Joinin

THIS AGREEMENT (“Agreement”) is made and executed in India on the day when the terms of this Agreement are accepted on the Joinin Partner portal (“Effective Date”).

BY AND BETWEEN

Aroti Ventures LLP (the "Company"), having its office at 31 Valencia Apartments, SV Road, Santa Cruz West, Mumbai- 400054

AND

("Service Provider"), refer to the definition mentioned in this agreement. Person / entity accepting the terms of this Agreement is deemed to be a ‘service provider’ for Joinin

WHEREAS the Company and the Service Provider shall be collectively referred to as the "Parties" and individually as “Party”

WHEREAS the Company is in the business of providing an online website / app (“Platform”). Company / Platform is solely a marketplace entity and not the seller / service provider under CPA-2019 or any other associated act / law. The platform operates under the name ‘Joinin’ (™) and is solely owned by Aroti Ventures. “Company”, “Platform”, “Joinin” / “Aroti” may have been interchangeably used in this Agreement.

WHEREAS, Service Provider is in the business of providing one of the following (considered as ‘Services’ under this Agreement):

online / offline classes,
Online / offline workshops
Experiences / hostings
Online / offline Events, etc.
Service Provider and has agreed to appoint the Company to list, conduct and manage and facilitate its services through the Company’s Platform;

WHEREAS, the Company wishes to be provided with the Services (defined below) by the Service Provider and the Service Provider agrees to provide the Services to the Company’s end users for booking and participation (“Customer”) on the terms and conditions of this Agreement.

SERVICES AGREED TO BE PROVIDED

The Service Provider shall provide their Services in accordance with the terms and conditions of this Agreement.
Service Provider agrees that the Company is only offering booking of the Service Provider’s Services and the sale of the Services shall at all times be deemed concluded between the Customer and the booking confirmation provided to the Customer shall be on behalf of the Service Provider.
The Service Provider shall provide the Company with all details of its Services booked through the Platform minimum 3 weeks prior to the date of Service in the duly filled up form provided by the Platform.

The Service Provider agrees that the Services performed by them through the Company’s Platform shall be their sole responsibility and the Company only provides them a Platform to list their Services. Service Provider assumes all risks including insurance for events.

Permissions, Licenses and; Legal

Regulatory Approvals: The Service Provider shall obtain and maintain all permissions, licenses and approvals required for the event, including but not limited to police permissions, fire safety clearance, electrical approvals, venue NOCs, municipal permissions, and music licensing (IPRS, PPL or equivalent). Failure to obtain such approvals shall be solely attributable to the Service Provider.

Circumvention: The Service Provider undertakes that it shall not, directly or indirectly:

(i) redirect Customers from the Platforms to any offline or alternative booking channel;

(ii) offer differential pricing, benefits or incentives to Customers for booking outside the Platforms;

(iii) solicit Customers booked through the Platforms to transact directly with the Service Provider for the same or similar events.

(iv)contact Customers for marketing, promotion, or any commercial purpose outside the Services without prior written consent of Company.

Any breach of this clause shall constitute a material breach and entitle Company to immediate termination and recovery of losses.

Content and Conduct: The Service Provider represents that the Services provided shall not contain any obscene, defamatory, illegal, infringing, hateful or socially offensive content and shall not violate any applicable law or public order.

Company reserves the right to suspend, modify or de-list the Services if it reasonably believes that the Services may harm its goodwill, brand reputation or public perception.

FEES AND OTHER CHARGES:
1. The compensation structure under the Agreement shall be governed as per Schedule A.
2. The Parties hereby agree that the standard commission rates and commercial terms set forth in Schedule A shall not be applicable to any customized events, Joinin Exclusive, corporate bookings, or B2B offline events facilitated through the Company
3. All such specialized engagements described above shall be governed exclusively by the terms, conditions, and fee structures set forth in Schedule B

TAXES:

General Allocation of Taxes: Each Party shall be solely responsible for, and shall bear and pay, all taxes, duties, levies, cess and other statutory charges arising under or in connection with this Agreement in accordance with applicable law, including any taxes applicable to the supplies made or income earned by such Party.

