Contents
- 0Definitions and Interpretation
- 1Partner Eligibility
- 2Account, Registration and Verification
- 3Acceptable Use
- 4Commercial Terms, Activation Fee and Subscription
- 5Listings, Content and Venue Information
- 6Pricing, Availability and Booking Management
- 7Bookings, Cancellations, Refunds and Security Deposits
- 8Payments, Settlements, Chargebacks and Records
- 9Taxes and Statutory Deductions
- 10Customer Reviews and Ratings
- 11Partner Operational and Legal Obligations
- 12Company and Platform Obligations
- 13Data Protection, Privacy and Customer Information
- 14Communications
- 15Platform Licence and Intellectual Property
- 16Third-Party Services
- 17Term, Suspension and Termination
- 18Force Majeure
- 19Indemnification
- 20Disclaimers and No Guarantee of Business
- 21Limitation of Liability
- 22Modification of Terms
- 23Governing Law and Dispute Resolution
- 24General Provisions
0.Definitions and Interpretation
"Company", "we", "us" or "our" means SYFTE Market Services Private Limited, which owns and operates the digital platform and product branded as venuebook.in.
"Platform" means venuebook.in, including its website, dashboards, applications, APIs, communication tools, payment integrations and related technology services made available by the Company.
"Partner" or "you" means the individual, proprietorship, partnership, company, LLP, trust, association or other lawful entity that registers on the Platform to list, manage or offer Venue Services.
"Customer" means a person who searches for, reserves, books or purchases Venue Services through the Platform.
"Venue Services" means event venues, halls, banquet spaces, convention centres, auditoriums, event lawns, related event facilities, packages, add-ons and other event-venue services lawfully listed by the Partner and permitted by the Platform.
"Active Venue" means a child venue or bookable unit that is enabled and available for listing or booking on the Platform during the relevant billing period.
"Booking Value" means the consideration payable to the Partner for Venue Services and Partner-provided add-ons forming part of a booking, excluding venuebook.in convenience fees, refundable security deposits and such other amounts as the applicable Commercial Schedule may expressly exclude.
"Commercial Schedule" means the subscription price, service fee, payment gateway treatment and other commercial terms displayed in the Partner Dashboard, order form or other written commercial communication accepted by the Partner.
"Business Day" means a day other than a Sunday or public holiday on which commercial banks are generally open for business in the place from which the Company administers the relevant payment or support activity.
References to any law include amendments, re-enactments, rules, regulations, notifications, circulars and successor legislation applicable from time to time.
1.Partner Eligibility
Use of the Platform is limited to persons and entities capable of entering into legally binding contracts under applicable law. Minors, undischarged insolvents and persons otherwise incompetent to contract are not eligible to register as Partners.
Where the Partner is a business entity, it must be duly constituted or registered, where required, and have the authority, licences and approvals necessary to conduct its business and provide the Venue Services listed on the Platform.
If you register on behalf of a business entity, you represent and warrant that you are authorised to accept this Agreement and bind that entity.
By clicking "I Agree", electronically signing, activating a Partner Account, paying the Activation Fee, creating a listing or otherwise using the Partner services, the Partner enters into a legally binding electronic agreement with SYFTE Market Services Private Limited.
2.Account, Registration and Verification
The Partner shall provide accurate, current and complete information requested for registration, verification, payments, taxation, settlements and compliance.
Information may include the Partner's legal name, trade name, registered and communication address, contact information, PAN, GSTIN where applicable, bank account details, authorised representative details, venue details, licences and such identity or business verification documents as may reasonably be required by the Company or applicable law.
Where Aadhaar-based verification is offered, it shall be undertaken only in accordance with applicable Aadhaar law, consent requirements and available alternative verification methods. The Company may accept other legally valid identification where applicable.
The Partner warrants that all information and documents submitted are genuine, accurate, current and complete. The Company may seek clarification, additional documents or re-verification where reasonably required.
The Partner shall promptly update any change to its legal status, GST registration, PAN, bank account, ownership, licences, authorised users, contact information or any other information that may materially affect bookings, taxation or settlements.
