TERMS AND CONDITIONS

1. Cudel provides a Platform that allows you to offer various on-demand services to registered end-users ("Customers"). Through the Platform, Cudel: (i) grants you the autonomy to set the prices Customers will pay for the services you provide, (ii) helps you optimize your time and efficiency while using the Services, (iii) implements strategies to enhance your earning potential through the Platform, and (iv) facilitates payment transfers from Customers to you for the services rendered and collects payments on your behalf.

2. Platform is designed exclusively for your commercial use and is intended to be utilized only within India.

3. Furthermore, you agree to use your own consumable products or parts while providing services, and the price and quality of these products will be solely your responsibility. During the onboarding or trial, if you fail to meet the required standards to join the Platform, any expenses you incur during onboarding or trial will not be reimbursed.

1. To access the Services and use the Platform, you must create an account ("Account") through mobile number verification using a one-time password (OTP). You will be required to provide certain details, including your name, phone number, address, age, valid government-issued identification, and any other information as required under applicable law. To create an Account, you must be at least 18 (eighteen) years of age. During the account creation process, you are required to pay a one-time registration fee, which is mandatory. Additionally, after a trial period of 2 (two) months, a category-based subscription fee will apply. This trial period is subject to change at Cudel's discretion. The subscription fee is necessary to continue using the platform after the trial period ends.

2. You represent and warrant that all information provided in connection with your Account is accurate, complete, and up-to-date. You agree to promptly update your details on the Platform to reflect any changes or modifications to this information.

3. You agree that Cudel may engage third parties to conduct background verification at your expense to fulfill due diligence and safety requirements before approving your Account on the Platform and granting you access to the Services. Cudel may, at its sole discretion and at your expense, conduct additional background verification periodically. If you are registered on the Platform before completing the background verification, your registration will remain conditional upon your background verification report meeting Cudel's standards, as determined in accordance with applicable laws and internal policies. Your ability to access the Services will always depend on your background verification meeting these standards. For clarity, while Cudel makes commercially reasonable efforts to conduct background verifications, it does not guarantee the safety, security, or welfare of Service Sellers or Customers.

4. You are permitted to own, operate, and use only one Account on the Platform. If Cudel determines that you have created or are using multiple Accounts, it reserves the right to revoke your access to the Platform and Services without prior notice.

5. You are solely responsible for maintaining the security and confidentiality of your Account. As the Platform uses OTP-based login, you must ensure that your registered mobile number remains secure and is not accessible to unauthorized persons. You agree to notify us immediately of any unauthorized access to your Account or any security breach. Additionally, you confirm that only you are authorized to access and use your Account, and you will not share your mobile number or OTP with any other person. If Cudel reasonably determines that you have allowed another person to access or use your Account, it reserves the right to suspend or terminate your access to the Services without prior notice.

6. You are solely responsible and accountable for all activities conducted through your Account. Cudel will not be held liable for any unauthorized access or misuse of your Account.

7. You agree to receive communications from Cudel, including (i) information about Cudel and the Services, (ii) promotional offers and services from Cudel and its third-party partners, and (iii) any other updates or matters related to the Services.

1. The Platform allows you to accept service requests based on your availability("Leads"). To confirm a request, you must follow the instructions provided on the Platform and submit the required information.

2. Your ranking on the Platform is determined by the following factors, listed in descending order of importance:

(i) Your customer ratings on the Platform;
(ii) Your geographical location; and
(iii) The number of Leads you have accepted and canceled.

3. If Cudel is unable to provide service requests, the subscription fee will not be refunded. This is because Cudel does not charge a commission on bookings, and the subscription fee is solely to maintain the activation and availability of your account on the Platform.

1. As a Service Sellers, if you engage helpers or assistants to assist in delivering services, you are solely responsible for their actions, behavior, and compliance with applicable laws and regulations. Cudel is not liable for any misconduct, damages, or issues arising from their involvement. You must ensure that any helpers or assistants adhere to the standards and requirements of the Platform and the Services.

2. Your engagement of a Helper or Assistant shall not be interpreted as an assignment, transfer, delegation, sub-delegation, or sub-contracting of your responsibilities under these Terms. Regardless of such engagement, the primary responsibility and liability for fulfilling your obligations under these Terms will remain solely with you.

1. While providing services through the Platform, you may choose to use consumables, products or parts that Cudel may recommend. However, the decision to use such items are entirely at your discretion, and Cudel does not mandate their use. You are solely responsible for ensuring the quality and compliance of the products you use during service delivery. Cudel shall not be held liable for any issues arising from the use of recommended or other consumables, products or parts during the provision of services.

