portal owned and operated by Contech Ventures Pvt. Ltd., a company incorporated under the laws of India, having its registered office at 4^th Floor, Pushpak, Nr. Panchvati Cross Roads, CG Road, Ellisbridge, Ahmedabad, Gujarat 380006 (“Company”, “Goodlii”, “we”, “us”) through the website partner.goodlii.com and through its mobile application “Goodlii” (collectively referred to as “Platform”).

Goodlii is engaged in the business of providing online platform services wherein it acts as a host/intermediary for the salon/spa/beauty parlour/tattoo parlour (“service centres”), providing an online platform to represent their services and for the customers, who by accessing the Platform can identify various service centres in a particular region and avail the services of the said service centres as enlisted thereof (“Services/Goodlii Services”). The Terms constitute a binding and enforceable legal contract between Goodlii and you who are desirous of getting their service centres and/or services enlisted on the Platform of Goodlii (“Partner/You”), engaged in the business of salon and/or are stylists/professionals/artists providing tattoo, hair, beauty and other health and wellness services (“Partner Services”).

Any subscription agreements regarding the Services that the Partner signs or accepts via email or online shall be read along with this and are a part of these Terms. It also includes the Privacy Policy and any other guidelines, additional terms, policies and disclaimers issued by Goodlii from time to time.

By using the Services, you represent and warrant that you have the full legal capacity and authority to agree and bind yourself to these Terms.

The following Terms shall define your relationship with Goodlii and give you permission to use all the Services offered by the Platform. It will explain how the Goodlii Platform works and how we intend to have a partnership/association with you.

Goodlii Services

Goodlii acts solely as a platform for connecting the Partner and customers and facilitates the provision of Partner Services. While you have access to the Platform, we grant you a personal, non-exclusive, non-transferable and fully revocable licence to use our Platform, as applicable to you. You understand that it does not provide or arrange for Partner Services itself; instead, the Partner and the customers independently arrange these services. The customers are solely responsible for choosing the Partner, the type of Partner Services, and the location where the Partner Services will be performed. Any decision by a customer to receive Partner Services is made at their own discretion and risk.

Goodlii does not have any control or does not determine, advise or in any way involve itself in the offer or acceptance of any commercial/contractual terms between the customer(s) and the Partners. Goodlii may, however, offer support services to the customers and the Partner in respect to Partner Services such as mode of payment, facilitation of payment, customer support and other ancillary services, pursuant to these Terms. The fees/price of the products or Partner Services offered by the Partner are determined by the Partner itself and Goodlii has no role to play in the determination of fees/price in any manner whatsoever.

The Partner understands and acknowledges that Goodlii does not perform background checks on the customers. Each Partner must decide if a customer is suitable for their services and should exercise caution to protect their own safety and property, as well as that of their personnel. You understand that Goodlii does not screen its customers/users, investigate their backgrounds, or attempt to verify the information provided by any customer/user. Goodlii does not confirm the identity or accuracy of any customer’s/user’s representations, including those related to Partner Services. Goodlii is not responsible for the accuracy or reliability of information provided through its Services. However, Goodlii may, at its discretion, check the background and experience of the Partner using third-party background check services and first-party interviews, including identity verification and comprehensive criminal background checks. Goodlii may terminate a Partner based on any information obtained from these checks and interviews, although it is not obligated to conduct them.

NEITHER GOODLII NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES AND YOU HEREBY RELEASE GOODLII AND ITS AFFILIATES OR LICENSORS FROM ANY LIABILITY RELATED THERETO. THE COMPANY AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SERVICES.

Account Creation

By creating an account with Goodlii (“Partner Account”), registering for any of the categories of subscription and paying the applicable subscription fee or otherwise, you are granted the right to use the Goodlii Services, subject to the restrictions mentioned in these Terms and any other restrictions communicated to you in writing. Goodlii’s registration process will require information such as your name and other personal and business details, including licensing and registration information, if applicable. It may also require information about your services, amenities and other details about your business in order to create a Partner profile. When registering for a Partner Account, you agree to provide true, accurate, current, and complete information about yourself as prompted by the registration process and as requested by Goodlii (“Registration Data”). You agree not to knowingly omit or misrepresent any material facts or information from the Registration Data. You consent and authorise Goodlii to verify your Registration Data as needed for your use of and access to the Goodlii Services. Goodlii reserves the right to suspend or terminate the Partner Account of any Partner who provides false, inaccurate, or incomplete information or fails to comply with the account registration requirements.

Once you register for the Goodlii Services, you will receive a unique user identification and password for your Partner Account (“Account ID”). You must use your or your entity’s true and accurate name when signing up for a Partner Account and select an appropriate Account ID. We reserve the right to remove or reclaim any Account ID if Goodlii believes, at its sole discretion, that it is inappropriate, offensive, confusing, or potentially violates the rights of a third party.

