AGENCY PARTNERSHIP AGREEMENT
Effective as of the date of Agency acceptance on the Platform.
This Agency Partnership Agreement ("Agreement") is made and entered into on the date of Agency acceptance on the Platform ("Effective Date") by and between:
Goovyral Innovations Private Limited, a company incorporated under the Companies Act, 2013, having its registered office at Flat No. 214, 1st Floor, Mahaveer Galaxy Apartment, Hemmigepura, Kengeri, Bangalore, Karnataka, India - 560060, acting through its authorized signatory ("GooVyral", "Company", "we", "us", or "our"); and
the travel agency that accepts this Agreement on the Platform (legal name, entity type, and registered office as provided during Agency registration and verification), acting through its authorized signatory ("Agency", "you", or "your").
GooVyral and the Agency are individually a "Party" and collectively the "Parties".
1. Purpose and relationship
1.1 The Agency desires to list, market, and offer travel-related services through the GooVyral marketplace platform.
1.2 GooVyral operates solely as a technology-enabled marketplace and intermediary, unless expressly stated otherwise in writing.
1.3 This Agreement governs the commercial, operational, legal, data, and compliance relationship between the Parties for listings, bookings, payments, payouts, promotion, customer support, and related services.
1.4 Nothing in this Agreement shall create a partnership, joint venture, fiduciary relationship, franchise, or employment relationship between the Parties.
2. Definitions
For the purposes of this Agreement:
• "Platform" means the GooVyral mobile application, website, dashboards, APIs, tools, and related services.
• "Booking" means a reservation, confirmed order, or travel transaction initiated through the Platform.
• "Customer" means an end user who searches, compares, customizes, books, or reviews travel services.
• "Listing" means any travel package, itinerary, service, offer, or content published by the Agency on the Platform.
• "Commission" means the fee payable to GooVyral on completed or otherwise commissionable bookings.
• "Payout" means the amount payable to the Agency after deduction of Commission, taxes, refunds, chargebacks, penalties, and other agreed deductions.
3. Appointment and exclusivity
3.1 GooVyral appoints the Agency on a non-exclusive basis to list and offer travel services through the Platform.
3.2 The Agency shall not state or imply that it is an employee, partner, franchisee, or legal representative of GooVyral.
3.3 The Agency may sell services through other channels, provided that such activities do not breach this Agreement, the non-circumvention obligations herein, or any confidentiality obligation.
4. Agency eligibility and verification
4.1 The Agency represents and warrants that it is duly organized, validly existing, and authorized to conduct its business and perform its obligations under this Agreement.
4.2 The Agency shall complete and maintain KYC and verification documents as requested by GooVyral, including PAN, GST registration, incorporation details, address proof, bank account verification, licences, registrations, and such other documents as GooVyral may reasonably require.
4.3 GooVyral may reject, suspend, delist, or terminate any Agency that fails verification, provides false information, or does not meet the Platform's standards.
5. Agency obligations
The Agency shall:
• provide accurate, complete, lawful, and updated Listing content;
• ensure availability, pricing accuracy, and service feasibility before publishing any Listing;
• honor confirmed bookings unless cancelled in accordance with this Agreement or applicable law;
• maintain all licences, registrations, approvals, permits, and insurance required for its business;
• comply with consumer law, tourism law, GST law, tax law, anti-corruption law, and all other applicable laws;
• respond promptly to customer queries, complaints, and service issues;
• maintain adequate staff, systems, and service capability;
• not make misleading claims, false representations, or unfair trade practices;
• cooperate with GooVyral in resolution of disputes, chargebacks, and fraud issues;
• keep records as required under this Agreement and law;
• refrain from any act that may damage GooVyral's brand, reputation, or Platform integrity.
6. Listing obligations
6.1 The Agency shall ensure that each Listing is truthful, legally compliant, and not deceptive.
6.2 Each Listing shall clearly state inclusions, exclusions, itinerary, pricing, taxes, cancellation rules, refund rules, service dates, destination details, travel prerequisites, and any material restrictions.
6.3 The Agency shall update Listing content immediately when prices, availability, or service conditions change.
6.4 GooVyral may edit, hold, suppress, reject, or remove any Listing that violates this Agreement, Platform policies, or applicable law.
6.5 The Agency shall not use misleading keyword stuffing, fake urgency, false availability, or deceptive discount claims.
