Service Provider Agreement

1.1 Definitions

In this Agreement, unless the context otherwise requires:

“Affiliate” means in relation to any Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party.

“Applicable Law” means all statutes, rules, regulations, notifications, circulars, guidelines, judgments and orders of any governmental, statutory, regulatory or judicial authority having jurisdiction, in force from time to time, including codes of conduct or ethical rules of any professional body to which the Service Provider is subject.

“Bizzibo IP” means all Intellectual Property Rights owned by or licensed to Bizzibo, including the Bizzibo trade marks, logos, the Platform software, APIs, designs, processes and look-and-feel.

“Code on Social Security” means the Code on Social Security, 2020, together with the rules, regulations and notifications issued thereunder.

“Confidential Information” means as defined in Clause 12.1.

“Customer” means any user of the Platform who views, contacts, or engages a Service Provider through the Platform.

“Customer Data” means all personal and non-personal data relating to Customers that is collected, generated or processed through the Platform.

“DPDP Act” means the Digital Personal Data Protection Act, 2023, together with the rules, regulations and notifications issued thereunder.

“Effective Date” means the date on which the Service Provider first accepts this Agreement under Clause 2.

“Force Majeure Event” means as defined in Clause 21.1.

“Grievance Officer” means the officer designated by Bizzibo under the Intermediary Rules and the Consumer Protection (E-Commerce) Rules, 2020, as notified on the Platform from time to time.

“GST” means the goods and services tax under the Central, State and Integrated Goods and Services Tax legislation.

“Intellectual Property Rights” means all intellectual property rights of any nature, whether registered or unregistered, including patents, trade marks, service marks, trade names, copyrights, design rights, database rights, rights in confidential information, know-how, trade secrets, domain names, and applications and rights to apply for any of the foregoing.

“Intermediary Rules” means the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, as amended.

“IT Act” means the Information Technology Act, 2000, together with the rules, regulations and notifications issued thereunder.

“Lead” means an enquiry, request for information, contact, message, call, booking request, appointment request or other communication initiated by a Customer to the Service Provider through or on the basis of the Platform.

“Listing” means the profile, description, images, videos, service categories, pricing information, service area and other content uploaded by the Service Provider on the Platform.

“Personal Data” means as defined under the DPDP Act.

“Platform Policies” means all operational policies, guidelines, codes, standards and procedures issued by Bizzibo from time to time, including the Terms of Use, the Privacy Policy, the Service Provider Code of Conduct (Schedule D) and any community guidelines.

“PoSH Act” means the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

“Schedules” means the schedules to this Agreement, each forming an integral part hereof.

“Service Provider Content” means all content uploaded, submitted or transmitted by the Service Provider on or through the Platform, including the Listing, profile information, images, videos, service descriptions, pricing information and trade marks.

“Services” means the services described by the Service Provider in its Listing, falling within the eligible categories notified by Bizzibo from time to time.

“Subscription” means a paid plan availed by the Service Provider giving access to listing, lead-generation and ancillary features of the Platform on the terms set out in Schedule A.

“Subscription Fees” means the fees payable by the Service Provider for the Subscription as set out in Schedule A.

“Term” means the term of this Agreement as set out in Clause 19.1.

“User-Generated Content” means content (including reviews, ratings, photographs and feedback) submitted by Customers or other users of the Platform.

1.2 Interpretation

Headings are for convenience only; the singular includes the plural; references to statutes include amendments and re-enactments and rules thereunder; “including” means “including without limitation”; “writing” includes electronic communications; references to time are to Indian Standard Time; references to currency are to Indian Rupees; and Schedules form an integral part of this Agreement.

1.3 Order of Precedence

In the event of conflict: (a) category-specific Schedules (F1 to F3) shall prevail in respect of category-specific matters; (b) the body of this Agreement shall prevail over the other Schedules in respect of substantive rights and obligations; and (c) the Platform Policies shall prevail in respect of general platform governance not addressed in this Agreement.

2.1 Acceptance

This Agreement constitutes a legally binding electronic contract under the IT Act and the Indian Contract Act, 1872. The Service Provider accepts this Agreement by clicking the “I Agree” button at registration, by paying Subscription Fees, by uploading or maintaining a Listing, or by otherwise availing of any feature of the Platform after notice of this Agreement. Each such act constitutes irrevocable acceptance of this Agreement, the Schedules, the Platform Policies and any amendments effected under Clause 22.

2.2 Audit Trail

Bizzibo shall maintain an electronic record of the version accepted by the Service Provider, the date and time of acceptance, the IP address from which acceptance was effected, and the identification details of the accepting individual. Such record shall constitute admissible evidence under the Indian Evidence Act, 1872 and the IT Act.

2.3 Capacity

The Service Provider represents and warrants that: (a) where a natural person, the Service Provider is of the age of majority and of sound mind, competent to contract; (b) where a juristic entity, it is duly constituted, validly existing, and the individual accepting this Agreement is duly authorised to bind the entity; (c) the execution and performance of this Agreement does not violate any other agreement, instrument, judgment, professional rule or law to which the Service Provider is subject; and (d) the Service Provider has obtained, and shall maintain throughout the Term, all licences, registrations and approvals required to provide the Services and to maintain a Listing.

3.1 Lead-Generation and Directory Service

Bizzibo provides the Platform solely as a directory, discovery and lead-generation service. Bizzibo’s sole role is to enable Customers to discover and contact Service Providers and to provide ancillary listing, profile, communication and analytics features in exchange for the Subscription Fees. Bizzibo is an intermediary within the meaning of the IT Act.

3.2 Independent Contractor

The Service Provider is and shall at all times remain an independent contractor or independent business. Nothing in this Agreement shall create or be deemed to create any employment, agency, partnership, joint venture, master-servant, principal-agent or fiduciary relationship between the Parties. The Service Provider:

(a) determines, in its sole discretion, whether to accept or decline any Lead;

(b) sets, in its sole discretion, the price, scope, schedule, location, manner and conduct of the Services;

(c) negotiates and concludes the contract for the Services directly with the Customer, on terms agreed between them;

(d) collects payment for the Services directly from the Customer (Bizzibo not operating any escrow, payment collection, payment facilitation or commission collection mechanism in respect of the Services);

(e) bears all risks of, and rewards from, the Services;

(f) is free to operate on, and list with, any other platform, website or directory — this Agreement is non-exclusive in either direction;

(g) provides its own tools, equipment, materials, vehicles, premises and personnel; and

(h) is solely responsible for its own taxes, statutory contributions, professional indemnity, personal accident insurance and all aspects of its business.

3.3 No Aggregator Relationship

The Parties acknowledge and agree that the Platform is not an aggregator within the meaning of Section 2(1)(a) of the Code on Social Security in relation to service transactions effected between Customers and Service Providers, on the basis that Bizzibo does not direct, dispatch, allocate or intermediate the actual rendering of Services and does not collect payments or commissions on Services. Where any provision of the Code on Social Security or any rules thereunder is held by a competent authority to apply to Bizzibo notwithstanding the foregoing, Bizzibo shall comply with such requirements (including, where applicable, contributions to the Social Security Fund for gig and platform workers) and the Parties shall reasonably cooperate.

3.4 No Endorsement

Bizzibo does not endorse, recommend, certify, vouch for, warrant or guarantee any Service Provider, Listing, qualification, credential, professional registration or Service. Verification of documents under Clause 4 is a basic onboarding check only and does not constitute endorsement, certification or assumption of liability. Customers are solely responsible for satisfying themselves of the suitability of the Service Provider before engaging.