You agree to maintain your Partner Account solely for your use and not allow another person to use your Account ID to access or use the Goodlii Services. You are solely responsible for maintaining the confidentiality of your Account ID and for any charges, damages, liabilities, or losses incurred due to your failure to do so. Goodlii is not liable for any harm caused by or related to the theft of your Account ID, your disclosure of your Account ID, or your authorization allowing another person to access or use the Goodlii Services with your Account ID. Additionally, you are solely responsible for all activities under your Partner Account, including any charges incurred therein. You agree to immediately notify Goodlii of any unauthorized use of your Partner Account or any other security breach. In such cases, Goodlii may undertake reasonable remedial actions as it may deem fit. However, you acknowledge that complete privacy of your data and messages transmitted while using the Goodlii Services cannot be guaranteed.

Calendar

The Partner, through the Platform, will be able to create and manage their bookings with the “Calendar” feature, which the Partner shall be able to access once the registration process is completed. The said feature of the Platform shall enable the Partner to add orders/services, names and details of the customer, names and details of the stylist, date, time slots and other relevant details which may be required to assist the Partner in managing their bookings and providing the Partner Services.

The Calendar will also show the status of the bookings made on the Platform which includes the following:

Pending i.e. the Partner Service is pending and is not completed;

Completed i.e. the Partner Service is completed;

No Show i.e. customer did not show up at the service centre for the Partner Service;

Blockage i.e. the duration for which the Partner Services (either as a whole or partly) are non-operational;

Overlap i.e. the duration for which the Partner is willing to manage/overlap multiple bookings at a specific time.

The Partner shall at all times provide accurate and correct information on the Calendar. The Partner shall be solely responsible for all losses, damages, claims, and implications arising out of any information which is mentioned on the Calendar. The Partners acknowledge and understand that Goodlii has no control over a Partner’s Calendar. In case of any complaint arising on account of a Partner not providing correct information on the Calendar, Goodlii shall claim no liability whatsoever and in such a case, the customer may undertake necessary actions/disputes against the Partner directly.

Membership/Voucher(s) offered by Partner

The Partner may provide membership(s)/voucher(s) to the customers through the Platform. The default membership/voucher(s) terms and conditions of Goodlii shall automatically be displayed on the Platform when a customer avails for such feature. The Partner may also add their own terms and conditions in addition to the default terms and conditions of the Platform in the designated space provided by the Platform, which will be displayed to the customers at the time of availing the membership. Goodlii shall have no control over the terms of the membership/voucher offered by a Partner and shall not have any privity of contract, and in case of any dispute arising on account of the same, Goodlii shall claim no liability whatsoever.

Free Trial

The Partner may use the free trial offered by Goodlii at its own discretion. The bill/invoice for the yearly membership fee at the end of the free trial period will be provided to you. We reserve the right to not notify you when your membership period has begun.

Goodlii provides you with the right to cancel your membership at any time. However, Goodlii does not provide any refunds or credits for such early cancellations. Goodlii may change subscription plans from time to time.

Featured Listing and Booking Service

Featured Listings

The Partner may avail the service, for an additional amount, of featured listing i.e. a listing which is pinned/displayed on the top of the Platform in a distinctive manner as compared to the other listings (“Featured Listing”). The Partner desirous of availing the said service may get in touch with the representatives of Goodlii for its specific terms.

Booking and Settlement Period

Goodlii provides Goodlii Services to make it accessible for customers to book appointments online with the Partner and other participating partners. Goodlii’s booking services include a consolidated list of Partner Services and the customers may discover, review and book these Partner Services using the Platform. You can edit/make suitable changes in your profile through your Partner Account, and the modifications/changes will automatically be updated on the Platform.

For Goodlii bookings with online payments, we may collect payments from the customers through online mode either in advance or post completion of the Partner Service.

Goodlii may also set up a UPI QR code generator at the premises of the Partner for the customers who wish to avail post service payment through UPI mode. The Partner shall have the responsibility to make the customer aware about the Goodlii’s UPI QR code set at the premises of the Partner, through which the customer can make the payment to the Platform post Partner Service.

The Partner understands that any sale/purchase of a product(s) which is made available by a Partner at its service centre or otherwise, shall be done directly between the Partner and the customer. Goodlii shall not be privy to the sale/purchase of any product and hence shall not receive any payments with respect to the sale of the product.

We will settle up the payments to the Partner once the booking service is completed, retaining the Service Fees, as defined in clause 6 of these Terms and the balance will be settled up/ transferred to the bank account(s) of the Partner. The Partner agrees that the payment made by customers to Goodlii in respect of the Goodlii bookings, absolve the customer of their payment liability and the Partner shall not seek further payment from the customer in connection with such booking.

For pay-in-cash bookings, Goodlii may raise an invoice upon you for the settlement of our Service Fees. You will be required to settle the invoices for the cash bookings within 30 (thirty) days from the date of invoice. If you have any issues with paying your outstanding balance within the required timeframe, please get in touch as soon as possible.

You must accept all the bookings made on the Platform. In case you are not providing Partner Services for a specified time period, you must activate/engage the feature of “Blockage” as mentioned in clause 3 of the Terms.

Payment Terms, Invoicing & Taxes

Fees/Commission

You agree to pay a pre-determined fees/commission for the Goodlii Services as decided and/or informed to you by Goodlii (“Service Fees). You understand that for any bookings made via online mode in advance or otherwise, through the Platform by the customer, Goodlii shall retain the abovementioned Service Fees and settle up/ transfer the remaining amount to the Partner for the Partner Services. In case of any change in the Service Fee, Goodlii shall inform you.

