Terms of Service
These Terms of Service (“Terms”) constitute a binding and enforceable agreement by and between Ashtan Ventures LLP, an LLP incorporated under the provisions of the Limited Liability Partnership Act, 2008 and having its registered office at Prakash Package Ind. Pvt. Ltd, Prakash Towers, No. 141 Old Mahabalipuram Road, Chennai 600041, (hereinafter referred to as “Spottle”) and you (“Vendor”, “you”). Spottle and Vendor are hereinafter collectively referred to as “Parties” and individually as the “Party”. Spottle’s Marketplace (defined below) is a platform that allows Vendors to list their Venue(s) (defined below) for use by Customers (defined below). The Vendor may charge a fee for use of its Venue(s). For the purposes of these Terms, “Marketplace” means an online platform owned and hosted by Spottle that enables users to publish, offer, search for, and book Venues. The Vendor may offer Venues and other additional ancillary services (jointly “Vendor Services”) to the Customers through the Marketplace. Vendor’s use of the Marketplace shall be subject to (a) these Terms, (b) Spottle’s privacy policy, (c) the onboarding form and (d) the provisions of any other documentation, technical specifications, forms including any schedules and annexures thereto that the Vendor may receive from Spottle. Vendor’s offering of the Venue on the Marketplace and a Customer’s usage of such Venue, constitute each Party’s respective acceptance of these Terms. By listing a Venue on the Marketplace, you agree that you have read and understood the contents of these Terms, and agree to be bound by the same. Spottle reserves the right to update these Terms from time to time. Any such modifications shall be effective immediately from the date of posting on the website, as the case may be. These Terms shall be effective from the date on which you list the relevant Venue on the Marketplace.1. Definitions
1.1. “Applicable Law” means all applicable statutes of any legislative body in India, laws, ordinances, rules, byelaws, regulations, notifications, guidelines, policies, directions, directives, and orders of any Governmental Authority, and shall also include all guidelines, regulations, circulars, directions issued by the Reserve Bank of India (RBI)/National Payments Corporation of India (NPCI)/Securities Exchange Board of India (SEBI)/other relevant regulators.
1.2. “Content” means any feedback, text, photos, audio, video, information and other content provided, shared, or communicated by the Vendor with Spottle.
1.3. “Credentials” means the confidential login and access credentials including username, , password, API keys, etc., used to access and utilise the Service or Marketplace by the Vendor. Such Credentials shall be shared solely with persons authorised by the Vendor.
1.4. “Customer” means a user of the Marketplace who searches for, books and uses the Venue and/or Vendor Services.
1.5. “Force Majeure Event” means any event including but not limited to an act of God, fire, epidemic, pandemic, natural calamity, riots, civil commotion or unrest, terrorism, war, strikes or lockouts, expropriation or other governmental actions, any changes in Applicable Law or regulation beyond the control of any Party which restricts or prohibits the performance of the obligations of such Party.
1.6. “Intellectual Property” means all patents, trademarks, permits, service marks, brands, trade names, trade secrets, proprietary information and knowledge, technology, computer programs, databases, copyrights, licenses, franchises, formulae, designs, and other Confidential Information.
1.7. “Personal Data” means personally identifiable information of the Customer which may include name, bank account details, and phone number as shared for completing a transaction; it also includes the name, email ID, and login credentials of the Vendor which enables the access and use of the Marketplace. Personal Data does not include the activity logs or analytics data of the Vendor’s use of the Marketplace, metadata, and other information in de-identified or anonymised form.
1.8. “Venue” means physical spaces offered by the Vendor and listed on the Marketplace for events, meetings, productions, and other professional or social uses as permitted under Applicable Law and Spottle’s terms and conditions.
1.9. “Fees” means the charges to be paid by the Vendor to Spottle, as maybe discussed and agreed by the Parties in writing.
2. Fees
2.1. The Vendor shall pay the fees and charges specified by Spottle, and agreed between the Parties in writing.
3. Marketplace Usage
3.1. Spottle offers the Vendor a right to use the Marketplace in accordance with the Agreement to share the Venue with a Customer for a relevant charge. The Vendor shall determine the price, availability, and rules for the Vendor Services.