3.5 Bizzibo Not a Party to Service Transactions

Bizzibo is not, and shall not be deemed to be, a party to any contract, transaction, communication or interaction between a Customer and a Service Provider in relation to the Services. Bizzibo has no responsibility, obligation or liability in respect of: (a) the price, quality, timeliness, safety, lawfulness, fitness, suitability or outcome of any Service; (b) any payment, refund, dispute, complaint or claim arising between Customer and Service Provider; (c) any death, personal injury, property damage, financial loss, mental harm, professional negligence, fraud or other harm arising from the Services; or (d) any tax, statutory or contractual obligation of the Service Provider.

4.1 Information and Documents

The Service Provider shall provide and maintain accurate, complete and up-to-date information and supporting documents as set out in Schedule B. Without limiting the generality of the foregoing, the Service Provider shall provide:

(a) personal identification (PAN, Aadhaar or alternative ID accepted by Bizzibo) and address proof;

(b) where the Service Provider is a juristic entity, certificate of incorporation, GST registration (if applicable), bank account details and authorised signatory authorisation;

(c) for non-regulated Professional Services (consultants, trainers and similar) under Schedule F3, evidence of relevant qualifications or experience as notified;

(d) for Food Services under Schedule F2, FSSAI registration or licence;

(e) for Labour and Technical Services under Schedule F1, KYC documents and any state-specific licences applicable;

(f) bank account details for refund of Subscription Fees (where applicable); and

(g) such other information and documents as Bizzibo may reasonably require.

4.2 Document Collection Only

The Service Provider acknowledges and agrees that Bizzibo’s onboarding consists of the collection of documents listed at Clause 4.1 and Schedule B and a basic facial completeness check. Bizzibo does not, save where expressly stated otherwise: (a) verify the authenticity of documents at source with the issuing authority; (b) conduct background checks (criminal record, civil litigation, professional disciplinary history); (c) perform identity verification beyond document inspection; or (d) audit the Service Provider’s premises, operations or compliance. The Service Provider warrants the truthfulness, authenticity, validity and currency of all documents and information furnished and indemnifies Bizzibo against any claim arising from inaccuracy, falsity or invalidity.

4.3 Continuing Obligation

The Service Provider shall promptly, and in any event within seven (7) days, notify Bizzibo in writing of any change in its information, documents, licences, registrations or status, including (a) expiry, lapse, suspension, cancellation or revocation of any licence or registration; (b) any disciplinary, regulatory or criminal proceeding pending or initiated; (c) change in legal status, ownership or control; or (d) any material complaint or adverse finding by a competent authority.

4.4 Suspension for Non-Compliance

Bizzibo may, at its discretion and with or without notice, suspend, restrict or terminate the Service Provider’s Listing and access on (a) any inaccuracy, incompleteness, expiry or non-compliance in respect of the documents and information referred to in this Clause 4 or Schedule B; (b) any disciplinary or regulatory action by a competent authority; or (c) reasonable suspicion of fraud or material misrepresentation.

4.5 Eligible Categories

The Service Provider may list only in the categories notified by Bizzibo as eligible for Phase 1. Statutorily regulated professions (including legal practitioners regulated by the Bar Council of India, medical practitioners regulated by the National Medical Commission, chartered accountants regulated by the Institute of Chartered Accountants of India, company secretaries regulated by the Institute of Company Secretaries of India, architects regulated by the Council of Architecture, valuers regulated by the Insolvency and Bankruptcy Board of India, and similar statutorily regulated professions) are not eligible for Phase 1. The Service Provider warrants that it is not seeking to list in any non-eligible category and shall not misrepresent its category.

5.1 Service Provider Responsibility

The Service Provider shall be solely responsible for the creation, accuracy, completeness, lawfulness and ongoing maintenance of its Listing. The Listing shall comply with this Agreement, the Platform Policies, the Service Provider Code of Conduct (Schedule D), the applicable category-specific Schedule (F1 to F3), and Applicable Law.

5.2 Mandatory Listing Information

The Listing shall, in a clear and accessible manner, include: (a) the legal name (and trade name, if any) of the Service Provider; (b) the categories of Services offered; (c) the geographic area within which the Services are offered; (d) indicative pricing or pricing range (where applicable); (e) availability and contact mechanism; (f) where applicable under Schedule F2 (Food Services), FSSAI registration number; and (g) such other information as is required by the relevant category-specific Schedule.

5.3 Listing Warranties

The Service Provider represents and warrants on a continuing basis that the Listing: (a) is accurate, current and not misleading; (b) does not make any unverifiable, exaggerated or misleading claim regarding qualifications, experience, success rate, outcome, capability or affiliation; (c) does not infringe any Intellectual Property Right or other right of any third party; (d) does not contain content prohibited under the Intermediary Rules; and (e) is supported by genuine and current credentials.

5.4 Display, Categorisation and Removal

Bizzibo shall, in its reasonable discretion, determine the categorisation, display, ordering and search ranking of Listings on the basis of objective, non-discriminatory criteria including relevance, completeness, recency, accuracy, geographic proximity to the Customer, Subscription tier, performance, compliance and Customer ratings. Bizzibo may modify, restrict, suspend or remove any Listing where Bizzibo reasonably believes that the Listing (a) violates this Agreement, the Platform Policies or Applicable Law; (b) infringes third-party rights; (c) attracts a takedown notice or regulatory direction; (d) misrepresents qualifications, experience or other material facts; or (e) poses a risk to Customer safety or platform integrity. Bizzibo shall use reasonable efforts to provide notice, save where prior notice is impracticable or prejudicial.

5.5 Ratings and Reviews

Customers may submit ratings, reviews and feedback (“User-Generated Content”) in respect of the Service Provider, in accordance with the Platform Policies. The Service Provider acknowledges that User-Generated Content represents the opinion of the Customer, that Bizzibo does not endorse or warrant any User-Generated Content, and that Bizzibo shall not be liable for the contents thereof, save in respect of Bizzibo’s obligations as an intermediary under the IT Act and the Intermediary Rules. The Service Provider shall not, directly or indirectly, manipulate ratings or reviews, including through the submission of fake reviews, the offer of inducements, or the suppression of negative reviews, and shall not threaten, coerce or harass Customers in connection with reviews.

6.1 Lead Delivery

Where a Customer initiates a Lead through the Platform, Bizzibo shall route the Lead to the Service Provider through the relevant feature of the Platform (in-app chat, in-app booking notification, email, push notification, or, where opted-in by the Customer, telephone or messaging service forwarding). Lead routing is subject to the Service Provider’s Subscription tier, geographic and category match, and the Service Provider’s availability settings.

6.2 No Warranty on Leads

Bizzibo makes no representation, warranty or guarantee regarding: (a) the number, frequency, quality, conversion rate, financial value, sincerity, intent or readiness of any Lead; (b) the identity, qualifications, payment ability or trustworthiness of any Customer; (c) the geographic, demographic or behavioural profile of Customers; or (d) the success of the Service Provider in obtaining engagements. Leads are provided on an “as is” and “as available” basis. The Service Provider acknowledges that demand fluctuates, that some Leads will not result in engagement, and that Subscription Fees are payable regardless of the number or quality of Leads received.

6.3 Communication Channels

Bizzibo may, at its discretion, provide in-app messaging, masked telephony or other communication features. The Parties acknowledge that (a) any communication between Customer and Service Provider, irrespective of channel, is a direct communication between them and not a communication by, through or on behalf of Bizzibo; (b) where the Service Provider chooses to use external channels (telephone, WhatsApp, email, in-person), Bizzibo has no control over and no responsibility for such communications; and (c) Bizzibo may collect and process metadata and content of communications carried over Bizzibo channels in accordance with the Privacy Policy.