Avoidance of payments

If we suspect, reasonably, that you are attempting to evade from your payment obligations (for instance, falsely marking a fulfilled booking as a “no show” to avoid Service Fees), we reserve the right to withhold / set-off any due payments.

Changes to payment detail

You are responsible for any refunds, chargebacks, bank charges, or administrative expenses resulting from failure to update us on changes to your payment information. We may deduct these expenses or outstanding fees from any closing balance where feasible.

Fee adjustments

Goodlii may modify Service Fees at its own discretion. Your continued use of the Goodlii Services after this period constitutes acceptance of the revised charges.

Fees paid by customers at service centre

If a customer opts to pay directly to the service centre, we will raise an invoice upon you for the Goodlii Services and the said invoice shall be paid within 30 (thirty) days from the date of such invoice.

Invoicing and Taxes

The Partner will be able to generate invoice through the Platform once the Partner furnishes/enters all the details of the Partner Services and/or products availed by the customer. The customer will be able to pay for the Partner Services as well as for Goodlii Services through the Platform. The Partner understands that Goodlii is merely collecting payment on behalf of such Partner from the customer. All applicable taxes and the rates including GST thereof and the manner of applicability of such taxes on being charged are determined by the Partner under applicable laws of India. Goodlii holds no responsibility for the legal correctness/validity of the levy of such taxes. The responsibility for any legal issue arising on the taxes shall reside with the Partner and the customers solely. The Partner understands that we charge GST on our Service Fees only. The GST which is applicable on the customer for availing Partner Services shall be borne by the customer and it shall be an exclusive agreement between the customer and the Partner and Goodlii is not liable for any GST-related issues between the customer and the Partner.

You are solely responsible for collecting, withholding, reporting, and remitting correct taxes to the appropriate tax authorities. Goodlii is not obligated to, nor will it determine whether taxes apply, or calculate, collect, report, or remit any taxes to any tax authority arising from any transaction. Goodlii specifically disclaims any liability for taxes.

Rankings and Reviews

Rankings

When a potential customer searches for a Partner Service on the Platform, they will see a list of all the Partners in the search results. The ranking depends on various factors including but not limited to, the category of the subscription that you have availed, your location, your availability posted on our Platform, how recently you signed up with us, how many appointments you have cancelled  and any discounts you provide, and how recent your reviews are as well as their amount and quality. This is to help potential customers to find the most appropriate Partner Services for them. You shall not, as a matter of right, claim any preferential treatment from Goodlii with respect to visibility on the Platform.

Sorting Results and Customer Reviews

The potential customers/existing customers can also sort their search results by certain filters available on our Platform. The Platform also allows the customers to post reviews about the Partner Services, which you may access, subject to the category of the subscription you have availed. Goodlii is merely an intermediary and it is not liable to you for any type of loss/damage including but not limited to loss of profit, loss of business, loss of goodwill/reputation that may arise due to customer reviews/feedback on the Partner Service. Goodlii, in its sole discretion, may choose to retain and/or delete customer reviews/feedback from the Platform, without the requirement to provide any notice to you. You shall not, as a matter of right, demand to retain or delete any customer reviews/feedback.

Campaign, Promotional Engagement and Data Collection

The Partner may opt for marketing automation features, in accordance with applicable Data Protection laws in India, to send notifications and direct marketing (including promotional communications) in the form of whatsapp texts, SMS texts, emails or other forms of direct marketing.

While sending promotional communications, the Partner shall at all times confirm and comply with the Meta guidelines and shall refrain from any communication which may deem to be obscene, discriminatory, offensive, derogatory to any individual, sect, race, gender, religion, caste, community or group of persons. The Partner shall solely be responsible for the communication shared to the customers through the Platform. The information provided through these promotional communications shall be true, accurate and in line with the laws of India.

The Partner through the abovementioned promotional communication may share across various offers, discounts, and benefits to the customers, however, while they may share such promotional communications, the Partner also bears the sole responsibility of editing/updating the prices on the Platform in accordance with the offers/discounts/benefits shared to the customers. In case the Partner shares the promotional communication along with the details of the offers, however, fails to update the new offered price of the Partner Service on the Platform and the customer pays the pre-offered amount in advance through the Platform, the Partner acknowledges that they shall solely bear the responsibility to make such refund of the balance amount, if any, at their end and Goodlii shall not be responsible for any refunds whatsoever to the said customer.

The Partner is solely responsible for ensuring that its use of the messaging/communication services complies with applicable Data Protection Laws, including with respect to obtaining and recording any consents which may be required by applicable laws and promptly complying with any opt-out requests.

The Partner understands that the marketing automation feature will vary for each category of subscription opted by the Partner and there will be specific limitation to the number of promotional communications that a Partner may be able to share to the customers.

The Partner understands that we may collect data related to business addresses, contact numbers, and other such information of a Partner available from public sources. We have no control over and make no representation or endorsement regarding the accuracy, relevancy, copyright compliance, legality or completeness of such data collected and advertisement taken place by the use of such data.