3.2. The Vendor agrees that when acceptance of a booking request, or receiving a booking confirmation through the Marketplace means that the Vendor is entering into a contract directly with the Customer. The Vendor is responsible for providing the Venue and/or delivering the Vendor Services (as applicable) under the terms and at the price specified in the listing on the Marketplace (“Listing”).
3.3. Any terms or conditions that the Vendor includes in any supplement contract with Customers must: (i) be consistent with these Terms, (ii) any information provided in the Listing, (iii) Applicable Laws, (iii) any other instructions provided by Spottle, and (iv) be prominently disclosed in its Listing description.
3.4. The Vendor acknowledges and agrees that:
a. Spottle does not direct or control the Vendor Services and the Vendor understands that it has complete discretion whether and when to provide Vendor Services and the price and terms upon which to offer such Vendor Services.
b. Spottle does not own, control, offer or manage any Listings, Vendor Services, or Venues, subject to Spottle’s limited management of such Listings, Vendor Services, or Venues for functioning and management of the Marketplace.
c. Spottle is not a party to the contracts entered into directly between the Vendor and Customers, nor is Spottle a real estate broker or insurer.
d. Spottle is not acting as an agent in any capacity for any Vendor or Customer.
3.5. The Vendor shall ensure that the Listing includes complete and accurate information about the Venue and Vendor Services, including but not limited to, prices (including any additional charges), and any rules or requirements that apply to usage of the Venue.
3.6. The Vendor is responsible for its own acts and omissions as well as for keeping its Listing information (including calendar availability) and content (like photos) up-to-date and accurate at all times.
3.7. The Vendor is responsible for obtaining appropriate insurance and relevant licenses and approvals (as maybe required under Applicable Law) for the Venue and Vendor Services.
3.8. The Vendor may only maintain one Listing per Venue, but may have multiple Listings for a single Venue if it has multiple event spaces or if a single Venue can be utilised for different purposes.
3.9. In the event that a Venue is listed by the Vendor on any third party channels (including but not limited to, the Vendor’s own website, walk-ins, or other platforms), the price on such third party channels shall be maintained at an equal or higher pricing than that offered by the Vendor on the Marketplace.
3.10. The Vendor is responsible for its own compliance with any Applicable Laws, including any data protection legislations. The Vendor may use the Personal Data strictly for the purposes of these Terms and as authorized by Spottle.
3.11. The Vendor is responsible for the acts and omissions of each entity and individual who participates with the Vendor in providing the Vendor Services for any and all of the Venues listed by such Vendor. The Vendor shall inform such entities and individuals to deliver any Vendor Services as per these Terms. The Vendor is responsible for the acts and omissions of any persons authorised by it to provide the Vendor Services.
3.12. The Vendor shall not request, make or accept a booking or any payment outside of the Marketplace to avoid paying fees, taxes or for any other reason. In the event of the Vendor requesting, making or accepting such payment, Spottle shall have the right to withholding any payments pending to the Vendor and to recover any such amounts from such withheld amounts. Spottle shall further have the right to immediately terminate these Terms and suspend the Vendor’s access to the Marketplace.
3.13. The Vendor shall describe any and all additional fees and charges in the Listing description, and ensure that all mandatory fees and charges applicable to the Vendor Services are included in the price in the Listing. The Vendor shall not collect any fees or charges outside the Spottle Marketplace.
3.14. The Vendor agrees that the terms and conditions of these Terms are further to Spottle’s refund and cancellation policies.
3.15. The Vendor agrees and acknowledges that Spottle is entitled to change its services, including to add or remove features and functionalities or change the types of Listings accepted or allowed on the Marketplace.
4. Intellectual Property
4.1. Neither Party shall use the patents, copyrights, trademarks, (whether registered or not) proprietary and/or licensed software, trade secrets or Confidential Information of the other Party in any manner whatsoever without the prior written consent of the other Party, save as except provided under these Terms. Nothing herein shall constitute an agreement to transfer or license or to grant any Intellectual Property of either Party to the other Party, except as provided under these Terms.
