GG PRIME MASTER TERMS & CONDITIONS

Version 1.0

Effective Date: 1st July 2026

Issued By
Global Garner Sales Services Limited
(A Company incorporated under the Companies Act, 2013)

CHAPTER 1

INTRODUCTION & ACCEPTANCE OF TERMS

1.1 Purpose of this Agreement

These Terms & Conditions ("Agreement") constitute a legally binding agreement between Global Garner Sales Services Limited, including its subsidiaries, affiliates, successors, assigns, authorized representatives, technology partners, service providers, and permitted assigns (collectively referred to as the "Company", "Global Garner", "GG", "we", "our", or "us") and every individual or legal entity who accesses, registers, purchases, subscribes to, participates in, or otherwise uses GG Prime, its website, mobile applications, software products, digital platforms, promotional campaigns, referral programs, Perk Points, Shopping Credits, vouchers, merchant offers, technology solutions, SaaS products, ERP solutions, UPOS, Digital Marketing Services, Artificial Intelligence tools, business automation services, or any other products or services offered by the Company from time to time (collectively referred to as the "Services"). This chapter expands the introductory acceptance provisions already included in the existing GG Prime Terms.

This Agreement governs the relationship between the Company and every User from the moment the User first interacts with GG Prime and shall continue to apply for so long as the User accesses, uses, or derives any benefit from GG Prime or any related Service.

1.2 Acceptance of this Agreement

By doing any one or more of the following:

Visiting or browsing the GG Prime website;
Downloading or using any GG Prime mobile application;
Registering for GG Prime;
Purchasing a GG Prime Combo;
Completing payment for any GG Prime product or service;
Completing Know Your Customer (KYC) verification;
Activating or using UPOS, ERP, SaaS, websites, mobile applications, Digital Marketing Services, or any software provided by the Company;
Receiving or redeeming Perk Points, Shopping Credits, vouchers, cashback, coupons, merchant offers, promotional rewards, or referral incentives;
Participating in any promotional campaign, referral program, marketing campaign, event, training program, webinar, merchant program, or business initiative conducted by the Company; or
Continuing to access or use GG Prime after these Terms are updated,

the User confirms and agrees that:

a. the User has carefully read this Agreement;

b. the User has understood the contents of this Agreement;

c. the User voluntarily accepts every provision contained in this Agreement;

d. the User agrees to comply with this Agreement at all times;

e. this Agreement is legally binding upon the User.

1.3 If You Do Not Agree

If the User does not agree with any provision of this Agreement, the User must immediately discontinue the use of GG Prime and shall not register, purchase, activate, access, or use any product, software, service, promotional campaign, or benefit offered by the Company.

1.4 Electronic Acceptance

The User acknowledges and agrees that acceptance of this Agreement may be provided electronically.

Electronic acceptance includes, without limitation:

clicking "I Agree";
clicking "Accept";
ticking a checkbox;
completing online registration;
completing payment;
using any Service after publication of these Terms;
submitting KYC;
activating software;
redeeming promotional benefits; or
any other electronic action demonstrating acceptance.

The User agrees that such electronic acceptance shall have the same legal effect as signing a physical agreement.

1.5 Binding Nature

This Agreement shall be legally binding upon:

individual Users;
proprietorship concerns;
Hindu Undivided Families (HUF);
partnership firms;
Limited Liability Partnerships (LLPs);
private limited companies;
public limited companies;
trusts;
societies;
associations;
educational institutions;
government bodies (where permitted);
NGOs;
and every other legal entity using GG Prime.

Where any person acts on behalf of a business or organisation, such person confirms that they possess the necessary authority to bind that organisation to this Agreement.

1.6 Additional Policies

Certain products or services offered under GG Prime may be governed by additional policies, including but not limited to:

GG Perks Policy;
Voucher Policy;
Referral & Compensation Policy;
Software Licence Policy;
SaaS Implementation Policy;
Digital Marketing Policy;
Merchant Policy;
Privacy Policy;
Refund & Cancellation Policy;
Trial Licence Policy;
AI Usage Policy;
or any other policy published by the Company from time to time.

Such policies shall form an integral part of this Agreement.

Where any additional policy conflicts with this Agreement, the Company may determine which provision shall prevail, unless otherwise required by applicable law.

1.7 Amendments

The Company reserves the absolute right to amend, modify, replace, update, suspend, withdraw, or discontinue:

this Agreement;
any policy;
any promotional campaign;
any software;
any product;
any Service;
any pricing;
any eligibility criteria;
any promotional benefit;
any referral program;
any implementation policy;
any licence;
any merchant program;
or any other aspect of GG Prime,

at any time, in its sole discretion, subject to applicable law.

Any amendment shall become effective upon publication on the Company's website, mobile application, customer portal, or through any other communication channel considered appropriate by the Company.

Continued use of GG Prime after such publication shall constitute acceptance of the revised Agreement.

1.8 No Waiver

Failure or delay by the Company in exercising any right under this Agreement shall not constitute a waiver of that right.

Any waiver shall be valid only if made in writing by an authorized representative of the Company.

1.9 Entire Agreement

This Agreement, together with all applicable policies, schedules, annexures, promotional campaign rules, product-specific terms, Privacy Policy, Software Licence Policy, GG Perks Policy, and Referral & Compensation Policy, constitutes the complete agreement between the User and the Company concerning GG Prime.

It supersedes all previous discussions, advertisements, brochures, presentations, proposals, representations, emails, social media posts, verbal statements, promotional materials, or understandings relating to GG Prime, except where expressly incorporated into this Agreement in writing.

1.10 Language and Interpretation

This Agreement has been drafted in simple English to make it easily understandable by the general public.

Headings are provided for convenience only and shall not affect the interpretation of any provision.

Words importing the singular include the plural and vice versa.

Words importing one gender include every gender.

The terms "including", "such as", and similar expressions shall always mean "including without limitation."

If any ambiguity exists, this Agreement shall be interpreted in a manner that gives effect to its commercial purpose and the lawful operation of GG Prime.

Excellent. Below is the professionally drafted Chapter 2. This chapter is one of the most important chapters because it legally establishes what GG Prime is and, equally important, what GG Prime is not.

CHAPTER 2

ABOUT GG PRIME

2.1 Introduction

India is rapidly embracing digital transformation. Businesses of every size, including startups, professionals, retailers, traders, manufacturers, service providers, educational institutions, and Micro, Small and Medium Enterprises (MSMEs), are increasingly adopting technology to improve efficiency, customer experience, compliance, communication, automation, and business growth.

However, many businesses continue to hesitate before adopting modern digital solutions because commercial software products often require significant upfront investment, annual licence fees, implementation costs, customization expenses, employee training, and recurring maintenance charges. In many cases, once a commercial software licence is purchased, the licence fee is non-refundable even if the software ultimately does not meet the User's business requirements.

Recognizing these challenges, Global Garner Sales Services Limited has introduced GG Prime as a technology enablement and digital business adoption program that encourages businesses to experience, evaluate, and adopt modern technology solutions before making larger commercial investments. This reflects the purpose already described in the existing GG Prime Terms.

2.2 Purpose of GG Prime

The primary objective of GG Prime is to help individuals and businesses understand, experience, and adopt digital technologies through promotional campaigns designed by the Company.

GG Prime has been developed to encourage technology adoption by providing eligible Users with access to selected digital products, software solutions, business automation tools, shopping benefits, promotional rewards, merchant offers, digital marketing services, and other business support services offered by the Company.

GG Prime is intended to reduce the financial hesitation often associated with adopting new technology by allowing eligible Users to evaluate selected products and services under promotional campaigns before deciding whether to purchase a full commercial licence or continue using the services under the Company's prevailing commercial terms.

The Company believes that practical experience with technology enables businesses to make informed commercial decisions based on actual usage rather than marketing claims or demonstrations alone.

2.3 Nature of GG Prime

GG Prime is a commercial promotional program operated by Global Garner Sales Services Limited.

It is a technology-driven ecosystem designed to promote digital business adoption by providing access to products, software, business services, promotional offers, and related technology solutions.

Depending upon the applicable promotional campaign and the selected GG Prime Combo, eligible Users may receive access to one or more of the following:

UPOS (Universal Point of Sale)
ERP Solutions
CRM Software
Business Automation Software
Websites
Mobile Applications
E-commerce Solutions
Merchant Services
Digital Marketing Services
Artificial Intelligence enabled business tools
Promotional Trial Licences
GG Perk Points
Shopping Credits
Gift Vouchers
Food Vouchers
Discount Coupons
Cashback Offers
Merchant Offers
Loyalty Benefits
Promotional Rewards
Business Training Programmes
Business Networking Opportunities
Other products or services introduced by the Company from time to time.

The products, services, features, and promotional benefits available under GG Prime may vary depending upon the promotional campaign, selected package, geographical availability, technical feasibility, regulatory requirements, and operational considerations.

The Company reserves the right to introduce, modify, replace, upgrade, suspend, or discontinue any product, service, feature, benefit, or promotional campaign at any time in accordance with this Agreement.

2.4 Technology Adoption Programme

GG Prime is designed primarily as a technology adoption initiative.

The Company encourages Users to actively use the software, business tools, merchant platforms, shopping ecosystem, and digital services made available under GG Prime in their day-to-day business operations.

The Company's objective is not merely to distribute software licences but to help Users understand how technology can improve their business operations, customer management, sales processes, digital presence, marketing effectiveness, financial management, inventory control, communication, automation, and overall business productivity.

Accordingly, Users are encouraged to evaluate the practical suitability of the products and services before purchasing commercial licences or subscribing to additional services.

2.5 Promotional Nature of GG Prime

GG Prime operates through promotional campaigns announced by the Company from time to time.

Under such campaigns, eligible Users may receive promotional benefits including Trial Licences, promotional access to software, Perk Points, Shopping Credits, vouchers, cashback, merchant offers, discounts, loyalty benefits, referral incentives, recognition programmes, Digital Marketing Services, or other promotional benefits determined by the Company.

All promotional benefits are discretionary and are governed by:

these Terms & Conditions;
the applicable promotional campaign;
the GG Perks Policy;
the Referral & Rewards Policy;
the Voucher Policy;
and other applicable Company policies.

No promotional campaign shall create a permanent right in favour of any User.

The Company reserves the right to modify, suspend, replace, or discontinue any promotional campaign at any time.

2.6 Commercial Software

The User acknowledges that many software products, ERP systems, CRM platforms, websites, mobile applications, Artificial Intelligence solutions, and business automation systems offered by the Company have independent commercial value and are ordinarily available under separate commercial licence agreements.

The participation fee paid under GG Prime is a promotional participation fee for the applicable GG Prime Combo and shall not be interpreted as the commercial purchase price of any individual software product unless expressly stated otherwise by the Company.

Commercial pricing of software may vary depending upon:

selected product;
implementation scope;
customization;
number of users;
hosting requirements;
third-party integrations;
annual maintenance;
licence duration;
and prevailing commercial pricing.

2.7 No Investment Scheme

GG Prime is not:

an investment scheme;
a deposit scheme;
a money circulation scheme;
a prize chit;
a collective investment scheme;
a financial product;
a securities offering;
a crowdfunding platform;
a chit fund;
a cryptocurrency programme;
a multi-level investment programme;
or any other arrangement intended to generate passive financial returns.

Users participate in GG Prime solely for the purpose of obtaining access to products, software, technology services, business solutions, promotional benefits, and related commercial offerings made available by the Company.

2.8 No Guaranteed Income

The purchase or use of GG Prime does not guarantee:

income;
profit;
commissions;
business growth;
employment;
customers;
leads;
sales;
return on investment;
financial success;
business opportunities;
or any other commercial outcome.

Any promotional rewards, referral incentives, cashback, commissions, or recognition benefits that may be available under certain promotional campaigns shall always remain subject to the applicable eligibility criteria, verification procedures, Company policies, and these Terms & Conditions.

Individual results will vary depending upon the User's efforts, business activities, market conditions, product usage, customer acceptance, commercial strategy, and numerous other factors beyond the Company's reasonable control.

2.9 User Acknowledgement

By registering for GG Prime, every User expressly acknowledges that:

a. the User has understood the purpose of GG Prime;

b. the User is participating primarily to obtain access to technology products, software solutions, business services, and promotional benefits offered by the Company;

c. the User has not relied upon any promise of guaranteed income, guaranteed business success, or guaranteed financial return;

d. the User understands that software implementation, promotional campaigns, referral programmes, Perk Points, Shopping Credits, vouchers, cashback, Digital Marketing Services, and other promotional benefits shall always remain subject to the Company's prevailing policies and applicable eligibility conditions; and

e. the User agrees to use GG Prime in accordance with this Agreement and all applicable laws.

CHAPTER 3

DEFINITIONS

3.1 Purpose of Definitions

The definitions contained in this Agreement are intended to ensure consistency, clarity, and proper interpretation of these Terms & Conditions. Unless the context otherwise requires, the words and expressions defined below shall have the meanings assigned to them throughout this Agreement. These definitions build on the existing definition section in the GG Prime Terms while expanding them for greater legal certainty.

3.2 Company

"Company" means Global Garner Sales Services Limited, a company incorporated under the Companies Act, 2013, having its registered office in India, together with its holding companies, subsidiaries, affiliates, associate companies, successors, assigns, licensors, authorized representatives, franchisees, channel partners, service providers, employees, directors, officers, technology partners, merchant partners, and any other entity authorized by the Company to provide products or services under GG Prime.

3.3 GG Prime

"GG Prime" means the Company's promotional technology enablement and business solutions program through which eligible Users may receive access to software products, digital business tools, promotional offers, shopping benefits, Perk Points, vouchers, Trial Licences, referral programs, merchant offers, Digital Marketing Services, business solutions, training programmes, and other products or services announced by the Company from time to time.

GG Prime is a promotional commercial program intended to encourage technology adoption and business growth through the use of the Company's products and services.

3.4 User

"User" means any individual or legal entity that registers, purchases, accesses, activates, subscribes to, uses, or otherwise participates in GG Prime.

The term includes:

Individuals
Sole Proprietors
Partnership Firms
LLPs
Private Limited Companies
Public Limited Companies
Trusts
Societies
Associations
Educational Institutions
Government Organizations (where permitted)
NGOs
Any other legally recognized entity.

Where a User acts on behalf of a business or organization, the User confirms that he or she has the authority to bind that organization to this Agreement.

3.5 Customer

"Customer" means any User who purchases any GG Prime Combo, software licence, voucher, product, service, subscription, merchant offering, Digital Marketing Service, or any other commercial offering made available by the Company.

3.6 Participant

"Participant" means a User who voluntarily participates in any promotional campaign, referral program, merchant campaign, business development programme, loyalty programme, or other promotional initiative announced by the Company.

Participation in any promotional campaign is voluntary unless specifically stated otherwise.

3.7 GG Prime Combo

"GG Prime Combo" means the promotional package offered by the Company under GG Prime, which may include software products, promotional benefits, Trial Licences, Perk Points, vouchers, Shopping Credits, Digital Marketing Services, merchant benefits, referral eligibility, or any other products or services determined by the Company from time to time.

The contents of every GG Prime Combo may vary depending upon the applicable promotional campaign.

3.8 UPOS

"UPOS" means the Universal Point of Sale platform developed, licensed, or operated by the Company, together with its related applications, merchant services, digital commerce platform, shopping ecosystem, payment features, loyalty solutions, and future upgrades.

3.9 SaaS Products

"SaaS Products" means any Software-as-a-Service product offered by the Company, including but not limited to:

ERP
CRM
HRMS
Accounting Software
Billing Software
Inventory Management
Manufacturing Software
Hospital Management
School Management
Hotel Management
Restaurant Management
Websites
Mobile Applications
AI Tools
Automation Software
Industry-specific software
Any other cloud-based software.

3.10 Trial Licence

"Trial Licence" means a temporary promotional licence granted by the Company to enable eligible Users to evaluate selected software products before purchasing a commercial licence.

A Trial Licence:

is promotional;
is revocable;
is non-transferable;
may contain limited features;
may expire automatically;
does not create ownership rights.

3.11 Commercial Licence

"Commercial Licence" means the permanent or subscription-based software licence offered by the Company under its prevailing commercial pricing policy after completion of the applicable eligibility conditions or payment of the applicable commercial licence fee.

3.12 Perk Points

"GG Perk Points" means promotional Shopping Credits issued by the Company under GG Prime.

Perk Points:

are promotional benefits;
are intended to encourage digital commerce adoption;
may be redeemed only in accordance with the GG Perks Policy;
have no independent cash value;
cannot be treated as money;
cannot be withdrawn into a bank account;
cannot be exchanged for currency.

GG FOOD PORTAL VOUCHER

End User Terms & Conditions

The following Terms & Conditions govern the use of GG Food Portal Vouchers. By purchasing, receiving, redeeming, or using any GG Food Portal Voucher, the User agrees to be bound by these Terms & Conditions.

1. Ordering Hours

Food orders using GG Food Portal Vouchers may be placed only between 9:00 AM and 9:00 PM (Indian Standard Time), unless otherwise notified by the Company or the participating restaurant.

2. Advance Order Requirement

All food orders must be placed at least two (2) hours prior to the preferred delivery or pickup time, subject to restaurant acceptance and operational availability.

3. OTP Verification

For security purposes, every order redeemed using a GG Food Portal Voucher shall be authenticated through a One-Time Password (OTP) or any other verification method approved by the Company before confirmation.