We do not screen or investigate third party material before or after including it on our Platform. We reserve the right, in our sole discretion and without any obligation, to make improvements/modifications to, or correct any error or omissions (“updates”) in, any portion of the content accessible on the Platform. We shall not be liable for any delay or inaccuracies related to such updates.

Non-Solicitation

The Partner agrees that it must not apply a surcharge to customers who make bookings through the Platform or Goodlii Services if that surcharge would not be applied to other Partner’s direct customers in the ordinary course of business. The Partner shall ensure that all the pricing mentioned on the Platform are in line with the pricing offered at the service centre by the Partner directly.

The Partner shall not solicit the customers to make bookings or orders otherwise than through the Platform or Goodlii Services. In other words, if a customer expresses an intent or preference to make a booking through the Platform, the Partner shall not encourage the customer to book or order through other means. Illustratively, where a customer makes a booking through the Platform, and the Partner encourages that customer to cancel it and make a separate booking or order directly, the Partner shall be in material breach of these Terms.

It is a condition of these Terms that the Partner will not make any direct or indirect attempt to avoid paying any Service Fees. For instance, by listing Partner Services for free or with incorrectly low prices (including if pricing information is provided elsewhere), or by fraudulently cancelling a booking through the Platform and rebooking it directly). If Goodlii has reasonable grounds to suspect that the Partner has made such an attempt to avoid paying any Service Fees, Goodlii may, without limiting other remedies available to it, withhold and retain any payments due to the Partner under these Terms and take necessary actions, as mentioned in these Terms.

Warranty Disclaimer

Goodlii is only operating an online platform and assumes the role of a facilitator, and is not involved during any interaction between the customer and the Partner. At no time shall Goodlii have any obligations or liabilities in respect of such contract between the customer and the Partner.

All software provided to you as part of Goodlii Services is provided to you on an “as is” and “as available” basis and therefore it must be noted that Goodlii makes no warranties regarding its features, functionality, performance or integrity. We further make no warranties regarding the accuracy of any information or results obtained through the use of our Platform. We do not guarantee that our Platform will be uninterrupted. You agree that Goodlii is not liable for any losses you suffer if interruptions occur. You are responsible for ensuring that your business operations can continue if the Platform temporarily fails. For the avoidance of doubt, in the event of the Services being unavailable, you shall not be entitled to any refund of any Service Fees paid with regards to these Terms or any other terms including subscription terms entered between you and Goodlii.

Goodlii allows the Partner to fill in relevant data on the Platform. Based on this data, Goodlii may provide analytical solutions as a feature of the Platform including commission payable to the stylists, expected revenue, expected footfall etc. However, this feature is solely intended to enhance the internal management of the Partner. Goodlii disclaims all liability for any discrepancies that may arise in the course of providing these solutions. That, any liabilities arising directly/indirectly/consequentially/incidentally due to the usage of such features being provided by Goodlii shall not be borne by Goodlii and the Partner shall be solely responsible for any and all liabilities.

In the event of the Services falling below the expected standards of functionality, performance or integrity, you may inform Goodlii regarding the same at the earliest. Goodlii shall investigate and engage in commercially reasonable endeavors to make any necessary improvements as it deems fit.

To the fullest extent permitted by applicable law, Goodlii neither warrants nor represents that your use of materials displayed on the Platform will not infringe the rights of third parties, neither associated nor affiliated with us. You agree to immediately notify us upon becoming aware of any claim that the Services and/or any other Partner Content infringe upon any copyright, trademark, or other contractual, intellectual, statutory rights.

You acknowledge and agree that Goodlii is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such websites or resources.

You acknowledge that the third-party content, does not reflect our views or that of our parent, affiliate companies, branches, employees, officers, directors, or shareholders.

Partner Content

If you wish to upload any content (such as, information/photographs/promotional campaign) on the Platform (“Partner Content”), before sharing them with Goodlii, you must ensure that:

• you have full copyright and permission to publicly display them indefinitely for any purpose; or
• such Partner Content does not promote violence/hate or contain obscenity or contain any content which is illegal, sexually explicit or likely to be harassing, upsetting, alarming or offensive;
• such Partner Content is not submitted via the use of any automated process such as a script bot;
• such use of Partner Content by us or any other third party does not violate or infringe any rights of yours or any third party; and
• such Partner Content does not violate the Terms or any applicable laws.

The Partner assumes all the risks associated with Partner Content, including anyone’s reliance on its quality, accuracy or reliability or any disclosure by you of information in your Partner Content that makes you personally identifiable.

If Goodlii suspects or it has been alleged by any third party that you have breached these requirements, Goodlii may at its sole discretion immediately remove the relevant Partner Content and take any other actions available.

By submitting Partner Content you irrevocably grant us a perpetual, irrevocable, non-exclusive, royalty free, right to use such Content for any purpose including API partnerships with third parties and in any media existing now or in future. You irrevocably waive and cause to be waived any claims, assertions of moral rights or attribution with respect to such Content made available on our Platform either by you or customer or any third party.