4.2. By providing Content, in whatever form and through whatever means, the Vendor grants Spottle a non-exclusive, worldwide, royalty-free, sub-licensable and transferable license, for the Term of these Terms, to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Content to provide and/or promote the Marketplace, in any media or platform. If Content includes personal information, such Content will only be used for these purposes if such use complies with Applicable Laws.
4.3. Where Spottle pays for the creation of Content or facilitates its creation, Spottle shall own that Content.
4.4. The Vendor is solely responsible for all Content that it provides and warrants that it owns it or is authorized to grant Spottle the rights described in these Terms.
4.5. The Vendor agrees that all Content shall not include, discriminatory, obscene, harassing, deceptive, violent and illegal content.
4.6. Spottle shall retain all ownership and intellectual property rights to the Marketplace.
4.7. The Vendor shall not, and shall not cause or permit others to modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, distribute, republish or download any part of the Marketplace or access or use the Marketplace in order to build or support, and/or assist a third party in building or supporting, products or services competitive to the Marketplace.
4.8. The Vendor acknowledges that Spottle has no general obligation to monitor Content provided by and stored on behalf of the Vendors. Spottle reserves the right to carry out voluntary own-initiative investigations to detect, identify, and remove or disable access to illegal or incompatible Content, and to take any necessary measures in accordance with these Terms. The Vendor agrees to cooperate with and assist Spottle, and to provide Spottle with such information and take such actions as may be reasonably requested by Spottle with respect to any investigation undertaken by Spottle regarding any use or misuse of the Marketplace.
4.9. The Vendor acknowledges that the rights granted herein specifically do not include (a) any ownership rights over the components of the Marketplace, (b) any right to redistribute, relicense, or sublicense its rights to any other party, or (c) the right to grant access to the Services by sharing the files containing such access/API documentation/login and password information to any third parties.
5. Confidentiality
5.1. Confidential Information: The Parties agree that all information obtained, developed, created, or disclosed including all documents, data, sensitive personal information, papers and statements of the Customers, and trade secrets of the other Party relating to its business practices and their competitive position provided to the Parties in connection with the performance of obligations under these Terms shall be considered to be confidential and proprietary information (“Confidential Information”).
5.2. Exclusions: Information shall not be treated as Confidential Information if it (a) is in or enters the public domain, (b) is known to the receiving Party at the time of first receipt, or thereafter becomes known to it prior to such disclosure without similar restrictions from a source other than the disclosing Party, as evidenced by written records, or (c) is disclosed pursuant to any Applicable Law or order of any court or regulatory authority having jurisdiction over the receiving Party.
5.3. The Confidential Information shall be safeguarded and the Parties agree to take all necessary actions to protect it against misuse, loss, destruction, or modification. In the event of a breach or threatened breach by either Party of this provision, monetary damages alone may not be sufficient remedy and the other Party may, without waiving any other rights or remedies, be entitled to injunctive or equitable relief.
5.4. Upon expiration or termination of these Terms, or upon request of the disclosing Party, the receiving Party shall return or delete Confidential Information from its records without retaining any copies thereof and certify such return or deletion to the disclosing Party in writing. Notwithstanding the foregoing, nothing in these Terms shall in any way prohibit or restrict the Receiving Party from retaining any portion of the Confidential Information in compliance with applicable by law or any governmental or regulatory authority or internal record keeping requirements.
5.5. The obligations in respect of Confidential Information shall survive termination of these Terms for a further period of 3 (three) years.
6. Term and Termination
6.1. These Terms shall come into effect on the Effective Date and shall continue to remain in full force until terminated in accordance with these Terms (“Term”).
6.2. Either Party may terminate these Terms without assigning any cause with a notice of not less than 180 (one hundred and eighty) days (“Termination Period”) to the other Party.