4. Voucher Denominations

GG Food Portal Vouchers may be issued in the following denominations:

₹100
₹200
₹500

The Company reserves the right to introduce, modify, or discontinue voucher denominations from time to time.

5. Minimum Voucher Purchase

Users may purchase or redeem voucher packages only in accordance with the minimum package size prescribed by the Company. Unless otherwise specified, a minimum package of ten (10) vouchers shall apply.

6. One Voucher Per Order

Only one (1) GG Food Portal Voucher may be redeemed against a single order or shopping cart. Multiple vouchers cannot be combined for the same transaction unless expressly permitted by the Company.

7. Daily Usage Limit

Each voucher may be redeemed only once per calendar day by the User.

8. Voucher Validity

Unless otherwise specified in the applicable promotional campaign, GG Food Portal Vouchers shall remain valid for one (1) year from the date of issue. Expired vouchers shall automatically lapse and shall not be eligible for extension, replacement, or cash redemption unless required by applicable law.

9. Device & Network Restrictions

To prevent fraud and misuse, the Company may restrict, suspend, or reject multiple voucher redemptions originating from the same:

Mobile Number;
IP Address;
Mobile Device;
Computer;
Email Address;
User Account; or
any other identifier reasonably suspected of fraudulent or abusive activity.

10. No Bulk or Commercial Usage

GG Food Portal Vouchers are intended solely for personal consumption. Wholesale purchases, bulk redemption, commercial resale, distribution, or any form of unauthorized commercial use is strictly prohibited unless expressly approved in writing by the Company.

11. Minimum Order Value

The following minimum order values shall apply for voucher redemption:

Voucher Value	Minimum Food Order Value
₹100 Voucher	₹200
₹200 Voucher	₹400
₹500 Voucher	₹1,000

The order value shall be calculated before applying the voucher discount and exclusive of delivery charges, taxes, convenience fees, or other applicable charges, unless otherwise specified.

12. Right to Verify & Cancel

The Company reserves the right to verify the authenticity of any voucher redemption and may suspend, reject, or cancel any voucher or order where fraud, misuse, duplicate usage, technical manipulation, or violation of these Terms is reasonably suspected.

13. Amendments

The Company reserves the right to modify, suspend, withdraw, or discontinue the GG Food Portal Voucher Programme or amend these Terms & Conditions at any time. Revised Terms shall become effective upon publication on the Company's official website or application, unless otherwise required by applicable law.

14. Acceptance

By purchasing, receiving, redeeming, or using a GG Food Portal Voucher, the User confirms that they have read, understood, and agreed to these Terms & Conditions.

SCHEDULE – A

SHOPPING PORTAL VOUCHER TERMS & CONDITIONS

(Applicable to Shopping Portal Products)

1. Purpose

These Terms & Conditions govern the purchase, redemption, and use of Shopping Portal Vouchers issued under the GG Prime ecosystem. By purchasing, receiving, or redeeming a Shopping Portal Voucher, the User agrees to comply with these Terms.

PART A – SHOPPING PORTAL FEATURES

1.1 Platform Features

The Shopping Portal provides Users with access to:

More than 5,00,000 products across multiple categories;
Pan-India delivery, subject to serviceability;
Competitive market pricing;
Genuine products sourced through authorized distributors, sellers, or supply channels;
Factory-sealed and quality-assured products;
Manufacturer's warranty wherever applicable;
Secure online ordering and payment facilities.

Product availability, pricing, specifications, warranty, and delivery timelines may vary depending upon the respective seller or manufacturer.

PART B – VOUCHER PURCHASE

2.1 Voucher Denominations

Shopping Portal Vouchers may be issued in the following denominations:

₹200
₹500

The Company may introduce additional voucher denominations from time to time.

2.2 Voucher Validity

Each Shopping Portal Voucher shall remain valid for twelve (12) months from its date of issue unless otherwise specified.

Expired Vouchers shall automatically lapse and shall not be eligible for extension, revalidation, replacement, or cash redemption except where required by applicable law.

PART C – VOUCHER REDEMPTION

3.1 Minimum Order Value

The following minimum shopping cart values shall apply:

The minimum order value shall be calculated before applying the Voucher

Voucher Value	Minimum Cart Value
₹200 Voucher	₹400
₹500 Voucher	₹1,000

and exclusive of delivery charges, taxes, convenience fees, or other applicable charges unless otherwise specified.

3.2 Redemption Rules

The following redemption conditions shall apply:

Only one (1) Voucher may be redeemed against a single order.
Only one (1) Voucher-based purchase shall be permitted per User per calendar day.
A particular product may ordinarily be purchased only once during a calendar month under the Voucher Programme, unless otherwise approved by the Company.
Where the order value exceeds the Voucher value, the balance amount shall be payable by the User through approved payment methods.
Any unused Voucher value shall automatically lapse and shall not be carried forward or refunded.

PART D – RESTRICTIONS

4.1 Permitted Usage

Shopping Portal Vouchers are intended solely for genuine retail purchases by end consumers.

4.2 Prohibited Activities

Users shall not:

purchase products for wholesale purposes;
purchase products for resale;
commercially trade Voucher benefits;
create multiple accounts to obtain additional Voucher benefits;
manipulate pricing or promotional campaigns;
engage in fraudulent or abusive redemption practices.

4.3 Fraud Prevention

The Company may monitor transactions and may restrict or reject Voucher redemption where multiple accounts are linked through common identifiers including:

Mobile Number;
Device ID;
IP Address;
Payment Instrument;
Email Address;
Delivery Address;
KYC Details;
or any other identifier reasonably indicating misuse or fraudulent activity.

PART E – RETURNS & WARRANTY

5.1 Returns

Returns, replacement requests, or warranty claims shall be governed by the applicable seller's or manufacturer's policy.

The Company facilitates access to the Shopping Portal and is not the manufacturer of products listed on the Platform.

5.2 Damaged or Incorrect Products

Users are strongly advised to record a complete unboxing video before opening the package.

Such recording may assist in verifying claims relating to:

damaged products;
missing products;
incorrect products;
tampered packaging.

Failure to provide supporting evidence may affect claim verification.

PART F – GENERAL CONDITIONS

6.1 Nature of Voucher

Shopping Portal Vouchers:

are non-transferable;
are non-refundable;
cannot be exchanged for cash;
cannot be pledged or sold.

6.2 Combination with Other Offers

Unless expressly permitted by the Company, Shopping Portal Vouchers cannot be combined with:

cashback offers;
promotional discounts;
coupon campaigns;
reward programmes;
other Voucher offers.

6.3 Company's Rights

The Company reserves the right to:

verify transactions;
suspend Voucher redemption;
reject suspicious transactions;
cancel fraudulent orders;
modify or discontinue the Voucher Programme;
introduce additional eligibility requirements.

6.4 Technical Errors

Any order, Voucher redemption, pricing, cashback, or promotional benefit arising due to:

technical malfunction;
pricing error;
software bug;
server failure;
system error;
publication mistake;

may be corrected, cancelled, or modified by the Company without creating any legal entitlement.

PART G – LIMITATION OF LIABILITY

7.1 Liability

To the maximum extent permitted by law, the Company's aggregate liability relating to a Shopping Portal Voucher shall not exceed the face value of the respective Voucher.

Nothing contained herein shall limit any statutory rights that cannot lawfully be excluded.

PART H – FORCE MAJEURE

8.1 Force Majeure

The Company shall not be liable for delay or failure in Voucher redemption resulting from circumstances beyond its reasonable control, including:

natural disasters;
internet failures;
cyber incidents;
logistics disruptions;
government restrictions;
strikes;
pandemics;
force majeure events.

PART I – GOVERNING LAW

9.1 Governing Law

These Terms shall be governed by the laws of the Republic of India.

Subject to applicable dispute resolution provisions, the competent courts at Ahmedabad, Gujarat shall have jurisdiction.

SCHEDULE – B

JAGODS DISCOUNT VOUCHER TERMS & CONDITIONS

1. Purpose

These Terms govern the purchase and redemption of Jagods Discount Vouchers.

2. Voucher Details

Jagods Discount Vouchers:

are available in multiple denominations;
may be redeemed only through the official Jagods Mobile Application or such other authorized platform as notified by Jagods;
remain valid for twelve (12) months from the date of issue unless otherwise specified.

3. Redemption

The following conditions shall apply:

Only one Voucher may be redeemed per order.
If the purchase value exceeds the Voucher value, the balance amount shall be payable by the User.
If the purchase value is less than the Voucher value, the remaining balance shall automatically lapse.
Unless specifically announced otherwise, there shall be no daily or monthly redemption limit.

4. Restrictions

Jagods Vouchers:

are valid only on eligible products or services;
are non-transferable;
are non-refundable;
cannot be exchanged for cash;
cannot be extended after expiry.

5. Company's Rights

Jagods and/or GG Prime may:

verify transactions;
suspend Voucher redemption;
reject fraudulent transactions;
cancel orders obtained through misuse;
amend or discontinue the Voucher Programme;
introduce additional eligibility conditions.

6. Technical Errors

Orders or Voucher redemptions resulting from:

pricing errors;
software failures;
system glitches;
publication mistakes;
technical malfunctions;

may be cancelled or corrected without creating any legal entitlement.

7. Limitation of Liability

The maximum liability of Jagods and the Company shall not exceed the face value of the Voucher redeemed.

8. Force Majeure

Jagods shall not be liable for any inability to honour Voucher redemption caused by circumstances beyond its reasonable control.

9. Governing Law

These Terms shall be governed by the laws of India.

Subject to applicable dispute resolution provisions, the competent courts at Ahmedabad, Gujarat shall have jurisdiction.

SCHEDULE – C

COMMON TERMS APPLICABLE TO ALL VOUCHER PROGRAMMES

The following provisions apply to GG Food Portal Vouchers, Shopping Portal Vouchers, Jagods Discount Vouchers, GG Perks Vouchers, and every other Voucher Programme introduced by the Company.

1. Identity Verification

The Company may verify the User's identity before approving any Voucher purchase or redemption.

2. Fraud Prevention

The Company may investigate any suspected fraud, misuse, duplicate account, artificial transaction, or abuse of any Voucher Programme.

3. Suspension & Cancellation

The Company may suspend, reject, or terminate any Voucher, order, or User account where misuse, fraud, or breach of these Terms is reasonably suspected.

4. No Additional Rights

A Voucher grants only the right to redeem its stated promotional value in accordance with these Terms.

No Voucher creates any ownership interest, investment right, recurring entitlement, or contractual right beyond its stated validity and value.

5. Severability

If any provision of these Terms is declared invalid or unenforceable, the remaining provisions shall continue in full force and effect.

6. Interpretation

Headings are provided for convenience only and shall not affect the interpretation of these Terms.

7. Amendments

The Company reserves the right to amend these Terms from time to time.

Updated Terms shall become effective upon publication on the Company's official website or application unless otherwise required by applicable law.

8. Final Authority

The Company's decision regarding:

Voucher eligibility;
redemption;
verification;
fraud detection;
cancellation;
interpretation of these Terms; and
administration of the Voucher Programme,

shall be final and binding, subject to applicable law and the User's statutory rights.

This redraft brings all voucher programmes under a consistent legal structure, harmonizes terminology across GG Food Portal, Shopping Portal, and Jagods, and aligns them with the 23-chapter GG Prime Master Terms & Conditions, making them suitable as Schedules/Annexures to the main Agreement.

3.13 Shopping Credits

"Shopping Credits" means promotional credits issued under GG Prime that may be redeemed for eligible products and services within the GG Ecosystem, subject to applicable redemption rules.

Shopping Credits are promotional in nature and shall not constitute prepaid payment instruments, electronic money, deposits, or financial assets.

3.14 Voucher

"Voucher" means any promotional instrument, whether issued in digital or physical form, that entitles an eligible User to receive discounts, promotional benefits, cashback, Shopping Credits, food benefits, merchant offers, or other promotional advantages, subject to applicable terms.

The term includes:

Food Vouchers
Shopping Vouchers
Gift Vouchers
Merchant Vouchers
Discount Coupons
Cashback Coupons
Promotional Coupons
Digital Codes
QR-based Redemption Codes
Any other promotional redemption instrument issued by the Company.

3.15 Merchant

"Merchant" means any business, seller, retailer, restaurant, service provider, manufacturer, distributor, franchisee, e-commerce seller, marketplace participant, or other commercial establishment that accepts GG Prime promotional benefits or participates in the GG Ecosystem.

3.16 Promotional Campaign

"Promotional Campaign" means any marketing programme, referral drive, cashback scheme, merchant offer, software activation programme, seasonal campaign, loyalty programme, launch offer, recognition programme, or any other promotional initiative introduced by the Company from time to time.

3.17 Referral

"Referral" means the introduction of a new prospective User to GG Prime by an existing User in accordance with the Company's prevailing Referral & Rewards Policy.

Only referrals that satisfy all eligibility requirements prescribed by the Company shall be treated as Qualifying Referrals.

3.18 Qualifying Referral

A "Qualifying Referral" means a referral that satisfies all conditions prescribed by the Company, including but not limited to:

successful registration;
payment confirmation;
KYC verification;
fraud clearance;
compliance with Company policies;
expiry of any applicable cancellation period; and
approval by the Company.

The Company shall have the sole authority to determine whether a referral qualifies under the applicable promotional campaign.

3.19 Digital Marketing Services

"Digital Marketing Services" means any branding, advertising, promotional, lead generation, content creation, campaign management, search engine optimization, social media management, performance marketing, email marketing, messaging campaigns, AI-assisted marketing, or other marketing services provided by the Company.

3.20 Business Day

"Business Day" means any day on which banks are open for normal business in Ahmedabad, Gujarat, excluding Saturdays, Sundays, and officially declared public holidays, unless otherwise specified by the Company.

3.21 Working Day

"Working Day" means any day on which the Company's offices are operational for normal business activities.

3.22 Platform

"Platform" means collectively:

GG Prime Website;
Mobile Applications;
UPOS;
Merchant Portals;
Customer Portals;
ERP Systems;
SaaS Platforms;
APIs;
AI Platforms;
Communication Systems;
Software Applications;
Digital Infrastructure;
and every online service operated by or on behalf of the Company.

3.23 Applicable Law

"Applicable Law" means every law, regulation, rule, notification, circular, guideline, order, judicial decision, or statutory requirement applicable within India from time to time.

3.24 Interpretation

Unless the context otherwise requires:

words in the singular include the plural and vice versa;
one gender includes all genders;
references to laws include amendments and replacements;
references to policies include future revisions;
the words "including", "such as", "for example", and similar expressions shall always mean "including without limitation."

CHAPTER 4

ELIGIBILITY, REGISTRATION & KYC VERIFICATION

4.1 Purpose

This Chapter explains who may register under GG Prime, the eligibility conditions for participation, the Know Your Customer ("KYC") requirements, and the Company's rights to verify, suspend, reject, or terminate registrations where necessary. It expands upon the existing eligibility and registration provisions already included in the GG Prime Terms.

PART A – ELIGIBILITY

4.2 Who Can Join GG Prime

GG Prime is available only to individuals and legal entities that are legally competent to enter into a valid and binding contract under the applicable laws of India.

A person registering under GG Prime confirms that he, she, or it possesses the legal capacity, authority, and competence required to enter into this Agreement.

4.3 Eligible Persons

The following may register under GG Prime, subject to these Terms & Conditions:

Individual Persons
Sole Proprietors
Partnership Firms
Limited Liability Partnerships (LLPs)
Private Limited Companies
Public Limited Companies
Trusts
Societies
Educational Institutions
Non-Governmental Organizations
Registered Associations
Start-ups
MSMEs
Professionals
Traders
Manufacturers
Service Providers
Any other legally recognized entity approved by the Company.

4.4 Minimum Age

Every individual registering under GG Prime must:

be at least eighteen (18) years of age; and
be legally competent to enter into contracts under the Indian Contract Act, 1872.

If a registration is completed by a person below eighteen (18) years of age or by a person otherwise not legally competent to contract, the Company may reject, suspend, or cancel such registration without any liability.

4.5 Business Authority

Where a User registers on behalf of a business, company, partnership, LLP, trust, society, institution, or any other organization, the User represents and warrants that:

he or she has been duly authorized by such organization;
the organization agrees to be bound by this Agreement;
all actions taken under the account shall bind the organization.

The Company may request documentary proof of such authorization at any time.

PART B – USER DECLARATIONS

4.6 Information Provided by the User

By registering under GG Prime, the User declares and confirms that:

a. all information provided is true, complete, and accurate;

b. no information has been deliberately concealed;

c. the User is not impersonating another person;

d. the User is not using false or fictitious identity documents;

e. all documents submitted belong to the User or the organization represented by the User;

f. the User shall promptly update any information that changes.

Providing false, misleading, incomplete, forged, manipulated, or fraudulent information shall constitute a material breach of this Agreement.

4.7 Compliance with Law

Every User agrees to comply with:

all applicable laws;
taxation laws;
data protection laws;
consumer protection laws;
intellectual property laws;
anti-money laundering requirements;
anti-fraud requirements;
Company policies;
these Terms & Conditions.

Failure to comply may result in suspension or termination.

PART C – REGISTRATION

4.8 Registration Process

To access products or services under GG Prime, the User may be required to:

complete the online registration form;
verify the registered mobile number;
verify the registered email address;
create login credentials;
complete KYC verification;
provide business information;
make the applicable payment;
accept these Terms & Conditions;
satisfy any additional requirements announced by the Company.

