Terms & Conditions

GoodPass provides an online platform that connects service providers with Customers seeking to avail travel related services and activities (collectively, the "Services"), which Services are accessible at Unit 3D North Point House, North Point Business Park, New Mallow Road, Cork T23 AT2P Ireland and any other websites through which GoodPass makes the Services available (hereinafter referred to as "Platform").

GENERAL

These Terms, along with the others found on our Platform, include our policy for acceptable use of GoodPass, its content, the content posted on GoodPass, your rights, obligations, and restrictions regarding your use of the Platform. By using GoodPass, you accept, without limitation or qualification, all the Terms applicable to the Platform, as amended from time to time. If you do not accept these Terms, you must discontinue use of GoodPass. By accepting these Terms, you are entering into a legally binding Agreement ("Agreement") with us.

We may modify these Terms from time to time and such modification will be effective upon posting on the Platform. You agree to be bound to any changes to these Terms when you use the Platform after any such modification is posted. It is important that you review these Terms regularly to ensure you are updated as to any changes made. You must access our Privacy Policy detailed below.

We reserve the right, in our sole discretion, to terminate the access to the Platform and the related services or any portion thereof at any time, without notice to You.

KEY TERMS

"Account" shall mean the account created by the Customer on the Application for availing the Services provided by the Platform."Booking" shall mean a booking made by a Customer for Travel Agent's services through the Platform."Booking Amount" shall mean the consideration paid by the Customer towards a Booking."Customer" shall mean a user booking Travel Agent services through the Platform."Law" or "Applicable Law" shall have the meaning ascribed to in Annexure-I hereto."Travel Partner" shall mean independent third parties providing Travel Partner Services to Customers."Travel Partner Services" shall mean the services provided to the Customer by the Travel Partner."We", "Us", "Our", "Company" shall mean GoodPass, a company incorporated and registered in Unit 3D North Point House, North Point Business Park, New Mallow Road, Cork T23 AT2P Ireland, having its place of business at Unit 3D North Point House, North Point Business Park, New Mallow Road, Cork T23 AT2P Ireland.

ELIGIBILITY

You must be eligible under applicable laws to enter into a binding agreement. If you are not so eligible, do not use any of our Services.

REGISTRATION AS CUSTOMER

As part of the registration process and at any time thereafter, you may be required to provide and verify your e-mail address, name, mobile number, and an account password. Your account number and password form your credentials for accessing your account and the Services ("Credentials") and must not be shared with any other natural or legal person. All data you provide shall be subject to the terms set forth in our Privacy Policy, and you represent and warrant that you have the absolute right and authority to provide such data to GoodPass.

If you provide any information that is untrue, inaccurate, out of date or incomplete (or becomes untrue, inaccurate, out of date or incomplete), or we have reasonable grounds to suspect that the information provided by you is untrue, inaccurate, out of date or incomplete, we may, in our sole discretion, discontinue the provision of the Services to you.

CUSTOMER ACCOUNT

You are allowed to create and operate only 1 (one) Account. In case you are unable to access your Account, or suspect any unauthorized use of Your Account, please inform Us at team@goodpass.co We will not be liable for any unauthorized transactions made through your Account prior to the resolution of your request.

You are solely responsible for maintaining the confidentiality of your Account details and will be liable for all activities and transactions that occur through your Account, whether initiated by you or any third party. Your Account cannot be transferred, assigned, or sold to a third party. We shall not be liable for any loss that you may incur as a result of someone else using your Account, either with or without your knowledge. You will immediately notify us of any unauthorized use of your Account.

If your Account has been compromised or we have reasonable grounds to suspect that your Account has been compromised, we may, in our sole discretion, discontinue the provision of the Services to you or discontinue your access to the Platform by suspending or terminating your Account.

COMMUNICATIONS

By availing our Services, you consent to receiving calls, messages, instant messages, and e-mails from us, and/or Travel Partners. In the event you use the Platform to make Bookings, we may contact you regarding the booking confirmation, cancellation, schedule change or for any other information relevant for the transaction. You may also be contacted by service providers with whom we have entered into a contract in furtherance of our rights, duties and obligations under this Agreement and all other policies followed by us. The sharing of the information provided by you is governed by the Privacy Policy.