Amounts Exclusive of Taxes: All fees, charges, commissions and other amounts payable under this Agreement (including those specified in Schedule A) are exclusive of all applicable taxes, unless expressly stated otherwise. Taxes shall be charged additionally and shall be payable by the receiving Party in accordance with applicable law.

Commission Deduction and Net Settlement

The Service Provider hereby acknowledges and agrees that the Platform’s Commission, service fees, and any other applicable charges (collectively the “Commission”), as specified in Schedule A, shall be deducted by the Company directly from the gross booking amounts prior to the remittance of the Net Payout. The Service Provider further acknowledges that this mechanism of deduction results in a net remittance, and that the Service Provider remains the primary supplier of services to the Customer.

Platform’s Obligation to Withhold Tax

In its capacity as an e-commerce operator, the Company shall withhold tax at the prescribed rate (currently 0.1%) on the gross value of sales or services facilitated through the Platform on behalf of the Service Provider. This amount shall be deducted from the gross booking revenue prior to the remittance of any Net Payout to the Service Provider. The Company shall deposit this withheld tax with the appropriate government authorities and provide the Service Provider with a corresponding tax certificate in accordance with statutory timelines to facilitate the Service Provider's tax credit claims

Independent Obligation to Withhold and Deposit

Notwithstanding that the Commission is retained by the Company at the point of settlement, the Service Provider remains the “person responsible for paying” such Commission within the meaning of Section 393 of the Income-tax Act, 2025 (or any other applicable statutory provision)

Accordingly, the Service Provider shall be solely liable to deposit the requisite Tax Deduction at Source (“TDS”) from its own funds to the credit of the Central Government under the Permanent Account Number (PAN) of the Company.

Reimbursement Contingent upon Certification

The Company shall reimburse the Service Provider for the TDS amount so deposited, or provide a corresponding credit against future settlements, subject to the following conditions precedent

The Service Provider furnishes a valid TDS Certificate to the Company within the statutory timelines prescribed under the Income-tax Act,
Such TDS credit is successfully verified as being reflected in the Company’s Form 26AS or Annual Information Statement (AIS)

Statutory Compliance and Indemnity

The Service Provider shall be solely responsible for the timely and accurate deduction, deposit, and reporting of TDS

The Service Provider shall defend, indemnify, and hold harmless the Company from and against any interest, penalties, disallowances, or legal liabilities arising from the Service Provider’s failure to comply with these withholding and reporting obligations.

Company Status as Recipient

The Parties reaffirm that since the Commission constitutes the income of the Company, the Company shall have no obligation to deduct TDS in respect of such amounts, as it is the recipient and not the payer of the Commission

DEFINITION OF GST

For the purposes of this Agreement, "GST" shall mean and include the Central Goods and Services Tax ("CGST"), the State Goods and Services Tax ("SGST"), the Union Territory Goods and Services Tax ("UTGST"), the Integrated Goods and Services Tax ("IGST"), Compensation Cess, and any other taxes, levies, surcharges, or contributions imposed under any GST legislation in India, as amended, substituted, or re-enacted from time to time.

CHARACTERISATION OF PARTIES FOR GST PURPOSES

The Company – E-Commerce Operator

The Company (Aroti Ventures LLP, operating the "Joinin" Platform) is an e-commerce operator as defined under Section 2(45) of the CGST Act, 2017. The Company provides a digital marketplace that facilitates the discovery, booking, and payment for the Service Provider's offerings (including events, classes, workshops, and experiences). The Company is not the seller or service provider of the primary service supplied to the Customer and does not assume any GST liability in respect of the ticket or event supplies made by the Service Provider through the Platform. The Company's own taxable supply consists exclusively of the facilitation or intermediary service rendered to the Service Provider/ Final Customer, in respect of which the Company charges a commission or platform fee.