6.4 Acceptance and Conduct

The Service Provider has full discretion to accept, decline or ignore any Lead, but shall not exercise such discretion in a manner that contravenes Applicable Law, including anti-discrimination law. The Service Provider shall comply with the Service Provider Code of Conduct (Schedule D) in all communications and engagements arising from Leads.

6.5 No Booking Confirmation

Where Bizzibo provides a booking, appointment or scheduling feature, such feature is a convenience tool only. The actual contract between Customer and Service Provider for the Services is formed directly between them, on terms agreed between them, and not through Bizzibo.

7.1 Direct Contract

The contract for the Services exists exclusively between the Customer and the Service Provider, on terms agreed between them. Bizzibo is not a party to such contract.

7.2 Direct Payment

Payments for the Services shall be made directly by the Customer to the Service Provider, by such mode and on such terms as agreed between them. Bizzibo does not collect, hold, escrow, facilitate or process payments in respect of the Services. The Service Provider is solely responsible for invoicing, collection, follow-up, GST treatment, income reporting, refunds (where applicable) and all aspects of the financial relationship with the Customer.

7.3 Customer Disputes

Disputes between Customer and Service Provider in respect of the Services shall be resolved directly between them. Bizzibo may, at its discretion and without obligation, facilitate communication or escalate complaints to the Service Provider, but shall not be deemed a party to such dispute. Without prejudice to the foregoing, the Service Provider acknowledges that Customers retain all rights under the Consumer Protection Act, 2019 and may approach Consumer Disputes Redressal Commissions independently of any Bizzibo-facilitated process.

7.4 Grievance Mechanism

Bizzibo maintains a grievance redressal mechanism through its Grievance Officer (Schedule E). The Service Provider shall reasonably cooperate with the Grievance Officer in respect of complaints received in connection with the Service Provider, and shall respond to enquiries from the Grievance Officer within the timelines prescribed by Applicable Law.

8.1 Subscription Plans

Subscription tiers, durations, features, lead caps and pricing are set out in Schedule A and may be amended from time to time in accordance with Clause 22. The Service Provider may upgrade, downgrade or change Subscription tiers in accordance with the rules set out in Schedule A.

8.2 Payment of Subscription Fees

The Service Provider shall pay the Subscription Fees in advance for the relevant Subscription period (monthly or annual, as elected). Payment shall be made through the payment channels offered on the Platform (which may include UPI, debit/credit cards, net banking, wallets and bank transfer). All Subscription Fees are exclusive of GST, which shall be charged additionally at the applicable rate and reflected on Bizzibo’s tax invoice.

8.3 Auto-Renewal

Unless cancelled by the Service Provider in accordance with Schedule A, Subscriptions shall renew automatically at the end of each Subscription period at the then-prevailing rate. Bizzibo shall provide reasonable advance notice of renewal pricing where the renewal price differs from the prior period. The Service Provider authorises Bizzibo to charge the registered payment instrument for renewal.

8.4 Non-Payment

On non-payment of Subscription Fees by the due date, Bizzibo may, with or without notice, suspend the Listing, suspend Lead delivery, restrict access to the Platform, and on continued non-payment exceeding fifteen (15) days, terminate this Agreement. Late payment shall attract interest at eighteen percent (18%) per annum or the maximum rate permitted by Applicable Law, if lower.

8.5 Tax Invoices

Bizzibo shall issue a tax invoice in respect of each Subscription Fee payment in accordance with the GST law. The Service Provider shall be entitled to claim input tax credit subject to its own GST status and compliance.

8.6 Set-Off

Bizzibo shall be entitled to set off any amounts owing by the Service Provider under this Agreement (including unpaid Subscription Fees, interest, penalties and costs) against any refund, credit or other amount payable by Bizzibo to the Service Provider.

9.1 General Position

Subscription Fees, once paid, are non-refundable, save in the limited circumstances set out in this Clause 9 and Schedule A.

9.2 Refund Triggers

A pro-rated refund of unused Subscription Fees may be granted where: (a) Bizzibo materially fails to provide the core listing and lead-routing functionality of the relevant Subscription tier for a continuous period exceeding fifteen (15) Business Days, attributable to Bizzibo’s default and not to Force Majeure or factors outside Bizzibo’s reasonable control; or (b) Bizzibo terminates this Agreement without cause under Clause 19.4(a). No refund shall arise from low Lead volume, low Lead quality, low conversion, marketplace conditions, the Service Provider’s own non-performance, or termination of this Agreement for cause.

9.3 Service Credits

Bizzibo may, at its discretion, offer service credits (extension of Subscription period at no additional cost) in lieu of monetary refund. Acceptance of service credits shall not preclude the Service Provider from seeking a monetary refund where one is contractually due.

9.4 No Refund of Lead-Specific Charges

Where Schedule A includes per-Lead charges in addition to Subscription Fees, such per-Lead charges are non-refundable once a Lead has been delivered, save where the Lead is determined to be fraudulent or duplicative in accordance with Schedule A.

10.1 Service Provider Content

As between the Parties, the Service Provider retains all right, title and interest in and to the Service Provider Content. The Service Provider hereby grants to Bizzibo a non-exclusive, worldwide, royalty-free, sublicensable (to Affiliates and service providers acting on Bizzibo’s behalf), revocable (in accordance with Clause 10.4) licence to host, store, reproduce, adapt and modify (solely for technical and formatting purposes), publish, translate, distribute, transmit, communicate to the public and display the Service Provider Content (a) on the Platform; (b) in marketing, promotional and advertising materials of Bizzibo; (c) in search engines, social media and partner channels; and (d) for purposes reasonably ancillary to (a) to (c).

10.2 Service Provider Warranties

The Service Provider represents and warrants that it owns or has all necessary rights, consents and licences to grant the licence in Clause 10.1, and that the Service Provider Content does not infringe any Intellectual Property Right or other right of any third party.

10.3 Bizzibo IP

All Bizzibo IP shall remain the sole and exclusive property of Bizzibo. The Service Provider shall not (a) use any Bizzibo IP, save in accordance with Schedule C and only as expressly permitted; (b) register or apply for any name, mark or domain identical or confusingly similar to any Bizzibo IP; (c) reverse engineer, decompile, disassemble or attempt to derive the source code of the Platform; or (d) remove or obscure any Intellectual Property notices.

10.4 Takedowns and Revocation

Bizzibo shall have the right to remove, modify, restrict or disable Service Provider Content where Bizzibo reasonably believes that such content infringes third-party rights, violates this Agreement, the Platform Policies or Applicable Law, or is the subject of a takedown notice. The licence granted under Clause 10.1 shall be revocable on termination of this Agreement, save that Bizzibo shall be entitled to continue use (a) for archival and audit purposes; and (b) in already-published materials for a reasonable wind-down period.

10.5 User-Generated Content

As between the Parties, Bizzibo (or, as applicable, the relevant user) owns the User-Generated Content. The Service Provider acquires no right to use User-Generated Content save to access and review such content through the Platform interface for legitimate operational purposes.

10.6 Notice and Takedown

Bizzibo operates a notice-and-takedown procedure consistent with the Intermediary Rules. The Service Provider shall (a) respond to any takedown notice forwarded by Bizzibo within the timelines prescribed by Applicable Law (and in any event within thirty-six (36) hours of receipt); and (b) cooperate with Bizzibo, the Grievance Officer and any complainant in respect of intellectual property complaints.

11.1 Compliance with DPDP Act

Each Party shall comply with the DPDP Act and all other Applicable Law relating to the protection of Personal Data in connection with this Agreement.