INTERMEDIARY PLATFORM

• 1. With respect to the Platform, the Customer acknowledges that we may display/provide you with a list of Travel Partners who may be suitable to provide the service you seek, based on the information that you provide. The display is an automated computation of various factors, including inputs. Such factors may change from time to time, in order to improve the display algorithm. You are ultimately responsible for choosing the Travel Partner you wish to avail services from.
• 2. We select Travel Partners to be featured on the Platform based on the information provided by such Travel Partner, which may not have been verified by us. We may, but shall be under no obligation to, have information provided by the Travel Partners reviewed by our editorial personnel. It is hereby expressly clarified that, the information that you obtain or receive from GoodPass, and its employees, contractors, partners, advertisers, licensors or otherwise is for informational purposes only.
• 3. GoodPass acts as an intermediary between the Travel Partner and the Customer, allowing the Customer to make Bookings. The placing of a Booking by the Customer results in the automatic creation of a binding contract between the Customer and the Travel Partner for the provision of Travel Partner Services by the Travel Partner (the "Contract"). GoodPass is not a party to the Contract and has no liability thereunder.
• 4. Our responsibilities under this Agreement are limited to facilitating the availability of the Platform and the Services, facilitating Bookings, and transfer of Booking amounts to the Travel Agent after deduction of applicable Fees.
• 5. We will be entitled to enter into any tie-up in terms of joint-venture or otherwise with any other institution engaged in the business of providing services analogous and/or similar to those herein contained. In such case, depending upon the modality and the mechanism as may be devised, you will be provided with the services by GoodPass jointly and/or severally with the party/parties in joint venture. You hereby give your irrevocable consent and permission to such a tie-up. In the event of such a tie-up, the terms and conditions herein contained will, mutatis mutandis, become applicable in respect of such tie-up arrangement as well.

PAYMENTS AND ALTERATIONS

On making a Booking, Customers shall pay the listed price of the Travel Partner Service. While the relevant taxes will generally be included in the price listed on the Platform, Customers may be required to pay additional taxes, subject to applicable laws, directly to the Travel Partner.

Customers must use a valid Credit or Debit Card to guarantee the Booking. In making a booking, it is the Customer's responsibility to disclose to the Travel Partner any physical or mental condition to which you or a member of your party is subject to and of which the Travel Partner should be notified, and which may require special facilities.

After the payment has been processed, the details that have been supplied by the Customer will be transferred to the Travel Partner, and the Customer will receive an email to the primary email address associated with the Booking. This email will confirm the Customer's booking with a booking number and the Travel Partner's contact details. The booking number included on the booking confirmation should be quoted in all enquiries, cancellation, or modification of the reservation. Any amendments to a Booking must be notified and agreed with the Travel Partner directly.

The cardholder/payer is deemed to have read, understood and confirmed the terms and conditions mentioned on the link/website mentioned herein above at a juncture when the cardholder/payer is making/processing a payment on the payment gateway page of the www.goodpass.co, jointly operated by Skydefi Tech Pvt Ltd, Open Sky Labs Sdn Bhd & PlaceMaking Labs Ltd and used specific to geography of ordered product/service for the purpose of terms and conditions.

In the event that you make any alteration to reservation (including, but not limited to, cancellations, refunds, chargebacks, amendments and name changes), then we reserve the right to charge customer a fee of EUR 15 per person to cover the administration costs incurred. This charge does not include any additional charges imposed by the provider or by any third-party suppliers or aggregators. Any credit card, Booking, and/or other fees paid for issuance of tickets and documents are non-refundable in the event of cancellation / chargebacks. Notwithstanding the foregoing, admin fee will be applied for all tickets amendment such as reissue(change date, change time and change route). Customer will be charged per passenger for any amendment.

GoodPass CONTENT

This Platform and the information available on or through the Services and/or the Platform, including without limitation, text, photographs, graphics and video and audio content, excluding Travel Partner generated content and Customer generated content is the sole and exclusive property of the Company and/or its licensors and is protected by copyright, trademark, patent, and trade secret laws, other proprietary rights, and international treaties. We retain all right, title, and interest (including all copyright, trademark, patent, trade secrets, and all other intellectual property rights) in the Platform, except as specified to the contrary. You acknowledge that the Services and any underlying technology or software used in connection with the Services contain the company's proprietary information. The Company does not grant you any express or implied rights, and all rights in the Platform and the Services not expressly granted are retained by the Company.

USER OBLIGATIONS

You may use the Platform and the Services for commercial, lawful, and legal purposes alone. You may not use the Platform in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party's use and enjoyment of the Platform or the Services. You may not attempt to gain unauthorized access to any of the Services, user accounts, or computer systems or networks, through hacking, cracking, intrusion to networks, password mining or any other means. Without limiting any of the foregoing, you agree that you shall not (and you agree not to allow any third party to):

• 1. use the Platform for any purposes not expressly authorised by GoodPass, or in contravention of any applicable law;
• 2. copy, modify, adapt, translate, or reverse engineer any portion of the Platform, its content, or materials and/or the Services;
• 3. remove any copyright, trademark or other proprietary rights notices contained in or on the Platform and/or the Services or in or on any content or other material obtained via the Platform and/or the Services;
• 4. use any robot, spider, website search/retrieval application, or other automated device, process or means to access, retrieve, or index any portion of the Platform and/or the Services;
• 5. reformat or frame any portion of the web pages that are part of the Platform and/or the Services;
• 6. disrupt or interfere with the security of, or otherwise cause harm to the Platform, systems resources, accounts, passwords, servers, or networks connected to or accessible through the Platform or any affiliated or linked websites; or
• 7. upload or make available any data pertaining to a third-party without such third-party's express and continuing consent.