Social Media Management Package

Goodlii may directly or through third party service providers, assist the Partner in providing varied social media management packages aimed to enhance their reach. The packages may include content creation, graphic designing, creation of social media posts/reels, photography/videography services etc. Goodlii disclaims all liabilities regarding the content provided as part of these services. The Partner assumes full responsibility for the final outcome, including any claims with respect to ownership, intellectual property rights, contents’ accuracy, quality, appropriateness and its impact.

Licence To Use

You grant Goodlii a non-exclusive, royalty free, irrevocable and worldwide right and licence (or sublicense if applicable) to:

• use, reproduce, distribute, sublicense, communicate and make available Partner Content on the Platform, our social media pages for any purpose related to these Terms and/or for any other marketing purpose;
• change or remove any Partner Content published on the Platform, for any reason and at Goodlii’s sole discretion; and
• use search engine optimisation services and other services that comprises of your trading name or any brands used in connection with your Partner Services.
• monetize Partner Content through the use of third party websites/portals.. However, Goodlii does not have any right or influence or control over such third party websites/portals and unless otherwise stated expressly is not responsible for or does not endorse any third party websites/portals.

Partner Obligations

General Obligations

• Clearly display your trading identity and address to the customers for all the Partner Services they use, ensuring you possess all necessary licenses, authorizations, permissions, qualifications, and insurances required for Partner Services.
• Ensure all Partner Content—such as information, documentation, equipment, software, photographs, domain names, brand guidelines, trademarks, service details, and pricing—is accurate, lawful, ethical, and not misleading.
• You are entitled to offer discounts on the prices, however, you shall update the same on the Platform to ensure that there are no discrepancies in the payment which is required to be received from the customers.
• Obtain consent from individuals to feature them on the Platform (including for photos), maintain accurate consent records, and provide copies upon reasonable request.
• Enter all the bookings into the Calendar regardless the mode of booking undertaken by the customer.
• Refrain from using third-party software to enable customers to make bookings. Make reasonable efforts to prevent unauthorized access or use of the Platform, promptly notifying Goodlii of any such incidents.
• Be responsible for regularly backing up your data when using the Platform; we are not liable for losses resulting from failure to do so. Despite regular backup, we do not guarantee complete backup of all data entered into the Platform.
• Be responsible for closing any pending appointment.
• Ensure that every appointment made by the customer on the Platform be closed to generate invoice irrespective of payment being made either directly to the Partner or by using payment mechanism of Goodlii.
• When using the Platform, you may not (or allow others acting on your behalf to): (i) remove, obscure, or alter any Goodlii terms of Services or related notices; (ii) introduce viruses, worms, defects, trojan horses, malware, or other destructive items to Goodlii Services; (iii) engage in defamatory, abusive, harassing, stalking, threatening behaviour; (iv) promote unlawful online gambling or disruptive commercial messages; (v) attempt to reverse engineer or extract source code from the Platform or other software, except as expressly allowed by law.
• You shall not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Platform or any content, or in any way reproduce or circumvent the navigational structure or presentation of the Platform or any content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Platform. Goodlii reserves the right to prohibit any such activity.
• You shall not attempt to gain unauthorized access to any portion of the Platform, or any other systems or networks connected to the Platform or to any server, computer, network, or to any of the services offered through the Platform, by hacking, “password mining” or any other illegitimate means.
• You shall not probe, scan or test the vulnerability of the Platform network connected to the Platform nor breach the security or authentication measures on the Platform or any network connected to the Platform. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to Platform, including any account on the Platform not owned by you, to its source or exploit the Platform or any service or information made available by or through the Platform.
• You shall not make any negative or defamatory statements about Goodlii, the Platform, Goodlii Services or the brand names or otherwise engage in any conduct which may tarnish the goodwill or reputation of Goodlii.

Customer Service

You agree to: (a) provide your Partner Services to customers at industry-leading standards and promptly address all service-related inquiries and issues; (b) treat customers fairly, ethically, and responsibly, ensuring Partner Service does not bring disrepute to the service centre industry or Goodlii; (c) respond immediately to each customer complaint received directly from Goodlii; (d) make best efforts to resolve customer complaints promptly, keeping us informed upon request.

Use Restrictions

When using the Services, you must only communicate with customers who have given explicit consent, ensuring all communications comply with the Digital Personal Data Protection Act, 2023, Information Technology Act, 2000 and the rules/regulations/guidelines thereunder.

