📋 Service Provider Terms & Conditions

1. DEFINITIONS

1. "Children's Services" classes or activities for minors (e.g., swimming, sports training, music, cooking).

2. "Platform" the Goom's website(s), app(s), dashboard(s), and APIs.

3. "Booking" a reservation/order made by a Client for your services via the Platform.

4. "Online Payments" Client payments collected via the Platform's payment rails. Headings are for convenience only and do not affect interpretation.

5. "Client" a parent/legal guardian booking on behalf of a child via the Platform.

6. "Customer" means any parent/legal guardian or account holder who (i) made an enquiry, created a Booking, or completed a transaction in respect of your services via the Platform in the preceding 12 months, or (ii) was otherwise introduced or became known to you through the Platform (including through reviews, chat, or analytics).

7. "Customer Data" means any contact or identifying information of a Customer obtained via or derived from the Platform (including names, phone numbers, emails, device handles, and messaging IDs).

8. "Solicit/Solicitation" includes any direct or indirect approach, offer, marketing, inducement, recommendation, facilitation, or acceptance of an off-Platform order, whether by you or through any affiliate, employee, contractor, or third party acting on your behalf, using any channel (including WhatsApp, SMS, email, social media, or in-person).

9. "Off-Platform Transaction" means any supply of services to a Customer not processed via the Platform's checkout and payment rails.

2. ROLE OF THE PLATFORM

1. You acknowledge the Platform is a marketplace; we do not supply Children's Services. You supply them directly to Clients.

2. To enable Online Payments, you irrevocably appoint the Company as your limited commercial agent to: 1) present offers; 2) conclude Bookings in your name; 3) collect/receive Client payments on your behalf; and 4) issue receipts. Payment by a Client to the Company (as your commercial agent) discharges the Client's payment obligation to you for that Booking.

3. We may use third-party payment processors and will pass funds net of fees and permitted deductions (see Schedule 1).

3. PROVIDER ONBOARDING, LICENSING & VETTING

1. You warrant that you (and each venue/instructor you engage) hold all UAE licences/approvals required to deliver your advertised services (e.g., activity/venue permits, coaching certifications).

2. You will complete KYC/AML checks we or our payment partners require and promptly provide documents listed in Schedule 5.

3. We may reject, suspend, or terminate onboarding in our sole discretion (including risk, compliance, or quality grounds).

4. SERVICE STANDARDS; STAFF & SAFEGUARDING

1. You must deliver services with due skill and care, to industry standards and in compliance with all applicable UAE laws, including Federal Law No. 3 of 2016 (Wadeema's Law – Child Rights) and related child-protection/safeguarding requirements.

2. You are solely responsible for child safety, appropriate supervision ratios, DBS/record checks as available in the UAE, safeguarding training, incident response, and immediate escalation to authorities where required (see Schedule 2). Non-compliance is material breach.

3. You warrant venues are fit-for-purpose, properly maintained, and compliant with health & safety norms; high-risk activities require qualified instructors and appropriate safety equipment.

4. Maintain at your cost (and evidence on request): (a) public liability; (b) professional indemnity; (c) employer's liability (if applicable). Minimum limits: AED [ ] per claim or as we specify. You are solely responsible for claims by Clients/third parties.

5. LISTINGS & PRICING

1. You control your Listing content and prices (subject to our pricing display formats). You warrant listings are accurate, lawful, and not misleading.

2. You won't offer lower public prices (same terms) to Platform Clients off-Platform. If you do, we may match or adjust payout/fees.

6. CONFIDENTIALITY

1. You will keep confidential Goom's business, trade secrets and other information which become known to You in connection with this Terms (hereinafter referred to as "Confidential Information") and shall take such measures as may be reasonably expedient to prevent the disclosure of the Confidential Information to any third person or company and shall not use the Confidential Information other than in fulfillment of its duties hereunder.

2. The preceding paragraph shall not apply to: a) information which at the time of disclosure is in the public domain; b) information which after disclosure to You becomes part of the public domain by publication or otherwise through no fault of the service provider; c) information which was in Your possession at the time of disclosure by Goom and which was not acquired directly or indirectly from Goom; d) information which You received from a third party, provided, however, that such information was not obtained by the third party directly or indirectly from Goom; the above circumstances have to be proven by You.