Registration shall be considered complete only after approval by the Company.

4.9 User Account

Upon successful registration, the Company may create a User Account.

The User shall be solely responsible for:

maintaining the confidentiality of login credentials;
all activities carried out through the account;
ensuring account security;
immediately reporting unauthorized access.

The Company shall not be liable for any loss arising from the User's failure to maintain account security.

4.10 One Account Policy

Unless expressly approved in writing by the Company:

one individual shall maintain only one primary GG Prime account;
duplicate registrations may be investigated;
multiple accounts created for obtaining additional promotional benefits are prohibited.

The Company may merge, suspend, or terminate duplicate accounts.

PART D – KNOW YOUR CUSTOMER (KYC)

4.11 KYC Requirement

The Company may require completion of Know Your Customer ("KYC") verification before:

activating software;
issuing Trial Licences;
issuing Perk Points;
processing referrals;
issuing rewards;
processing cashback;
implementing SaaS products;
enabling merchant benefits;
releasing promotional benefits;
processing payments.

Completion of KYC does not automatically entitle the User to receive any promotional benefit.

4.12 Documents That May Be Requested

Depending upon the products or services selected, the Company may request one or more of the following:

Personal Identification

PAN Card
Aadhaar Card
Passport
Driving Licence
Voter ID
Passport Size Photograph

Business Documents

GST Registration
UDYAM Registration
Shop & Establishment Certificate
Certificate of Incorporation
Partnership Deed
LLP Agreement
Trust Registration
Society Registration
Professional Licence
Trade Licence

Address Proof

Electricity Bill
Telephone Bill
Bank Statement
Rent Agreement
Property Tax Receipt
Government-issued Address Proof

Financial Information

Cancelled Cheque
Bank Account Details
GST Details
PAN Details

CHAPTER 8

GG PERK POINTS, SHOPPING CREDITS & DIGITAL WALLET

8.1 Purpose

This Chapter governs the issuance, use, redemption, validity, expiry, suspension, reversal, and cancellation of GG Perk Points, Shopping Credits, and other promotional digital credits issued under GG Prime. It expands the existing GG Perks and Shopping Credit provisions in the current GG Prime Terms by defining their legal nature, permissible use, and restrictions.

PART A – GG PERK POINTS

8.2 What are GG Perk Points?

GG Perk Points are promotional Shopping Credits issued by the Company under GG Prime to encourage Users to experience and participate in the GG digital commerce ecosystem.

GG Perk Points are intended to enable eligible Users to purchase or avail selected products and services offered by participating merchants on the Platform, subject to these Terms, the GG Perks Policy, and applicable promotional campaigns.

GG Perk Points are promotional in nature and are not a payment instrument, financial product, or investment.

8.3 Promotional Purpose

The primary objectives of GG Perk Points are to:

encourage technology adoption;
promote digital commerce;
enable Users to experience the GG ecosystem;
support participating merchants;
promote the use of Company products and services;
reward eligible Users under promotional campaigns.

GG Perk Points are marketing and promotional incentives and shall not be treated as earned income or monetary consideration.

PART B – ISSUANCE OF PERK POINTS

8.4 Eligibility

GG Perk Points may be credited only after:

successful registration;
receipt of the applicable participation fee;
completion of KYC, where required;
successful verification by the Company;
satisfaction of the applicable promotional campaign conditions.

The Company may prescribe additional eligibility requirements for specific campaigns.

8.5 Credit of Perk Points

Perk Points may be credited electronically to the User's GG Prime account or digital wallet maintained on the Platform.

The Company may determine:

the number of Perk Points;
the timing of credit;
the validity period;
eligible redemption categories;
campaign-specific conditions.

No User shall have any vested right to receive Perk Points except in accordance with the applicable promotional campaign.

PART C – USE OF PERK POINTS

8.6 Redemption

GG Perk Points may be redeemed only:

through the GG Platform;
with participating merchants;
for eligible products or services;
during the validity period;
in accordance with the applicable redemption rules.

The Company may prescribe:

minimum redemption values;
maximum redemption limits;
category-wise restrictions;
merchant-specific conditions;
campaign-specific rules.

8.7 Permitted Purchases

Subject to availability and campaign rules, Perk Points may be used for:

software products;
business services;
shopping products;
food orders;
merchant services;
subscriptions;
training programs;
promotional packages;
or other eligible products notified by the Company.

The list of eligible products may change from time to time.

PART D – RESTRICTIONS

8.8 No Cash Value

GG Perk Points:

are not cash;
are not legal tender;
are not electronic money;
are not prepaid payment instruments;
are not deposits;
are not securities;
are not negotiable instruments;
are not cryptocurrencies;
are not bank balances.

Accordingly, Perk Points cannot be:

withdrawn into any bank account;
exchanged for cash;
redeemed for currency;
pledged;
mortgaged;
transferred;
sold;
assigned;
inherited, except where required by law.

8.9 Non-Transferability

Unless expressly permitted by the Company in writing, Perk Points are personal to the registered User and may not be transferred, gifted, assigned, pledged, or sold to any other person or entity.

8.10 Misuse

Users shall not:

create multiple accounts to obtain additional Perk Points;
manipulate promotional campaigns;
use bots or automated systems;
engage in fraudulent transactions;
misuse merchant offers;
create fictitious purchases;
collude with merchants;
reverse genuine transactions after redemption solely to obtain promotional benefits;
engage in any activity intended to unfairly obtain or use Perk Points.

Any such activity may result in immediate suspension or cancellation.

PART E – VALIDITY & EXPIRY

8.11 Validity

Perk Points shall remain valid only for the period specified under the applicable promotional campaign.

Different campaigns may prescribe different validity periods.

The Company may notify Users of expiry through the Platform, email, SMS, or other communication channels.

8.12 Expiry

Unused Perk Points shall automatically expire upon expiry of their validity period unless otherwise extended by the Company.

Expired Perk Points:

cannot be restored;
cannot be converted into cash;
cannot be transferred to another campaign.

The Company's decision regarding expiry shall be final, subject to applicable law.

PART F – REVERSAL & ADJUSTMENT

8.13 Right to Reverse

The Company may reverse, deduct, adjust, or cancel Perk Points where:

payment is reversed;
a refund is processed;
fraud is detected;
duplicate credit occurs;
system error occurs;
pricing error occurs;
promotional conditions are not satisfied;
misuse is established;
a transaction is cancelled;
the User breaches this Agreement.

Such reversal shall not constitute a breach by the Company.

8.14 Technical Errors

If Perk Points are credited due to:

programming errors;
software bugs;
synchronization failures;
API failures;
server issues;
human error;
pricing errors;
duplicate processing;

the Company may correct such errors and recover any wrongly credited Perk Points without prior notice.

PART G – SHOPPING CREDITS

8.15 Nature of Shopping Credits

Shopping Credits are promotional digital credits issued by the Company for redemption within the GG Ecosystem.

Shopping Credits shall be governed by the same principles applicable to GG Perk Points unless otherwise specified in the applicable promotional campaign.

8.16 Digital Wallet

The Company may maintain a digital wallet within the GG Platform to display:

Perk Point balance;
Shopping Credit balance;
promotional vouchers;
cashback;
redemption history;
expiry information.

The digital wallet is an informational facility only and does not constitute a bank account, payment account, or regulated financial wallet.

PART H – COMPANY RIGHTS

8.17 Modification

The Company reserves the right to:

revise redemption rules;
revise validity periods;
change participating merchants;
revise redemption categories;
introduce new promotional credits;
discontinue Perk Points;
replace the Perk Point programme with another promotional programme.

Any changes shall apply prospectively unless otherwise required by applicable law.

8.18 Suspension

The Company may suspend or freeze Perk Points where:

fraud is suspected;
KYC is incomplete;
duplicate accounts are detected;
legal proceedings are pending;
regulatory authorities require such action;
this Agreement is breached.

PART I – USER ACKNOWLEDGEMENT

8.19 User Confirmation

The User expressly acknowledges that:

a. GG Perk Points and Shopping Credits are promotional benefits issued under GG Prime;

b. they are intended solely for redemption within the GG Ecosystem in accordance with applicable policies;

c. they do not represent cash, deposits, investments, or any financial instrument;

d. redemption is always subject to eligibility, merchant participation, availability, technical feasibility, and Company policies;

e. the Company may suspend, reverse, adjust, or cancel Perk Points where required under these Terms or applicable law.

8.20 Final Authority

The Company's interpretation of the GG Perk Points programme, redemption rules, campaign conditions, and eligibility criteria shall be final and binding, subject to applicable law.

CHAPTER 9

VOUCHER PROGRAMME, REDEMPTION & MERCHANT PURCHASES

9.1 Purpose

This Chapter governs the issuance, purchase, redemption, validity, restrictions, cancellation, expiry, and use of all vouchers issued under GG Prime, including Shopping Vouchers, Food Vouchers, Merchant Vouchers, Cashback Vouchers, Discount Coupons, Promotional Coupons, Gift Vouchers, and any other promotional redemption instruments issued by the Company. This chapter consolidates and expands the existing voucher-related provisions into a single, unified framework.

PART A – VOUCHER PROGRAMME

9.2 Nature of Vouchers

Under various promotional campaigns, the Company may issue digital or physical vouchers that entitle eligible Users to receive specified promotional benefits.

A voucher may provide:

Shopping Discounts
Food Discounts
Cashback
Promotional Credits
Merchant Benefits
Product Discounts
Service Discounts
Gift Benefits
Promotional Offers
Campaign-specific Rewards

The issue of a voucher does not guarantee its redemption unless all applicable conditions are satisfied.

9.3 Types of Vouchers

The Company may issue one or more of the following:

Shopping Voucher
Food Voucher
Merchant Voucher
Gift Voucher
Cashback Voucher
Promotional Coupon
Discount Coupon
QR Code Voucher
Digital Redemption Code
Campaign Voucher
Festival Voucher
Loyalty Voucher
Referral Voucher
Any other promotional voucher introduced by the Company.

PART B – PURCHASE OF VOUCHERS

9.4 Promotional Availability

Vouchers may be issued:

as part of a GG Prime Combo;
under promotional campaigns;
through referral programmes;
against redemption of GG Perk Points or Shopping Credits;
through merchant promotions;
through loyalty programmes;
or by direct purchase, where permitted by the Company.

The Company may limit the number, value, or availability of vouchers at its sole discretion.

9.5 No Ownership Rights

A voucher represents a limited promotional right to claim the benefit specifically described in the applicable campaign.

A voucher does not constitute:

ownership of any product;
ownership of any software;
ownership of any merchant inventory;
ownership of Company assets;
any financial instrument.

PART C – REDEMPTION

9.6 Redemption Process

A voucher may be redeemed only:

through the GG Platform;
with participating merchants;
during its validity period;
in accordance with the applicable campaign;
after successful verification by the Company or the participating merchant.

The Company may prescribe specific redemption procedures, including QR code scanning, OTP verification, coupon code entry, or digital wallet validation.

9.7 Eligible Products & Services

Vouchers may be redeemed only for products or services specifically identified by the Company or the participating merchant.

The availability of eligible products or services is subject to:

stock availability;
merchant participation;
geographic availability;
technical feasibility;
campaign conditions.

The Company does not guarantee the availability of any specific product or service.

9.8 Partial Redemption

Where permitted by the applicable campaign:

a voucher may be redeemed in full or in part;
any remaining balance shall be governed by the applicable voucher policy.

Unless expressly permitted, any unused value remaining after redemption shall automatically lapse.

PART D – RESTRICTIONS

9.9 Non-Transferability

Unless expressly permitted by the Company:

vouchers are personal to the registered User;
vouchers cannot be transferred;
vouchers cannot be sold;
vouchers cannot be assigned;
vouchers cannot be pledged;
vouchers cannot be exchanged for cash.

9.10 One-Time Use

Unless otherwise stated, each voucher:

may be redeemed only once;
cannot be reused after successful redemption;
shall automatically expire after redemption.

9.11 Prohibited Activities

The User shall not:

duplicate voucher codes;
manipulate voucher systems;
create fake transactions;
collude with merchants;
redeem vouchers using fraudulent identities;
use bots or automated tools;
exploit software vulnerabilities;
resell promotional vouchers;
misuse promotional campaigns.

Any such activity shall constitute fraud under this Agreement.

PART E – MERCHANT PURCHASES

9.12 Merchant Responsibility

Products and services redeemed through participating merchants are supplied directly by the respective merchant.

Accordingly, each merchant shall remain solely responsible for:

product quality;
product description;
statutory compliance;
manufacturing defects;
warranties;
after-sales service;
packaging;
delivery;
invoicing;
taxes applicable to the transaction.

The Company acts only as a technology platform and promotional facilitator unless expressly stated otherwise.

9.13 Food Orders

Where a voucher is redeemed for food products:

The restaurant, cloud kitchen, food outlet, or merchant shall remain solely responsible for:

food quality;
freshness;
hygiene;
preparation;
packaging;
allergen disclosures;
FSSAI compliance;
delivery;
customer service.

The Company shall not be responsible for food quality or preparation.

9.14 Shopping Orders

For shopping products:

The merchant shall remain responsible for:

inventory;
specifications;
warranties;
installation (where applicable);
replacement;
statutory compliance;
manufacturer guarantees.

PART F – DELIVERY

9.15 Delivery

Delivery timelines are estimates only.

Delivery may vary depending upon:

merchant processing;
logistics partners;
customer location;
force majeure;
public holidays;
regulatory restrictions.

The Company shall not be liable for delays beyond its reasonable control.

9.16 Digital Products

Where vouchers are redeemed for digital products, delivery shall be deemed completed upon:

activation;
issuance of licence keys;
account activation;
successful deployment;
electronic delivery.

PART G – RETURNS & CANCELLATION

9.17 Voucher Cancellation

Unless required by applicable law or expressly permitted by the applicable promotional campaign:

issued vouchers cannot be cancelled;
redeemed vouchers cannot be reversed;
expired vouchers cannot be reinstated.

9.18 Product Returns

Returns and replacements shall be governed by:

the merchant's return policy;
manufacturer warranty;
applicable consumer protection laws.

Where a return is approved, any voucher, Perk Points, or Shopping Credits used in the transaction may be adjusted, reversed, or reissued in accordance with the applicable policy.

9.19 Refunds

Refunds, where applicable, shall be processed in accordance with the Company's Refund & Cancellation Policy and the participating merchant's terms.

The Company may refund the value through the GG Perk Points only, Shopping Credits, or any other method permitted under the applicable promotional campaign after deducting any Earning User has earned through GG Prime Program.

PART H – VALIDITY

9.20 Validity Period

Every voucher shall carry its own validity period.

After expiry:

the voucher shall become invalid;
it cannot be redeemed;
it cannot be restored unless expressly approved by the Company.

9.21 Technical Errors

The Company reserves the right to cancel or modify any voucher issued due to:

software bugs;
duplicate issuance;
pricing errors;
system failures;
synchronization failures;
API failures;
human error;
fraud.

Such correction shall not constitute a breach of this Agreement.

PART I – COMPANY RIGHTS

9.22 Modification of Voucher Programme

The Company may:

introduce new voucher programmes;
discontinue existing vouchers;
revise redemption rules;
revise participating merchants;
modify validity periods;
revise eligibility conditions;
introduce new promotional campaigns.

Such changes shall apply prospectively unless otherwise required by law.

9.23 Suspension

The Company may suspend or cancel vouchers where:

fraud is suspected;
duplicate accounts exist;
KYC is incomplete;
payment is reversed;
this Agreement is breached;
regulatory authorities require such action.

PART J – USER ACKNOWLEDGEMENT

9.24 User Confirmation

The User acknowledges and agrees that:

a. vouchers are promotional instruments issued under GG Prime;

b. vouchers have no independent cash value unless expressly stated otherwise;

c. redemption is always subject to merchant participation, availability, eligibility, and campaign rules;

d. the Company is a technology platform facilitating redemption and, unless expressly stated otherwise, is not the manufacturer, seller, or service provider of merchant products;

e. misuse, fraud, or violation of these Terms may result in suspension, cancellation, reversal of benefits, and legal action.

9.25 Final Authority

The Company's interpretation of the Voucher Programme, redemption rules, eligibility criteria, campaign conditions, and technical requirements shall be final and binding, subject to applicable law.

CHAPTER 10

REFERRAL PROGRAMME, PROMOTIONAL REWARDS & RECOGNITION

10.1 Purpose

This Chapter governs the voluntary Referral Programme offered under GG Prime. It explains how eligible Users may introduce prospective customers to GG Prime, the conditions for qualifying referrals, the nature of promotional rewards, and the Company's rights relating to verification, fraud prevention, modification, suspension, and discontinuation of referral campaigns. This Chapter expands upon the Referral Programme provisions already included in the existing GG Prime Terms.

PART A – REFERRAL PROGRAMME

10.2 Voluntary Participation

Participation in the GG Prime Referral Programme is entirely voluntary.

A User may choose to:

participate in the Referral Programme;
not participate in the Referral Programme; or
discontinue participation at any time.

A User may continue to enjoy the products and services purchased under GG Prime even if the User never participates in the Referral Programme.

Participation in the Referral Programme is not a mandatory condition for purchasing or using GG Prime products or services unless expressly stated for a specific promotional campaign.

10.3 Purpose of the Referral Programme

The Referral Programme is a promotional marketing initiative designed to encourage satisfied Users to introduce prospective customers to the Company's products and services.