11.2 Data Fiduciary Roles

In respect of Customer Data and other Personal Data processed in connection with the Platform: (a) Bizzibo acts as a Data Fiduciary in respect of Personal Data collected through the Platform for purposes of operating the Platform, account management, communications, fraud prevention and analytics; and (b) the Service Provider acts as a Data Fiduciary in respect of Personal Data which it independently processes for purposes of providing the Services to the Customer, post-engagement support, and its own statutory obligations. To the extent each independently determines the purpose and means of processing, each shall be a separate Data Fiduciary and not a Data Processor of the other.

11.3 Use Limitations

The Service Provider shall use Customer Data strictly for the purposes of (a) responding to Leads; (b) providing the Services to the Customer; (c) post-engagement support in respect of the Services; and (d) compliance with Applicable Law. The Service Provider shall not, directly or indirectly: (i) retain, reuse, exploit, profile or analyse Customer Data for marketing, advertising, profiling, analytics or any purpose unconnected with the Services; (ii) transfer, disclose, sell or share Customer Data with any third party (save where strictly required for the Services or by Applicable Law, or with Bizzibo’s prior written consent); (iii) use Customer Data to bulk-solicit Customers outside the scope of the original Lead; or (iv) use Customer Data to circumvent the Platform or Subscription Fees.

11.4 Security Safeguards

The Service Provider shall implement and maintain reasonable security practices and procedures consistent with the DPDP Act and the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, including organisational, technical, physical and administrative safeguards appropriate to the nature, scope and sensitivity of the Personal Data processed.

11.5 Data Breach Notification

The Service Provider shall notify Bizzibo, in writing and as soon as practicable (and in any event within twenty-four (24) hours of becoming aware), of any actual, suspected or threatened breach of the security, confidentiality or integrity of Customer Data. The notice shall contain all information reasonably necessary to enable Bizzibo to assess and respond, and the Service Provider shall reasonably cooperate with Bizzibo in breach response, regulatory notifications and remediation.

11.6 Data Principal Rights

The Parties shall reasonably cooperate to enable data principals to exercise their rights under the DPDP Act. Each Party shall promptly notify the other of any data principal request that requires the other Party’s involvement.

11.7 Cross-Border Transfer

The Service Provider shall not transfer Customer Data outside India save in compliance with the DPDP Act and any directions issued in respect of cross-border data transfers, and only to the extent strictly necessary.

11.8 Data Ownership

As between the Parties, and without prejudice to any rights of data principals under the DPDP Act, all Customer Data, transaction metadata, Lead metadata, analytics, behavioural insights and derived data generated through or in connection with the Platform (excluding Service Provider Content) shall be owned by Bizzibo. The Service Provider shall not assert any proprietary right over such data.

12.1 Definition

“Confidential Information” means all non-public, proprietary or commercially sensitive information disclosed by or on behalf of one Party to the other, whether orally, in writing, electronically or otherwise, and whether or not marked as confidential, including business plans, customer data, pricing, commercial terms, technical information, trade secrets, marketing strategies, and the terms of this Agreement.

12.2 Obligations

The receiving Party shall (a) hold all Confidential Information in strict confidence; (b) use it solely for performing its obligations and exercising its rights under this Agreement; (c) protect it with no less than reasonable care; and (d) disclose it only to those of its directors, officers, employees, contractors, advisers and Affiliates who need to know and are bound by confidentiality obligations no less stringent than those set out herein.

12.3 Exceptions

The obligations in Clause 12.2 do not apply to information that the receiving Party can demonstrate (a) was already lawfully in its possession without restriction; (b) was or becomes publicly available without breach; (c) was lawfully received from a third party not under any duty of confidentiality; or (d) was independently developed without reference to the Confidential Information.

12.4 Compelled Disclosure

Where compelled by Applicable Law, court order or regulatory direction, the receiving Party shall (to the extent legally permissible) promptly notify the disclosing Party, cooperate in any effort to seek protective relief, and disclose only the minimum legally required.

12.5 Term

Confidentiality obligations apply during the Term and for three (3) years thereafter, save that obligations in respect of trade secrets and Personal Data continue in perpetuity (or, in the case of Personal Data, for as long as required under the DPDP Act).

13.1 Service Provider Representations and Warranties

The Service Provider represents and warrants, on the Effective Date and on a continuing basis throughout the Term, that:

(a) it has full legal capacity, power and authority to enter into and perform this Agreement;

(b) execution and performance does not violate any other agreement, judgment, professional rule or law to which it is subject;

(c) it holds all licences, registrations, certifications and approvals required to provide the Services and to maintain a Listing, and shall maintain the same in good standing throughout the Term;

(d) it is not a member of, nor seeking to list as, any statutorily regulated profession excluded from Phase 1 under Clause 4.5;

(e) all information, documents, qualifications and credentials furnished are true, accurate, complete, current and not misleading;

(f) the Services and Service Provider Content do not infringe any Intellectual Property Right or other right of any third party;

(g) the Services are provided in accordance with applicable industry standards and Applicable Law;

(h) it is not, and none of its directors, officers or principal owners is, the subject of any sanctions administered by the United Nations, OFAC, the European Union, the United Kingdom, the Government of India or any other relevant authority;

(i) it has not, and shall not, directly or indirectly, offer, promise, give, accept or solicit any improper payment, bribe or kickback in violation of the Indian Prevention of Corruption Act, 1988 or any other applicable anti-bribery law;

(j) it complies with all applicable anti-money laundering laws, including the Prevention of Money Laundering Act, 2002;

(k) it complies with the PoSH Act in respect of its own personnel and operations, and shall comply with the standards in Schedule D when interacting with Customers;

(l) it is solvent, able to pay its debts as they fall due, and not the subject of any insolvency or liquidation proceeding;

(m) there is no material litigation, regulatory action or disciplinary proceeding pending or, to its knowledge, threatened that would materially impair its ability to perform this Agreement or to maintain a Listing; and

(n) it has, and shall maintain, adequate operational, financial and technical capacity to perform the Services to the standard reasonably expected of a competent provider in the relevant category.

13.2 Materiality and Reliance

The Service Provider acknowledges that the representations and warranties in Clause 13.1 are material, that Bizzibo has relied and will continue to rely upon them in granting the Listing and access to Lead-generation features, and that any breach shall constitute a material breach entitling Bizzibo to the remedies under Clauses 14, 19 and otherwise available at law or in equity.

14.1 Service Provider Indemnity

The Service Provider shall indemnify, defend and hold harmless Bizzibo, its Affiliates, and their respective directors, officers, employees, agents, contractors and licensees (each, an “Indemnified Party”), from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, judgments, fines, penalties, settlements, costs and expenses (including reasonable attorneys’ fees) arising out of or in connection with: (a) any breach of this Agreement (including any representation or warranty); (b) any act, omission, default, negligence, misconduct, professional malpractice or unlawful conduct of the Service Provider in connection with the Services; (c) any death, personal injury, property damage, financial loss, mental harm or other harm caused or alleged to be caused by the Service Provider or the Services; (d) any actual or alleged infringement by the Service Provider, Service Provider Content or the Services of any Intellectual Property Right or other right of any third party; (e) any violation by the Service Provider of Applicable Law (including professional rules, anti-bribery, sanctions, AML and PoSH); (f) any tax, statutory or contractual obligation of the Service Provider; (g) any dispute, claim or proceeding between the Service Provider and a Customer; (h) any breach of data protection or privacy obligations attributable to the Service Provider; (i) any complaint, disciplinary action or regulatory investigation initiated against the Service Provider; and (j) any sexual harassment, discrimination, theft or other misconduct alleged against the Service Provider or its personnel in connection with the Services.