3. These obligations of confidentiality shall expire five (5) years from the termination of this Terms.

7. BOOKINGS, NO-SHOWS, CANCELLATIONS & REFUNDS

1. Bookings are binding upon confirmation by the Platform. You are responsible for delivery.

2. You must comply with our Client-facing cancellation/refund policy. Where you cancel or materially change a class, the Client is entitled to a refund or alternative per policy; associated costs/credits may be deducted from your payouts.

3. We may issue refunds/credits to maintain client trust (acting reasonably). We may set off such amounts against your payouts.

8. PAYMENTS, COMMISSION, TAXES & SET-OFF

1. For Online Payments, we collect funds as your agent and remit Net Payouts (gross less Fees, chargebacks, refunds, VAT withholdings if required, and any other authorised deductions) per Schedule 1.

2. If a chargeback occurs, we may withhold, reverse, or recoup amounts from future payouts.

3. You are responsible for UAE VAT registration and compliance; you authorise us to issue self-billing tax invoices or tax statements if operationally required.

4. We may set off any sums you owe us (fees, penalties, refunds, fraud losses) against amounts we owe you.

9. RATINGS, REVIEWS & QUALITY CONTROLS

1. We may host Client reviews and publish quality metrics. We may remove content (e.g., offensive, fraudulent) at our discretion.

2. We may conduct trust & safety audits (desk or on-site with reasonable notice) to verify compliance with these Terms and Schedule 2.

10. PROVIDER CONTENT & IP; BRANDING LICENSE

1. You grant us a non-exclusive, worldwide, royalty-free licence to use your brand, listings, and media on the Platform and in marketing (including ads, SEO, emails, push).

2. You warrant you own or are licensed to use all materials you upload and that they do not infringe third-party rights.

11. DATA PROTECTION (UAE PDPL)

1. Each party acts as an independent controller for personal data it determines the purposes/means of processing (e.g., Company for Platform users; Provider for service delivery).

2. Both parties will comply with the UAE Federal Decree-Law No. 45 of 2021 (PDPL) and applicable executive regulations. Key obligations: lawful basis, transparency, security, retention, data subject rights, and cross-border transfer conditions.

3. Limited to what's necessary for Booking fulfilment, trust & safety, and statutory requests. No sale of children's personal data.

4. Notify the other party without undue delay of data breaches affecting shared data and cooperate on remediation and regulator notifications where required under PDPL.

5. You shall implement heightened safeguards and obtain verifiable parental consent where required; you will not directly market to children. (See Schedule 3.)

12. REPRESENTATIONS & WARRANTIES

13. INDEMNITY

14. GOOM'S LIABILITY – LIMITATIONS & EXCLUSIONS

1. To the maximum extent permitted under UAE law, the Company disclaims all implied warranties and shall not be liable for any indirect, special, incidental, punitive, exemplary, or consequential damages, or loss of profits, revenue, goodwill, or anticipated savings. (This mirrors standard platform risk allocation used by leading SaaS/marketplaces.)

2. The Company's total aggregate liability arising out of or in connection with this Terms shall be limited to the Fees (commission) you paid to the Company in the six (6) months preceding the event giving rise to the claim.

15. SUSPENSION & TERMINATION

1. We may (without liability) suspend listings, withhold payouts, or terminate with immediate effect for material breach, safeguarding or trust & safety concerns, fraud risk, non-payment, or regulatory issues.

2. Either party may terminate for convenience on 30 days' notice.

3. Outstanding obligations survive; we may process pending refunds/chargebacks and offset against payouts.

16. NON-SOLICITATION & NON-CIRCUMVENTION

1. solicit, induce, or accept any Off-Platform Transaction from any Customer;

2. use or permit the use of Customer Data other than strictly to fulfil a Booking made via the Platform;

3. encourage, instruct, or assist any Customer to cancel, modify, or rebook off-Platform any Booking made or intended to be made via the Platform;

4. design, implement, or participate in any mechanism intended to avoid, reduce, or bypass the Company's Fees or the Platform's checkout (including directing Customers to alternative payment links, QR codes, or private invoicing); or

5. engage any third party to do any of the above.

1. three (3) times the Fee/commission the Company would have earned had the transaction been processed via the Platform; or

2. [30]% of the gross amount charged or chargeable to the Customer for the diverted supply;

3. Nothing in this paragraph limits the Company's right to seek higher proven losses or other remedies available at law; a UAE court may adjust agreed damages where required by law.