Its objectives include:

promoting technology adoption;
expanding awareness of GG Prime;
encouraging customer referrals;
rewarding genuine customer recommendations;
supporting business growth.

The Referral Programme is a marketing activity and shall not be construed as employment, agency, franchise, partnership, joint venture, or investment.

PART B – REFERRALS

10.4 Referral

A Referral means the introduction of a prospective customer to the Company through an eligible User in accordance with the Company's prevailing Referral Policy.

A referral shall not become a Qualifying Referral unless all eligibility conditions are satisfied.

10.5 Qualifying Referral

A referral shall qualify only after:

successful registration;
payment confirmation;
completion of KYC, where applicable;
verification by the Company;
fraud clearance;
expiry of the applicable cancellation period;
compliance with these Terms.

The Company shall have the sole authority to determine whether a referral qualifies.

10.6 No Automatic Credit

Submission of a referral alone shall not entitle the referring User to any promotional reward.

Referral benefits shall accrue only after the Company verifies that the referral satisfies all applicable eligibility requirements.

PART C – PROMOTIONAL REWARDS

10.7 Nature of Rewards

From time to time, the Company may introduce promotional rewards for eligible Users.

Such rewards may include:

Cashback
Promotional Incentives
GG Perk Points
Shopping Credits
Gift Vouchers
Food Vouchers
Recognition Awards
Travel Incentives
Business Support Benefits
Software Benefits
Digital Marketing Credits
Other promotional rewards announced by the Company.

The type, value, and availability of rewards may differ between promotional campaigns.

10.8 No Guaranteed Reward

The Company does not guarantee that every User shall receive promotional rewards.

Rewards shall remain subject to:

eligibility;
verification;
campaign conditions;
availability;
fraud screening;
Company approval.

10.9 Campaign-Specific Rewards

Different promotional campaigns may prescribe different:

eligibility criteria;
reward structures;
timelines;
qualifying requirements;
limits;
redemption conditions.

Campaign-specific terms shall prevail over the general provisions of this Chapter to the extent of any inconsistency.

PART D – RECOGNITION PROGRAMMES

10.10 Recognition

The Company may organize recognition programmes for eligible Users, including:

Certificates
Awards
Digital Recognition
Leadership Recognition
Promotional Titles
Business Achievement Recognition
Events
Conferences
Incentive Tours
Public Appreciation

Participation shall always remain subject to the applicable campaign.

10.11 Public Recognition

Where a User accepts an award or recognition under a promotional campaign, the User authorizes the Company to use the User's:

name;
photograph;
business name;
city;
testimonial;
video;
achievement details;

for promotional purposes, unless the User withdraws such consent where permitted by applicable law.

PART E – USER RESPONSIBILITIES

10.12 Ethical Promotion

Users participating in the Referral Programme shall:

provide accurate information;
make truthful representations;
avoid misleading statements;
avoid exaggerated income claims;
avoid false advertising;
comply with applicable laws;
comply with Company marketing guidelines.

10.13 Prohibited Conduct

Users shall not:

promise guaranteed income;
promise guaranteed profits;
promise guaranteed employment;
misrepresent Company products;
misrepresent promotional campaigns;
create fake referrals;
use fictitious identities;
engage in self-referrals;
create duplicate registrations;
manipulate referral tracking;
engage in circular referrals;
use bots or automated systems.

Violation of this Clause may result in immediate suspension or termination.

PART F – FRAUD PREVENTION

10.14 Verification

The Company may verify:

referral identity;
payment;
KYC;
business existence;
device information;
IP address;
transaction history;
merchant records;
fraud indicators.

Verification may be manual or automated.

10.15 Reversal of Rewards

The Company may reverse, suspend, adjust, or cancel promotional rewards where:

fraud is detected;
duplicate registrations exist;
payments are reversed;
KYC fails;
system errors occur;
pricing errors occur;
campaign conditions are violated;
these Terms are breached.

Such reversal shall not constitute a breach by the Company.

PART G – NO EMPLOYMENT

10.16 Independent Status

Participation in the Referral Programme shall not create:

employment;
agency;
partnership;
distributorship;
franchise;
joint venture;
fiduciary relationship.

Every User acts independently.

The User has no authority to bind the Company.

10.17 Taxes

Users shall remain solely responsible for:

Income Tax;
GST (where applicable);
Professional Tax;
or any other statutory levy arising from promotional rewards received under applicable law.

The Company may deduct taxes at source where legally required.

PART H – MODIFICATION

10.18 Right to Modify

The Company may:

revise referral conditions;
revise eligibility;
revise qualifying criteria;
revise rewards;
discontinue campaigns;
introduce new campaigns;
withdraw campaigns;
modify timelines.

Such modifications shall apply prospectively unless otherwise required by law.

10.19 Suspension

The Company may suspend a User's participation where:

fraud is suspected;
misleading promotion is detected;
duplicate accounts exist;
KYC is incomplete;
regulatory authorities require such action;
this Agreement is breached.

PART I – USER ACKNOWLEDGEMENT

10.20 User Confirmation

Every User acknowledges that:

a. participation in the Referral Programme is voluntary;

b. GG Prime is purchased for its products and services and not for participation in the Referral Programme;

c. promotional rewards are discretionary and subject to eligibility, verification, and campaign conditions;

d. no guaranteed income, profit, employment, or financial return is promised by the Company;

e. the User shall promote GG Prime ethically, truthfully, and in compliance with applicable laws and Company policies.

10.21 Final Authority

The Company's determination regarding:

referral eligibility;
qualifying referrals;
promotional rewards;
campaign interpretation;
fraud detection;
reversal of rewards; and
compliance with this Agreement,

shall be final and binding, subject to applicable law.

CHAPTER 11

SOFTWARE LICENCE, INTELLECTUAL PROPERTY & ACCEPTABLE USE

11.1 Purpose

This Chapter governs the grant of software licences, ownership of intellectual property, permitted use of the Company's software, restrictions on use, protection of proprietary technology, and the User's responsibilities while accessing the Company's digital platforms. It expands upon the Software Licence and Intellectual Property provisions already contained in the existing GG Prime Terms.

PART A – SOFTWARE LICENCE

11.2 Grant of Licence

Subject to compliance with this Agreement, payment of applicable fees, and satisfaction of eligibility requirements, the Company grants the User a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the software made available under GG Prime solely for the User's own lawful business or personal purposes.

This licence grants only the right to use the software and does not transfer ownership of the software or any intellectual property rights.

11.3 Scope of Licence

Unless otherwise agreed in writing, the licence permits the User only to:

access the software through authorized login credentials;
use the software for its intended purpose;
create and manage business records;
use available features included in the applicable licence;
receive updates released by the Company during the applicable licence period.

The licence is subject to the feature limits, user limits, transaction limits, storage limits, and other restrictions applicable to the selected software.

11.4 Licence Restrictions

Unless expressly authorized in writing by the Company, the User shall not:

copy the software;
reproduce the software;
modify the software;
translate the software;
adapt the software;
create derivative works;
sublicense the software;
lease the software;
rent the software;
sell the software;
distribute the software;
commercially exploit the software;
share login credentials with unauthorized persons;
permit unauthorized access.

PART B – OWNERSHIP

11.5 Intellectual Property Ownership

All intellectual property rights relating to the Company's products and services shall remain the exclusive property of the Company or its licensors.

This includes, without limitation:

software source code;
object code;
databases;
APIs;
algorithms;
workflows;
user interfaces;
dashboards;
business methods;
AI models developed by the Company;
documentation;
graphics;
logos;
trademarks;
service marks;
trade names;
domain names;
content;
videos;
training materials;
promotional materials;
designs;
templates.

Nothing contained in this Agreement shall transfer ownership of any intellectual property to the User.

11.6 Company Trademarks

The following names and marks, together with any future marks adopted by the Company, are proprietary assets of the Company, including but not limited to:

Global Garner
GG Prime
UPOS
GG Perks
Jagdai
Tracklio
and other registered or unregistered trademarks, logos, product names, and brand identifiers used by the Company.

The User shall not use, register, copy, modify, or imitate any Company trademark without prior written permission.

PART C – PROHIBITED ACTIVITIES

11.7 Reverse Engineering

The User shall not:

reverse engineer;
decompile;
disassemble;
decode;
decrypt;
attempt to discover source code;
bypass security features;
circumvent licence controls;
remove copyright notices;
interfere with licensing mechanisms.

except to the limited extent expressly permitted under applicable law.

11.8 Unauthorized Access

The User shall not:

gain unauthorized access to Company systems;
access another User's account;
attempt privilege escalation;
interfere with servers;
introduce malware;
upload ransomware;
deploy viruses;
perform denial-of-service attacks;
scrape data using automated tools;
access restricted databases without authorization.

11.9 Acceptable Use

The User shall use the Platform only for lawful purposes.

The User shall not use the Platform:

for illegal activities;
to violate applicable laws;
to infringe intellectual property rights;
to distribute unlawful content;
to send spam;
to harass others;
to impersonate any person;
to conduct fraudulent transactions;
to interfere with Platform operations.

PART D – USER CONTENT

11.10 Ownership of User Content

The User shall retain ownership of business information, documents, images, logos, and other content uploaded by the User.

The User represents and warrants that the User has all necessary rights and permissions to upload such content.

11.11 Licence to the Company

The User grants the Company a non-exclusive, royalty-free licence during the term of this Agreement to use, host, store, process, reproduce, display, and transmit User Content solely for:

providing the Services;
implementing software;
technical support;
backups;
system security;
legal compliance;
service improvements.

The Company shall not commercially exploit User Content except with the User's consent or where permitted by applicable law.

PART E – SOFTWARE UPDATES

11.12 Updates

The Company may release:

bug fixes;
security patches;
performance improvements;
feature enhancements;
compliance updates;
AI improvements;
user interface revisions.

Certain updates may be mandatory for continued use of the software.

11.13 Compatibility

The Company does not guarantee compatibility with:

outdated browsers;
unsupported operating systems;
modified devices;
rooted devices;
jailbroken devices;
unsupported third-party software.

Users are responsible for maintaining compatible hardware, operating systems, and internet connectivity.

PART F – DATA SECURITY

11.14 Security Measures

The Company shall implement commercially reasonable administrative, technical, and organizational measures to protect its software and systems from unauthorized access, alteration, disclosure, or destruction.

However, no internet-based system can be guaranteed to be completely secure.

11.15 User Responsibilities

The User shall:

maintain secure passwords;
enable available security features;
keep login credentials confidential;
log out after use on shared devices;
promptly report any suspected unauthorized access or security incident.

The User shall remain responsible for activities conducted through the User's account until the Company is notified of unauthorized access.

PART G – AUDIT & COMPLIANCE

11.16 Compliance Verification

The Company may, upon reasonable notice where appropriate, verify compliance with this Agreement, including the terms of the applicable software licence.

Where unauthorized use is detected, the Company may require the User to:

cease the unauthorized activity;
regularize the licence;
remove unauthorized copies;
compensate the Company for proven losses where legally recoverable.

11.17 Suspension

The Company may suspend access to software where:

licence conditions are violated;
fraud is suspected;
payment obligations remain unpaid;
security risks are detected;
legal or regulatory requirements necessitate suspension;
the User materially breaches this Agreement.

PART H – TERMINATION OF LICENCE

11.18 Automatic Termination

The software licence shall automatically terminate upon:

expiry of the applicable licence period, where applicable;
termination of this Agreement by the Company in accordance with these Terms;
material breach by the User that remains uncured where a cure period is applicable.

Termination shall not affect rights or obligations that accrued prior to termination.

11.19 Effect of Termination

Upon termination of the licence, the User shall:

immediately discontinue use of the software;
cease all unauthorized access;
return or destroy confidential materials where required by the Company;
comply with any post-termination obligations under this Agreement.

Where technically feasible, the Company may disable access to the software.

PART I – USER ACKNOWLEDGEMENT

11.20 User Confirmation

The User acknowledges and agrees that:

a. all software and intellectual property remain the exclusive property of the Company or its licensors;

b. the User receives only a limited licence to use the software in accordance with this Agreement;

c. the User shall not copy, modify, reverse engineer, distribute, or misuse the Company's software or intellectual property;

d. breach of this Chapter may result in suspension, termination, legal action, and any other remedies available under applicable law.

11.21 Reservation of Rights

All rights not expressly granted to the User under this Agreement are reserved by the Company.

No implied licence, ownership right, or intellectual property interest shall arise in favour of the User unless expressly granted in writing by the Company.

CHAPTER 12

DIGITAL MARKETING SERVICES, AI SERVICES & THIRD-PARTY PLATFORMS

12.1 Purpose

This Chapter governs the Digital Marketing Services, Artificial Intelligence (AI) services, social media management, lead generation, advertising campaigns, websites, mobile applications, and other marketing solutions offered by the Company under GG Prime. It also explains the Company's role, the User's responsibilities, third-party platform dependencies, and service limitations. This Chapter expands the Digital Marketing provisions contained in the existing GG Prime Terms.

PART A – DIGITAL MARKETING SERVICES

12.2 Nature of Services

Depending upon the selected GG Prime Combo, promotional campaign, or Commercial Licence, the Company may provide one or more of the following services:

Social Media Management
Digital Advertising
Search Engine Optimization (SEO)
Search Engine Marketing (SEM)
Content Creation
Graphic Designing
Video Content
Email Marketing
WhatsApp Marketing
SMS Campaigns
Lead Generation Campaigns
Brand Development
Website Promotion
Mobile App Promotion
Reputation Management
Marketing Automation
AI-assisted Marketing
Analytics & Performance Reporting
Other digital marketing services introduced by the Company.

The scope of services shall depend on the applicable package, campaign, and agreed deliverables.

12.3 Scope of Services

Unless otherwise agreed in writing, Digital Marketing Services are limited to the scope specifically included in the applicable package or service order.

Any additional work, including custom content creation, advanced advertising campaigns, additional revisions, multilingual content, or premium integrations, may attract additional charges.

PART B – CUSTOMER RESPONSIBILITIES

12.4 Information Required

The User shall provide all information reasonably required for marketing activities, including:

Business Name
Logo
Brand Guidelines
Product Information
Pricing
Images
Videos
Contact Information
Website Details
Social Media Access
Business Approvals
Promotional Offers
Legal Disclosures

The Company shall not be responsible for delays resulting from incomplete or inaccurate information supplied by the User.

12.5 Accuracy of Content

The User represents and warrants that all content, claims, testimonials, pricing, images, videos, trademarks, and promotional material provided to the Company:

are accurate;
are lawful;
do not infringe third-party rights;
comply with applicable advertising laws.

The User shall remain solely responsible for the truthfulness and legality of such content.

PART C – THIRD-PARTY PLATFORMS

12.6 Platform Dependency

Digital Marketing Services may depend upon third-party platforms including:

Google
Meta Platforms (Facebook & Instagram)
LinkedIn
X (formerly Twitter)
YouTube
WhatsApp Business
Telegram
Apple App Store
Google Play Store
Bing
Other advertising or social media platforms.

These platforms operate independently under their own terms, policies, algorithms, and approval processes.

The Company has no control over the policies, decisions, or actions of such third-party platforms.

12.7 Advertising Accounts

Where advertising campaigns are conducted using the User's advertising account, the User shall remain responsible for:

advertising budgets;
platform charges;
payment methods;
billing disputes;
account verification;
compliance with platform policies.

Advertising expenditure payable to third-party platforms is separate from the Company's service fees unless expressly agreed otherwise.

PART D – AI SERVICES

12.8 Artificial Intelligence Features

The Company may provide AI-powered tools for:

content generation;
marketing assistance;
business automation;
customer communication;
analytics;
chatbot services;
reporting;
workflow automation;
document generation;
translation.

AI-generated outputs are intended to assist Users and should be reviewed by the User before commercial use.

12.9 No Guarantee of AI Output

AI-generated content may:

contain inaccuracies;
become outdated;
require editing;
require legal or professional review.

The User remains solely responsible for verifying all AI-generated content before publication or use.

The Company shall not be responsible for losses arising solely from reliance on unverified AI-generated outputs.

PART E – PERFORMANCE

12.10 No Guaranteed Results

The Company does not guarantee:

search engine rankings;
website traffic;
lead generation;
sales;
enquiries;
business growth;
advertising approvals;
viral content;
social media followers;
return on advertising expenditure;
conversion rates.

Marketing performance depends upon multiple factors beyond the Company's reasonable control.

12.11 Performance Factors

Campaign performance may depend upon:

market conditions;
competition;
product quality;
pricing;
customer demand;
advertising budgets;
seasonal variations;
platform algorithms;
consumer behaviour;
regulatory restrictions.

Accordingly, individual business results may vary.

PART F – APPROVALS

12.12 Customer Approval

Where marketing materials require approval before publication, the User shall review and approve them within a reasonable time.

If approval is delayed, campaign timelines may be revised accordingly.

12.13 Deemed Approval

Where the Company submits marketing material for approval and the User does not respond within the period communicated by the Company, the Company may:

issue a reminder;
place the campaign on hold; or
proceed only if the User has previously authorized publication without further approval.

The Company will not treat silence as approval unless such authorization has been expressly given.

PART G – INTELLECTUAL PROPERTY

12.14 Ownership

Unless otherwise agreed in writing:

the Company's proprietary tools, templates, software, workflows, automation systems, AI models, and methodologies shall remain the Company's intellectual property;
the User shall retain ownership of pre-existing trademarks, logos, and business content supplied by the User.