The Company may suspend or restrict an account where information is false, misleading, materially incomplete, unverifiable, expired or reasonably suspected to be fraudulent, subject to applicable law.
The Partner is responsible for safeguarding its login credentials, OTPs, authorised-user access and devices used to access the Platform, and must promptly notify the Company of any suspected unauthorised access.
The Company may provide all or part of the Platform through third-party technology, payment, communication, hosting, analytics, identity-verification or other service providers.
3.Acceptable Use
The Partner shall use the Platform only for lawful business purposes connected with the listing, management and fulfilment of Venue Services.
The Partner may list only categories and services permitted by the Platform from time to time and for which the Partner has all required rights, permissions, licences and operational capability.
The Partner shall not use the Platform to commit fraud, mislead Customers, infringe intellectual property or privacy rights, distribute unlawful or harmful content, upload malicious code, interfere with security controls, scrape or reverse engineer the Platform except where permitted by law, or disrupt Platform performance.
The Partner shall not create false bookings, manipulate reviews or ratings, impersonate another person or business, misuse Customer information, or provide false or misleading booking, pricing, tax or availability information.
The Partner shall not solicit or require a Customer introduced through the Platform to move a Platform-originated booking off-platform for the purpose of avoiding fees, payment processing, booking records or other obligations applicable to that booking.
The Company may monitor Platform usage, investigate suspected violations and take proportionate action including warnings, listing restrictions, settlement holds, suspension or termination, and may report unlawful conduct where required or permitted by law.
4.Commercial Terms, Activation Fee and Subscription
The commercial charges applicable to the Partner are set out below and/or in the applicable Commercial Schedule. Unless expressly stated otherwise, amounts are exclusive of applicable GST.
First-Month Activation: Upon successful registration and activation of the Partner Account, the Partner shall be charged a one-time Activation Fee of ₹1 for the first one-month period commencing from the date of activation ("Activation Period"). No regular subscription fee shall be charged for the Activation Period.
The Activation Fee applies once per Partner Account unless the Commercial Schedule expressly states otherwise. The Activation Fee is non-refundable after successful account activation, except where required by applicable law or where activation cannot be completed solely due to an error attributable to the Company.
From the day immediately following expiry of the Activation Period, the Partner shall move to the regular paid subscription. The recurring subscription amount shall be calculated in accordance with the number of Active Venues and the pricing displayed in the Partner Dashboard or applicable Commercial Schedule.
Before a recurring payment mandate is authorised, the Platform or payment service provider shall display the applicable recurring amount or pricing basis, billing frequency and next billing date. Acceptance of these Terms does not by itself constitute a banking, card or UPI payment mandate.
Recurring subscription payments shall be processed only where the Partner has separately authorised a valid recurring payment mandate through the applicable payment gateway, bank, card network, UPI facility or other authorised payment method.
If an automatic recurring payment fails, the Partner shall pay the outstanding subscription amount within thirty (30) calendar days from the due date. The Company may restrict or suspend affected listings or account functionality for continued non-payment after reasonable notice.
Subscription billing is based on the Active Venues recorded in the Platform for the relevant billing period, subject to any specific enable/disable rules displayed in the Partner Dashboard.
The Company may revise subscription pricing or the commercial model by giving reasonable prior notice. Continued use after the effective date of the revised commercial terms constitutes acceptance, unless the Partner terminates in accordance with this Agreement before the revised terms take effect.
Subscription and Service Fee Schedule. The charges applicable to venue Partners are set out below, subject to Clause 4.1 and the applicable Commercial Schedule.
- Activation Fee: ₹1 for the first one-month Activation Period, charged once per Partner Account as described in Clauses 4.1.1 and 4.1.2.
- Regular recurring subscription: calculated by multiplying the number of Active Venues by the applicable subscription price per Active Venue, as disclosed in the Partner Dashboard or agreed Commercial Schedule. The exact recurring amount, billing frequency and next billing date will be shown before the Partner authorises a payment mandate.
- Service fee for a Booking Value up to ₹49,999: 3.50%.
- Service fee for a Booking Value from ₹50,000 to ₹99,999: 3.00%.
- Service fee for a Booking Value of ₹1,00,000 and above: 2.50%.