14.2 Procedure

In respect of any indemnified claim: (a) the Indemnified Party shall promptly notify the Service Provider (delay in notice shall not relieve the Service Provider save to the extent materially prejudiced); (b) the Indemnified Party shall have the right, but not the obligation, to assume sole control of defence and settlement, with counsel of its choice, at the Service Provider’s cost; (c) the Service Provider shall not, without the Indemnified Party’s prior written consent, settle in a manner that imposes any obligation, restriction or admission of liability on the Indemnified Party; and (d) the Service Provider shall provide all information, assistance and cooperation reasonably required.

14.3 Defence Costs

The Indemnified Party shall be entitled to recover all reasonable defence costs as and when incurred, regardless of the ultimate outcome.

14.4 Bizzibo Indemnity

Bizzibo shall indemnify the Service Provider against direct losses arising from a third-party claim that the Platform itself (excluding the Service Provider Content, the Services, or any matter attributable to the Service Provider) infringes such third party’s Intellectual Property Right in India, subject to prompt notice, sole control of defence by Bizzibo, and reasonable assistance. Bizzibo shall not be liable for claims arising from (i) modifications not made by Bizzibo, (ii) combination of the Platform with any item not provided by Bizzibo, or (iii) the Service Provider’s use of the Platform other than as permitted under this Agreement.

14.5 Survival

The obligations under this Clause 14 shall survive termination of this Agreement.

15.1 Exclusion of Indirect Damages

To the maximum extent permitted by Applicable Law, neither Party shall be liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, anticipated savings, goodwill, business opportunity, data or use, arising out of or in connection with this Agreement.

15.2 Cap on Bizzibo Liability

To the maximum extent permitted by Applicable Law, the aggregate liability of Bizzibo arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total Subscription Fees actually received by Bizzibo from the Service Provider during the six (6) months immediately preceding the event first giving rise to the claim.

15.3 Carve-Outs

The exclusions and limitations in Clauses 15.1 and 15.2 shall not apply to: (a) liability arising from a Party’s fraud, gross negligence or wilful misconduct; (b) the Service Provider’s indemnification obligations under Clause 14.1; (c) breach of confidentiality obligations under Clause 12; (d) breach of data protection obligations under Clause 11; (e) breach of intellectual property obligations under Clause 10; (f) breach of anti-bribery, sanctions or anti-money laundering obligations; (g) the Service Provider’s Subscription Fee payment obligations; and (h) any liability that cannot be excluded or limited under Applicable Law.

15.4 No Liability for Service Outcomes

Without prejudice to Clauses 15.1 and 15.2, Bizzibo shall not be liable for: (a) the price, quality, timeliness, safety, lawfulness, fitness, suitability or outcome of any Service; (b) the conduct of any Customer or Service Provider; (c) any payment, refund or financial dispute between Customer and Service Provider; (d) any death, personal injury, property damage, financial loss, mental harm, professional negligence, fraud or other harm arising from any Service; or (e) any tax, statutory or contractual obligation of the Service Provider.

15.5 Time Bar

No claim by either Party arising out of or in connection with this Agreement shall be brought more than twelve (12) months after the cause of action first arose, save in respect of (a) the Service Provider’s payment obligations to Bizzibo; and (b) any claim that cannot be time-barred under Applicable Law.

15.6 Acknowledgement

The Service Provider acknowledges that the Subscription Fees have been calculated on the basis of the allocation of risk in this Clause 15, that this allocation reflects the commercial bargain between the Parties, and that the Platform would not be made available on the Subscription Fees specified absent the limitations herein.

16.1 Compliance with Code

The Service Provider shall, at all times during the Term and in connection with the Services and the use of the Platform, comply with the Service Provider Code of Conduct set out in Schedule D.

16.2 PoSH Compliance

The Service Provider acknowledges that PoSH Act exposure may arise in connection with in-person Service delivery. The Service Provider shall: (a) comply with the PoSH Act in respect of its own personnel and operations; (b) refrain from any conduct constituting sexual harassment in any interaction with Customers; (c) report any incident of which it becomes aware promptly to Bizzibo; and (d) cooperate with Bizzibo and the relevant Internal Committee or Local Committee in any inquiry.

16.3 Anti-Discrimination

The Service Provider shall not refuse, delay, degrade or otherwise discriminate in providing the Services on grounds prohibited by Applicable Law (including the Constitution of India), including grounds of religion, race, caste, sex, gender, sexual orientation, place of birth, disability or age.

16.4 Identity Verification

Where Services are provided in person at a Customer’s premises, the Service Provider shall (a) carry valid government-issued photo identification; (b) display the Service Provider’s identity on the Platform-issued profile to the Customer prior to or upon arrival; (c) restrict attendees to the personnel reasonably required for the Services; and (d) refuse to enter the Customer’s premises if not so identified, save where the Customer expressly waives such requirement.

16.5 Safety Reporting

The Service Provider shall promptly notify Bizzibo of any incident, accident, allegation or complaint involving safety, theft, harassment, assault, fraud or other misconduct in connection with the Services, regardless of whether the Service Provider is the alleged perpetrator or victim.

17.1 General Compliance

The Service Provider shall, at its own cost, comply with all Applicable Law, including the IT Act, the Intermediary Rules (to the extent applicable), the Consumer Protection Act, 2019, the GST law, the Income Tax Act, 1961, the DPDP Act, the PoSH Act, the Code on Social Security (where applicable), and all sector-specific regulations applicable to the Services.

17.2 Prohibited Conduct

The Service Provider shall not, directly or indirectly: (a) provide any Service prohibited under Applicable Law; (b) infringe any Intellectual Property Right or other right of any third party; (c) misrepresent any aspect of itself, its qualifications or its Services; (d) manipulate ratings, reviews, search rankings or platform metrics (including through fake Customers, fake leads or incentivised reviews); (e) engage in fraudulent, deceptive or unfair trade practices; (f) divert Customers, traffic or transactions outside the Platform in violation of Clause 18; or (g) misuse any data, content, systems or features made available through the Platform.

17.3 Audit and Information Rights

Bizzibo (or its representatives) shall have the right, on reasonable prior notice (or, in cases of suspected fraud, regulatory direction or material breach, without notice), to (a) request and inspect such documents, licences, certifications and information as may be reasonably necessary to verify compliance; and (b) conduct or commission audits, investigations or test enquiries. The Service Provider shall reasonably cooperate at its own cost. Findings of material non-compliance shall entitle Bizzibo to recover the costs of investigation.

17.4 Record Retention

The Service Provider shall retain all records relating to Subscription Fees, Customer interactions originating from the Platform, and compliance documents for the periods required by Applicable Law and, in any event, for not less than five (5) years.

18.1 Subscription Bypass

The Service Provider shall not, directly or indirectly, during the Term and for twelve (12) months thereafter, (a) accept, solicit, encourage or facilitate any Customer to bypass the Platform’s Subscription mechanism; (b) misrepresent itself to Customers in a manner designed to discourage use of the Platform; (c) use Customer Data, contact details or insights derived from the Platform for any purpose outside the original Lead and the Services thereunder; or (d) engage in any conduct designed to circumvent Bizzibo’s Subscription Fee or Lead-routing mechanisms.

18.2 No Off-Platform Solicitation Through Platform Identifiers

Without limiting Clause 18.1, the Service Provider shall not, in communications with Customers initiated through Platform-facilitated channels, direct Customers to alternative platforms, off-platform marketing channels of the Service Provider, or to any mechanism designed to avoid Subscription Fees that would otherwise have been payable.

18.3 Injunctive Relief and Liquidated Damages

The Service Provider acknowledges that breach of this Clause 18 would cause Bizzibo immediate and irreparable harm. Bizzibo shall be entitled to (a) seek injunctive and equitable relief from any court of competent jurisdiction without the requirement to post any bond, in addition to any other remedies; and (b) recover, as liquidated damages and not as penalty, an amount equal to twelve (12) months’ Subscription Fees at the highest tier offered to a service provider of the relevant category, without prejudice to any other remedies available.