Custom work created specifically for the User shall be governed by the applicable service agreement or statement of work.

PART H – LIMITATION OF SERVICES

12.15 Circumstances Beyond Company's Control

The Company shall not be responsible for delays, interruptions, or failures arising from:

suspension of social media accounts;
rejection of advertisements;
changes in search engine algorithms;
third-party platform policy changes;
account restrictions;
domain suspension;
hosting failures;
payment gateway issues;
internet outages;
force majeure events.

12.16 Suspension

The Company may suspend Digital Marketing Services where:

payment remains outstanding;
required approvals are not received;
misleading or unlawful content is supplied;
regulatory authorities require suspension;
continued publication would violate applicable law or platform policies.

PART I – USER ACKNOWLEDGEMENT

12.17 User Confirmation

The User acknowledges and agrees that:

a. Digital Marketing Services are professional services provided on a commercially reasonable efforts basis;

b. the Company does not guarantee business growth, enquiries, sales, or advertising performance;

c. third-party platforms operate independently and may affect campaign performance;

d. AI-generated outputs are advisory and should be independently reviewed before use;

e. successful marketing campaigns require active cooperation, accurate information, timely approvals, and compliance with applicable laws.

12.18 Reservation of Rights

The Company reserves the right to:

modify service methodologies;
adopt new technologies;
introduce new AI tools;
replace third-party service providers;
revise deliverables;
improve automation systems,

provided such changes do not materially reduce the core services purchased by the User unless otherwise agreed.

CHAPTER 13

PAYMENTS, BILLING, TAXES, REFUNDS & CANCELLATIONS

13.1 Purpose

This Chapter governs all payments made under GG Prime, including participation fees, commercial licence fees, subscription charges, implementation charges, Digital Marketing Service fees, taxes, invoicing, refunds, cancellations, payment failures, chargebacks, and related financial matters. This Chapter expands upon the payment, refund, and commercial provisions contained in the existing GG Prime Terms.

PART A – PAYMENTS

13.2 Fees

The User agrees to pay all applicable charges for products and services selected under GG Prime, including but not limited to:

GG Prime Participation Fee;
Commercial Software Licence Fee;
Subscription Charges;
Software Implementation Charges;
Website Development Charges;
Mobile Application Development Charges;
Digital Marketing Service Fees;
Renewal Charges;
Annual Maintenance Charges (AMC);
Third-Party Service Charges;
Any other charges specifically agreed between the Company and the User.

All fees shall be payable in accordance with the applicable invoice, quotation, promotional campaign, or service agreement.

13.3 Payment Methods

Payments may be made through one or more of the following methods:

UPI;
Net Banking;
Credit Cards;
Debit Cards;
NEFT / RTGS / IMPS;
Payment Gateways approved by the Company;
Cheque or Demand Draft (subject to realization);
Any other payment method approved by the Company.

The Company may add or discontinue payment methods at its discretion.

13.4 Payment Confirmation

A payment shall be treated as successful only after:

receipt of cleared funds by the Company;
successful confirmation from the payment gateway or banking channel; and
issuance of a payment confirmation or tax invoice by the Company.

Generation of an order number alone shall not constitute confirmation of payment.

PART B – BILLING & TAXES

13.5 Tax Invoice

The Company shall issue invoices in accordance with applicable laws, including the Goods and Services Tax (GST) laws of India, wherever applicable.

Invoices shall be generated based on the details provided by the User at the time of registration or purchase.

The User is responsible for ensuring that GSTIN, billing address, and other invoicing details are accurate.

13.6 Taxes

Unless expressly stated otherwise:

all prices are exclusive of applicable taxes;
GST and other statutory levies shall be charged separately where applicable;
the User shall remain responsible for payment of all taxes arising from the purchase or use of products and services.

Where required by law, the Company may deduct Tax Deducted at Source (TDS) or any other statutory deduction.

PART C – SUBSCRIPTIONS & RENEWALS

13.7 Subscription Services

Certain software products and services may be offered on a subscription basis.

Subscriptions may be:

Monthly;
Quarterly;
Half-Yearly;
Annual;
Multi-Year; or
Such other periods as determined by the Company.

The applicable subscription period shall be specified at the time of purchase.

13.8 Renewals

Where a subscription is renewable, the User shall renew the subscription before its expiry to ensure uninterrupted access to the applicable products or services.

If a subscription is not renewed, the Company may:

suspend access;
restrict certain features;
archive data in accordance with the applicable data retention policy; or
terminate the licence after the applicable retention period.

PART D – REFUNDS

13.9 General Refund Policy

Refunds shall be governed by:

these Terms & Conditions;
the Company's Refund & Cancellation Policy;
the applicable promotional campaign;
applicable consumer protection laws.

No refund shall be granted except as expressly provided under this Agreement or where required by applicable law.

13.10 Non-Refundable Items

Unless required by applicable law, the following shall ordinarily be non-refundable after activation, delivery, or utilization:

Trial Licence activation;
Software implementation charges;
Custom development charges;
Domain registration charges;
Hosting charges;
SSL certificate charges;
Third-party licence fees;
Digital Marketing Services already rendered;
Advertising expenditure paid to third-party platforms;
Completed consulting services;
Redeemed vouchers;
Redeemed GG Perk Points;
Redeemed Shopping Credits.

13.11 Eligible Refunds

Where the Company expressly approves a refund, it may be processed through:

the original mode of payment;
bank transfer;
adjustment against future purchases;
GG Perk Points or Shopping Credits, where accepted by the User and permitted by law.

The method of refund shall be determined by the Company in compliance with applicable law.

PART E – CANCELLATIONS

13.12 Cancellation by the User

The User may request cancellation of an order or service before commencement of implementation or delivery, subject to:

the applicable cancellation policy;
work already completed;
third-party costs already incurred;
applicable administrative charges.

Cancellation requests shall be submitted through the communication channels designated by the Company.

13.13 Cancellation by the Company

The Company may cancel an order, registration, or service where:

payment fails;
fraud is suspected;
KYC requirements are not fulfilled;
the User provides false information;
legal or regulatory restrictions apply;
the requested service cannot reasonably be delivered due to technical or operational constraints.

Where appropriate, any eligible refund shall be processed in accordance with Clause 13.11.

PART F – PAYMENT FAILURES

13.14 Failed Transactions

Where a payment fails due to banking errors, network interruptions, gateway issues, or other technical reasons:

the User shall not be treated as having completed the payment;
access to products or services may be withheld until successful payment confirmation.

The User should retain payment records and promptly notify the Company of any disputed transaction.

13.15 Chargebacks

If the User initiates a chargeback, payment reversal, or payment dispute through a bank or payment service provider:

the Company may suspend the User's account during investigation;
suspend access to products or services;
reverse promotional benefits associated with the disputed payment;
recover amounts lawfully due after resolution of the dispute.

Nothing in this Clause limits the User's statutory rights under applicable law.

PART G – PRICE REVISIONS

13.16 Price Changes

The Company reserves the right to revise:

participation fees;
licence fees;
subscription charges;
implementation charges;
Digital Marketing Service charges;
renewal fees;
pricing of products and services.

Price revisions shall apply prospectively and shall not affect payments already accepted by the Company unless otherwise agreed.

13.17 Promotional Pricing

Promotional pricing is available only during the applicable promotional period and subject to the stated eligibility conditions.

After the promotional period expires, the Company may apply its prevailing commercial pricing.

PART H – USER ACKNOWLEDGEMENT

13.18 User Confirmation

The User acknowledges and agrees that:

a. payment of any fee does not automatically guarantee activation, implementation, or eligibility for promotional benefits;

b. refunds, if any, are governed by this Agreement, the applicable policy, and applicable law;

c. third-party charges incurred on behalf of the User may be non-refundable where recovery is not possible;

d. subscription services require timely renewal for uninterrupted access;

e. invoices and taxation shall be governed by applicable Indian laws.

13.19 Reservation of Rights

The Company reserves the right to:

verify payments;
reject suspicious transactions;
suspend services for payment defaults;
revise commercial pricing prospectively;
recover unpaid dues through lawful means.

Such actions shall be taken in accordance with this Agreement and applicable law.

CHAPTER 14

USER RESPONSIBILITIES, PROHIBITED ACTIVITIES & CODE OF CONDUCT

14.1 Purpose

This Chapter sets out the responsibilities of every User while accessing GG Prime, the standards of conduct expected from Users, activities that are prohibited, and the Company's rights to investigate and take action in the event of misuse, fraud, illegal conduct, or breach of this Agreement. It expands upon the User Responsibilities and Prohibited Activities provisions already included in the existing GG Prime Terms.

PART A – USER RESPONSIBILITIES

14.2 Lawful Use

The User shall use GG Prime, its software, digital platforms, products, services, promotional programmes, referral facilities, vouchers, GG Perk Points, Shopping Credits, and all related services only for lawful purposes and in accordance with:

this Agreement;
applicable laws of India;
applicable regulatory requirements;
Company policies;
merchant terms where applicable.

14.3 Accurate Information

The User shall ensure that all information provided to the Company remains:

true;
accurate;
complete;
current;
not misleading.

The User shall promptly update any material changes relating to identity, address, contact details, business information, GST registration, bank account, or any other information previously submitted.

14.4 Account Security

The User shall:

maintain confidentiality of login credentials;
use strong passwords;
protect OTPs and authentication credentials;
immediately notify the Company of any suspected unauthorized access;
ensure that only authorized persons use the account.

The User shall remain responsible for all activities carried out through the User's account until the Company receives notice of unauthorized access and has had a reasonable opportunity to act.

PART B – ETHICAL CONDUCT

14.5 Honest Representation

While promoting GG Prime or the Company's products and services, the User shall:

provide truthful information;
accurately describe products and services;
avoid misleading statements;
avoid false promises;
avoid exaggerated claims;
avoid misrepresentation of promotional campaigns.

Only promotional materials officially issued or approved by the Company should be used.

14.6 No Unauthorized Commitments

The User shall not, without prior written authorization:

enter into contracts on behalf of the Company;
make binding commitments on behalf of the Company;
alter Company pricing;
modify Company policies;
issue guarantees on behalf of the Company;
make legal representations on behalf of the Company.

Nothing in this Agreement authorizes the User to act as an employee, agent, partner, or legal representative of the Company.

PART C – PROHIBITED ACTIVITIES

14.7 Fraudulent Activities

The User shall not engage in any activity involving:

false identity;
forged documents;
impersonation;
fake businesses;
fictitious registrations;
duplicate accounts;
circular referrals;
self-referrals;
fake purchases;
artificial transactions;
money laundering;
financing of unlawful activities;
tax evasion;
manipulation of promotional campaigns.

14.8 Technical Misuse

The User shall not:

hack the Platform;
bypass security controls;
attempt unauthorized access;
upload malware;
introduce viruses;
interfere with servers;
use bots or scripts to manipulate the Platform;
scrape data without authorization;
overload the Platform;
interfere with APIs;
exploit software vulnerabilities.

14.9 Misuse of Promotional Benefits

The User shall not:

manipulate GG Perk Points;
manipulate Shopping Credits;
duplicate vouchers;
exploit pricing errors;
create fictitious merchant transactions;
redeem benefits through fraudulent means;
misuse referral programmes;
obtain promotional benefits by deception.

Any benefits obtained through fraud or misuse may be cancelled or recovered by the Company.

14.10 Unlawful Content

The User shall not upload, publish, transmit, or distribute any content that:

is unlawful;
is defamatory;
is obscene;
promotes hatred or violence;
infringes intellectual property rights;
violates privacy rights;
contains malicious software;
violates applicable laws.

The Company may remove such content where reasonably necessary.

PART D – REGULATORY COMPLIANCE

14.11 Compliance with Laws

The User shall comply with all applicable laws relating to:

consumer protection;
taxation;
advertising;
intellectual property;
privacy and data protection;
information technology;
anti-money laundering;
anti-corruption;
electronic communications.

14.12 Anti-Bribery

The User shall not offer, solicit, or accept any unlawful payment, commission, bribe, kickback, or other improper advantage in connection with the use of GG Prime or any Company product or service.

PART E – INVESTIGATION

14.13 Company's Right to Investigate

Where the Company reasonably suspects a breach of this Agreement, it may:

request additional information;
seek clarification;
review account activity;
verify transactions;
examine supporting documents;
temporarily suspend benefits while an investigation is conducted.

The Company shall act reasonably and in accordance with applicable law.

14.14 Cooperation

The User agrees to cooperate with any reasonable investigation conducted by the Company regarding:

suspected fraud;
misuse of the Platform;
security incidents;
regulatory compliance;
breach of this Agreement.

Failure to cooperate may result in suspension or termination where justified.

PART F – CONSEQUENCES OF BREACH

14.15 Corrective Action

Where the Company reasonably determines that a User has materially breached this Agreement, it may, depending on the nature and seriousness of the breach:

issue a warning;
suspend specific promotional benefits;
suspend software access;
freeze GG Perk Points or Shopping Credits;
cancel vouchers;
reject pending referrals;
terminate the User's account;
seek recovery of benefits improperly obtained;
pursue any other lawful remedy available under applicable law.

Where appropriate, the Company may provide the User with an opportunity to respond before taking permanent action.

14.16 Reporting to Authorities

Where required by applicable law or where unlawful activity is reasonably suspected, the Company may report relevant information to competent government authorities, law enforcement agencies, courts, or regulators.

PART G – USER ACKNOWLEDGEMENT

14.17 User Confirmation

The User acknowledges and agrees that:

a. GG Prime is intended to be used responsibly, ethically, and lawfully;

b. misuse of promotional programmes or software may result in suspension or termination of benefits;

c. the Company may investigate suspected violations and take reasonable action to protect its Platform, Users, merchants, and business operations;

d. compliance with this Agreement helps maintain a secure, transparent, and trustworthy digital commerce ecosystem.

14.18 Reservation of Rights

The Company reserves all rights available under this Agreement and applicable law to protect its software, technology platforms, intellectual property, merchants, Users, employees, and business interests from misuse, fraud, unlawful conduct, or security threats.

CHAPTER 15

PRIVACY, DATA PROTECTION & CONFIDENTIALITY

15.1 Purpose

This Chapter explains how the Company collects, uses, stores, processes, protects, and shares User information while providing GG Prime products and services. It also sets out the confidentiality obligations of both the Company and the User and expands upon the Privacy provisions contained in the existing GG Prime Terms.

PART A – COLLECTION OF INFORMATION

15.2 Information Collected

To provide products and services under GG Prime, the Company may collect information including, but not limited to:

Personal Information

Name
Date of Birth
Gender
Mobile Number
Email Address
Residential Address
Photograph
PAN
GSTIN (where applicable)
Business Details
Bank Details (where required)
KYC Information

Technical Information

IP Address
Device Information
Browser Information
Operating System
Login Activity
Cookies
Device Identifiers
Platform Usage Data

Transaction Information

Payments
Purchases
Voucher Usage
GG Perk Point Transactions
Shopping Credit Transactions
Referral Activity
Merchant Transactions
Software Usage

The Company shall collect only such information as is reasonably necessary for providing the Services, complying with applicable law, or protecting its legitimate business interests.

15.3 Information Provided by User

The User confirms that:

all information submitted belongs to the User or has been lawfully provided;
the User has obtained any necessary permissions before providing another person's information;
the Company may rely on the information submitted unless notified otherwise.

The User shall remain responsible for the accuracy of information provided.

PART B – USE OF INFORMATION

15.4 Purpose of Processing

The Company may process User information for purposes including:

account registration;
identity verification;
KYC compliance;
fraud prevention;
software activation;
implementation;
customer support;
payment processing;
voucher redemption;
referral verification;
Digital Marketing Services;
merchant transactions;
legal compliance;
security monitoring;
analytics;
improvement of products and services.

Information shall be processed only for lawful purposes and in accordance with applicable law.

15.5 Business Communications

The User agrees that the Company may communicate through:

SMS;
Email;
WhatsApp;
Mobile Notifications;
Telephone;
Customer Portal;
Website Notifications;
Printed Communication;
or any other lawful communication channel.

Such communications may include:

service updates;
software notifications;
invoices;
implementation updates;
promotional campaigns;
support communications;
security alerts;
compliance notices.

Where promotional communications require consent under applicable law, the Company shall obtain or rely upon such consent as required.

PART C – DATA SHARING

15.6 Sharing of Information

The Company may share User information only where reasonably necessary, including with:

technology service providers;
payment gateway providers;
cloud hosting providers;
merchant partners;
logistics partners;
implementation partners;
customer support partners;
legal advisors;
auditors;
statutory authorities;
regulators;
law enforcement agencies where required by law.

The Company shall take reasonable steps to ensure that such recipients are bound by appropriate confidentiality or data protection obligations where applicable.

15.7 Legal Disclosure

The Company may disclose information where disclosure is:

required by law;
required by a court;
required by a government authority;
necessary to investigate fraud;
necessary to enforce this Agreement;
necessary to protect the Company's legal rights;
necessary to protect the safety of Users or third parties.

PART D – DATA SECURITY

15.8 Security Measures

The Company shall implement commercially reasonable administrative, technical, and organizational measures designed to protect User information against unauthorized access, alteration, disclosure, or destruction.

Such measures may include:

encryption;
secure authentication;
access controls;
system monitoring;
backups;
firewalls;
audit logs;
security reviews.

However, no electronic storage or internet transmission can be guaranteed to be completely secure.