6.6 The Agency shall not publish any Listing without first ensuring that all legal disclosures required for that service category are included.
7. Booking and service responsibility
7.1 The Agency shall be solely responsible for the actual provision of travel services to Customers, including confirmations, vouchers, itinerary execution, service quality, substitutions, amendments, and support during travel.
7.2 GooVyral may facilitate discovery, booking, communication, and payment processing, but shall not be liable for service failure by the Agency except to the extent caused by GooVyral's own proven default.
7.3 The Agency shall not deny responsibility to Customers on the ground that the booking was made through the Platform.
7.4 The Agency acknowledges that customer-facing service complaints may be escalated through the Platform and that it remains responsible for prompt, fair, and lawful response.
7.5 The Agency shall ensure that its staff and representatives do not make promises inconsistent with the published Listing or platform terms.
8. Customer contract allocation
8.1 Unless otherwise expressly disclosed on the Platform, the customer's contract for the underlying travel service is between the Customer and the Agency.
8.2 GooVyral acts as the marketplace facilitator and communications/payment intermediary to the extent described in this Agreement.
8.3 The Agency shall not contend that GooVyral is the principal service provider merely because the booking was routed or paid through the Platform.
8.4 The Agency shall independently perform all obligations owed to the Customer under the applicable booking terms, law, and service promise.
9. Commission
9.1 The Agency shall pay Commission to GooVyral on completed or otherwise commissionable bookings at the rates mutually agreed and reflected in the Commission Schedule or commercial dashboard.
9.2 Unless otherwise agreed in writing:
• Domestic bookings: 12% commission plus applicable GST on commission.
• International bookings: 17% commission plus applicable GST on commission.
9.3 Commission shall be calculated on the net amount actually realized from the booking, excluding amounts expressly excluded under the Commission Schedule, if any.
9.4 GooVyral may revise Commission rates upon prior written notice as per the commercial terms or renewal cycle, subject to the Parties' agreement.
9.5 Commission shall remain payable notwithstanding cancellation, refund, reversal, or chargeback where the underlying cause is attributable to the Agency, its default, or its breach, subject to lawful set-off and the final agreed accounting.
9A. Agency Subscription Plans
9A.1 In addition to the Commission applicable to bookings under Clause 9, the Agency may select a GooVyral subscription plan for enhanced marketplace visibility, platform features, promotional benefits, or other benefits communicated by GooVyral from time to time.
9A.2 The subscription plans currently available are:
9A.3 The Agency may select either the Elite Plan or the Premium Plan, subject to the applicable commercial terms, availability, and successful payment of the applicable subscription fee.
• Premium Plan - 3 months: ₹1,999 + GST @ 18% (₹359.82) = Total Payable ₹2,358.82.
• Elite Plan - 3 months: ₹2,999 + GST @ 18% (₹539.82) = Total Payable ₹3,538.82.
9A.4 Subscription fees are separate from and in addition to the Commission payable under Clause 9, unless GooVyral expressly agrees otherwise in writing.
9A.5 Subscription fees are payable for the selected three-month subscription period and are subject to applicable taxes. Unless expressly stated otherwise in writing, payment of a subscription fee does not guarantee any minimum number of bookings, leads, revenue, rankings, conversions, or business outcomes.
9A.6 GooVyral may communicate the features, benefits, visibility, placement, and other entitlements associated with each subscription plan through the Platform, commercial dashboard, order form, or written communication. Such benefits may be subject to reasonable Platform policies and availability.
9A.7 Any upgrade, downgrade, renewal, cancellation, refund, or change to a subscription plan shall be governed by the applicable subscription terms communicated by GooVyral at the time of purchase or renewal.
9A.8 GooVyral may revise subscription pricing or plan features for future subscription periods by providing the Agency with reasonable prior notice. Changes shall not retrospectively alter a subscription period already paid for, except where required by law or expressly agreed by the Agency.
10. Payout and settlement
10.1 GooVyral shall remit payouts to the Agency after deducting Commission, applicable taxes, refunds, chargebacks, penalties, service adjustments, and other contractually permitted deductions.
10.2 Payouts may be processed within the cycle disclosed by GooVyral, subject to verification, cancellation windows, refund risk, and reconciliation requirements.
10.3 GooVyral may withhold or delay payouts where there is a complaint, refund request, chargeback, suspected fraud, legal hold, regulatory issue, documentation deficiency, or accounting discrepancy.