19.1 Term

This Agreement shall commence on the Effective Date and continue until terminated in accordance with this Clause 19.

19.2 Suspension

Bizzibo may, with or without notice, suspend, restrict or limit the Service Provider’s Listing or access to the Platform, where Bizzibo reasonably believes that: (a) the Service Provider has breached or is likely to breach this Agreement, the Platform Policies or Applicable Law; (b) the Service Provider’s activities involve fraud, misrepresentation or unlawful conduct; (c) excessive complaints, ratings drops or safety incidents have been reported; (d) the Service Provider poses a risk to Customers, the Platform, Bizzibo’s reputation or regulatory compliance; (e) Subscription Fees are unpaid; or (f) suspension is required by court order, regulatory direction or Applicable Law.

19.3 Termination for Cause

Either Party may terminate with immediate effect on written notice where the other Party (a) commits a material breach incapable of cure or, if capable of cure, not cured within fifteen (15) days of written notice; (b) becomes insolvent or has analogous proceedings initiated; or (c) ceases to carry on its business.

19.4 Termination by Bizzibo

In addition to its rights under Clause 19.3, Bizzibo may terminate (a) for convenience by giving the Service Provider not less than thirty (30) days’ prior written notice (in which case any unused pre-paid Subscription Fees shall be refunded on a pro-rated basis); or (b) with immediate effect on the occurrence of any of: breach of Clauses 10, 11, 12, 13, 16 or 18; fraud; criminal proceedings; PoSH or safety incident; regulatory action; persistent complaint or rating breach; expiry, suspension, cancellation or revocation of any licence required for the Services; or any other event that, in Bizzibo’s reasonable opinion, makes the relationship untenable.

19.5 Termination by Service Provider

The Service Provider may terminate for convenience by giving Bizzibo not less than thirty (30) days’ prior written notice. Pre-paid Subscription Fees are non-refundable on Service Provider’s termination for convenience, save where Schedule A provides otherwise.

20.1 Effect of Termination

Upon termination or expiry: (a) the Service Provider’s right to access and use the Platform shall cease; (b) the Service Provider shall continue to fulfil any commitments to Customers entered into prior to termination, on terms agreed with such Customers; (c) the Service Provider shall return or destroy all Confidential Information in accordance with Clause 12; (d) any unpaid Subscription Fees, interest and costs shall become immediately due and payable; (e) any pro-rated refund (where applicable under Clause 9 or 19.4(a)) shall be processed within thirty (30) days; and (f) the Listing shall be removed.

20.2 Accrued Rights

Termination shall not affect rights, remedies, obligations or liabilities accrued up to the date of termination or that expressly or by implication are intended to continue.

20.3 Survival

The following provisions shall survive termination: Clauses 1 (Definitions), 3.5 (Bizzibo Not a Party), 7.3 (Customer Disputes), 8.4 (Late Payment), 8.6 (Set-Off), 10 (Intellectual Property, in part), 11 (Data Protection), 12 (Confidentiality), 13.1 (Representations made), 14 (Indemnification), 15 (Limitation of Liability), 17.4 (Record Retention), 18 (Non-Circumvention), 20 (Effect of Termination), 24 (Dispute Resolution), 25 (Governing Law), and 27 (General Provisions).

21.1 Definition

“Force Majeure Event” means any event or circumstance beyond the reasonable control of a Party, including acts of God, natural disasters, fire, flood, earthquake, epidemic, pandemic, public health emergency, war, terrorism, civil unrest, riots, governmental action, acts of regulatory authorities, internet shutdowns, large-scale cyber attacks, sanctions, trade embargoes, strikes (other than those of the affected Party’s own personnel), and failures of power, telecommunications or critical infrastructure.

21.2 Effect

A Party affected by a Force Majeure Event shall (a) promptly notify the other; (b) use commercially reasonable efforts to mitigate; and (c) be excused from performance of affected obligations (other than payment obligations for amounts already accrued) for the duration. The affected Party shall resume performance promptly upon cessation.

21.3 Termination

If a Force Majeure Event continues exceeding sixty (60) days, either Party may terminate this Agreement on written notice, without liability arising from such termination.

22.1 Bizzibo Amendments

Bizzibo may, from time to time, amend this Agreement, the Schedules or the Platform Policies by giving notice through the Platform, by email or otherwise. The amendment shall take effect on the date specified in the notice (no less than fifteen (15) days from the date of notice), save where (a) shorter notice is required by Applicable Law, regulatory direction or court order; (b) the amendment is necessitated by an immediate risk to Customers, Service Providers, the Platform, security or Applicable Law; or (c) the amendment relates to operational, technical, security or fraud-prevention matters.

22.2 Continued Use

Continued use of the Platform after the effective date constitutes acceptance. Where the Service Provider does not accept an amendment, its sole remedy is to terminate under Clause 19.5 prior to the effective date, in which case any unused pre-paid Subscription Fees shall be refunded on a pro-rated basis.

22.3 Subscription Fee Increases

Increases in Subscription Fees shall take effect only on the next renewal cycle following at least thirty (30) days’ advance notice.

23.1 Mode of Notice

Notices may be served by (a) email to the registered address of the recipient; (b) Platform notification; (c) hand delivery or registered post / reputed courier to the registered office; or (d) any other mode reasonably calculated to give actual notice.

23.2 Deemed Receipt

Notices shall be deemed received: (a) by email, on the day of transmission absent bounce-back within twenty-four (24) hours; (b) by Platform notification, on display to the user; (c) by hand delivery, on delivery; (d) by registered post or courier, on the third (3rd) Business Day after dispatch.

23.3 Designated Officers

Notices for grievances, intellectual property complaints, regulatory matters and data protection matters shall be addressed to the relevant officers in Schedule E.

24.1 Negotiation

In the event of any dispute, controversy or claim arising out of or relating to this Agreement (a "Dispute"), the Parties shall first attempt to resolve the Dispute through good faith negotiations between senior representatives with authority to settle the Dispute on behalf of the respective Party, for a period of thirty (30) days from the date of written notice of the Dispute. The notice of a Dispute shall identify the substance of the Dispute and the relief sought.

24.2 Court Resolution

If the Dispute is not resolved through negotiations within the 30-day period specified in Clause 24.1, or if any Party gives written notice that further negotiations are unlikely to be productive, the Dispute shall be subject to the exclusive jurisdiction of the courts at Kochi, Kerala. Each Party submits to the jurisdiction of the courts at Kochi for the purpose of the resolution of the Dispute and waives any objection to such jurisdiction on the grounds of inconvenient forum or otherwise. This Agreement and any Dispute shall be governed by and construed in accordance with the laws of India, without giving effect to any choice of law or conflict of law principles.

24.3 Interim Relief

Notwithstanding Clauses 24.1 and 24.2, either Party may apply directly to the courts at Kochi for interim or injunctive relief in connection with a Dispute where such relief is reasonably necessary to preserve the rights of the applying Party pending substantive resolution of the Dispute. An application for interim or injunctive relief is not a waiver of the negotiation requirement in Clause 24.1, which shall continue to apply to the substantive Dispute.

24.4 Continuing Performance

Pending resolution of the Dispute, the Parties shall continue to perform their respective obligations under this Agreement, save to the extent that performance of an obligation is the subject of the Dispute or has been suspended or terminated in accordance with this Agreement.

24.5 Confidentiality of Settlement Discussions

Without prejudice to the right of either Party to use any information disclosed during negotiation in subsequent court proceedings as permitted by law, the Parties shall keep confidential the substance of negotiations conducted under Clause 24.1, save to the extent disclosure is required by Applicable Law or judicial direction.

25.1 Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of India.