15.9 User Responsibility

The User shall also take reasonable steps to protect personal information by:

maintaining password confidentiality;
not sharing OTPs;
using trusted devices;
promptly reporting suspected security incidents;
keeping contact information updated.

PART E – CONFIDENTIALITY

15.10 Confidential Information

During the course of using GG Prime, either party may receive confidential information belonging to the other.

Confidential Information may include:

business plans;
software specifications;
implementation methodologies;
pricing information;
source code;
customer information;
business strategies;
trade secrets;
technical documentation;
financial information;
marketing strategies.

15.11 Confidentiality Obligations

Each party agrees to:

keep Confidential Information confidential;
use such information only for purposes related to this Agreement;
not disclose Confidential Information to unauthorized persons;
take reasonable care to protect such information.

These obligations shall not apply where the information:

is already publicly available without breach;
is independently developed;
is lawfully received from a third party;
is required to be disclosed by law.

PART F – DATA RETENTION

15.12 Retention

The Company may retain User information:

for the duration of the User's relationship with the Company;
for such additional period as may be reasonably necessary for legal, regulatory, tax, accounting, dispute resolution, fraud prevention, security, or legitimate business purposes.

Where appropriate, the Company may anonymize or securely dispose of information that is no longer required.

PART G – USER RIGHTS

15.13 Access & Correction

Subject to applicable law, the User may request:

access to personal information held by the Company;
correction of inaccurate information;
updating of personal information;
deletion of information where legally permissible.

The Company may require reasonable identity verification before acting upon such requests.

15.14 Withdrawal of Consent

Where processing is based on the User's consent, the User may withdraw such consent at any time.

Withdrawal of consent shall not affect the lawfulness of processing carried out before such withdrawal.

Withdrawal may also affect the Company's ability to continue providing certain products or services where such processing is necessary.

PART H – COOKIES & ANALYTICS

15.15 Cookies

The Platform may use cookies, pixels, SDKs, analytics tools, and similar technologies to:

authenticate Users;
improve Platform performance;
remember preferences;
measure usage;
enhance security;
improve customer experience.

Users may manage cookies through browser settings, subject to certain Platform functionalities being affected.

PART I – USER ACKNOWLEDGEMENT

15.16 User Confirmation

The User acknowledges and agrees that:

a. the Company may process personal information as reasonably necessary to provide GG Prime products and services;

b. reasonable security measures will be implemented, but absolute security cannot be guaranteed;

c. information may be shared with authorized service providers and authorities where legally required;

d. confidentiality obligations apply to both the Company and the User;

e. privacy rights shall be exercised in accordance with applicable law and the Company's Privacy Policy.

15.17 Privacy Policy

The Company's separately published Privacy Policy, as amended from time to time, forms an integral part of this Agreement.

To the extent of any inconsistency, the more specific provision applicable to the particular processing activity shall prevail, unless otherwise required by applicable law.

15.18 Reservation of Rights

The Company reserves the right to update its Privacy Policy and data processing practices from time to time to comply with changes in law, technology, security standards, or business operations.

Material changes shall be communicated in accordance with this Agreement where required by applicable law.

CHAPTER 16

WARRANTIES, DISCLAIMERS & LIMITATION OF LIABILITY

16.1 Purpose

This Chapter explains the warranties provided by the Company, the limitations applicable to software, digital services, promotional programmes, third-party services, and the extent of the Company's legal liability. It expands upon the Warranty Disclaimer and Limitation of Liability provisions already contained in the existing GG Prime Terms.

PART A – GENERAL WARRANTIES

16.2 Company's Commitment

The Company shall use commercially reasonable skill, care, and diligence in providing the products and services offered under GG Prime.

The Company shall make reasonable efforts to:

provide access to the Platform;
deliver software and services in accordance with the applicable scope;
maintain Platform security;
provide customer support through designated channels;
improve and update products and services from time to time.

16.3 No Absolute Warranty

Except as expressly stated in this Agreement or where required by applicable law, the Company does not warrant that:

the Platform will operate without interruption;
software will always be error-free;
services will always be available;
defects can always be corrected immediately;
the Platform will be compatible with every device or software environment.

The User acknowledges that all technology services may occasionally experience interruptions, maintenance periods, or technical issues.

PART B – SERVICE DISCLAIMERS

16.4 Technology Services

The User acknowledges that software and online services may be affected by factors beyond the Company's reasonable control, including:

internet connectivity;
cloud infrastructure;
power failures;
cyber-attacks;
maintenance activities;
hardware failures;
software bugs;
third-party API failures;
regulatory restrictions;
force majeure events.

The Company shall use reasonable efforts to restore services as soon as practicable.

16.5 Promotional Programmes

The User acknowledges that:

GG Perk Points;
Shopping Credits;
Vouchers;
Cashback;
Referral Rewards;
Merchant Offers;
Recognition Programmes;
Promotional Campaigns;

are promotional in nature.

The Company may modify, suspend, replace, or discontinue such promotional programmes in accordance with this Agreement and applicable law.

Participation in a promotional campaign does not create a perpetual or vested right to continue receiving promotional benefits.

16.6 Third-Party Products & Services

The Company may facilitate access to third-party products and services including:

payment gateways;
cloud hosting;
domain registration;
logistics services;
merchants;
social media platforms;
AI providers;
communication services.

Such products and services are governed by the respective third party's terms and conditions.

The Company is not responsible for acts, omissions, failures, delays, pricing changes, or service interruptions attributable to third-party providers.

PART C – NO BUSINESS GUARANTEE

16.7 No Guarantee of Business Success

The Company does not guarantee:

business growth;
profits;
customers;
sales;
market acceptance;
funding;
investment;
employment;
financial success;
return on investment.

Business outcomes depend upon numerous factors beyond the Company's reasonable control, including the User's own efforts, market conditions, competition, customer demand, pricing strategy, and economic circumstances.

16.8 No Guaranteed Income

The Company does not guarantee that participation in GG Prime or any Referral Programme will generate:

income;
commissions;
bonuses;
rewards;
incentives;
profits;
recurring earnings.

Any promotional rewards that may become available shall always remain subject to eligibility, verification, campaign rules, and Company policies.

PART D – LIMITATION OF LIABILITY

16.9 Exclusion of Indirect Losses

To the fullest extent permitted by applicable law, the Company shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to:

loss of profits;
loss of business opportunities;
loss of goodwill;
loss of anticipated savings;
loss of reputation;
business interruption;
loss of contracts;
loss of customers;
loss of data not caused by the Company's negligence;
loss arising from third-party services.

16.10 Maximum Liability

To the extent permitted by applicable law, the Company's aggregate liability arising out of or relating to this Agreement shall not exceed the total amount actually paid by the User to the Company for the specific product or service giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to such claim.

This limitation shall not apply where liability cannot be limited or excluded under applicable law, including liability arising from fraud, wilful misconduct, or any other non-excludable statutory liability.

PART E – USER RESPONSIBILITY

16.11 Independent Business Decisions

The User is solely responsible for:

selecting appropriate products and services;
determining whether a product is suitable for the User's business;
obtaining professional legal, tax, financial, or technical advice where necessary;
complying with applicable laws.

The Company does not provide legal, financial, investment, accounting, or tax advice unless expressly agreed in writing.

16.12 Data Backup

The User shall maintain appropriate backups of important business data.

While the Company may maintain system backups for operational purposes, the User remains responsible for retaining copies of critical information unless otherwise agreed in writing.

PART F – FORCE MAJEURE

16.13 Force Majeure

The Company shall not be liable for any delay or failure in performance resulting from events beyond its reasonable control, including:

natural disasters;
floods;
earthquakes;
pandemics;
epidemics;
war;
terrorism;
riots;
strikes;
government actions;
internet failures;
cyber-attacks;
power outages;
cloud infrastructure failures;
telecommunications failures;
acts of God.

The affected obligations shall be suspended for the duration of the Force Majeure event.

PART G – USER ACKNOWLEDGEMENT

16.14 User Confirmation

The User acknowledges and agrees that:

a. technology services involve operational and technical risks that cannot be completely eliminated;

b. promotional campaigns are discretionary and may change from time to time;

c. business success depends upon multiple factors beyond the Company's control;

d. the Company has not guaranteed any specific commercial, financial, or business outcome;

e. the limitations contained in this Chapter are reasonable, proportionate, and form an essential basis of this Agreement.

16.15 Consumer Rights

Nothing contained in this Agreement shall exclude, restrict, or limit any statutory rights or remedies that cannot lawfully be excluded under applicable law, including rights available under consumer protection legislation.

16.16 Reservation of Rights

The Company reserves all legal rights, remedies, and defences available under this Agreement and applicable law.

The limitations contained in this Chapter shall survive the termination or expiry of this Agreement to the extent necessary to give effect to their purpose.

CHAPTER 17

SUSPENSION, TERMINATION & EFFECT OF TERMINATION

17.1 Purpose

This Chapter sets out the circumstances under which the Company or the User may suspend or terminate access to GG Prime, the consequences of such suspension or termination, the treatment of software licences, promotional benefits, vouchers, GG Perk Points, Shopping Credits, and the rights and obligations that survive termination. This Chapter expands upon the Suspension and Termination provisions already contained in the existing GG Prime Terms.

PART A – SUSPENSION

17.2 Suspension by the Company

The Company may suspend, in whole or in part, the User's access to the Platform, software, products, services, promotional programmes, or account where it reasonably believes that:

this Agreement has been materially breached;
fraudulent or suspicious activity is detected;
KYC requirements are incomplete or inaccurate;
payment obligations remain outstanding;
unauthorized access or misuse is suspected;
continued access may compromise Platform security;
suspension is required to comply with applicable law, a court order, or a regulatory direction;
emergency maintenance or technical upgrades are necessary.

Where reasonably practicable, the Company shall notify the User of the suspension and, where appropriate, the steps required for restoration.

17.3 Temporary Suspension

Temporary suspension may be imposed for purposes including:

investigation of suspected fraud;
verification of identity;
verification of referrals or promotional benefits;
resolution of payment disputes;
security incidents;
technical maintenance.

During a temporary suspension, access to certain features or benefits may be restricted until the relevant issue is resolved.

PART B – TERMINATION BY THE USER

17.4 Voluntary Termination

The User may terminate participation in GG Prime by submitting a written request through the communication channels designated by the Company.

Termination by the User shall not automatically entitle the User to a refund, unless expressly provided under this Agreement or required by applicable law.

17.5 Outstanding Obligations

Before termination becomes effective, the User shall remain responsible for:

payment of outstanding dues;
compliance with contractual obligations accrued prior to termination;
return of Company property, where applicable;
settlement of any undisputed liabilities.

PART C – TERMINATION BY THE COMPANY

17.6 Grounds for Termination

The Company may terminate this Agreement, in whole or in part, where the User:

commits a material breach of this Agreement;
repeatedly violates Company policies;
engages in fraud or misrepresentation;
submits forged or false documents;
misuses software or promotional programmes;
infringes the Company's intellectual property rights;
uses the Platform for unlawful purposes;
fails to remedy a breach within a reasonable period after notice, where a cure period is appropriate;
becomes subject to legal or regulatory restrictions that prevent continued participation.

17.7 Immediate Termination

The Company may terminate the Agreement without prior notice where immediate action is reasonably necessary due to:

serious fraud;
criminal activity;
cyber-security threats;
money laundering concerns;
financing of unlawful activities;
deliberate attacks on Company systems;
orders of a competent court or regulatory authority.

PART D – EFFECT OF TERMINATION

17.8 Access to Services

Upon termination, the Company may:

deactivate the User's account;
disable software access;
terminate licences granted under this Agreement;
discontinue Digital Marketing Services;
suspend API access;
disable merchant facilities;
revoke promotional privileges.

17.9 Promotional Benefits

Upon lawful termination, the Company may:

cancel unredeemed vouchers;
cancel unused GG Perk Points;
cancel unused Shopping Credits;
discontinue pending promotional rewards;
reject unverified referral claims.

Benefits already validly redeemed before termination shall generally remain unaffected unless obtained through fraud, misrepresentation, or material breach of this Agreement.

17.10 User Data

Following termination, the Company may retain or delete User information in accordance with:

this Agreement;
the Privacy Policy;
applicable law;
legal retention requirements;
legitimate business needs.

The User is encouraged to export or retrieve any data made available for download before termination, where such functionality is provided.

PART E – REACTIVATION

17.11 Restoration of Account

Where suspension occurred due to:

incomplete documentation;
payment issues;
verification requirements;
minor contractual breaches;

the Company may restore the User's account after the relevant issue has been satisfactorily resolved.

Restoration shall be at the Company's reasonable discretion and subject to compliance with this Agreement.

17.12 New Registration

A User whose account has been terminated for fraud, criminal activity, or serious breach of this Agreement shall not create a new account without the Company's prior written approval.

The Company may reject duplicate or replacement registrations intended to circumvent a suspension or termination.

PART F – SURVIVAL

17.13 Continuing Obligations

Termination or expiry of this Agreement shall not affect provisions which by their nature are intended to survive, including those relating to:

payment obligations;
confidentiality;
intellectual property;
limitation of liability;
indemnity;
dispute resolution;
governing law;
data retention;
statutory compliance.

17.14 Accrued Rights

Termination shall not affect any rights, remedies, obligations, or liabilities that accrued prior to the effective date of termination.

PART G – USER ACKNOWLEDGEMENT

17.15 User Confirmation

The User acknowledges and agrees that:

a. the Company may suspend or terminate access where reasonably necessary to protect its Platform, Users, merchants, or legal interests;

b. suspension may be temporary while investigations or verification are conducted;

c. termination may result in the loss of access to software, promotional programmes, and unredeemed benefits, subject to this Agreement and applicable law;

d. obligations intended to survive termination shall continue to remain enforceable.

17.16 Reservation of Rights

The Company reserves the right to exercise any additional remedies available under this Agreement or applicable law in relation to any breach, fraud, misuse, or unlawful activity.

No delay or failure by the Company in exercising any right under this Agreement shall constitute a waiver of that right.

CHAPTER 18

DISPUTE RESOLUTION, GOVERNING LAW & JURISDICTION

18.1 Purpose

This Chapter establishes the procedure for resolving disputes arising out of or relating to GG Prime, including customer grievances, internal resolution, mediation, arbitration, governing law, and jurisdiction. It expands upon the Dispute Resolution and Governing Law provisions contained in the existing GG Prime Terms.

PART A – CUSTOMER GRIEVANCE RESOLUTION

18.2 Commitment to Fair Resolution

The Company is committed to resolving genuine customer grievances in a fair, transparent, efficient, and commercially reasonable manner.

Before initiating formal legal proceedings, both the Company and the User agree to make reasonable efforts to resolve disputes through the grievance resolution process set out in this Chapter.

18.3 Raising a Grievance

A User may submit a grievance relating to:

software implementation;
account access;
payments;
refunds;
vouchers;
GG Perk Points;
Shopping Credits;
promotional campaigns;
referral verification;
Digital Marketing Services;
merchant transactions;
privacy concerns;
any other matter relating to GG Prime.

The grievance should include sufficient details and supporting documents to enable proper review.

18.4 Company Review

Upon receipt of a grievance, the Company may:

acknowledge receipt;
verify relevant records;
seek additional information;
investigate the matter;
communicate its findings;
propose an appropriate resolution where justified.

The Company shall endeavour to respond within a reasonable period, depending upon the complexity of the matter.

PART B – AMICABLE SETTLEMENT

18.5 Good Faith Negotiation

If a dispute cannot be resolved through the initial grievance process, both parties shall first attempt to resolve the dispute through good faith discussions and negotiations.

Both parties agree to cooperate reasonably and exchange relevant information necessary for resolution.

18.6 Mediation

Where appropriate and mutually agreed, the parties may attempt to resolve the dispute through mediation before commencing arbitration.

Participation in mediation shall not prevent either party from pursuing arbitration or legal remedies if mediation does not result in settlement.

PART C – ARBITRATION

18.7 Arbitration Agreement

Subject to applicable law, any dispute, controversy, or claim arising out of or relating to this Agreement that is not resolved amicably may be referred to arbitration.

The arbitration shall be conducted in accordance with the provisions of the Arbitration and Conciliation Act, 1996, as amended from time to time.

18.8 Appointment of Arbitrator

Unless otherwise agreed by the parties:

the arbitration shall be conducted by a Sole Arbitrator;
the Sole Arbitrator shall be appointed by mutual agreement of the parties.

If the parties fail to mutually appoint an Arbitrator in accordance with applicable law, either party may approach the competent court for appointment under the Arbitration and Conciliation Act, 1996.

18.9 Seat and Venue of Arbitration

Unless otherwise required by applicable law or mutually agreed:

the legal seat of arbitration shall be Ahmedabad, Gujarat, India;
hearings may be conducted physically, virtually, or in hybrid mode, as determined by the Arbitrator.

18.10 Language

The arbitration proceedings shall ordinarily be conducted in the English language.

Documents submitted in another language may be accompanied by an English translation where reasonably required.

PART D – GOVERNING LAW

18.11 Applicable Law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of India.

The rights and obligations of the parties shall be interpreted consistently with applicable Indian laws, including, where relevant:

the Indian Contract Act, 1872;
the Information Technology Act, 2000;
the Consumer Protection Act, 2019;
the Digital Personal Data Protection Act, 2023;
the Arbitration and Conciliation Act, 1996;
the Goods and Services Tax laws;
and other applicable laws and regulations.