The Service Provider – Principal Supplier

The Service Provider is the principal and registered taxable person supplying ticket or event services directly to the Customer through the Platform. As the seller of record, the Service Provider bears the primary and sole GST liability on the full value of the ticket or service supplied to the Customer. The Service Provider is solely responsible for GST registration, correct classification, invoicing, collection, and remittance in connection with its supplies.

DUAL TAXABLE SUPPLY FLOW

The Parties acknowledge and agree that GST applies to two distinct and independent supply flows under this Agreement:

Supply A – Primary Service (Ticket / Event): Service Provider → Customer. GST liability rests entirely with the Service Provider

Supply B – Facilitation / Intermediary Service (Platform Fee / Commission): Company → Service Provider/ Final Customer. GST liability rests entirely with the Company

TAX COLLECTED AT SOURCE (TCS)

Statutory Obligation and Rate

In accordance with Section 52 of the CGST Act, 2017, the Company, being an e-commerce operator, shall collect TCS on the net taxable value of all taxable supplies of tickets or events made by the Service Provider through the Platform, at the rate of 1% (comprising 0.5% CGST + 0.5% SGST for intra-State supplies, or 1% IGST for inter-State supplies), or at such other rate as may be prescribed under applicable law from time to time

Deposit and Statutory Reporting

The Company shall: deposit the TCS so collected with the appropriate Government authority within the timelines prescribed under applicable GST law;

file Form GSTR-8 in respect of TCS collected, within the prescribed due dates; and subject to proper filing by the Company, ensure that the corresponding TCS credit is reflected in the Service Provider's GSTR-2B and is available for utilisation by the Service Provider in accordance with applicable GST law.

Nature of TCS; Service Provider's GST Liability

The TCS deducted by the Company does not substitute, discharge, or reduce the Service Provider's GST liability in respect of its supplies. TCS is solely an advance credit mechanism under the CGST Act, 2017, and its deduction shall not relieve the Service Provider of its obligation to charge, collect, and remit GST at the applicable rate (currently 18%) on the gross value of all ticket or event services supplied to Customers through the Platform

GST ON FACILITATION SERVICE (COMMISSION / PLATFORM FEES)

Taxability of Commission

All commissions, platform fees, and other charges payable by the Service Provider to the Company under this Agreement are exclusive of GST. The Company shall charge GST at the applicable rate (currently 18%) separately on the value of its commission or platform fees, and the Service Provider shall pay such GST in addition to the amounts payable under Schedule A.

Booking / Convenience Fee on Customers

Any booking fee, convenience fee, or similar charge levied by the Company on Customers shall independently attract GST at the applicable rate (currently 18%). Such fees constitute a separate taxable supply by the Company, and the Company shall be solely responsible for GST thereon.

Input Tax Credit on Commission Invoice

The Service Provider, if registered under GST and otherwise eligible, may claim Input Tax Credit ("ITC") on the GST charged by the Company on its commission or platform fee invoices, subject to compliance with Section 16 of the CGST Act, 2017. Availability of ITC is conditional upon:

the Company having filed its applicable GST returns and deposited the GST so charged;
the invoice being reflected in the Service Provider's GSTR-2B; and
the Service Provider fulfilling all other conditions prescribed under applicable GST law

INVOICING RESPONSIBILITIES

Tax Invoice by Service Provider

The obligation to issue the tax invoice for the primary service rests solely with the Service Provider. The Company is under no obligation to issue, and shall not issue, any tax invoice to the Customer in respect of the Service Provider's supplies.