- Payment gateway charges are borne by the Partner, subject to the exception stated in Clause 4.3.
All transaction-processing charges, banking charges and payment gateway fees attributable to online bookings shall be borne by the Partner unless the applicable Commercial Schedule expressly provides otherwise. Such charges may be deducted from settlement amounts.
The Company will issue its own tax invoice, where applicable, to the Partner for subscription fees, service fees and other Company charges. Invoices and billing history may be made available electronically through the Partner Dashboard and/or email.
Where legally permissible and technically enabled, the Company may generate invoices, receipts, booking confirmations or other transaction documents on behalf of the Partner based on information supplied by the Partner. Such document generation does not transfer the Partner's statutory tax obligations to the Company except where applicable law expressly places the relevant tax liability on an electronic commerce operator.
The Partner remains responsible for the accuracy of Partner-supplied invoice and tax data, including legal name, GSTIN, place of supply, tax status, service description, rate, consideration and any information required for invoicing. The Partner must promptly notify the Company of changes.
5.Listings, Content and Venue Information
The Partner is responsible for all listing content, including venue descriptions, photographs, videos, capacity, timings, amenities, add-ons, packages, rules, inclusions, exclusions, pricing, cancellation terms and availability.
Listing information must be accurate, current, not misleading and must fairly represent the actual Venue Services offered to Customers.
The Partner shall ensure it owns or has sufficient rights and permissions to use all photographs, videos, logos, trademarks, descriptions and other content uploaded to the Platform.
If there is a material discrepancy between a confirmed listing and the actual Venue Services provided, the Partner shall cooperate in providing the Customer with the remedy required under the booking terms and applicable law, which may include refund, replacement, rescheduling or other appropriate resolution.
The Company may remove, correct, categorise, moderate or temporarily hide content that is unlawful, materially inaccurate, misleading, duplicated, technically incompatible or inconsistent with Platform policies, after considering the circumstances and applicable law.
6.Pricing, Availability and Booking Management
The Partner is solely responsible for determining the price of its Venue Services, subject to applicable law and any promotional campaign separately agreed with the Company.
The Partner shall keep all pricing, capacity, taxes, packages, add-ons, minimum booking conditions, date and time availability and booking restrictions accurate and updated at all times.
The Partner shall not artificially inflate prices, engage in unlawful price gouging or display a price on the Platform that it does not intend to honour for a confirmed booking.
The Partner shall promptly block unavailable dates and time slots. The Partner is responsible for cancellations, refunds, disputes or other losses arising from double-booking or inaccurate availability attributable to the Partner.
The Partner may add, modify or withdraw add-ons and packages, but shall honour all add-ons, packages and inclusions forming part of a booking confirmed before such modification or withdrawal, unless the Customer agrees otherwise.
Where the Platform provides an offline-booking management feature, the Partner remains responsible for accurately recording offline bookings that affect Platform availability and for complying with any separately stated terms applicable to that feature.
7.Bookings, Cancellations, Refunds and Security Deposits
A booking becomes confirmed when the Platform records the booking as confirmed in accordance with the applicable payment and reservation flow.
The Partner shall honour all confirmed bookings in accordance with the listing, booking confirmation, agreed package, date, time, price, capacity and other confirmed terms.
If the Partner cancels a confirmed booking due to maintenance, double-booking, operational failure or another reason attributable to the Partner, the Customer shall be entitled to a 100% refund of amounts paid for the affected booking, subject to applicable law. The Company may recover from the Partner any amount that the Company or payment provider is required to refund because of such Partner cancellation.
Customer cancellations shall be governed by the cancellation policy disclosed to the Customer at the time of booking, together with applicable law. The Partner shall not retrospectively impose a less favourable cancellation term after confirmation.
Where a security deposit is collected through the Platform, it may be processed or held through the Company's authorised payment service provider until release, refund or permitted adjustment in accordance with the booking terms.
Any claim by the Partner against a security deposit must be submitted within the claim period displayed in the booking flow or Partner Dashboard and must include reasonable supporting evidence of the alleged damage, loss or contractual charge.