10.4 The Agency shall ensure that its bank account details remain accurate and updated at all times.
10.5 Any bank charges arising from incorrect banking details provided by the Agency shall be borne by the Agency.
10.6 Interest on overdue amounts may be charged at the rate agreed in the Commission Schedule if any undisputed amount remains unpaid beyond the agreed due date.
11. Refunds and cancellations
11.1 The Agency shall maintain clear cancellation and refund terms for each Listing and shall ensure such terms are displayed on the Platform before booking.
11.2 Where a refund is due because of Agency cancellation, service failure, non-fulfillment, overbooking, or any other Agency default, the Agency shall bear such refund obligation unless otherwise agreed in writing.
11.3 GooVyral may assist in coordinating refunds, but such assistance shall not transfer primary responsibility away from the Agency except where required by law or expressly agreed.
11.4 The Agency shall promptly cooperate in refund processing and shall provide documents and confirmations required for settlement.
11.5 The Agency shall reimburse GooVyral for any refund amount paid or credited by GooVyral on behalf of the Agency within the agreed period.
11.6 The Agency shall not dispute a refund right lawfully exercised by a Customer where the service was not rendered or was materially deficient.
12. Chargebacks and reversals
12.1 The Agency shall bear the economic loss, bank charge, reversal fee, and dispute cost arising from chargebacks or payment reversals attributable to the Agency, its conduct, its service failure, or its false representation.
12.2 GooVyral may debit, set off, or adjust such amounts against pending payouts or other sums due to the Agency.
12.3 The Agency shall cooperate fully in chargeback defenses and provide all supporting records within the requested time.
12.4 If a chargeback is sustained due to Agency fault, the Agency shall indemnify GooVyral for all related losses and costs.
13. Customer complaints and support
13.1 The Agency shall designate responsible personnel to handle customer support, escalations, and service recovery.
13.2 The Agency shall respond to customer complaints and grievance escalations within the timelines required by applicable law and Platform policy.
13.3 GooVyral may escalate unresolved matters, suspend Listings, or withhold payouts where complaint volumes, customer harm, or service deficiencies justify such action.
13.4 The Agency shall maintain complaint logs and resolution status records.
13.5 The Agency shall not ignore, refuse, or delay complaint handling in a manner that could expose GooVyral to liability or regulatory scrutiny.
14. Service levels
14.1 The Agency shall acknowledge booking queries, quote requests, and escalations promptly and in any event within the service timelines specified by GooVyral.
14.2 The Agency shall not unreasonably delay confirmations, vouchers, or customer responses.
14.3 Repeated failure to meet service levels shall constitute a material breach.
14.4 The Agency shall maintain an escalation contact available during business hours and during travel operations where reasonably required.
15. Non-circumvention and non-solicitation
15.1 The Agency acknowledges that all Customers, leads, and business opportunities introduced through the Platform are proprietary commercial opportunities of GooVyral and shall not be circumvented.
15.2 During the term of this Agreement and for a period of 24 months after termination or expiry, the Agency shall not, directly or indirectly:
• bypass GooVyral to contract with, solicit, or invoice Customers introduced through the Platform for substantially similar services without GooVyral's prior written consent;
• induce or encourage any such Customer to move off-platform for the purpose of avoiding Commission or platform fees;
• solicit, divert, or interfere with any business opportunity introduced by GooVyral.
15.3 The Agency shall not use platform-generated customer information to bypass GooVyral.
15.4 This clause is intended to protect legitimate business interests and shall survive termination.
15.5 Any off-platform contact initiated by a Customer shall not be used by the Agency to circumvent GooVyral where the customer relationship originated through the Platform.
16. Anti-solicitation of personnel and partners
The Agency shall not, during the term and for 12 months thereafter, directly solicit for employment or engagement any material employee, consultant, or contractor of GooVyral with whom the Agency had material contact through the Platform, except with prior written consent.
17. Data protection and privacy
17.1 The Agency shall use Customer data only for legitimate booking, service, support, tax, and compliance purposes.
17.2 The Agency shall not sell, misuse, unlawfully disclose, or retain Customer data beyond what is necessary for the booking or required by law.
17.3 Where the Agency receives personal data through the Platform, it shall maintain appropriate confidentiality and security safeguards and comply with GooVyral's privacy and data processing requirements.
17.4 If required, the Agency shall enter into a separate data processing agreement with GooVyral.
17.5 The Agency shall immediately notify GooVyral of any personal data breach, unauthorized access, or data misuse affecting Platform data.