PART E – COURT JURISDICTION

18.12 Exclusive Jurisdiction

Subject to the arbitration provisions contained in this Chapter, the courts having jurisdiction at Ahmedabad, Gujarat, shall have exclusive jurisdiction over matters:

relating to interim relief;
enforcement of arbitral awards;
appointment of arbitrators;
matters which are non-arbitrable under applicable law;
any other proceedings permitted before courts under applicable law.

PART F – LIMITATION PERIOD

18.13 Timely Claims

Each party agrees to raise any claim or dispute within the limitation period prescribed under applicable law.

Nothing contained in this Agreement shall shorten or extend any statutory limitation period unless expressly permitted by law.

PART G – CONTINUED PERFORMANCE

18.14 Continuation of Services

Unless otherwise directed by a competent authority or where continued performance is not reasonably possible, both parties shall continue to perform their respective obligations during the pendency of a dispute.

The existence of a dispute shall not automatically suspend all contractual obligations.

PART H – LEGAL COSTS

18.15 Costs

Unless otherwise determined by the Arbitrator or required by applicable law:

each party shall bear its own legal and professional costs;
arbitration fees and administrative expenses shall be allocated in accordance with the Arbitrator's directions.

PART I – USER ACKNOWLEDGEMENT

18.16 User Confirmation

The User acknowledges and agrees that:

a. disputes should first be addressed through the Company's grievance resolution process;

b. the parties shall make reasonable efforts to resolve disputes amicably before commencing arbitration;

c. unresolved disputes may be referred to arbitration in accordance with applicable Indian law;

d. Ahmedabad, Gujarat shall ordinarily be the seat of arbitration and the courts having jurisdiction there shall exercise jurisdiction over matters permitted by law.

18.17 Severability of Dispute Resolution Provisions

If any provision of this Chapter is held to be invalid, illegal, or unenforceable by a competent court or arbitral tribunal, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

18.18 Reservation of Rights

Nothing contained in this Chapter shall prevent either party from:

seeking interim or conservatory relief from a competent court;
complying with statutory obligations;
reporting matters to regulatory authorities where required by law;
exercising any other legal right or remedy available under applicable law.

CHAPTER 19

GENERAL PROVISIONS

19.1 Purpose

This Chapter contains the general legal provisions governing the interpretation, administration, amendment, enforceability, communication, assignment, relationship of the parties, and other miscellaneous matters relating to this Agreement. These provisions are intended to ensure that the Agreement remains legally effective, commercially practical, and enforceable. This Chapter expands upon the General Terms contained in the existing GG Prime Terms.

PART A – ENTIRE AGREEMENT

19.2 Entire Agreement

This Agreement, together with:

the Privacy Policy;
Refund & Cancellation Policy;
Voucher Terms;
Merchant Terms;
Software Licence Terms;
Promotional Campaign Rules;
Service Orders;
Statements of Work;
Commercial Quotations;
and any other documents expressly incorporated by reference,

constitutes the entire agreement between the Company and the User relating to GG Prime.

It supersedes all prior discussions, representations, proposals, understandings, or agreements relating to the same subject matter, whether oral or written.

19.3 No Reliance

The User acknowledges that participation in GG Prime is based solely on the terms contained in this Agreement and not on any oral statement, representation, promise, or assurance that is not expressly included in this Agreement or an official written communication issued by the Company.

PART B – AMENDMENTS

19.4 Amendment of Terms

The Company may revise or amend this Agreement from time to time:

to comply with changes in law;
to improve products or services;
to introduce new technologies;
to strengthen security;
to introduce new promotional programmes;
to improve operational efficiency.

Material amendments shall become effective after being communicated to Users through appropriate communication channels or publication on the Company's official website or Platform, unless a different effective date is specified or required by law.

19.5 Continued Use

Continued use of GG Prime after the effective date of an amendment shall constitute acceptance of the revised Terms, unless applicable law requires express consent.

Where a User does not agree to a material amendment, the User may discontinue use of the affected services in accordance with this Agreement.

PART C – SEVERABILITY

19.6 Severability

If any provision of this Agreement is held by a competent court or tribunal to be invalid, illegal, or unenforceable, that provision shall be interpreted, modified, or severed to the minimum extent necessary.

The remaining provisions shall continue in full force and effect.

PART D – WAIVER

19.7 No Waiver

Failure or delay by the Company to exercise any right or remedy under this Agreement shall not constitute a waiver of that right.

Any waiver shall be valid only if made in writing by an authorized representative of the Company.

A waiver of one breach shall not constitute a waiver of any subsequent or continuing breach.

PART E – ASSIGNMENT

19.8 Assignment by the Company

The Company may assign, transfer, delegate, novate, or otherwise transfer its rights or obligations under this Agreement:

to any affiliate;
subsidiary;
successor entity;
purchaser of the relevant business;
or as part of a merger, restructuring, or corporate reorganization,

provided that such transfer does not materially reduce the User's contractual rights.

19.9 Assignment by the User

The User shall not assign, transfer, sublicense, delegate, or otherwise transfer any rights or obligations under this Agreement without the Company's prior written consent.

Any attempted assignment in violation of this Clause shall be void to the extent permitted by law.

PART F – RELATIONSHIP OF PARTIES

19.10 Independent Relationship

Nothing contained in this Agreement shall be construed as creating:

an employer–employee relationship;
a partnership;
a joint venture;
an agency;
a franchise;
a fiduciary relationship;
or any other legal relationship,

except as expressly stated in writing.

Each party shall act as an independent contracting party.

19.11 No Authority

The User shall have no authority to:

bind the Company;
enter contracts on behalf of the Company;
incur liabilities on behalf of the Company;
make legal commitments on behalf of the Company;

unless expressly authorized in writing.

PART G – ELECTRONIC RECORDS

19.12 Electronic Communications

The User agrees that notices, invoices, confirmations, approvals, agreements, and other communications may be provided electronically through:

email;
SMS;
WhatsApp;
the Company's website;
mobile applications;
customer portals;
or other electronic communication channels permitted by law.

Such electronic communications shall have the same legal effect as communications in physical form, to the extent recognized under applicable law.

19.13 Electronic Acceptance

The User agrees that clicking an acceptance button, submitting an online form, completing registration, making payment, or otherwise electronically accepting these Terms shall constitute a valid and legally binding acceptance of this Agreement in accordance with applicable law.

PART H – NOTICES

19.14 Notices to the User

The Company may send notices to the User using the contact information provided during registration.

A notice shall be deemed delivered when:

successfully transmitted electronically;
delivered personally;
delivered by courier;
delivered by registered post;
or otherwise communicated through an authorized channel.

19.15 Notices to the Company

The User shall send legal notices only through the communication channels or registered office address officially notified by the Company.

PART I – HEADINGS & INTERPRETATION

19.16 Interpretation

In this Agreement:

headings are for convenience only and shall not affect interpretation;
singular includes the plural and vice versa where the context requires;
references to laws include amendments, re-enactments, and successor legislation;
references to "including" shall mean "including without limitation."

PART J – SURVIVAL

19.17 Survival

The following provisions shall survive termination or expiry of this Agreement to the extent necessary:

payment obligations;
confidentiality;
intellectual property;
privacy;
limitation of liability;
indemnity;
dispute resolution;
governing law;
audit rights;
statutory compliance;
any other provision which by its nature is intended to survive.

PART K – FORCE OF AGREEMENT

19.18 Binding Effect

This Agreement shall be binding upon and shall benefit:

the Company;
the User;
their respective lawful successors;
permitted assigns;
legal representatives, where applicable.

PART L – USER ACKNOWLEDGEMENT

19.19 User Confirmation

The User acknowledges and agrees that:

a. this Agreement represents the complete understanding between the parties regarding GG Prime;

b. the Company may update these Terms in accordance with this Agreement and applicable law;

c. electronic communications and electronic acceptance shall be legally valid;

d. each provision of this Agreement is intended to be interpreted independently, and the invalidity of one provision shall not affect the remainder;

e. the User has read, understood, and voluntarily accepted these Terms.

19.20 Final Reservation of Rights

The Company reserves all rights, powers, remedies, and protections available under:

this Agreement;
applicable law;
equity;
common law principles, where applicable;
statutory rights;
contractual rights.

No provision of this Agreement shall be interpreted as limiting any right that cannot lawfully be limited under applicable law.

CHAPTER 20

REGULATORY COMPLIANCE, LEGAL DECLARATIONS & STATUTORY COMPLIANCE

20.1 Purpose

This Chapter sets out the Company's and the User's obligations to comply with applicable laws, regulations, statutory requirements, industry standards, and governmental directions in relation to GG Prime, its software, digital commerce ecosystem, promotional programmes, vouchers, merchant services, SaaS solutions, and business activities. This Chapter expands upon the statutory compliance provisions contained in the existing GG Prime Terms.

PART A – COMPLIANCE WITH APPLICABLE LAW

20.2 Applicable Laws

The Company and the User shall comply with all applicable laws, regulations, notifications, rules, circulars, and governmental directions, including but not limited to:

Indian Contract Act, 1872;
Information Technology Act, 2000;
Consumer Protection Act, 2019;
Digital Personal Data Protection Act, 2023;
Arbitration and Conciliation Act, 1996;
Goods and Services Tax Laws;
Companies Act, 2013;
Foreign Exchange Management Act, 1999 (where applicable);
Prevention of Money Laundering Act, 2002 (where applicable);
Copyright Act, 1957;
Trade Marks Act, 1999;
Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, to the extent applicable;
Food Safety and Standards Act, 2006, where applicable to food-related merchants;
and all other applicable Central, State, and local laws.

20.3 Regulatory Changes

If any law, regulation, judicial decision, or governmental direction requires modification of any provision of this Agreement, the Company may amend the relevant provisions to ensure continued legal compliance.

PART B – CONSUMER PROTECTION

20.4 Consumer Rights

Nothing contained in this Agreement shall exclude, restrict, or waive any statutory rights available to Consumers under applicable law.

The Company shall endeavour to conduct its business fairly, transparently, and in accordance with consumer protection principles.

20.5 Fair Business Practices

The Company is committed to:

transparent pricing;
fair promotional practices;
responsible advertising;
ethical customer communication;
grievance redressal;
protection of customer information.

Users are encouraged to report misleading activities or misuse of the Company's name or promotional programmes.

PART C – DIGITAL COMPLIANCE

20.6 Electronic Transactions

The User acknowledges that transactions conducted through the Company's digital platforms shall be recognized in accordance with applicable electronic commerce and information technology laws.

Electronic records, digital communications, and electronic acceptance shall have legal validity to the extent recognized under applicable law.

20.7 Cyber Security

The Company may implement reasonable cyber security measures including:

access controls;
encryption;
multi-factor authentication;
fraud detection systems;
audit logs;
security monitoring;
vulnerability assessments;
periodic security upgrades.

The User shall cooperate with reasonable security requirements introduced by the Company.

PART D – FINANCIAL COMPLIANCE

20.8 Tax Compliance

The User shall remain responsible for:

GST compliance applicable to the User's business;
maintenance of statutory records;
filing applicable tax returns;
payment of applicable taxes arising from the User's own business activities.

The Company shall not be responsible for the User's independent tax obligations.

20.9 Anti-Money Laundering

The User shall not use GG Prime for:

money laundering;
financing unlawful activities;
concealment of proceeds of crime;
fraudulent financial transactions;
identity laundering.

The Company may conduct reasonable verification and report suspicious transactions where required by applicable law.

PART E – ANTI-CORRUPTION

20.10 Ethical Business Conduct

The User shall conduct all activities honestly and ethically.

The User shall not:

offer unlawful payments;
pay bribes;
receive illegal commissions;
influence public officials unlawfully;
engage in corrupt practices.

PART F – MERCHANT COMPLIANCE

20.11 Merchant Obligations

Merchants participating in the GG ecosystem shall ensure compliance with all laws applicable to their business, including those relating to:

product quality;
consumer safety;
taxation;
warranties;
licences;
registrations;
labour laws;
environmental laws;
food safety (where applicable).

The Company acts as a technology and promotional platform unless expressly stated otherwise.

PART G – SOFTWARE COMPLIANCE

20.12 Software Licensing

Users shall ensure that software is used only in accordance with:

applicable licence terms;
permitted user limits;
applicable laws;
intellectual property laws;
export restrictions, where applicable.

Unauthorized commercial exploitation of Company software is prohibited.

PART H – NO INVESTMENT OR FINANCIAL PRODUCT

20.13 Nature of GG Prime

The User expressly acknowledges that GG Prime is:

a technology enablement programme;
a digital commerce ecosystem;
a software and business services platform;
a promotional customer engagement programme.

GG Prime is not:

a deposit scheme;
an investment scheme;
a collective investment scheme;
a chit fund;
a money circulation scheme;
a pyramid scheme;
a financial product;
a securities offering.

Participation fees are payable for products, software licences, digital services, business solutions, promotional benefits, and related commercial offerings, and not for any investment or deposit.

20.14 No Guaranteed Returns

The Company does not guarantee:

financial returns;
investment appreciation;
passive income;
wealth creation;
profits;
fixed earnings.

Any promotional rewards are campaign-based and subject to eligibility, verification, and applicable terms.

PART I – PRICE CHALLENGE GUARANTEE

Based on the slide, the legal clause should reflect every promise shown on the slide, not just the promotional campaign. Here's a comprehensive agreement clause explaining each point.

20.15 Promotional Price Challenge Guarantee

The Company may, from time to time, offer a 100% Price Challenge Guarantee as part of a promotional campaign. Such guarantee shall be subject to the following terms and conditions:

20.15.1 Campaign Specific
The Price Challenge Guarantee is a promotional offer and shall apply only to the products, packages, or services specifically covered under the relevant campaign. It shall not be treated as a general warranty applicable to all products or services offered by the Company.

20.15.2 Comparable Offering Required
To claim the benefit, the customer must demonstrate another platform offering a substantially similar combination of:

Technology
Features
Merchant Network
Business Tools
Cashback Ecosystem
Digital Commerce Infrastructure
Customer Acquisition System
Business Support

The competing offering must be legally available in India and capable of independent verification by the Company.

20.15.3 Value Match
Where the Company determines that the competing platform offers an equivalent combination of products, services, and features at a lower price, the Company may, at its sole discretion, match the value or price offered by such competing platform.

20.15.4 Money Refund
If the Company is unable to match the verified comparable offering, it may provide a refund in accordance with the specific promotional campaign terms, subject to successful verification and fulfillment of all eligibility conditions.

20.15.5 Software at No Additional Cost
Where expressly provided under the applicable promotional campaign, the Company may offer the relevant software or digital solution free of charge, subject to verification, technical feasibility, applicable licensing conditions, and other campaign-specific terms.

20.15.6 Verification Process
All claims submitted under the Price Challenge Guarantee shall be subject to verification by the Company. The customer shall provide all information, documents, quotations, website links, product specifications, or any other evidence reasonably required to verify the competing offer.

20.15.7 Eligibility Conditions
The Price Challenge Guarantee shall apply only where all eligibility criteria, timelines, documentation requirements, and other conditions specified in the applicable promotional campaign are fully satisfied.

20.15.8 Exclusions
The Price Challenge Guarantee shall not apply where:

the competing offer is incomplete or not comparable;
products or services differ materially in functionality, quality, technology, support, merchant network, or overall value proposition;
the competing offer is temporary, fraudulent, unauthorized, or incapable of independent verification;
the claim does not comply with the applicable promotional campaign terms.

20.15.9 No General Warranty
The Price Challenge Guarantee shall not be interpreted as a continuing price guarantee, lowest-price guarantee, or permanent warranty for every product or service offered by the Company. It is a promotional commitment applicable only to qualifying campaigns.

20.15.10 Final Decision
The Company's determination regarding comparability, eligibility, verification, valuation, and settlement under the Promotional Price Challenge Guarantee shall be final and binding on the customer.

PART J – REGULATORY COOPERATION

20.16 Cooperation with Authorities

The Company may cooperate with:

Courts;
Government Authorities;
Regulatory Bodies;
Law Enforcement Agencies;
Tax Authorities;
Cyber Security Agencies;

where required by applicable law or lawful governmental direction.

PART K – USER DECLARATION

20.17 User Declaration

The User declares that:

a. participation in GG Prime is voluntary;

b. the User has independently evaluated the products and services before joining;

c. the User shall comply with all applicable laws while using GG Prime;

d. the User shall not represent GG Prime in any manner inconsistent with this Agreement;

e. the User understands that the Company promotes lawful digital commerce, software adoption, and business enablement.

PART L – COMPANY DECLARATION

20.18 Company's Declaration

The Company declares that it shall endeavour to:

conduct its business lawfully;
comply with applicable regulatory requirements;
continuously improve its software and services;
maintain commercially reasonable compliance systems;
cooperate with competent authorities as required by law.

PART M – USER ACKNOWLEDGEMENT

20.19 User Confirmation

The User acknowledges and agrees that:

a. compliance with applicable laws is a shared responsibility of both the Company and the User;

b. the Company may amend these Terms where reasonably necessary to comply with changes in law;

c. GG Prime is a technology and business enablement programme and should not be interpreted as an investment, deposit, money circulation, or financial scheme;

d. failure to comply with applicable law or this Agreement may result in suspension, termination, or other lawful action.

20.20 Reservation of Rights

The Company reserves the right to:

update compliance procedures;
introduce additional verification requirements;
modify operational practices;
cooperate with regulators;
implement new statutory safeguards,

to ensure continued compliance with applicable laws and the protection of the GG Prime ecosystem.