25.2 Jurisdiction

Subject to Clause 24, the courts at Kochi, Kerala shall have exclusive jurisdiction over any matter arising out of or in connection with this Agreement, including applications for interim or emergency relief.

26.1 By Bizzibo

Bizzibo may assign, novate, transfer or subcontract this Agreement (in whole or in part) to any Affiliate or successor entity, on notice to the Service Provider.

26.2 By Service Provider

The Service Provider shall not assign, novate, transfer, subcontract or otherwise deal with any of its rights or obligations without Bizzibo’s prior written consent. Any change in control of the Service Provider shall be deemed an assignment for this purpose.

27.1 Entire Agreement

This Agreement (with the Schedules and the Platform Policies as in force from time to time) constitutes the entire agreement between the Parties on its subject matter and supersedes all prior agreements, understandings, representations and arrangements (whether written or oral).

27.2 Severability

If any provision is held by a court or arbitral tribunal of competent jurisdiction to be invalid, illegal or unenforceable, the provision shall be severed (or modified to the minimum extent necessary to make it valid) and the remaining provisions shall continue in full force and effect.

27.3 Waiver

No failure or delay in exercising any right shall operate as a waiver. Any waiver shall be effective only if in writing and signed by an authorised representative of the waiving Party.

27.4 No Third Party Rights

A person who is not a Party shall have no right to enforce any term of this Agreement.

27.5 Counterparts and Electronic Execution

This Agreement may be executed in counterparts and by electronic means (including click-wrap acceptance), and each counterpart, when so executed, shall be deemed an original. Electronic acceptance and electronic signatures shall be valid and binding under the IT Act and the Indian Contract Act, 1872.

27.6 Reservation of Rights

All rights not expressly granted are reserved. The exercise (or non-exercise) of any right shall be without prejudice to any other rights or remedies available at law, in equity or otherwise.

27.7 Language

The English language version shall prevail in the event of any conflict with any translated version.

27.8 Costs

Each Party shall bear its own costs in connection with the negotiation, preparation and execution of this Agreement.

A.1 Subscription Tiers

Bizzibo offers the following Subscription tiers (which Bizzibo may amend in accordance with Clause 22 of the Agreement):

Basic: monthly fee of INR [•], up to [•] active service categories, [•] photographs, [•] Leads per month routed, no priority placement, standard support.

Pro: monthly fee of INR [•], up to [•] active service categories, [•] photographs, [•] Leads per month routed, priority placement within geographic area, priority support.

Premium: monthly fee of INR [•], unlimited service categories, unlimited photographs, unlimited Leads, top-tier placement, dedicated account support, additional analytics.

A.2 Annual Discount

Annual prepayment discount: [•]% off the equivalent monthly rate, billed in a single instalment in advance.

A.3 Payment Terms

Subscription Fees are payable in advance for each Subscription period. Bizzibo accepts UPI, debit and credit cards, net banking, wallets, and bank transfer. All Subscription Fees are exclusive of GST, which shall be charged additionally and reflected on a tax invoice issued under the GST law.

A.4 Auto-Renewal

Subscriptions auto-renew at the end of each Subscription period at the then-prevailing rate. The Service Provider may cancel auto-renewal at any time through the Platform interface. Cancellation takes effect at the end of the current Subscription period.

A.5 Upgrades and Downgrades

Upgrades take immediate effect with pro-rated billing for the remainder of the current period. Downgrades take effect at the start of the next Subscription period.

A.6 Free Trial / Promotional Plans

Bizzibo may offer free trials or promotional plans on terms specified at the time of the offer. Such offers may be subject to additional conditions including verification, payment instrument registration and minimum commitment.

A.7 Refund Policy

Subscription Fees are non-refundable except as set out in Clause 9 of the Agreement and this Schedule A. Where a refund is granted, it shall be calculated on a pro-rated basis from the date of refund trigger to the end of the current Subscription period.

A.8 Per-Lead Charges (if introduced)

Bizzibo may, at its discretion, introduce optional per-Lead charges (e.g., for specially-priced or premium Leads) by amendment to this Schedule on notice. Per-Lead charges, once a Lead is delivered, are non-refundable except where the Lead is determined to be fraudulent or duplicative in accordance with Bizzibo’s Lead-quality protocols.

B.1 General KYC (All Categories)

All Service Providers shall provide: (a) PAN; (b) Aadhaar or alternative ID acceptable to Bizzibo; (c) address proof; (d) bank account details; (e) GST registration (where applicable); (f) where a juristic entity, certificate of incorporation, board resolution / authorisation, and constitutional documents.

B.2 Labour and Technical Services (Schedule F1)

Additional documents: (a) self-declaration of relevant trade or skill; (b) any state-issued licence applicable to the trade (e.g., electrician licence under the relevant state Electricity Licensing Board); (c) tools/equipment ownership self-declaration.

B.3 Food Services (Schedule F2)

Additional documents: (a) FSSAI registration or licence (as applicable to scale); (b) where preparing food at premises, evidence of premises (rent agreement / ownership / use permission); (c) trade licence or shop & establishment registration where applicable.

B.4 Non-Regulated Professional Services / Consultants / Trainers (Schedule F3)

Additional documents: (a) self-declaration of qualifications and experience; (b) supporting evidence of qualifications (degree, certification, training certificate) where claimed; (c) prior experience or portfolio (where claimed).

B.5 Document Verification Standard

Bizzibo will perform a basic facial completeness check of the documents listed above. Bizzibo will not (save where expressly stated otherwise): (a) verify documents at source with the issuing authority; (b) perform criminal background checks; (c) audit premises or operations; or (d) conduct identity verification beyond document inspection. Service Providers warrant the truthfulness, authenticity, validity and currency of all documents provided.

B.6 Re-Verification

Bizzibo may, at any time, request re-submission of any document upon expiry, regulatory change, or as part of routine review. Failure to re-submit within the time specified by Bizzibo may result in suspension of the Listing.

C.1 Use of Bizzibo Marks

Bizzibo grants the Service Provider a non-exclusive, non-transferable, royalty-free, revocable licence, during the Term, to use the Bizzibo trade marks, logos and approved phrases (“Bizzibo Marks”) solely to identify the Service Provider as listed on the Platform, in accordance with brand guidelines published by Bizzibo from time to time.

C.2 Restrictions

The Service Provider shall not (a) modify, distort or combine the Bizzibo Marks with any other mark; (b) use the Bizzibo Marks in a manner that is misleading, disparaging or detrimental to Bizzibo’s reputation; (c) register or apply for any name, mark, logo or domain identical or confusingly similar to any Bizzibo Mark; (d) suggest endorsement, sponsorship or affiliation beyond the listing relationship contemplated by this Agreement; or (e) use the Bizzibo Marks after termination (save in any wind-down communications expressly permitted).

C.3 Goodwill

All goodwill from the Service Provider’s use of the Bizzibo Marks shall enure exclusively to the benefit of Bizzibo. The Service Provider shall not assert any right, title or interest in the Bizzibo Marks.

D.1 General Standards

The Service Provider shall: (a) act professionally, courteously and ethically in all interactions with Customers and on the Platform; (b) provide Services to the standard reasonably expected of a competent provider in the relevant category; (c) comply with all Applicable Law; and (d) cooperate with Bizzibo’s Grievance Officer and dispute resolution mechanisms.

D.2 Honesty and Disclosure

The Service Provider shall not misrepresent its identity, qualifications, experience, capacity, pricing, scope, fitness for purpose, success rate or affiliations. The Service Provider shall promptly disclose to the Customer any material limitation or risk relevant to the Service.

D.3 Anti-Discrimination

The Service Provider shall not refuse, delay, degrade or otherwise discriminate in providing the Services on grounds of religion, race, caste, sex, gender, sexual orientation, place of birth, disability or age.