If no valid security-deposit claim is submitted within the applicable claim period, the Company may instruct the payment service provider to release or refund the deposit to the Customer. Where a claim is disputed, the Company may temporarily hold release while the parties provide supporting information, without assuming the role of a court or arbitrator.
Refunds, reversals and adjustments may take the time required by banks, card networks, UPI systems and payment gateways. The Company is not responsible for external processing delays outside its reasonable control.
8.Payments, Settlements, Chargebacks and Records
For bookings paid through the Platform, payment collection and settlement may be facilitated through one or more authorised payment service providers.
Subject to successful receipt of cleared funds, completion of required verification, fraud checks, applicable tax deductions, payment gateway rules and any lawful hold, the Company will ordinarily initiate the Partner settlement on the twenty-ninth (29th) day before the scheduled event date.
Where a booking is made or becomes fully payable within twenty-nine (29) days of the event date, settlement shall be initiated according to the settlement cycle shown in the Partner Dashboard or as soon as reasonably practicable after the relevant payment and verification conditions are satisfied.
Settlement amounts may be reduced by applicable subscription dues, service fees, payment gateway charges, taxes required to be deducted or collected, refunds, reversals, chargebacks, penalties lawfully attributable to the Partner, or other amounts validly due under this Agreement.
If any refund, reversal, chargeback, tax adjustment, payment gateway claim or other recoverable amount arises after settlement has already been made, the Partner authorises the Company to set off that amount against future settlements or other amounts payable to the Partner. If future amounts are insufficient, the Partner shall pay the outstanding amount within the period notified by the Company.
The Partner shall notify the Company of any apparent settlement discrepancy within seven (7) Business Days after the relevant settlement statement or dashboard record becomes available.
If no discrepancy is reported within that period, the settlement statement shall be treated as accepted for ordinary reconciliation purposes, subject to manifest error, fraud, statutory rights and subsequently identified payment-gateway or tax adjustments.
The Platform's transaction logs, booking records, payment reports and settlement records shall constitute prima facie evidence of transactions processed through the Platform, subject to correction of demonstrated errors.
The Company may place a reasonable settlement hold where required for suspected fraud, chargeback exposure, legal or regulatory compliance, unresolved Customer complaints, identity or bank verification, payment-provider requirements or a material breach by the Partner.
9.Taxes and Statutory Deductions
Each party is responsible for its own tax registrations, returns, records and tax liabilities except to the extent applicable law expressly requires the other party to deduct, collect, deposit, report or discharge a particular tax.
The Partner is responsible for determining and reporting GST applicable to the Venue Services supplied by the Partner, except where applicable GST law expressly makes the electronic commerce operator liable to pay GST for a notified category of supply.
The Partner shall provide and maintain a valid GSTIN where registration is required and shall promptly notify the Company of any registration, cancellation, suspension, composition status or other material GST-status change.
The Company shall deduct or withhold tax at source from amounts payable to the Partner to the extent required under the Income-tax Act, 2025 and other applicable tax law in force from time to time. The applicable rate, taxable base and reporting requirements shall be determined according to the law prevailing at the relevant time.
Where required under GST law, the Company shall collect tax at source on the applicable net value of taxable supplies made through the Platform, file the prescribed statements or returns and make the corresponding information available to the Partner in accordance with applicable law.
The Partner shall provide PAN, GSTIN and other information reasonably required for correct deduction, collection, reporting and tax credit. Consequences arising from incorrect or outdated Partner information may be borne by the Partner to the extent permitted by law.
The Company may issue or make available tax certificates, settlement statements, invoices and tax reports electronically through the Partner Dashboard, email or other permitted electronic means.
10.Customer Reviews and Ratings
Customers may be invited to submit reviews and ratings relating to Venue Services, and such reviews and ratings may be displayed publicly on the Platform.
The Partner shall not create, purchase, manipulate, suppress or improperly influence reviews or ratings, including by reviewing its own Venue Services or those of competitors.
The Partner may report a review it reasonably believes to be fraudulent, abusive, defamatory, unrelated to the booking, unlawful or otherwise in violation of Platform policy. The Company may review and moderate reported content in accordance with applicable law and policy.