6.3. Notwithstanding anything written, contained in these Terms, either Party may, at any time, by notice in writing, forthwith terminate these Terms under any one or more of the following conditions:
a. in the event of breach of any terms of these Terms and on failure to remedy the breach within the period of 30 (thirty) days from the date of receipt of notice notifying it of such default;
b. if these Terms becomes unenforceable by a change in Applicable Laws or interpretation of the provisions of existing Applicable Laws; or
c. if a petition for insolvency or winding up of a Party is admitted in a court or tribunal; or
d. if a Party goes into liquidation as declared by a court or tribunal of competent jurisdiction or a distress, attachment or enforcement of a substantial portion of the assets of a Party is levied, or a receiver is appointed in respect of the assets of a Party; or
e. if a Party has defaulted in the performance of its roles and obligations or has provided any untrue declaration, representation, undertaking or warranty or has breached the same.
6.4. Spottle may suspend or limit the Vendor’s access to or use of the Marketplace if:
a. the Vendor provides Content that is illegal or incompatible with these Terms,
b. the Vendor has repeatedly received poor reviews or Spottle otherwise becomes aware of or has received complaints about its performance or conduct
c. the Vendor has repeatedly cancelled confirmed bookings or failed to respond to booking requests without a valid reason,
d. such action is necessary to protect the interests of Spottle.
6.5. Upon suspension on the grounds listed under clause 6.4, any confirmed booking will be automatically cancelled and Customers will receive a full refund.
6.6. When these Terms has been terminated, the Vendor: (i) is not entitled to a restoration of its account or any of its Content, (ii) shall not register a new account or access or use the Marketplace through another account.
6.7. It is hereby agreed and understood by the Parties that the provisions of this Clause 5 (Term and Termination) shall not limit or restrict or preclude the Parties or from pursuing any legal or other actions, against a Party for any breach or non-compliance of the terms of these Terms.
6.8. All payments pending and due by the Vendor under these Terms shall be immediately payable upon termination of the Agreement. The termination of these Terms shall not affect the payment obligations provided herein.
7. Warranties
7.1. Except as expressly set forth in these Terms, the Marketplace and each portion thereof are provided “AS IS” without warranties of any kind either express or implied for breach of Services. To the fullest extent possible pursuant to Applicable Law, Spottle disclaims all warranties, express or implied, with respect to the Marketplace.
7.2. Spottle does not endorse or warrant the existence, conduct, performance, safety, quality, legality or suitability of any Customer, Vendor, Vendor Service, Listing or third party and Spottle does not warrant that verification, identity or background checks conducted on Customers or Vendors (if any) will identify past misconduct or prevent future misconduct. Spottle may, temporarily and under consideration of the Vendors’ legitimate interests (e.g. by providing prior notice), restrict the availability of the Marketplace or certain features thereof, if this is necessary in view of capacity limits, the security or integrity of its servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Marketplace.
8. Data Protection
8.1. The Vendor agrees and acknowledges that in the course of enabling the Marketplace under these Terms, Spottle may collect, store and otherwise process Personal Data in accordance with the data protection requirements under Spottle’s privacy policy and Applicable Law. The Vendor further agrees that Personal Data pertaining to the Customer may be stored, collected, and otherwise processed by Spottle’s suppliers, and such collection shall be governed by such third-party’s policies.
8.2. Spottle shall have the right to collect, store, and use non-Personal Data from the Vendor’s use of the Marketplace, including aggregated or de-identified data for troubleshooting, quality control, technical improvement, analytics, and new product and service development.
8.3. Each Party shall promptly notify the other Party of any information security breaches or incidents that could impact the performance of either Party’s obligations under these Terms. The Parties shall jointly determine the corrective action required to be taken in connection with such information security breach or incident.
9. Indemnification
To the maximum extent permitted by applicable law, the Vendor agrees to indemnify and hold Spottle (including its directors, agents, employees, representatives etc.,) harmless from and against any claims, liabilities, damages, losses, penalties and expenses, arising out of or in any way connected with: (i) the Vendor’s breach of these Terms (including any supplemental or additional terms that apply to the Vendor’s use of the Marketplace), (ii) Vendor’s improper use of the Marketplace, (iii) Vendor’s interaction with any Customer, including any Customer’s participation in any Host Service, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, participation or use, (iv) the Vendor’s failure to accurately report, collect or remit taxes, (v) Vendor’s breach of any Applicable Law or third party rights such as intellectual property or data protection requirements, and (vi) the Customer’s use of any Venues.