1. After you deliver services to Customers via the Platform, Cudel will facilitate the collection of payments from Customers on your behalf as a limited payment collection agent. Payments made by the Customer to Cudel are considered equivalent to direct payment to you. You hereby authorize Cudel to collect and process these payments on your behalf, inclusive of applicable taxes as required by law. Payments made by the Customer are final and non-refundable unless otherwise determined by Cudel under these Terms.

2. Cudel charges a subscription fee for account activation and does not derive any commission from bookings. In the case of online payments by Customers, Cudel will process and remit the full amount to you without deductions, except for payment gateway charges, amounts as required by compliance, any outstanding dues or agreed charges.

3. If you cancel a service request after accepting it, Cudel reserves the right to determine whether any amounts already paid by customer are refundable. You agree to forfeit any claim for refunds of such fees or amount if Cudel determines they are not refundable due to cancellation.

5. All payments made by Customers to you via the Platform will be remitted net of any applicable deductions, as outlined in these Terms.

6. You agree that Cudel reserves the right to defer a portion of the payment due to you from a Customer, if necessary, for a maximum period of 45 (forty-five) days. The reasons for such deferment will be communicated to you.

7. Cudel may utilize a third-party payment processor ("Payment Processor") to facilitate payments from Customers using their chosen payment method. Payment processing will be governed by the terms and policies of the Payment Processor, in addition to the terms governing Cudel's relationship with Customers. Cudel is not responsible for any errors, delays, or omissions caused by the Payment Processor.

8. Cudel acts solely as an intermediary for collecting payments and fees between Customers and you. Since tax laws vary significantly by jurisdiction, you acknowledge and agree that you are solely responsible for determining and fulfilling your tax reporting and payment obligations, consulting with tax advisors as necessary. Cudel does not and cannot provide tax advice and will not be held responsible or liable for any tax liabilities that you may incur.

9. For unregistered housekeeping services, Cudel will pay the applicable taxes and issue tax invoices on your behalf under Section 9(5) of the Central Goods and Services Tax Act, 2017. Additionally, any other applicable taxes (direct or indirect) that are required to be deducted will be withheld by Cudel, and the payment you receive from Customers will be net of such deductions. In cases where tax is deducted at source under Section 194-O of the Income Tax Act, 1961, Cudel will deduct applicable TDS if you provide your PAN or Aadhaar details promptly. If you fail to provide these details in a timely manner, the deduction will be made as requirement of such cases by the law.

10. It is clarified that Tax Deducted at Source (TDS) will apply only to the value of the services you provide to the Customer. TDS will not be deducted on any goods or physical materials that you may use or require to complete the service. It is your sole responsibility to assess and address any tax liabilities or implications related to such goods or materials and to discharge these liabilities accordingly.

11. The provisions outlined above are subject to change in accordance with any updates or amendments to applicable laws.

1. Cudel strictly prohibits any form of discrimination against Customers based on race, religion, caste, national origin, disability, sexual orientation, gender, marital status, gender identity, age, or any other characteristic protected under applicable law. Discrimination includes, but is not limited to, refusing to provide services to Customers based on any of these characteristics.

2. You are expected to treat all Customers with courtesy and respect. Cudel reserves the right to revoke or restrict your access to the Services at its sole discretion if you exhibit behavior toward any Customer that is discourteous, disrespectful, abusive, or otherwise deemed inappropriate or unlawful.

1. Our Platform may include interactive features that allow users with an account or profile to post, upload, publish, display, or submit comments, reviews, suggestions, feedback, ideas, or other content on or through the Platform ("User Content").

2. To maintain service quality, we may request you to provide reviews about Customers, and you acknowledge that Customers may also review you. You agree not to provide false, inaccurate, or misleading information in any reviews. These reviews may be used for quality control and to assess whether users, including both Customers and Service Sellers, are suitable for the Platform. If we determine, at our sole discretion, that you are not an appropriate user, we reserve the right to cancel your registration and remove you from the Platform, subject to any applicable fee repayment requirements under the law.

3. You grant us a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, and royalty-free license to (i) use, publish, display, store, host, distribute, modify, adapt, translate, and create derivative works of the User Content in connection with the functioning and promotion of the Services and (ii) utilize User Content for advertising and marketing purposes.

4. In agreeing to these Terms and granting the above licenses, you waive any claims related to moral rights or similar rights concerning the User Content.

5. You acknowledge that Cudel may, at its sole discretion and without prior notice, remove or restrict access to any User Content that violates these Terms.