Repeated substantiated service failures, fraudulent review activity or materially poor Customer experience may result in corrective action, listing restrictions, suspension or termination after an appropriate review of the circumstances.
11.Partner Operational and Legal Obligations
The Partner shall comply with all laws, licences, permissions, building and occupancy requirements, fire and safety standards and local authority requirements applicable to the Venue Services.
Where applicable to the relevant service, the Partner is responsible for food-safety registrations, liquor permissions, music or performance licences, local event permissions, employment compliance, public-safety requirements and other operational approvals.
The Partner shall provide Venue Services with reasonable skill, care, safety and professionalism and shall ensure that employees, representatives, agents and authorised users acting on its behalf comply with this Agreement.
The Partner shall maintain appropriate insurance customarily required for its business and Venue Services where required by law or reasonably appropriate to the risks of its operations.
The Partner shall cooperate with the Company in relation to legitimate Customer support matters, tax and payment reconciliation, safety incidents, legal notices, chargebacks, regulatory enquiries and technical issues connected with bookings.
The Partner shall provide and maintain such seller or service-provider disclosures, contact information and grievance-related information as may be required under applicable consumer and e-commerce law.
12.Company and Platform Obligations
The Company will use commercially reasonable measures to operate and secure the Platform and to reduce unauthorised access to Partner data.
The Company will provide reasonable technical and operational support concerning use of the Platform.
The Company may provide booking, billing, settlement and performance information through the Partner Dashboard and related reports.
The Company may provide basic Customer support concerning Platform navigation, booking flows, payment status and other non-Partner-specific issues, without assuming responsibility for the Partner's performance of Venue Services.
The Company may modify Platform features and functionality. Where a material functionality used by the Partner is to be discontinued and advance notice is reasonably possible, the Company will use reasonable efforts to provide prior notice.
13.Data Protection, Privacy and Customer Information
The Company's collection and processing of personal data is governed by its Privacy Policy and applicable data protection law, including the Digital Personal Data Protection Act, 2023 and rules brought into force from time to time.
The Partner shall process Customer personal data received through the Platform only for legitimate purposes connected with the relevant booking, customer service, legal compliance and other purposes permitted by applicable law.
The Partner shall not sell Customer personal data or use it for unrelated marketing without a lawful basis and any consent required by applicable law.
The Partner shall implement reasonable technical and organisational safeguards appropriate to the nature of Customer and account information it receives and shall restrict access to persons who need such information for legitimate business purposes.
The Partner shall promptly notify the Company of any actual or reasonably suspected unauthorised access, disclosure, loss, misuse or security incident involving Customer or Platform data where the incident may affect the Company, Platform or Customers.
The Partner shall retain Customer personal data only for as long as reasonably necessary for the booking, statutory record-keeping, dispute resolution or another lawful purpose, and shall securely delete or anonymise data when it is no longer required.
14.Communications
The Partner agrees to receive operational and transactional communications necessary for account administration and bookings, including OTPs, security alerts, booking updates, invoices, settlement notices, tax information, event reminders, legal notices and service announcements.
Marketing or promotional communications will be sent only in accordance with applicable law and the Partner's available consent, preference or opt-out rights.
Notices under this Agreement may be delivered by email, Partner Dashboard notification, registered account contact details or another electronic method reasonably capable of creating a record.
Each party shall promptly update the other party regarding changes to contact details relevant to contractual notices.
15.Platform Licence and Intellectual Property
Subject to this Agreement, the Company grants the Partner a limited, revocable, non-exclusive, non-transferable and non-sublicensable right to access and use the Partner-facing Platform solely for the Partner's legitimate business use.
The Platform, software, branding, designs, databases, documentation and other Company-owned materials are owned by or licensed to SYFTE Market Services Private Limited and are protected by applicable intellectual-property law.
The Partner retains ownership of content it lawfully owns and uploads to the Platform.
The Partner grants the Company a worldwide, non-exclusive, royalty-free licence during the term and for a reasonable archival period thereafter to host, reproduce, resize, format, display, distribute and use Partner content as reasonably necessary to operate, market and promote the Partner's listings and the Platform.
The Partner grants the Company permission to use the Partner's business name, venue name, logo and listing images to identify and promote the Partner and its Venue Services on the Platform and in Platform marketing, subject to any written restrictions agreed by the Company.