10. Limitation of Liabilities
The Parties acknowledge and agree that to the extent permitted by Applicable Law, either Party shall not be liable under these Terms for lost revenues, loss of goodwill, service interruption, computer damage, or system failure not attributable to it, or the cost of substitute services, or indirect, special, incidental, consequential, exemplary, or punitive damages, losses or expenses under the Agreement. Notwithstanding anything contained anywhere in these Terms, Spottle’s liability will not exceed one month of the Service Fees received by it from the Vendor, calculated from the date on which such claim arises.
11. Governing Law and Dispute Resolution
11.1. These Terms shall be governed and construed in accordance with the laws of India. Subject to Clause 11.2 (Arbitration) the Parties irrevocably submit to the exclusive jurisdiction of the courts in Chennai.
11.2. In the event of any disputes arising between the Parties in connection with these Terms, the Parties shall first attempt to amicably settle them. If the dispute remains unresolved for 30 (thirty) days, it shall be referred to arbitration by a sole arbitrator appointed by mutual agreement. The arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, 1996. The proceedings shall be held in Chennai. The decision of the arbitrator shall be final and binding on the Parties.
12. Notices
12.1. All communications to Spottle and relating to the Agreement shall be in writing and sent to the addresses set out below, or as otherwise communicated from time to time.
| For Spottle | |
|---|---|
| Grievance Officer | Tanvi Doshi |
| Address | Prakash Package Ind. Pvt. Ltd, Prakash Towers, No. 141 Old Mahabalipuram Road, Chennai 600041 |
| tanvi.ashtanventures@gmail.com | |
12.2. All communications to the Vendor and relating to the Agreement shall be in writing and sent to the addresses specified by the Vendor in the onboarding form, or as otherwise communicated from time to time.
13. Miscellaneous
13.1. Relationship: These Terms do not create any partnership, employment, or principal-agent relationship between the Parties.
13.2. Severability: The illegality, invalidity or unenforceability of any of the Clauses in these Terms shall not affect the legality, validity or enforceability of the other provisions hereof.
13.3. Force Majeure: Notwithstanding anything contained in these Terms, the Parties shall not be liable for any failure to perform an obligation under these Terms if performance is prevented or delayed by a Force Majeure Event.
13.4. Assignment: The Parties shall not transfer or assign these Terms, or any right or obligation under it, by operation of law or otherwise, to any other entity without the other Party’s written consent.
13.5. Entire Agreement: These Terms along with the schedules, and the other documents, forms, and policies mentioned herein, hereto contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes any and all agreement previously made between the Parties relating to its subject matter.
13.6. Amendments: Amendments to these Terms can only be made in writing and signed by duly authorized representatives of the Parties.
13.7. Counterparts: These Terms may be executed in two or more counterparts, each in the like form and all of which when taken together shall constitute one and the same document.
13.8. Waiver: All waivers must be in writing and signed by both Parties. A waiver by any Party at an instance shall not be deemed to be a continuing waiver unless expressly stated otherwise.
Schedule 1 (Description of Marketplace)
The Marketplace facilitates short-term bookings of Venues. The Marketplace connects Customers with a Vendor.
The Marketplace allows Vendors to list and manage Venue availability, set hourly rates, establish usage rules, and offer additional services (e.g., equipment rentals or catering). Customers can browse listings by location, purpose, and amenities, and may reserve spaces for specific timeframes, subject to the Vendor’s terms and approval.
All transactions, including booking confirmations, payments, and Service Fees, are processed securely through the Marketplace. Spottle charges a Service Fee to Vendors and Customers and may provide additional services, at a cost, such as insurance coverage, customer support, and optional promotional tools.