Your Warranties. You affirm, undertake, and guarantee that

• All Partner Content provided to us or posted on the Platform is substantially accurate, does not violate any third-party rights, and is not defamatory, illegal, offensive, threatening, pornographic, or below general standards of decency.
• You will adhere to all applicable laws and regulations throughout our engagement, including local legislation in your jurisdiction. You warrant that you are not engaged in any business which is or may in the future be prohibited by the laws of India. You will also comply with relevant advertising regulations when marketing, selling, and providing Partner Services, ensuring that any “discount”/”offered” prices reflect genuine reductions from previous higher prices and are only discounted for a limited period.
• The information provided by you while registration of the Platform is correct and accurate.
• You are properly registered with all relevant tax authorities and local authorities (including applicable shops and establishment laws).
• You possess all necessary licenses, consents, authorities, qualifications, and insurance required for your business activities and personnel, especially those related to your services, as determined by our final discretion.
• You independently ensure the accuracy and maintenance of all statutory requirements and information obligations essential for delivering Partner Services.
• You have conducted reasonable inquiries to confirm that neither you nor your agents, directors, or officers have been convicted of any offenses including any offenses involving moral turpitude, slavery, forced labour, or human trafficking laws (Anti-Slavery/Human Rights Laws).
• You have established and will maintain your own policies and procedures to ensure compliance with your obligations under this section and Anti-Slavery/Human Rights Laws for the duration of our engagement.
• You will accurately document your business transactions and will not engage in bribery, influence peddling, corruption, extortion, or embezzlement, whether directly or indirectly. You will implement monitoring and enforcement procedures to uphold compliance with anti-corruption laws as necessary.
• your use of third party services will be governed by the terms of service and privacy policy applicable to the corresponding third party.

Cancellations and Rescheduling

Cancellation

The Partner shall not be able to cancel bookings once made on the Platform by a customer. The Partner shall be responsible to activate/engage the “Blockage” feature on the Platform in case it is not providing Partner Service for a specific time / duration. In case the Partner fails to update the same and a booking is created by the customer, the Partner shall be solely responsible to either reschedule the appointment with the customer on a  mutual basis or refund the amount so paid by the customer.

The Partner agrees and acknowledges that Goodlii is not responsible for the cancellations made by the customers either with or without intimations. The Partner shall not have any right to claim any losses, damages, loss of business, loss of profit in case of cancellations from the customer’s end.

Rescheduling

If a customer wishes to reschedule an appointment, the customer may do so through either the Goodlii Platform, or by contacting the Partner directly. The Goodlii Platform allows the customer to reschedule the Appointment before 30 (thirty) minutes from the start time of the Appointment. However, the Partner may provide specific terms and conditions with respect to the rescheduling of any appointment which may be visible on the Partner page/booking page. In case of any discrepancies, the specific rescheduling terms and conditions of the Partner will prevail.

If in the unlikely event of a Partner being unable to provide the customer its Partner Services on the customer’s appointment time slot, such Partner shall contact the customer with a request to reschedule the appointment. If the customer does not receive any rescheduling request before 30 (thirty) minutes from the start time of the appointment, the Partner shall be liable to refund the fee, so paid by you in advance, and Goodlii shall not be liable in any manner whatsoever for such fee paid by the customer.

Partner Service at Home

The Platform also allows the Partner either directly or through its representatives to opt to provide Partner Services at the location of the customer, if opted by the customer. All the terms and conditions as mentioned in the Partner terms shall apply in an event where the Partner provides its Partner Services at the location of the Customer.

The Partner understands that the Platform is merely a facilitator between the Partner and the customer. The Partner and the customer shall be solely responsible for his/her/their conduct at the location of the customer and Goodlii disclaims all liabilities in this regard.

Customer Data and Privacy Policy

The Partner understands that in order to provide Partner Services to the customer, the Partner will have access to certain personal information of the customers. The Partner agrees and acknowledges that it should comply with the Data Protection Laws of India including but not limited to the Digital Protection of Personal Data Act, 2023.

The Partner’s use of the personal data of the customers is undertaken at the Partner’s sole risk, with Partner being responsible and liable for ensuring that it complies with, as well as its employees, its partners and suppliers fully comply with all applicable Data Protection Legislations and undertake that they shall not divulge the customer’s personal data to third parties with/without consideration.

The Partner will indemnify and hold Goodlii and its affiliates harmless against all losses, claims, costs, damages or proceedings suffered or incurred by Goodlii and/or its affiliates arising out of or in connection with the Partner’s breach of this clause while utilising Goodlii Services.

Our Intellectual Property

Goodlii and/or its licensors shall remain the owner of all intellectual property rights in Goodlii’s brands, trademarks and logos; Goodlii Services; copyright over the said Platform created by Goodlii and provided to the Partners for the limited purpose of use and availing specific services. Except as expressly permitted by or required under these Terms, the Partner shall not use any of Goodlii’s intellectual property rights, including Goodlii’s trademarks, without Goodlii’s prior written consent.

The Partner acknowledges that the ownership of all intellectual property rights in or relating to a customer’s feedback and customers’ personal data on the Platform (including any database rights) shall vest with Goodlii. Goodlii grants the Partner only a non-exclusive license to use such intellectual property rights to operate its business subject to the Partner’s ongoing compliance with the provisions of these Terms.

The Partner shall promptly bring to the attention of Goodlii, any improper or wrongful use of any intellectual property rights of Goodlii which comes to the Partner’s notice. The Partner shall assist Goodlii in taking all steps to defend Goodlii’s intellectual property rights, but not institute legal proceedings on its own accord. The Partner undertakes and agrees that it shall not reverse engineer the Platform and create any identical or similar platform that infringes the intellectual property rights of Goodlii.

Term and Termination

Goodlii reserves the right, at its sole discretion, to suspend / to black-list / to block / to terminate the Partner Account or use of the Goodlii Services if you violate these Terms or for any reason which in the opinion of Goodlii is a valid reason for suspending/black-listing/blocking/terminating the engagement/association with the Partner.