1. You acknowledge and agree that we may collect and use your personal data in accordance with our Privacy Policy. The Privacy Policy outlines the types of personal data we collect or process and explains how we handle such data.

2. In certain cases, you may be required to provide proof of identification to access the Services. Failure to comply with this requirement may result in your inability to use the Services.

3. In addition to any consent provided under the Privacy Policy, you consent to us sharing your information with our affiliates and third-party service providers. We may use your data, including information related to your use of the Services, for service provision, analytics, trend analysis, and statistical purposes to improve the effectiveness and efficiency of our Services.

4. Subject to applicable laws, we may be required to disclose your data to law enforcement agencies, government authorities, or related bodies in connection with criminal proceedings. You acknowledge and agree that we reserve the right to share such data in compliance with legal directives.

1. You represent and warrant that all information provided by you in connection with the Services is complete, true, and accurate at the time of agreeing to these Terms and will remain so while you continue to use the Services. If any information you have provided changes during the term of these Terms, you agree to notify us immediately. We shall not be responsible or liable for any loss or damage you may incur as a result of providing incorrect, incomplete, inaccurate, or misleading information, documentation, material, or data, or for failing to disclose any material facts.
2. You agree to provide full cooperation in our defense of any legal or regulatory proceedings that may arise due to a breach of your obligations or covenants under these Terms

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3. With respect to User Content, you represent and warrant that:
           (i) You will not provide feedback for services that you have performed as a Service Sellers.
           (ii) You own all intellectual property rights in the User Content (or have obtained all necessary permissions) to provide it and grant the licenses outlined in these Terms.
           (iii) You are solely responsible for all activities conducted through your account on the Platform and for all User Content you provide.
           (iv) The User Content does not and will not violate any of your obligations or responsibilities under other agreements.
           (v) The User Content does not and will not infringe, misappropriate, or violate any intellectual property or proprietary rights, including rights of publicity or privacy of any person or entity.
           (vi) The User Content does not and will not contain viruses, corrupted data, or any other harmful, disruptive, or destructive content.
           (vii) The User Content does not and will not infringe upon any third-party rights.
           (viii) The User Content:
                   (A) Does not belong to another person or entity without authorization.
                   (B) Is not obscene, pornographic, pedophilic, or invasive of another’s privacy (including bodily privacy); is not insulting, harassing, or objectionable on the basis of gender, race, or ethnicity; and does not encourage money laundering, gambling, or online games causing harm.
           (C) Is not harmful to children.
           (D) Does not infringe on any patent, trademark, copyright, or other proprietary rights.
           (E) Does not deceive or mislead about its origin, and does not knowingly communicate misinformation or false information, especially in relation to government matters as identified by authorized government bodies.
           (F) Does not impersonate any person or entity.
           (G) Does not threaten India’s unity, integrity, defense, security, or sovereignty, its friendly relations with foreign states, public order, or incite cognizable offenses; and does not insult other nations or prevent the investigation of any offenses.
           (H) Does not include software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware.

4. You agree to comply with the community guidelines and any other guidelines, policies, or updates that may be issued by Cudel from time to time.

5. You agree to use the Services strictly as permitted under these Terms and not to:

(i) Infringe upon any proprietary rights, including but not limited to copyrights, patents, trademarks, or trade secrets of any party.
        (ii) Copy, display, distribute, modify, publish, reproduce, store, transmit, post, translate, create derivative works from, or license the Services, except as expressly provided under these Terms.
        (iii) Use the Services to transmit data or upload materials containing viruses, trojan horses, worms, time bombs, keystroke loggers, spyware, adware, or other harmful programs or computer code designed to disrupt or damage any computer software or hardware.
        (iv) Use automated devices such as robots, spiders, or manual processes to monitor or copy any part of the Services.
        (v) Systematically retrieve content from the Services to create, directly or indirectly, a compilation, collection, database, or directory.
        (vi) Use the Services in (A) any unlawful manner, (B) for fraudulent or malicious purposes, or (C) in a way inconsistent with these Terms.
        (vii) Decompile, reverse engineer, or disassemble any part of the Services.
        (viii) Link to, mirror, or frame any part of the Services.
        (ix) Violate any applicable laws while using the Services.

6. You warrant that you will not engage in any activities that interfere with or disrupt the proper functioning of the Services.

7. You agree not to attempt to gain unauthorized access to any part or feature of the Services, any systems or networks connected to the Services, or any of our servers through the Platform by hacking, password mining, or any other unlawful or unauthorized methods.