CHAPTER 21

SPECIAL TERMS FOR MERCHANTS, BUSINESS PARTNERS, CHANNEL PARTNERS & ENTERPRISE CUSTOMERS

21.1 Purpose

This Chapter sets out the additional terms applicable to Merchants, Vendors, Business Partners, Channel Partners, Master Channel Partners, Enterprise Customers, Corporate Clients, Government Organizations, Educational Institutions, and other commercial users of GG Prime, UPOS, SaaS Products, ERP Solutions, and related business services. This Chapter expands upon the Business Services and Merchant provisions contained in the existing GG Prime Terms.

PART A – MERCHANT PARTICIPATION

21.2 Merchant Eligibility

Any individual, proprietorship, partnership, LLP, company, trust, society, institution, or other lawful business entity may apply to become a Merchant or Business Partner, subject to:

successful registration;
KYC verification;
business verification;
compliance with applicable laws;
acceptance by the Company.

The Company reserves the right to approve, reject, suspend, or terminate any Merchant application at its reasonable discretion.

21.3 Merchant Responsibilities

Every Merchant shall:

supply lawful products and services;
maintain all required licences and registrations;
honour valid customer orders;
comply with applicable consumer protection laws;
provide truthful product descriptions;
maintain reasonable customer support;
comply with taxation requirements.

The Merchant shall be solely responsible for the quality, safety, legality, warranty, and delivery of its own products and services.

PART B – ENTERPRISE CUSTOMERS

21.4 Enterprise Services

Enterprise Customers may purchase:

ERP Solutions;
CRM Systems;
HRMS;
Accounting Software;
Billing Software;
Inventory Management Systems;
Manufacturing Solutions;
Hospital Management Systems;
School Management Systems;
AI Solutions;
Mobile Applications;
Websites;
Custom Software Development;
Digital Marketing Services;
Business Consulting Services.

The scope of services shall be governed by the applicable quotation, proposal, Statement of Work (SOW), or Service Order.

21.5 Custom Development

Where software is developed specifically for an Enterprise Customer:

development shall be based upon approved requirements;
timelines shall depend upon project complexity;
change requests may require revised timelines and additional charges;
acceptance testing shall be carried out before production deployment.

Unless otherwise agreed in writing, ownership of the Company's development tools, frameworks, reusable code, libraries, and methodologies shall remain with the Company.

PART C – CHANNEL PARTNERS

21.6 Appointment

The Company may appoint:

Assistant Channel Partners (ACP);
Channel Partners (CP);
Master Channel Partners (MCP);
Business Associates;
Strategic Partners;
Franchise Partners;
Distribution Partners;
Authorized Resellers;

under separate commercial programmes announced by the Company.

Such appointments shall be governed by this Agreement together with the applicable Partner Policy, Commercial Agreement, or Appointment Letter.

21.7 No Exclusive Rights

Unless expressly agreed in writing:

no Partner shall enjoy exclusive territorial rights;
no Partner shall have exclusive customer rights;
no Partner shall restrict the Company from appointing additional partners.

The Company may appoint multiple Partners in the same geographical area or business segment.

PART D – BUSINESS OBLIGATIONS

21.8 Ethical Conduct

Partners shall:

conduct business honestly;
comply with Company policies;
avoid misleading promotions;
avoid unfair competition;
maintain professional conduct;
protect the Company's goodwill.

21.9 Independent Business

Partners operate as independent business entities.

Nothing contained in this Agreement shall create:

employment;
agency;
partnership;
joint venture;
franchise;
fiduciary relationship.

Partners shall remain solely responsible for:

their employees;
taxes;
statutory registrations;
office operations;
business expenses.

PART E – MERCHANT PAYMENTS

21.10 Settlement

Where the Company facilitates merchant transactions, settlements shall be processed in accordance with:

applicable merchant agreements;
payment gateway rules;
banking regulations;
settlement schedules.

Settlement timelines may vary depending upon banking systems, payment partners, fraud verification, and regulatory requirements.

21.11 Chargebacks & Disputes

Where a customer disputes a merchant transaction, the Company may:

temporarily withhold settlement;
investigate the transaction;
seek supporting documentation;
reverse payments where legally justified;
recover amounts improperly credited.

The Merchant shall cooperate with reasonable investigations.

PART F – SERVICE LEVELS

21.12 Commercially Reasonable Efforts

The Company shall use commercially reasonable efforts to:

implement software;
provide customer support;
maintain Platform availability;
deliver agreed services;
resolve reported issues.

Service levels may vary depending upon:

selected package;
implementation scope;
third-party dependencies;
customer cooperation.

21.13 Customer Obligations

Enterprise Customers shall:

provide timely approvals;
nominate authorized representatives;
provide business requirements;
perform user acceptance testing;
cooperate during implementation;
arrange training participation.

Failure to fulfil these obligations may impact implementation timelines.

PART G – INTELLECTUAL PROPERTY

21.14 Ownership

Unless otherwise agreed in writing:

Company software;
AI models;
templates;
frameworks;
methodologies;
documentation;
reusable components;
trademarks;

shall remain the exclusive property of the Company.

Enterprise Customers shall retain ownership of their own business data and pre-existing intellectual property.

PART H – TERMINATION

21.15 Termination of Partner Status

The Company may suspend or terminate Merchant or Partner status where:

contractual obligations are materially breached;
fraud is detected;
misleading business practices occur;
legal compliance fails;
licences expire;
statutory violations occur.

Termination shall not affect accrued rights or liabilities.

PART I – USER ACKNOWLEDGEMENT

21.16 Partner Declaration

Every Merchant, Partner, or Enterprise Customer acknowledges that:

a. participation is based upon independent commercial judgment;

b. business success depends upon individual efforts and market conditions;

c. the Company does not guarantee sales, revenue, customers, or profitability;

d. commercial relationships remain subject to applicable agreements and Company policies.

21.17 Reservation of Rights

The Company reserves the right to:

revise Partner Policies;
introduce new commercial programmes;
modify service offerings;
revise implementation methodologies;
expand technology platforms;
appoint additional Partners;
discontinue obsolete services.

Such revisions shall be implemented in accordance with this Agreement and applicable law.

CHAPTER 22

PROMOTIONAL PROGRAMMES, CAMPAIGNS, REWARDS & RECOGNITION

22.1 Purpose

This Chapter governs all promotional programmes, marketing campaigns, referral campaigns, cashback offers, vouchers, rewards, recognition programmes, contests, incentives, conferences, travel programmes, and other promotional activities conducted by the Company from time to time. This Chapter expands upon the Promotional Campaign provisions contained in the existing GG Prime Terms.

PART A – PROMOTIONAL PROGRAMMES

22.2 Nature of Promotional Programmes

The Company may introduce promotional programmes from time to time to encourage the adoption of its products, software, services, and digital commerce ecosystem.

Promotional programmes may include:

Cashback Offers;
GG Perk Points;
Shopping Credits;
Discount Campaigns;
Referral Campaigns;
Merchant Promotions;
Product Launch Offers;
Early Bird Benefits;
Lucky Draws;
Recognition Awards;
Conferences;
Domestic Tours;
International Tours;
Training Programmes;
Leadership Events;
Special Promotional Packages;
Other promotional initiatives introduced by the Company.

Participation in any promotional programme shall always remain voluntary.

22.3 Campaign-Specific Terms

Each promotional campaign may have its own:

eligibility criteria;
participation requirements;
validity period;
reward structure;
redemption process;
exclusions;
campaign conditions.

Where a campaign-specific term differs from this Agreement, the campaign-specific term shall apply only to that particular campaign to the extent of the inconsistency.

PART B – ELIGIBILITY

22.4 Eligibility Requirements

Participation in promotional campaigns may require:

successful registration;
completion of KYC;
payment confirmation;
compliance with this Agreement;
fulfilment of campaign conditions;
verification by the Company.

The Company may verify eligibility before releasing any promotional benefit.

22.5 Disqualification

The Company may disqualify a User from any promotional programme where it reasonably determines that the User has:

provided false information;
created duplicate accounts;
manipulated transactions;
violated campaign rules;
committed fraud;
breached this Agreement;
engaged in unlawful conduct.

Where promotional benefits have already been granted through fraud or material breach, the Company may cancel or recover such benefits in accordance with applicable law.

PART C – REWARDS & INCENTIVES

22.6 Promotional Rewards

Subject to campaign-specific terms, promotional rewards may include:

Cashback;
GG Perk Points;
Shopping Credits;
Digital Vouchers;
Product Discounts;
Software Benefits;
Digital Marketing Credits;
Complimentary Services;
Event Invitations;
Recognition Awards;
Certificates;
Trophies;
Merchandise;
Domestic Travel;
International Travel;
Other promotional benefits announced by the Company.

No promotional reward shall become payable unless all applicable eligibility conditions are satisfied.

22.7 Verification Before Reward

Before granting any reward, the Company may verify:

payment records;
KYC status;
referral authenticity;
merchant transactions;
campaign compliance;
fraud indicators;
eligibility criteria.

The Company may delay distribution until such verification is completed.

PART D – EVENTS & RECOGNITION

22.8 Conferences & Recognition Events

The Company may organize:

Business Conferences;
Leadership Meets;
Product Launch Events;
Training Programmes;
Networking Events;
Annual Recognition Ceremonies;
Award Functions;
Business Summits.

Attendance may be subject to invitation, registration, eligibility, seating capacity, and applicable event rules.

22.9 Travel Programmes

Where promotional campaigns include domestic or international travel:

travel schedules;
visa requirements;
passport validity;
travel insurance;
accommodation;
transportation;
taxes;
personal expenses;

shall be governed by the applicable campaign terms.

The User shall remain responsible for obtaining all travel documents required by law.

PART E – PROMOTIONAL LIMITATIONS

22.10 No Transfer

Unless expressly permitted:

promotional rewards;
invitations;
vouchers;
event passes;
travel eligibility;
recognition benefits;

shall be personal to the eligible User and shall not be transferable, assignable, or redeemable for cash.

22.11 No Cash Alternative

Unless expressly stated by the Company or required by applicable law:

promotional benefits;
rewards;
recognition;
travel incentives;
event invitations;

shall not be exchanged for cash or substituted by any other benefit.

PART F – MODIFICATION OF CAMPAIGNS

22.12 Company's Right to Modify

The Company may, acting reasonably, modify, extend, suspend, or discontinue any promotional campaign where necessary due to:

operational requirements;
technical reasons;
fraud prevention;
legal compliance;
regulatory directions;
force majeure events;
insufficient participation;
business considerations.

Such modifications shall not affect benefits that have already been validly earned and confirmed, unless cancellation is required due to fraud, material breach, or applicable law.

22.13 Errors & Corrections

The Company reserves the right to correct:

typographical errors;
pricing errors;
calculation errors;
publication mistakes;
technical glitches;
system-generated inaccuracies.

The correction of a genuine error shall not constitute a breach of this Agreement.

PART G – PUBLICITY

22.14 Promotional Publicity

Where a User receives an award, recognition, or promotional benefit, the User may, subject to applicable law, permit the Company to use the User's:

name;
city;
photograph;
video;
testimonial;
achievement;

for reasonable promotional and marketing purposes.

Where consent is required under applicable law, the Company shall obtain such consent before using personal information.

PART H – USER ACKNOWLEDGEMENT

22.15 User Confirmation

The User acknowledges and agrees that:

a. participation in promotional campaigns is voluntary;

b. promotional campaigns are conducted for marketing and customer engagement purposes;

c. eligibility for rewards is always subject to verification and compliance with applicable campaign rules;

d. promotional programmes do not create any permanent or vested contractual right to future rewards;

e. the Company may modify promotional campaigns in accordance with this Agreement and applicable law.

22.16 Reservation of Rights

The Company reserves the right to:

launch new promotional programmes;
revise campaign rules;
introduce new reward structures;
discontinue existing campaigns;
verify eligibility;
investigate misuse;
withhold or cancel rewards obtained through fraud, misrepresentation, or material breach of this Agreement.

CHAPTER 23

FINAL DECLARATIONS, DIGITAL ACCEPTANCE, COMPANY INFORMATION & EFFECTIVE DATE

23.1 Purpose

This Chapter constitutes the final legal declaration governing the acceptance, execution, interpretation, and administration of this Agreement. It confirms the legally binding nature of electronic acceptance, identifies the Company, provides official contact information, and specifies the documents that form part of this Agreement. This Chapter expands upon the concluding provisions contained in the existing GG Prime Terms.

PART A – USER DECLARATION

23.2 User Declaration

By registering for, purchasing, accessing, activating, or using GG Prime or any product or service offered by the Company, the User declares and confirms that:

a. the User has carefully read this Agreement;

b. the User has understood the rights, obligations, risks, and responsibilities contained herein;

c. the User has voluntarily chosen to participate in GG Prime;

d. all information submitted to the Company is true, complete, and accurate to the best of the User's knowledge;

e. the User shall comply with this Agreement and all applicable laws;

f. the User understands that GG Prime is a technology enablement and digital commerce programme and not an investment, deposit, money circulation, or financial scheme.

23.3 Independent Decision

The User confirms that participation in GG Prime is based upon the User's own independent evaluation of the products and services offered by the Company.

The User confirms that no unauthorized representation, oral promise, or unofficial assurance has influenced the User's decision to participate.

PART B – ELECTRONIC ACCEPTANCE

23.4 Electronic Execution

The User agrees that this Agreement may be accepted electronically by:

clicking an "I Agree" or similar acceptance button;
completing online registration;
submitting an application;
making payment;
activating software;
redeeming vouchers;
using GG Prime services;
continuing to access the Platform after notification of updated Terms.

Such electronic acceptance shall constitute a valid and legally binding agreement between the Company and the User in accordance with applicable law.

23.5 Electronic Records

Electronic records generated by the Company, including:

registration records;
payment confirmations;
invoices;
login records;
acceptance logs;
digital acknowledgements;
communication records;
transaction records;

may be maintained as evidence of the User's acceptance and use of GG Prime, subject to applicable law.

PART C – COMPANY INFORMATION

23.6 Company Details

Unless otherwise notified, GG Prime is operated by:

Global Garner Sales Services Limited

through its websites, mobile applications, digital platforms, authorized representatives, and business partners.

23.7 Registered Office

The Company's Registered Office, Corporate Office, and principal place of business shall be those officially notified by the Company from time to time in accordance with applicable law.

Any change in address shall not require amendment of this Agreement and may be communicated through the Company's official website or statutory filings.

PART D – CUSTOMER SUPPORT

23.8 Customer Support

For customer assistance relating to:

software implementation;
account access;
payments;
vouchers;
GG Perk Points;
Shopping Credits;
Digital Marketing Services;
merchant issues;
technical support;
general enquiries;

Users may contact the Company through its officially notified customer support channels.

23.9 Grievance Officer

The Company may designate a Grievance Officer, Nodal Officer, or other authorized compliance officer in accordance with applicable law.

The name, designation, contact details, and communication channels of such officer(s) shall be published on the Company's official website or other official communication channels.

PART E – DOCUMENT HIERARCHY

23.10 Incorporated Documents

The following documents, as amended from time to time, shall form an integral part of this Agreement where applicable:

Privacy Policy;
Refund & Cancellation Policy;
Voucher Programme Terms;
Merchant Terms;
Software Licence Terms;
Promotional Campaign Rules;
Partner Policies;
Service Orders;
Statements of Work;
Commercial Quotations;
Implementation Plans;
Price Challenge Campaign Terms;
Any additional policy or guideline officially published by the Company.

In the event of any inconsistency, the more specific document governing the relevant product, service, or campaign shall prevail to the extent of such inconsistency.

PART F – VERSION CONTROL

23.11 Effective Date

This Agreement shall become effective on the date specified by the Company ("Effective Date") and shall remain in force until amended, replaced, or terminated in accordance with its terms.

23.12 Version History

The Company may maintain:

version numbers;
revision dates;
amendment history;
publication dates;

for administrative and legal purposes.

The latest published version shall govern future use of GG Prime unless otherwise required by applicable law.

PART G – COPYRIGHT

23.13 Copyright Notice

Unless otherwise stated, this Agreement and all related documents are protected by applicable copyright and intellectual property laws.

No part of this Agreement may be reproduced, copied, published, distributed, translated, or commercially exploited without the prior written permission of the Company, except as permitted by applicable law.

PART H – FINAL ACKNOWLEDGEMENT

23.14 User Confirmation

The User finally acknowledges and agrees that:

a. this Agreement has been read and understood before participation in GG Prime;

b. participation is voluntary and based upon the User's own independent judgment;

c. the User accepts all rights, obligations, restrictions, and responsibilities contained in this Agreement;

d. the User shall remain bound by future amendments made in accordance with this Agreement and applicable law;

e. electronic acceptance shall have the same legal effect as a handwritten signature, to the extent recognized by applicable law.

23.15 Company's Declaration

The Company declares that it shall endeavour to:

conduct its business ethically and lawfully;
provide products and services with commercially reasonable care;
comply with applicable legal and regulatory requirements;
maintain transparency in promotional programmes;
continuously improve its technology platforms and customer experience.

23.16 Final Reservation of Rights

All rights not expressly granted under this Agreement are reserved by the Company.

Nothing contained in this Agreement shall be interpreted as limiting any statutory rights of the User that cannot lawfully be excluded, or any lawful rights and remedies available to the Company under applicable law.

END OF AGREEMENT

GG PRIME – MASTER TERMS & CONDITIONS

Global Garner Sales Services Limited