In addition to our rights in these Terms of Use, we may take any legal action and implement any technical remedies to prevent the violation of this provision and to enforce these Terms of Use.

DISCLAIMER OF WARRANTIES

WE PROVIDE THE PLATFORM AND THE SERVICES 'AS IS', 'WITH ALL FAULTS' AND 'AS AVAILABLE'. WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES ABOUT THE PLATFORM OR THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICES AND THE PLATFORM. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING.

GENERAL LIMITATION OF LIABILITY

GoodPass WILL NOT BE LIABLE TO ANY USER, CUSTOMER, OR TRAVEL AGENT, FOR ANY LOSS OR DAMAGE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, EVEN IF FORESEEABLE, ARISING UNDER OR IN CONNECTION WITH USE OF, OR INABILITY TO USE, THE PLATFORM; OR USE OF OR RELIANCE ON ANY CONTENT DISPLAYED ON THE PLATFORM; OR PARTICIPATION IN ANY BOOKING.

TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS, GoodPass WILL NOT BE LIABLE FOR LOSS OF PROFITS, SALES, BUSINESS, OR REVENUE; BUSINESS INTERRUPTION; LOSS OF ANTICIPATED SAVINGS; LOSS OF BUSINESS OPPORTUNITY, GOODWILL, OR REPUTATION; LOSS OF LIFE; LOSS OF LIMB; ANY INJURY TO THE CUSTOMER AS A RESULT OF THE BOOKING; OR ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE.

TERMINATION

GoodPass reserves the right to suspend or terminate Customer's access to the Platform and the Services with or without notice and to exercise any other remedy available under law, in cases where

• the Customer breaches any terms and conditions of the Agreement;
• A third-party reports violation of any of its right as a result of your use of the Services;
• GoodPass has reasonable grounds for suspecting any illegal, fraudulent, or abusive activity on part of the Customer; or
• GoodPass believes in its sole discretion that the Customer's actions may cause legal liability for such Customer, other users, Travel Partners, or for GoodPass, or are contrary to the interests of the Platform.

Once temporarily suspended, indefinitely suspended, or terminated, the Customer may not continue to use the Platform under the same account, a different account or re-register under a new account. On termination of an account due to the reasons mentioned herein, such Customer shall no longer have access to the Platform.

INDEMNIFICATION

Upon a request by us, you agree to defend, indemnify, and hold harmless us, our employees, contractors, officers, directors, agents, parent, other affiliated companies, vendors and suppliers, from all liabilities, claims, demands and expenses, including attorney's fees, made by any third party that arise from or are related to (a) your access to the Platform, (b) your use of the Services, or (c) the violation of the rights of any third-party. The foregoing indemnification obligation does not apply to liabilities, claims and expenses arising as a result of our own gross negligence or intentional misconduct.

ENTIRE AGREEMENT

These Terms of Use and any supplemental terms, policies, rules, and guidelines posted on the Platform, including the Privacy Policy constitute the entire agreement between you and us and supersede all previous written or oral agreements. If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The failure of GoodPass to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

ASSIGNMENT

We may assign this contract at any time to any parent, subsidiary, or any affiliated company, or as part of the sale to, merger with, or other transfer of our company to another entity. We will post a notice on the Platform regarding any change of ownership so that you have the opportunity to discontinue your use of the Platform, or cancel your account, if you do not wish to continue to use the Platform and the Services under the new ownership. You may not assign, transfer, or sub-license, these Terms of Use to anyone else and any attempt to do so shall be null and void.

CHOICE OF LAW AND DISPUTE RESOLUTION

The governing law of this Agreement shall be as set forth in Annexure-I hereto. The Parties agree that any dispute arising out of or in relation to this Agreement shall be resolved as set forth in Annexure-I.

ANNEXURE – I

LAW / APPLICABLE LAW

"Law" or "Applicable Law" shall mean any statute, law, regulation, ordinance, rule, judgment, notification, rule of common law, order, decree, by-law, government approval, directive, guideline, budgetary declarations, circular, press notes, requirement or other governmental restriction, or any similar form of decision of, or determination by, or any interpretation, policy or administration having the force of law in Ireland or any other relevant jurisdiction, by any authority having jurisdiction over the matter in question, whether in effect as of the date of this document or thereafter, and the word "Laws" shall be construed accordingly.

The governing law of this Agreement shall be as set forth in Annexure-I hereto. The Parties agree that any dispute arising out of or in relation to this Agreement shall be resolved as set forth in Annexure-I.

These Terms shall be deemed to have been entered into and shall be construed and enforced in accordance with the laws of Ireland. Any dispute, controversy, or claim arising out of or relating to this contract, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with UNCITRAL Arbitration Rules as at present in force. The arbitration tribunal shall consist of one arbitrator. The seat and venue of the arbitration proceedings shall be Ireland. The language of the arbitration proceedings shall be English.

CONTACT INFORMATION