You agree to use the Platform responsibly and take all necessary measures to ensure its safety and integrity. Specifically, you must:

1. Protect Account Integrity: Safeguard your account credentials and immediately report any unauthorized access or suspicious activities.
2. Avoid Fraudulent Activities: Refrain from engaging in any form of fraud, misrepresentation, or deceptive practices while using the Platform or providing services.
3. Ensure Data Security: Handle any data or information accessed through the Platform in compliance with applicable data protection laws and ensure it is not misused.
4. Report Violations: Promptly notify us of any incidents, misuse, or breaches that may compromise the security or functionality of the Platform.
5. Adhere to Policies: Follow all applicable safety guidelines, policies, and updates issued by Cudel to maintain a secure and trustworthy environment for all users.

Failure to comply with these obligations may result in the suspension or termination of your account, along with legal or other remedial actions as permitted by law.

All intellectual property rights related to the Platform, including but not limited to content, design, software, trademarks, logos, and any other materials provided as part of the Services, are owned by or licensed to Cudel. You acknowledge that your use of the Platform grants no ownership rights or licenses beyond those expressly provided in these Terms.

You are prohibited from copying, reproducing, modifying, distributing, displaying, or otherwise using any of the intellectual property associated with the Platform without prior written consent from Cudel or the respective rights holder. Unauthorized use may result in legal action.

These Terms shall remain in effect as long as you use the Platform and the Services.

Cudel reserves the right to terminate or suspend your access to the Platform or Services at any time, without prior notice, for any of the following reasons:

1. Breach of Terms: If you violate or fail to comply with these Terms or any applicable policies.
2. Fraudulent Activity: If any fraudulent, illegal, or unauthorized activities are detected in connection with your account or use of the Services.
3. Misuse of Platform: If you misuse the Platform, interfere with its operation, or harm its integrity or other users.
4. Compliance with Law: If required to do so by applicable law or regulatory directives.

You may terminate your use of the Platform and Services by providing notice to Cudel and ceasing all activities associated with the Platform.

Upon termination:

1. Your access to the Platform and Services will be revoked.
2. Any outstanding payments or dues must be settled in accordance with these Terms.
3. Provisions of these Terms that are intended to survive termination, including but not limited to those related to intellectual property, liability, and dispute resolution, shall remain in effect.

Termination does not absolve either party of liabilities or obligations accrued prior to termination.

1. Platform and Services Provided "As-Is": The Platform and Services are provided on an "as-is" and "as-available" basis, without any warranties or guarantees, express or implied. Cudel disclaims all warranties of merchantability, fitness for a particular purpose, non-infringement, or any assurances that the Platform or Services will meet your expectations or requirements.

2. Service Performance: Cudel makes no representations or warranties regarding the availability, accuracy, timeliness, reliability, or error-free nature of the Platform or Services. Any interruptions or delays in service are not guaranteed to be resolved within a specific timeframe.

3. User-Generated Content: Cudel does not warrant the accuracy, completeness, or appropriateness of user-generated content, including reviews, feedback, or any other information shared on the Platform.

4. Third-Party Interactions: Cudel is not responsible for any third-party services, products, or content accessed or used in connection with the Platform. Your interactions with third parties are at your own risk.

5. No Liability for Service Quality: Cudel does not guarantee the quality, suitability, or outcomes of any services rendered by Service Sellers to Customers or vice versa.

6. Legal and Regulatory Compliance: While Cudel strives to comply with applicable laws, you are solely responsible for ensuring your own compliance with legal and regulatory obligations in connection with your use of the Platform and Services.

These disclaimers are an integral part of these Terms and apply to the fullest extent permitted by applicable law.

1. You agree to indemnify, defend (at our discretion), and hold harmless Cudel, its parent companies, subsidiaries, affiliates, officers, employees, directors, agents, and representatives from and against any claims, demands, lawsuits, judicial proceedings, losses, liabilities, damages, and costs (including but not limited to settlements, damages, and attorneys’ fees) arising out of or related to:
   (i) your access to or use of the Services;
   (ii) your provision of services through the Platform;
   (iii) your violation of these Terms; or
   (iv) any violation of these Terms by a third party using your Account.

2. If Cudel determines, at its sole discretion, that you:

1.  provided services in a deficient manner; or
2. caused harm or damage to a Customer or their property,
   Cudel reserves the right to compensate the affected Customer for the harm or deficiency, without admitting liability or affecting its status as an intermediary. You agree to reimburse Cudel, partially or fully, for any amounts paid to the Customer as compensation, subject to your consent for such recovery. Any warranties related to the services provided by you (including ancillary goods or spare parts) will also be passed on to you, and Cudel reserves the right to recover the full amount of such compensation from you.