16.Third-Party Services
The Platform may rely on third-party payment gateways, banks, cloud providers, messaging providers, map services, identity-verification services, analytics providers and other third-party services.
Third-party services may be governed by separate terms, service levels and policies of the relevant provider. The Company is not responsible for outages, delays or failures caused solely by a third party outside the Company's reasonable control, although the Company will use reasonable efforts to assist with issues affecting Platform transactions.
17.Term, Suspension and Termination
This Agreement begins when the Partner accepts it or activates the Partner Account and continues until terminated in accordance with this Section.
The Partner may request cancellation through the billing or account tools made available on the Platform or by emailing info@venuebook.in.
The Company may terminate the Partner Account without cause by giving at least fifteen (15) calendar days' notice, subject to completion or orderly handling of existing bookings and statutory obligations.
The Company may immediately suspend or restrict access where reasonably necessary to address suspected fraud, unlawful conduct, serious safety concerns, data-security risk, non-payment, payment-provider requirements, government or court directions, or a material breach that requires immediate action.
Where a material breach is capable of remedy and immediate suspension is not reasonably necessary, the non-breaching party may provide written notice and allow up to fifteen (15) calendar days to cure the breach before termination.
A Partner-requested account closure may be placed on hold for seven (7) calendar days, or longer where reasonably necessary to complete pending bookings, settlements, refunds, chargebacks, tax reporting or legal obligations.
During an account-closure hold period, the Partner may retain limited access to reports and records required for reconciliation, subject to security and legal restrictions.
Termination, suspension or cancellation of the Partner Account does not automatically cancel a confirmed booking entered into before the effective date of termination. Unless the Company expressly agrees otherwise, the Partner shall continue to honour such confirmed bookings.
Clauses relating to existing bookings, outstanding payments, refunds, settlements, chargebacks, taxes, confidentiality, data protection, intellectual property, indemnity, liability, dispute resolution and any provision intended by its nature to survive shall continue after termination.
After termination, the Company may retain transaction, tax, KYC, payment, communication and other records for the period required by applicable law, legitimate dispute-resolution needs, fraud prevention and audit requirements.
Where technically available and legally permissible, the Company will provide a reasonable period for the Partner to download available account reports following termination, except where access is restricted due to law, security, fraud or a competent authority's direction.
18.Force Majeure
Neither the Company nor the Partner shall be liable for failure or delay in performing an obligation to the extent caused by an event beyond that party's reasonable control, including natural disasters, fire, flood, epidemic, pandemic, war, terrorism, civil disturbance, strike, widespread utility or telecommunications failure, governmental restriction, lockdown or other comparable event.
The affected party shall use reasonable efforts to mitigate the impact and resume performance as soon as reasonably practicable.
Where a force majeure event affects a confirmed Customer booking, the Company and Partner shall reasonably cooperate regarding rescheduling, credit, refund or other resolution in accordance with the applicable booking policy, Partner policy and mandatory law.
If a force majeure event materially prevents performance of this Agreement for more than thirty (30) consecutive calendar days, either party may terminate the affected ongoing contractual relationship by written notice, without prejudice to accrued rights and existing Customer obligations.
19.Indemnification
The Partner shall indemnify and hold harmless the Company, its directors, officers, employees and affiliates from third-party claims, losses, damages, penalties and reasonable legal costs arising from the Partner's Venue Services, breach of this Agreement, violation of law, negligence or wilful misconduct, infringement by Partner content, unsafe premises, inaccurate listing information, tax non-compliance attributable to the Partner, or misuse of Customer data.
The Company shall defend the Partner against a third-party claim alleging that the Partner's authorised use of Company-owned Platform technology infringes that third party's valid intellectual-property rights, provided the Partner promptly notifies the Company, allows the Company to control the defence and reasonably cooperates.
An indemnifying party shall not settle a claim in a manner that admits liability on behalf of the indemnified party or imposes a non-monetary obligation on it without the indemnified party's prior written consent, not to be unreasonably withheld.