Tax Invoice by Company

The Company shall issue a valid GST tax invoice to the Service Provider exclusively in respect of its commission or platform fees, reflecting the applicable GST charged thereon. Such invoice shall constitute the basis for the Service Provider's ITC claim, and the Service Provider shall ensure that the particulars set out therein are correctly reflected in its GST returns

ITC DENIAL – SERVICE PROVIDER'S RESPONSIBILITY

Any denial, restriction, reversal, or non-availability of ITC (including TCS credit) to the Service Provider arising from or attributable to:

incorrect or incomplete information furnished by the Service Provider;
delayed or incorrect filing of GST returns by the Service Provider;
mismatch of invoices or returns attributable to the Service Provider; or
any non-compliance, misclassification, or default on the part of the Service Provider
shall be solely to the account of the Service Provider. The Company shall not be liable for any such loss, denial, or reversal of ITC, except to the extent directly and solely caused by the Company's failure to deposit TCS collected by it in accordance with applicable GST law

Tax Indemnity and Recovery Rights: If any governmental or tax authority seeks to recover from the Company any amount whatsoever—including but not limited to GST, interest, penalty, fine, fee, TCS mismatch liability, or related charges—arising out of or attributable to any act, omission, misreporting, misclassification, or non-compliance of the Service Provider in relation to supplies made through the Platform, then:

(i) the Company shall have the unconditional and irrevocable right to deduct, set-off, or adjust such amounts (including reasonable legal, professional, and enforcement costs) from any monies payable or becoming payable to the Service Provider; and

(ii) where no such amounts are payable to the Service Provider, the Service Provider shall, upon written notice, promptly and fully reimburse the Company for such amounts.

Cancellation, postponement and refunds:

(a) The Service Provider shall be solely responsible for any cancellation, postponement, rescheduling or modification of the Services for any reason whatsoever. Refer to refund policy on the Joinin website

(b) The Service Provider acknowledges that it is the “seller/service provider” of the Services for the purposes of the Consumer Protection Act, 2019 and applicable E-Commerce Rules, and the Company acts only as a marketplace platform facilitating bookings and payments.

(c) All consumer claims, disputes, refunds, compensation, penalties or liabilities arising out of or relating to cancellation, postponement, denial of entry, partial performance or non-performance of Services shall be the sole responsibility of the Service Provider, without any recourse to the Company. Service Provider shall resolve all customer complaints within 24 hours, failing which Company may, at its discretion, issue refunds, impose penalties, suspend listings, or terminate this Agreement.

(d) Any platform fee, convenience fee or service charge collected by the Company shall be non-refundable, unless such refund is required solely due to a technical failure attributable to the Company.

(e) The Service Provider shall indemnify and hold harmless the Company from any claims, notices, proceedings or penalties arising under the Consumer Protection Act, 2019 or otherwise, in connection with cancellation or refund of Services

TERM AND TERMINATION

This Agreement will be valid from date of execution till mutually agreed, unless it is terminated earlier in accordance with this Agreement.
Company may terminate this Agreement at any time, with or without reason and without incurring any additional liability, by giving the Service Provider a prior written notice.
Upon termination (or if requested by Company, during a termination notice period), Service Provider shall provide a proper handover to Company. Service Provider reasonably cooperates with Company on request with respect to such client even if such request is made after the effective date of termination.

REPRESENTATION & WARRANTY

The Service Provider represents, warrants and undertakes that:

It will perform the services with reasonable care and professional skill and diligence;
The services shall materially match the description of the Services in this Agreement and shall be fit for intended purpose;
The Services shall be performed by appropriately qualified and trained personnel, and comply with the applicable laws and generally accepted standards for provision of services of this nature including but not limited to provision of safe environment, compliance with fire safety norms etc;
the content of its Services being uploaded on the Platform are accurate;
It will ensure the safety of the Customers throughout the Services and undertake necessary measures and actions for such purpose and be solely responsible for any loss, damage or injury caused to the Customer without any recourse to the Company;
It will not, directly or indirectly (I) accept any unlawful contribution, gift, entertainment from any of the Company official or Service Provider or their representatives; (ii) accept any bribe, rebate, payoff, influence payment, kickback or other unlawful payment;
Has taken all necessary action to authorize the execution and consummation of this Agreement and will furnish satisfactory evidence of the same upon request;
Has taken all action and approvals necessary (or will have by the date of execution) to execute and deliver and to perform its obligations under this Agreement;
they shall always follow the prescribed practices, procedures and policies of the Company (as amended from time to time);
The Services provided by the Service Provider to the Company under this Agreement will not infringe or violate any intellectual property rights or other right of any third Party.
No claims arising under this Agreement shall be brought as a class, collective or representative action against the Company.
In the event of any deficiencies in the Services the Company shall report the same to the Service Provider, in writing. The Service Provider shall, at the option of Company, re-perform the non-conforming Services or refund the amount of the fees allocable to such non-conforming Services to the Company.

INTELLECTUAL PROPERTY RIGHTS

Company exclusively owns all the intellectual property rights in the Company services and brands. Nothing in this Agreement grants to Service Provider any rights over any part of Company services or brands except for a limited use only to the extent agreed under this Agreement.
Service Provider may use Company brands, only if, expressly permitted by Company in writing and subject to Service complying with Company’s branding guidelines as Company may from time to time notify Service Provider, in writing.
Service Provider grants the Company a non-exclusive, royalty free, worldwide license to use, reproduce, distribute and promote its Services.
Any goodwill generated by Service Provider’s permitted use of Company Services and brands and Service Provider’s performance of the Services, inure exclusively to Company.

CONFIDENTIALITY

Service Provider shall hold Confidential Information in confidence and, except with the prior written consent of the Company, neither use it for any purpose other than the performance of this Agreement nor disclose it to any person whose knowledge of such Confidential Information is not necessary for Service Provider ’s performance of this Agreement (each a Permitted Recipient). Service Provider will procure that each Permitted Recipient complies with these confidentiality obligations and shall be liable for their failure to do so. These confidentiality obligations do not apply to information which is already in the public domain or comes into public domain through no fault of Service Provider or Permitted Recipients. Confidential Information means all information except those excluded afore in this paragraph whether commercial, financial, legal or otherwise (including the terms and conditions on which the Company carry out their activities and professional philosophies that Service Provider may come to know regarding the Company or its affiliates), which is accessed by Service Provider or that comes into Service Provider ’s possession, or the possession of Service Provider ’s representatives or persons acting under Service Provider ’s control or direction in the course of performance of this Agreement.
Upon this Agreement coming to an end, Service Provider will return to the Company all Confidential Information held by Service Provider without keeping any copy / back-up with itself except to the extent required by law.
Service Providers obligation to maintain confidentiality will survive expiry / termination of this Agreement.

INDEMNITY

The Service Provider shall defend, indemnify and hold harmless the Company, its affiliates and each of their directors, employees, representatives and agents from any or all damages, claims, liabilities, costs (including reasonable legal costs), expenses, fines, penalties or losses caused, suffered or incurred by the Company on account of or relating to:

Service Provider ’s failure to comply with applicable law;
any damage or loss caused to Company because of Service provider not complying with prescribed practices, procedures and policies of the Company (as amended from time to time);
any damage or loss caused to Company or any property of Company by any act or omission of the Service Provider.
any breach by Service Provider or its personnel of the terms, obligations assumed under, or the representations or warranties provided under this Agreement;
claims of Infringement of any third-party intellectual property rights; or
any claim raised against Company because of any act of misrepresentation, fraud, willful misconduct or gross negligence by the Service Provider.
any of Service Provider personnel claiming employment or related rights with Company.

LIMITATION OF LIABILITY:

Notwithstanding anything contained under this Agreement, neither Party will be liable to the other in contract, tort (including negligence) for any special, indirect, consequential, exemplary, punitive or special losses not for loss of revenue, business profits, interests or anticipated savings, loss of goodwill or reputation, even if it has been advised of the possibility of such losses or damages, and regardless of the basis on which the related claim may be made.