3. Cudel agrees to indemnify, defend, and hold you harmless from and against any claims, demands, lawsuits, judicial proceedings, losses, liabilities, damages, and costs (including settlements and attorneys’ fees) arising out of Cudel’s gross negligence, fraud, or willful misconduct.

16. LEGAL JURISDICTION AND CONFLICT RESOLUTION

1. Governing Laws: These Terms shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws principles.
2. Jurisdiction: The courts of New Delhi, India shall have exclusive jurisdiction over any disputes or claims arising out of or in connection with these Terms, your use of the Platform, or the Services.
3. Dispute Resolution:

1. Amicable Resolution: Both parties agree to first attempt to resolve any disputes, controversies, or claims arising out of these Terms or the use of the Platform amicably through discussions.
2. Arbitration: If the dispute cannot be resolved amicably within 45 (forty-five) days, it shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996, as amended from time to time. The arbitration shall be conducted by a sole arbitrator appointed mutually by both parties. If the parties cannot agree on the appointment, the arbitrator shall be appointed in accordance with the Act. The arbitration proceedings shall be conducted in English or Hindi, and the seat and venue of arbitration shall be New Delhi, India.
3. Final and Binding: The decision of the arbitrator shall be final and binding on the parties.

4. Exclusions: Notwithstanding the above, Cudel reserves the right to pursue injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

This clause shall survive the termination or expiration of these Terms.

1. You may reach out to our designated Grievance Redressal Officer for any complaints or queries related to the Services or these Terms. You can contact us through registered post or email at the following details:

   Name: Manu Saini
   Designation: National Head
   Email Address: support@cudel.in
   Address: B154, B Block, Sector 63, Noida, Uttar Pradesh 201301

2. We are committed to resolving your complaints within the timelines prescribed under applicable laws.
3. Subject to these Terms, we clarify that Cudel does not penalize Service Sellers in any form for being members of trade unions or for engaging in collective actions, bargaining, or similar activities, in compliance with applicable laws.

1. Changes to Terms: The Terms may be revised at any time at our discretion, with changes becoming effective 7 (seven) days after being posted on the Platform. You acknowledge that 7 (seven) days is an adequate period for reviewing and communicating any disagreements regarding the revised Terms. It is your responsibility to periodically review these Terms for updates or changes. Your continued use of the Platform after the 7 (seven) days shall constitute acceptance of the revised Terms.

Modification or Discontinuation of Services:

2. We reserve the right to add, modify, or discontinue any of the Services, whether temporarily or permanently, in whole or in part, or across one or more locations, for any reason, by providing you with a prior notice of at least 30 (thirty) days through the Platform. However, such changes shall not target any specific individual.
3. You agree that you will not be entitled to any other form of compensation, exchange, or adjustments for consumables or on account of service discontinuation.
4. Severability:
   If any provision of these Terms is found to be unlawful or unenforceable by a court or competent authority, the remaining provisions shall remain in effect. If a portion of an unlawful or unenforceable provision can be deleted to make it lawful or enforceable, such part will be deemed deleted, and the rest of the provision will remain valid (unless doing so contradicts the intent of the clause, in which case the entire provision will be considered void).
5. Assignment:
   You may not license, sell, transfer, or assign your rights, obligations, or responsibilities under these Terms, or your Account, without prior written consent from us. We may, at our sole discretion, grant or withhold such consent and impose any conditions we deem appropriate. We reserve the right to assign our rights and obligations to any of our affiliates, subsidiaries, parent companies, successors, or third parties without providing prior notice to you.
6. Notices:
   All notices, requests, demands, or determinations under these Terms (excluding routine operational communications) must be sent to legal@mail.cudel.in.
7. Third-Party Rights:
   These Terms do not grant any rights to third parties to enforce any provisions contained herein.
8. Force Majeure:
   We shall not be held liable for any failure or delay in fulfilling our obligations under these Terms caused by events beyond our reasonable control, including but not limited to strikes, utility service failures, telecommunications network disruptions, acts of God, wars, riots, civil disturbances, malicious damage, or compliance with governmental laws, orders, or directives.
9. Relationship Between Parties:
   These Terms do not establish a partnership, agency, joint venture, fiduciary relationship, or any similar association between the parties. Neither party has the authority to bind, contract for, or make commitments on behalf of the other.