17.6 Upon completion of the relevant service and where retention is no longer legally required, the Agency shall delete or return Customer data as instructed by GooVyral or required by law.
18. Confidentiality
18.1 Each Party shall keep confidential all non-public commercial, technical, pricing, customer, business, and operational information received from the other Party.
18.2 Confidential information shall not be disclosed except as required to perform this Agreement, comply with law, or with prior written consent.
18.3 This clause shall survive termination.
18.4 The Agency shall not use GooVyral's confidential information for competing, bypassing, or solicitation purposes.
19. Intellectual property and brand use
19.1 GooVyral owns all rights in the Platform, brand, software, and related materials.
19.2 The Agency retains ownership of its pre-existing materials, subject to the license granted to GooVyral to display, market, and promote Listings on the Platform.
19.3 The Agency grants GooVyral a perpetual, non-exclusive, worldwide, royalty-free licence to use the Agency's name, logos, images, package content, service descriptions, and promotional materials for Platform marketing, listing, customer communication, and transaction fulfilment.
19.4 The Agency shall not use GooVyral's trademarks, logos, brand assets, or marketing materials except as expressly approved in writing and in accordance with brand guidelines.
19.5 Any misuse of GooVyral branding shall constitute a material breach.
19.6 All marketing campaigns, discounts, banner placements, and promotional claims using GooVyral's name shall require prior written approval, unless pre-approved under a written campaign plan.
20. Representations and warranties
The Agency represents and warrants that:
• it has full power and authority to enter into this Agreement;
• all information provided to GooVyral is true and not misleading;
• it holds all registrations, licences, and approvals required for its services;
• its services will be performed with due care, skill, and in compliance with law;
• its Listings will not infringe third-party rights or violate law;
• it will not engage in fraud, unfair trade practices, or deceptive conduct;
• it has adequate systems, personnel, and controls to perform its obligations;
• it has not been blacklisted by any regulator or materially relevant platform without disclosure;
• it will not make unauthorized public statements regarding GooVyral.
21. Anti-bribery and anti-corruption
21.1 The Agency shall comply with all applicable anti-bribery, anti-corruption, anti-fraud, and anti-money laundering laws.
21.2 The Agency shall not offer, promise, authorize, or give any improper payment, benefit, or inducement in connection with the Platform, Customers, or any public or private person.
21.3 Any breach of this clause shall be deemed a material and incurable breach.
22. Insurance
22.1 The Agency shall maintain, at its own cost, such insurance coverage as is customary and prudent for its business, including where applicable professional indemnity, public liability, errors and omissions, travel-related liability, and employee insurance.
22.2 Upon request, the Agency shall furnish proof of insurance coverage.
22.3 Failure to maintain adequate insurance shall be a material breach.
23. Records and audit
23.1 The Agency shall maintain accurate records of bookings, invoices, customer communications, refunds, cancellations, disputes, vouchers, and service fulfillment for at least 8 years or such longer period as required by law.
23.2 GooVyral may audit the Agency's compliance with this Agreement, including Listing accuracy, booking records, payout reconciliation, refund handling, customer support logs, and KYC compliance.
23.3 The Agency shall provide reasonable cooperation, documents, and access necessary for such audit.
23.4 Material discrepancies discovered during audit may result in correction, withholding of payout, recovery of sums, suspension, or termination.
23.5 The Agency shall cooperate with any regulatory inquiry, consumer authority request, or lawful investigation relating to bookings or Customer complaints.
24. Subcontracting restriction
24.1 The Agency shall not subcontract, delegate, or outsource any material obligation under this Agreement without GooVyral's prior written consent.
24.2 Any approved subcontractor shall be bound by written obligations no less stringent than those in this Agreement regarding confidentiality, data protection, security, compliance, and service standards.
24.3 The Agency shall remain fully liable for all acts and omissions of any approved subcontractor as if they were its own.
24.4 No subcontracting shall relieve the Agency of its obligations or liability.
25. Fraud, abuse, and blacklisting
25.1 If the Agency engages in fake bookings, fake reviews, refund abuse, customer manipulation, price manipulation, repeated service failures, or other fraudulent conduct, GooVyral may immediately suspend or terminate the Agreement and delist the Agency.