1. general advertising not specifically targeted at Customers (e.g., open social posts, public ads);

2. providing services to a Customer based on a demonstrable pre-existing relationship unrelated to the Platform and evidenced by written records dated at least [6] months before the Customer's first Platform interaction; or

3. performing a service where the full Booking and payment are completed via the Platform notwithstanding prior communications elsewhere.

17. CHANGES TO TERMS

18. FORCE MAJEURE

1. Any delays in or failure by either Party in the performance of any obligations hereunder shall not be deemed a breach of this Terms if and to the extent caused by occurrences beyond such Party's reasonable control, including but not limited to wars, fires, labour troubles, acts of God, shortage of materials or equipment, interruption of or delay in transportation or by compliance with any law or other governmental action, or decision of any court, board or other governmental authority. In the event of a claimed force majeure, the Party claiming the benefit of this provision shall promptly notify the other party of the nature and extent of the matter causing the delay and the estimated duration of the suspension period and, to the extent it is able, shall make all reasonable attempts to compensate for the matter causing the delay.

2. If an event of force majeure continues for more than three (3) months, either Party shall be entitled to terminate this Terms forthwith by giving written notice to the other Party.

19. MISCELLANEOUS

1. If any provision (or part of a provision) of these Terms is held to be invalid, illegal or unenforceable by a court or tribunal of competent jurisdiction, that provision (or part) shall, to the minimum extent necessary, be deemed deleted or modified so as to render it valid and enforceable, and the remaining provisions shall continue in full force and effect.

2. These Terms (together with all Schedules, annexes, policies, guidelines and documents expressly incorporated by reference, as may be updated from time to time) constitute the entire agreement between the Company and the Provider in relation to the subject matter hereof and supersede all prior or contemporaneous understandings, proposals, negotiations, representations and agreements, whether written or oral.

3. You will comply with all UAE laws applicable to your services (including Wadeema's Law and Consumer Protection Law), advertising standards, venue/municipal rules, VAT, and any sectoral permits.

4. Nothing in these Terms is intended to or shall be deemed to create any partnership, joint venture, franchise, fiduciary relationship, or employment between the parties.

5. Except as expressly provided (including any limited commercial agency for payment collection), neither party has authority to bind the other or to incur obligations on the other's behalf.

6. The Provider shall not assign, transfer, charge, subcontract, declare a trust over, or deal in any other manner with any of its rights or obligations under these Terms, in whole or in part, without the Company's prior written consent.

7. The Company may appoint agents, contractors, payment processors or service providers to perform its obligations, provided the Company remains responsible for their performance vis-à-vis the Provider.

8. A failure or delay by the Company to exercise any right or remedy under these Terms shall not constitute a waiver of that or any other right or remedy, nor shall any single or partial exercise preclude any further exercise of that or any other right or remedy.

9. Any waiver must be in writing and signed (including electronic signature) by an authorised representative of the waiving party and shall apply only to the specific instance identified.

10. Method. Formal notices under these Terms must be given in English and delivered by: 1) email; and/or 2) in-app or dashboard notification within the Provider account area, which the Provider agrees constitutes written notice.

11. A notice is deemed received: if sent by email, at the earlier of 1. confirmation of delivery without system bounce; or 2. one (1) Business Day after sending; 3. if posted in-app/dashboard, at the time of posting to the Provider's account.

12. These Terms shall be subject to the laws of the United Arab Emirates as applied in the emirates of Dubai.

13. Any dispute arising out of or in connection with this Terms or any dispute with regard to the performance of any obligation hereunder by either Party shall be settled amicably between the Parties hereto. In case an amicable settlement cannot be reached, the dispute shall be finally settled by Dubai Courts.

20. SCHEDULES

1. Schedule 1 - Payments, Fees & Taxes

2. Schedule 2 – Safety, Safeguarding & Incident Management

3. Schedule 3 – UAE PDPL Data Protection Addendum

4. Schedule 4 – Branding & Marketing Guidelines

5. Schedule 5 – KYC/Onboarding Documents

Schedule 1

Payment Fees and Taxes

Schedule 2

Safety, Safeguarding and Incident Management

A. Safeguarding Framework

B. Health & Safety

C. Incident Reporting

D. Training

Schedule 3

UAE PDPL Data Protection Addendum

Schedule 4

Branding and Marketing Guidelines

Schedule 5

KYC/Onboarding Documents