D.4 PoSH and Personal Safety

The Service Provider shall: (a) refrain from any conduct constituting sexual harassment under the PoSH Act in any interaction with Customers; (b) refrain from any conduct (including verbal, physical, or non-verbal) that would reasonably make a Customer feel unsafe; (c) report any incident promptly to Bizzibo; and (d) cooperate with Bizzibo and the relevant Internal Committee or Local Committee in any inquiry.

D.5 In-Person Services

Where Services are rendered in person at a Customer’s premises: (a) the Service Provider shall present valid government-issued photo ID and the Platform-issued profile to the Customer at or before entry; (b) only personnel reasonably necessary for the Services may attend; (c) the Service Provider shall not enter restricted areas of the premises without express invitation; (d) the Service Provider shall not consume alcohol or controlled substances during Service rendering; (e) the Service Provider shall not solicit, take or photograph items belonging to the Customer without express consent; and (f) the Service Provider shall comply with reasonable instructions from the Customer regarding access, hours and conduct.

D.6 Communications

The Service Provider shall not send unsolicited commercial communications, spam, abusive language, threats, harassment or content prohibited under the Intermediary Rules. Communications must be relevant to the Lead and the Service.

D.7 Anti-Manipulation

The Service Provider shall not (a) submit fake leads, fake bookings or fake transactions; (b) submit, solicit or incentivise fake reviews or ratings; (c) suppress or attempt to remove genuine negative reviews other than through Bizzibo’s established reporting process; or (d) operate multiple Listings or accounts in a manner designed to manipulate Platform features.

D.8 Consequences of Breach

Breach of this Schedule D may, depending on severity, result in (a) warning; (b) suspension; (c) downgrade of Subscription benefits; (d) termination under Clause 19; (e) liquidated damages or fines under Schedule A or as separately notified; and (f) reporting to relevant authorities.

E.1 Bizzibo Notice Address

Address: [•]

Email: [•]

Attention: Legal Department

E.2 Grievance Officer (Intermediary Rules and CP E-Commerce Rules)

Name: [•]

Designation: Grievance Officer

Email: grievance@bizzibo.[•]

Acknowledgment: within 24 hours of complaint; resolution: within 15 days.

E.3 Nodal Officer

Name: [•]

Email: nodal@bizzibo.[•]

E.4 Data Protection / Privacy Contact

Email: privacy@bizzibo.[•]

E.5 Intellectual Property Complaints

Email: ipcomplaints@bizzibo.[•]

E.6 PoSH and Safety Complaints

Email: safety@bizzibo.[•]

F1.1 Application

This addendum applies to Service Providers in labour and technical service categories, including (without limitation) electricians, plumbers, carpenters, painters, masons, mechanics, technicians, AC servicing, appliance repair, cleaning services, pest control and similar trades.

F1.2 Licensing and Safety

The Service Provider shall (a) comply with all state and local licensing requirements applicable to the trade (including, where relevant, electrician licensing under state Electricity Licensing Boards, plumbing certifications, gas-fitter certifications, and similar); (b) comply with Bureau of Indian Standards (BIS) and other applicable safety standards in respect of materials, methods and installations; (c) maintain its tools, equipment and vehicles in safe working condition; and (d) take all reasonable measures to ensure the safety of Customers, third parties and property in connection with the Services.

F1.3 In-Home Service Standards

In addition to Schedule D, the Service Provider shall, in connection with in-home Services: (a) confirm appointment timing in advance; (b) wear identifying attire (where applicable to the Subscription tier); (c) protect the Customer’s premises against damage during the Services; (d) clean up after the Services; and (e) provide reasonable advice on after-care or follow-up needed.

F1.4 Materials and Estimates

The Service Provider shall (a) provide a clear estimate to the Customer before commencing any chargeable work above the agreed scope; (b) supply materials of merchantable quality and fit for purpose; (c) clearly disclose pricing of materials separately from labour where the Customer requests; and (d) not engage in deceptive billing practices.

F1.5 Liability

The Service Provider remains solely responsible for any damage to the Customer’s premises, property or persons arising from the Services. Bizzibo bears no liability in respect of property damage, personal injury or any other harm arising from the Services.

F2.1 Application

This addendum applies to Service Providers offering food preparation, catering, tiffin services, home chef services, baking services and similar food-related Services.

F2.2 FSSAI Compliance

The Service Provider shall (a) hold a valid FSSAI registration or licence appropriate to the scale of operations; (b) display the FSSAI number on the Listing and on packaging; (c) comply with the Food Safety and Standards Act, 2006 and the rules and regulations thereunder, including in respect of hygiene, packaging, labelling, allergen disclosures, claims and storage; and (d) maintain records as required.

F2.3 Hygiene and Premises

The Service Provider shall maintain food preparation premises in compliance with FSSAI hygiene standards. Where food is prepared at the Service Provider’s residence, the Service Provider shall ensure compliance with applicable home-business permissions and hygiene standards.

F2.4 Allergen and Ingredient Disclosure

The Service Provider shall disclose ingredients and known allergens (including but not limited to nuts, dairy, gluten, eggs, seafood, soy) on the Listing and on packaging in accordance with FSSAI regulations. The Service Provider shall not make false or unverifiable health, nutritional or therapeutic claims.

F2.5 Liability

The Service Provider remains solely responsible for any food-related illness, allergic reaction, contamination, spoilage or other harm arising from the Services. Bizzibo bears no liability for such matters.

F3.1 Application

This addendum applies to non-regulated professional services, consultants, trainers, coaches and educators, including (without limitation) business consultants, life coaches, career coaches, language tutors, music tutors, sports coaches, fitness trainers, yoga instructors, dance instructors, art instructors, and similar non-statutorily-regulated providers.

F3.2 Excluded Categories

This addendum does not authorise listing in respect of, and the Service Provider shall not list under it, any statutorily regulated profession, including: (a) advocates, legal practitioners and lawyers regulated by the Bar Council of India; (b) medical practitioners, dentists and allied healthcare professionals regulated by the National Medical Commission, Dental Council of India or other statutory health regulator; (c) chartered accountants, company secretaries, cost accountants regulated by their respective Institutes; (d) architects regulated by the Council of Architecture; (e) registered valuers regulated by the Insolvency and Bankruptcy Board of India; and (f) any other statutorily regulated profession to be added to a Phase 2 schedule when Bizzibo enables those categories. The Service Provider warrants compliance with this exclusion.

F3.3 Honest Self-Representation

The Service Provider shall (a) accurately describe its qualifications, experience and credentials; (b) not claim memberships, certifications or affiliations not actually held or current; (c) not make unverifiable performance, outcome or success claims; and (d) clearly disclose the scope and limits of the Services.

F3.4 Trainings Involving Minors

Where Services are rendered to or in the presence of minors (under the age of 18 years), the Service Provider shall: (a) require a parent or guardian to be present or to provide consent for each session; (b) not transport minors without parental consent; (c) not engage in private one-on-one communication with minors outside the platform-mediated channels except with parental consent; (d) refrain from any conduct that could constitute child abuse, neglect or endangerment; and (e) report to Bizzibo and to the appropriate authorities any incident or concern relating to child safety.

F3.5 Health and Fitness Services

Service Providers offering health, fitness, yoga or similar services shall: (a) not hold themselves out as qualified medical practitioners or provide medical advice; (b) clearly direct Customers with medical conditions to consult a qualified medical practitioner before engaging; and (c) maintain reasonable safety practices.

F3.6 Liability

The Service Provider remains solely responsible for any injury, loss or harm arising from the Services. Bizzibo bears no liability in respect of such matters.