Goodlii may also temporarily suspend your access to the Goodlii Services and your Partner Account,  if: (a) you have breached these Terms, any other agreement with Goodlii, or Goodlii’s policies, (b) you pose a credit or fraud risk that is unacceptable to Goodlii, (c) you provide false, incomplete, inaccurate, or misleading information, or engage in fraudulent or illegal conduct, or (d) you become subject to insolvency, bankruptcy, winding-up or any other similar event (e) attempted to avoid or failed to pay Service Fees/commission on time, (f) failed to accept a booking or encouraged a customer to cancel their booking and make a new booking directly with you, (g) failed to provide your Partner Services in accordance with your obligations under these Terms, (h) falsely advertised your Partner Services, (i) breached your obligations regarding customer reviews, (j) breached your data protection obligations, (k) interacted with customers or our employees (in person or online) in a manner which Goodlii believes to be inappropriate, (l) engaged in any unlawful or immoral conduct or any other conduct that brings Goodlii or its affiliates into public disrepute, or (m) uploaded Partner Content that is inaccurate, offensive, immoral, pornographic or for which you failed to obtain relevant permissions or if any of your Partner Content, trading content, or any other related acts infringe or are alleged by any third party to infringe on third party intellectual property rights, (n) or any other reason determined by Goodlii in its sole discretion in line with these Terms.

Goodlii is not liable to you for any losses that you may incur during the time you are unable to access the Services due to the above. If it is determined that you have committed any of the above, that will be considered a material breach of these Terms.

You have the option to terminate these Terms by deactivating your Partner Account by providing at least 30 (thirty) days written notice to Goodlii. You shall complete all pending transactions/bookings made on the Platform before termination. Goodlii will disburse any amount/funds held in custody for you at the time of closure, minus applicable fees, settlement of payment obligations towards Goodlii.

Effects of Termination

If your Partner Account is suspended/ black-listed / blocked / terminated for any reason, you agree: (a) to remain bound by these Terms (b) to cease using the Services immediately, (c) that any licenses granted to you under these Terms will terminate, (d) that we reserve the right (but are not obligated) to hide or delete all of your information and account data stored on our servers, and (e) that Goodlii is not liable to you or any third party for termination or suspension of access to the Services, or for deletion or hiding of your information or account data. In case of suspension / black-lisiting /blocking / termination, Goodlii reserves the right to promote your business to the customers using information collected during your subscription term, such as a general business description, business address, customer reviews, or photographs, excluding contact information (e.g., phone number, email address). Additionally, you agree that Goodlii may retain and use your information and account data as necessary to comply with investigations and applicable law.

Goodlii is not liable to you for compensation, reimbursement, or damages in connection with your use of the Services or any suspension / black-lisiting /blocking / termination of the Services. Termination of these Terms does not release you from any obligation to pay fees or costs accrued prior to termination, or any other amounts owed to Goodlii as provided in these Terms.

Limitation of Liability

In no event shall Goodlii, its affiliates, its officers, directors, and employees, or its contractors, agents, licensors, partners, or suppliers, be liable to you for any direct, special, indirect, incidental, consequential, punitive, reliance, or exemplary damages (including without limitation, lost-business opportunities, lost revenues, or loss of anticipated profits or any other pecuniary or non-pecuniary loss or damage of any nature whatsoever, including but not limited to any abuse or breach of data).

Further, in no event shall Goodlii, its affiliates, its officers, directors, and employees, or its contractors, agents, licensors, partners, or suppliers be liable for any loss or damage which may be incurred by the Partner as a result of the availability of any third party websites or resources or as a result of any reliance placed by the Partner on the completeness, accuracy, or existence of any advertising, products or other materials on, or available from, such third party web sites or resources. Without limiting the generality of the foregoing, we expressly disclaim any liability for any offensive, defamatory, illegal, invasive, unfair, or infringing content provided by third parties.

Goodlii expressly disclaims any liability for any statements, suggestions, or promises made by the sales representatives, including any statements made regarding estimated profits or any other declarations. The Partners are advised to conduct their own due diligence and not to rely solely on the statements made by sales representatives. In case of any doubt, the Partners are encouraged to contact Goodlii to check the authenticity of the statements, suggestions, or promises made by the sales representatives.

To the maximum extent permitted by law, our liability shall be limited to the amount of Service Fees we receive in respect of a particular booking made on the Platform.

Nothing in these Terms will exclude or limit any warranty implied by law that it would be unlawful to exclude or limit.

Indemnification

You shall indemnify, defend at our option, and hold us, our group companies, subsidiaries, affiliates, and our officers, employees, directors, agents, and representatives, harmless from and against any claim, demand, lawsuits, judicial proceeding, losses, liabilities, damages, and costs (including, without limitation, all damages, liabilities, settlements, and advocate’s fees), due to or arising out of Partner Services, your access to the Goodlii Services, use of the Goodlii Services, violation of these Terms, or any violation of these Terms by any third party who may use your Partner Account.