25.2 GooVyral may place the Agency on an internal risk or blacklist register, subject to law and internal policy.
25.3 The Agency shall not contest suspension where urgent action is necessary to prevent consumer harm, fraud, or reputational damage.
26. Material adverse conduct
GooVyral may suspend or terminate this Agreement immediately if the Agency engages in conduct that, in GooVyral's reasonable opinion, creates material legal, financial, operational, compliance, security, or reputational risk to GooVyral or the Platform.
27. Suspension and termination
27.1 GooVyral may suspend or terminate this Agreement immediately, without liability, if the Agency:
• breaches this Agreement;
• engages in fraud or misconduct;
• fails verification;
• receives excessive consumer complaints;
• violates law;
• damages GooVyral's reputation or Platform integrity;
• fails to meet service standards;
• becomes insolvent or unable to perform.
27.2 Either Party may terminate this Agreement without cause by giving 30 days' prior written notice, unless a shorter notice is required due to risk or breach.
27.3 Upon termination, the Agency shall cease using the Platform, remove unauthorized references, settle outstanding amounts, and cooperate in pending customer matters.
27.4 Termination shall not affect accrued rights, pending refunds, chargebacks, indemnities, confidentiality, dispute resolution, or any clause intended to survive.
28. Force majeure
Neither Party shall be liable for delay or failure in performance caused by events beyond reasonable control, including natural disasters, acts of God, war, riots, governmental action, strikes, pandemics, supplier collapse, cyberattacks, or network outages, provided that the affected Party promptly notifies the other Party and uses reasonable efforts to mitigate the effect.
28.1 The affected Party shall notify the other Party as soon as reasonably practicable and in any event within 48 hours of becoming aware of the force majeure event.
29. Limitation of liability
29.1 GooVyral shall not be liable for indirect, incidental, special, exemplary, or consequential damages arising from this Agreement.
29.2 GooVyral's aggregate liability, if any, shall be limited to the amount of Commission actually received by GooVyral from the relevant booking giving rise to the claim, except where such limitation is prohibited by law.
29.3 Nothing in this clause shall exclude liability for fraud, wilful misconduct, or liabilities that cannot legally be excluded.
30. Indemnity
The Agency shall indemnify, defend, and hold harmless GooVyral, its directors, officers, employees, affiliates, agents, successors, and assigns from and against all claims, losses, damages, liabilities, penalties, costs, and expenses (including reasonable legal fees) arising out of or relating to:
• breach of this Agreement;
• violation of law;
• inaccurate or misleading Listings;
• service failure, deficiency, cancellation, or negligence by the Agency;
• customer claims arising from the Agency's acts or omissions;
• infringement of intellectual property or other third-party rights;
• data breach or misuse caused by the Agency;
• anti-bribery or anti-corruption violation;
• non-compliance with record-keeping or insurance obligations;
• subcontractor misconduct;
• any promise or representation made by the Agency beyond approved terms.
31. Set-off
GooVyral may set off any amount owed by the Agency against any amount payable to the Agency, including commission overpayments, refund reimbursements, chargebacks, penalties, penalties under law, or third-party claims arising from the Agency's breach.
32. Governing law and dispute resolution
32.1 The Agreement shall be governed by and construed in accordance with the laws of India.
32.2 The Parties shall first attempt to resolve disputes amicably through senior management discussion.
32.3 Failing resolution, disputes shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator mutually appointed, failing which appointed in accordance with law.
32.4 The seat and venue of arbitration shall be Bengaluru, Karnataka, and the proceedings shall be conducted in English.
32.5 Subject to arbitration, the courts at Bengaluru shall have jurisdiction.
33. Notices
All notices shall be in writing and sent to the addresses and email IDs last notified by the Parties.
34. Miscellaneous
34.1 This Agreement constitutes the entire understanding between the Parties.
34.2 Amendments must be in writing and signed by both Parties.
34.3 If any provision is held invalid, the remainder shall continue in full force.
34.4 Failure to enforce any right shall not constitute waiver.
34.5 The Agency may not assign this Agreement without GooVyral's prior written consent.
34.6 This Agreement may be executed electronically and in counterparts.
34.7 Headings are for convenience only and shall not affect interpretation.
35. Survival
The following clauses shall survive termination or expiry: confidentiality, data protection, indemnity, limitation of liability, audit, records, non-circumvention, non-solicitation, chargebacks, set-off, dispute resolution, payment obligations, and any clause which by its nature is intended to survive.