Company’s aggregate liability under this Agreement for any and all claims, whether arising under contract, indemnity, tort, breach of statutory duty, contribution or otherwise for reasons solely attributable to the Company shall in no event exceed an amount equal to the total platform fees received by the Company by booking of Service Provider’s Services for the relevant event/Service under this Agreement.
In no event shall Company, nor any employee, officer, director , subcontractor, shareholder acting on behalf of Company shall be liable to any third party and/ or Customer.

AUDIT

During the Term of this Agreement and for three (3) years thereafter, Company or its designated third party agent may, at its reasonable discretion, and with reasonable prior notice (i) audit the Service Provider’s records and documentation related to its compliance with this Agreement, and (ii) examine and inspect the Service Provider’s facilities, as well as the facilities of any subcontractor engaged by the Service Provider for the provision of the Services subject to any third party confidentiality restrictions and obligations. The Service Provider shall provide all assistance reasonably requested by Company in relation hereto.

MISCELLANEOUS

Conflict of Interest: Service Provider confirms that it has established and follows reasonable procedures to identify conflicts of interest. If a conflict arises, Service Provider will notify the Company and take reasonable steps to protect the confidentiality of information.
Privacy: Service Provider will ensure that it has the consents of its personnel whose personal information Service Provider provides to the Company. Service Provider will not use any such personal information for any purpose other than the performance of this Agreement and shall comply with Company’s privacy obligations accessible at the Platform.
FORCE MAJEURE : Neither Party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, pandemic, epidemic,civil commotion or industrial dispute (“Force Majeure Event”). If such delay or failure continues for at least seven (7) days, the Company shall be entitled to terminate this Agreement by written notice.
GOVERNING LAW: This Agreement will be governed by and construed in accordance with the laws of India and the courts in New Delhi shall have exclusive jurisdiction over all disputes arising under this Agreement.
PUBLICITY: Service Provider agrees not to publicize the existence of this Agreement or any information relating to the Company or any of the Services performed hereunder without the Company’s prior written consent.
SURVIVAL: The Clause 5,6, 7, 8, 9 11 (b), 11 (d) , 11 (e),11 (g), 10.6 and 10.8 shall survive the expiration and/ or termination of this Agreement.
The Parties agree to comply with all applicable data protection and privacy laws, including the Information Technology Act, 2000, the rules framed thereunder, and the Digital Personal Data Protection Act, 2023 (“Data Protection Laws”).
All personal data of Customers collected through the Platform shall be owned by Company. The Service Provider shall not, directly or indirectly, access, store, use, process or exploit any Customer data except to the extent strictly necessary for fulfilment of the Services.
If any term or provision of this Agreement is determined to be invalid or unenforceable for any reason, it shall be adjusted rather than voided, if possible, to achieve the intent of the Parties to extent possible. In any event, all other terms and provisions shall be deemed valid and enforceable to the maximum extent possible.
All changes or modifications to the Agreement shall only be valid where set out in writing and signed by the authorized representatives of the Parties.
Service Provider cannot assign, novate or otherwise transfer or deal with their rights, benefits and/or obligations under this Agreement, without the prior written consent of the Company.
The Agreement constitutes a contract for the provision of Services and not a contract of employment. Nothing in the Agreement shall constitute or be construed as constituting or establishing any partnership or joint venture between the Parties for any purpose whatsoever.

ACCEPTED AND AGREED as of the Effective Date by both the parties. Acceptance is deemed via electronic confirmation by the Service Provider.

For specific conditions related to commission, payouts, payment terms, a separate ‘Schedule A’ will be sent via email to the Service Provider and will be mutually agreed between the two parties.

Note: Wherever applicable, a separate ‘Schedule B’ will be applicable for customized events, Joinin Exclusive, corporate bookings, or B2B offline events.