Waiver

No party shall be deemed, by mere lapse of time (without giving notice or taking other action hereunder), to have waived any breach by the other party of any of the provisions of this Agreement. Further, the waiver by any party of a particular breach of these Terms by the other party shall not be construed as, or constitute, a continuing waiver of such breach, or of other breaches of the same or other provisions of these Terms. If the Partner breaches these conditions and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these conditions.

Force Majeure

Any event beyond the reasonable control of the Parties, and which is unavoidable notwithstanding the reasonable care of the party affected, and shall include but not limited to war, insurrection, riot, civil unrest, sabotage, boycott, embargo, explosion, fire, earthquake, flood, unavoidable accident, pandemic, epidemic, government-enforced lockdowns, act of God, action or inaction of any governmental official or agency (civil or military) and refusal of any licences or permits, if properly applied for. If any party is prevented from or delayed in performing any of its obligations under these Terms by an event of Force Majeure, then it shall notify the other in writing of the occurrence of such event and the circumstances thereof within 15 (fifteen) days after the occurrence of such event. The party who has given such notice shall be excused from the performance or punctual performance of its obligations under these Terms for so long as the relevant event of Force Majeure continues and to the extent that such party’s performance is prevented or delayed. The occurrence of any event of Force Majeure affecting either party shall not give rise to any claim for damages or additional costs and expenses suffered or incurred by reason of Force Majeure.

Jurisdiction

The rights and obligations of the Parties under these Terms shall be governed by and be subject to Indian Law, and the Agreement shall be subject to the exclusive Jurisdiction of the Courts at Ahmedabad, Gujarat.

Entirety

This entire agreement between the Parties shall supersede all prior agreements and understandings, if any, relating to the subject matter of this Agreement.

Alteration or Amendments to the Terms

Goodlii reserves the right to make changes to the policies, and these terms & conditions at any time. You will be subject to the policies and terms in force at the time, unless any change to those policies or these conditions is required to be made by law or government authority. If any of these Terms is deemed invalid, void, or for any reason unenforceable, that condition will be deemed severable and will not affect the validity and enforceability of any remaining condition.

Miscellaneous

Confidentiality

The parties agree to maintain the confidentiality of all proprietary and sensitive information disclosed between them (the “Confidential Information”). Each party shall use the Confidential Information solely for the purpose of fulfilling their obligations under these Terms and shall not disclose it to any third party without the prior written consent of the disclosing party. The obligations of confidentiality shall not apply to information that is already in the public domain or rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation. Upon termination of the agreement, each party shall return or destroy all Confidential Information received from the other party, except to the extent that retention is necessary for legal or regulatory compliance.

Audits

Goodlii may conduct an audit to ensure that the Partner is complying with these Terms, which we will carry out at our own cost, during normal working hours and after providing reasonable notice to you (except in an emergency or where we reasonably suspect you have committed breach of these Terms). You agree to cooperate with us and, if the audit reveals that you have committed breach to your obligations under these Terms, reimburse us for all costs related to the audit.

Grievance Redressal

You may contact our designated Grievance Redressal Team/Officer with any complaints or queries relating to the Services, or these Terms, through registered post or through email, details of which are provided below:

Name: Kahaan Vasa

Designation: Director

Email Address: kahaan.vasa@goodlii.com

Address: 4^th Floor, Pushpak, Nr. Panchvati Cross Roads, CG Road, Ellis bridge, Ahmedabad, Gujarat 380006.

We shall ensure that your complaints is resolved within timelines prescribed by applicable laws.

Severability

If any of these Terms is determined by any court or other competent authority to be unlawful or unenforceable, the other provisions of these Terms will continue to be in effect. If any unlawful or unenforceable provision would be enforceable if a part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the clause, in which case the entirety of the relevant provision will be deemed to be deleted).

Assignment

You shall not license, sell, transfer or assign your rights, obligations or covenants under these Terms, or your Partner Account, in any manner, without our prior written consent. We may grant or withhold this consent at our sole discretion, and subject to any conditions we deem appropriate. We may assign our rights to any of our affiliated, subsidiaries, or parent companies, any successor in interest of any business associated with Services, or any third part, without any prior notice to you.

Notices

All notices, requests, demand and determinates for us under these Terms (Except routine operational communication) shall be sent to helpdesk@goodlii.com.

Third Party Rights

These Terms are intended for the benefit of the parties hereto and their respective successors and assigns, and is not intended to confer upon any other person any rights or remedies hereunder.

Change of Ownership or Management

If there is any change of ownership of your organisation or change of senior management (a) you must immediately inform your new owner or manager of the existence of these Terms (b) you must promptly inform us of this change and provide us a reasonable period to approve of the new owner or manager. We may terminate these Terms at our sole discretion without penalty or refund. We may consider any circumstances or evidence to exercise our discretion (c) unless, otherwise agreed by you, the new owner or manager will have responsibility for all your obligations under these Terms, and (d) in the unlikely event of any disputes between you and your new owner or manager, these will be settled between you and them without our involvement or dispute resolution assistance.

Relationship between the parties

Nothing in these Terms, is intended to, or shall be deemed to create a relationship of partnership, agency, joint venture, joint enterprise, or fiduciary relationship between the parties, and neither party shall have the authority to contract for, or enter into commitments, for, or on behalf of the other party.