20.Disclaimers and No Guarantee of Business
The Platform is provided on an "as available" basis. The Company does not warrant uninterrupted, error-free or completely secure operation, although it will use commercially reasonable efforts to maintain the Platform.
The Company does not guarantee any minimum number of enquiries, bookings, revenue, ranking position, conversion rate or commercial outcome to the Partner.
The Partner is the supplier of its Venue Services and remains responsible for their quality, legality, availability, safety and fulfilment. The Company does not acquire ownership of the Venue Services merely by listing or facilitating a booking.
Except where the Company expressly assumes an obligation in this Agreement or applicable law provides otherwise, the Company is not responsible for a Partner's non-performance, misrepresentation, service deficiency or breach of its agreement with a Customer.
21.Limitation of Liability
To the maximum extent permitted by law, neither party shall be liable to the other for indirect, incidental, special, exemplary, punitive or consequential loss, or for loss of profit, revenue, goodwill or anticipated savings, arising out of this Agreement, except to the extent such amounts form part of a third-party claim covered by an indemnity.
Subject to Clause 21.3, the Company's aggregate liability to the Partner arising out of or relating to this Agreement shall not exceed the total subscription and service fees actually paid or payable by the Partner to the Company during the twelve (12) months immediately preceding the event giving rise to the claim.
Nothing in this Agreement limits or excludes liability to the extent such liability cannot lawfully be limited or excluded, including liability arising from fraud or wilful misconduct.
22.Modification of Terms
The Company may amend this Agreement from time to time. Where an amendment materially affects the Partner's rights, obligations or commercial terms, the Company will provide reasonable advance notice by email, Partner Dashboard notification or another recorded electronic method.
Changes required urgently by law, regulation, court or government direction, fraud prevention, cybersecurity, payment-provider requirements or safety concerns may take effect earlier where reasonably necessary.
If the Partner does not agree to a material amendment, it may terminate this Agreement before the amendment takes effect, subject to honouring existing confirmed bookings and settling outstanding obligations.
Continued use of the Partner services after the effective date of an amendment constitutes acceptance of the amended Agreement.
23.Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of India.
Before commencing formal proceedings, the parties shall attempt in good faith to resolve a dispute through written negotiations for at least thirty (30) calendar days after one party gives the other written notice describing the dispute.
Any dispute not resolved through negotiation shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, as amended. The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties.
The seat and venue of arbitration shall be [Arbitration city to be inserted], India, and the arbitration shall be conducted in English.
Subject to the arbitration provisions above, courts having jurisdiction over [Jurisdiction city to be inserted], India shall have exclusive jurisdiction for matters that may lawfully be brought before a court.
Nothing in this Section prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction where such relief is legally available.
24.General Provisions
Entire Agreement: This Agreement, together with the applicable Commercial Schedule, Privacy Policy, booking policies and any other policy expressly incorporated by reference, constitutes the agreement between the Company and Partner regarding the Partner's use of the Platform.
Order of Precedence: If there is a conflict, a specifically agreed written Commercial Schedule shall prevail for commercial matters, followed by these Partner Terms, unless applicable law requires otherwise.
Independent Parties: Nothing in this Agreement creates a partnership, employment relationship, franchise, fiduciary relationship or joint venture between the Company and Partner. The Partner is an independent supplier of Venue Services.
Assignment: The Partner may not assign this Agreement without the Company's prior written consent. The Company may assign the Agreement to an affiliate or successor in connection with a merger, restructuring, acquisition or transfer of the Platform business, subject to applicable law.
Severability: If a provision is held invalid or unenforceable, the remaining provisions remain effective and the invalid provision shall be interpreted or replaced to the minimum extent necessary to reflect its lawful commercial purpose.
No Waiver: Failure to enforce a provision does not waive the right to enforce it later. A waiver must be express and in writing.
Electronic Records: The parties agree that electronic acceptance, electronic notices, dashboard records, invoices, email communications and electronic signatures may be used as valid records to the extent permitted by law.
Language: The governing version of this Agreement is the English version. Any translation is provided for convenience unless expressly agreed otherwise.
Headings are for convenience only and do not affect interpretation.
Questions about these terms?
Write to us at info@venuebook.in and our team will get back to you.