the goodwill network

ACCEPTANCE OF TERMS

By accessing, registering on, or using the platform, website, applications, tools, and services operated by The Goodwill Network ("Company", "we", "our", or "us") (collectively, the "Platform"), you ("User") confirm that you have read, understood, and agreed to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you must not access or use the Platform. As used in these Terms, "Business Days" means days on which commercial banks are open for business in India, excluding Sundays and gazetted national public holidays.
NATURE OF THE PLATFORM

2.1 The Goodwill Network is a technology platform that provides tools for freelancers, producers, and other users to create, send, store, and manage professional identities, agreements, invoicing, receipt vouchers, scheduling, and related documentation.
2.2 The Goodwill Network does not act as a party to any agreement created, executed, or managed through the Platform. Any agreement created through the Platform is a private, independent contract between the respective parties who execute it.
2.3 The Platform does not provide legal advice, financial advice, or tax representation. Any agreement, invoice, or receipt voucher created through the Platform is based solely on information entered by the Users. Users are encouraged to seek independent legal and tax advice.

USER ACCOUNTS, SECURITY & ELIGIBILITY

3.1 Registration: You must provide accurate, complete, and current information via our authentication provider (Clerk). You are responsible for maintaining the confidentiality of your credentials and for all activity occurring under your account.
3.2 Eligibility: Users must be at least 18 years of age and possess the legal capacity to enter into binding contracts under applicable Indian law.
3.3 Account Responsibility: You must notify us immediately at admin@thegoodwill.network of any unauthorised use of your account. The Company shall not be liable for any loss arising from unauthorised use prior to notification.
3.4 Profile Visibility and User-to-User Information Sharing: By creating and maintaining a profile on the Platform, you acknowledge and consent to the following: (a) your professional profile — including your name, contact details (phone number and email address), professional biography, skills, portfolio links, work showcase, availability status, and Goodwill Score — is visible to other verified Users of the Platform in the ordinary course of their use of the Platform; (b) Freelancer profiles are accessible to Producers through the Platform's crew directory for the purpose of identifying, evaluating, and contacting potential collaborators prior to any formal engagement; (c) Producer company information — including company name and contact details — is visible to Freelancers who receive a pencil hold request or an agreement invitation from that Producer; (d) availability status derived from Google Calendar synchronisation is displayed to other Users as a general availability indicator only; the content of underlying calendar events is never shared with other Users; (e) you are solely responsible for ensuring that all information displayed on your profile is accurate, lawfully obtained, and does not infringe the rights of any third party; and (f) the Company accepts no liability arising from your reliance on information displayed on another User's profile.
3.5 Featured Listings: Certain subscription tiers include the ability to submit work for consideration in the Platform's curated Featured section. Where a submission is selected by the Company, it will be displayed in the Featured section alongside a link to the submitting Freelancer's profile. Eligibility to submit does not create any right or entitlement to be featured. The Company retains sole editorial discretion over which submissions are selected for, retained in, or removed from the Featured section at any time and without notice or obligation to provide reasons. No compensation, refund, or other remedy shall be payable in connection with a decision not to feature, or to remove, any submission.
3.6 Tentative Booking Holds (Pencil Holds): (a) Nature of a Hold. A pencil hold ("Hold") is a non-binding, tentative expression of intent by a Producer to engage a Freelancer for specified dates. A Hold does not constitute a confirmed booking, does not create any financial obligation on either party, and does not guarantee the availability of the Freelancer or the confirmation of the engagement. (b) Availability by Subscription. The tentative booking feature is available exclusively to Producers on the Rolling Deep and Like a Boss subscription tiers. Producers on the Take One tier may not create Holds. (c) Hold Types. The Platform supports two Hold types:
(i) a First Pencil, which grants the requesting Producer first priority on the Freelancer's availability for the specified dates; and (ii) a Second Pencil, which is a subordinate Hold placed on dates already subject to an existing First Pencil held by a different Producer.
(d) Hold Duration. Holds automatically expire if not converted into a signed agreement within the duration permitted by the Producer's subscription tier — 48 hours for Rolling Deep and 120 hours for Like a Boss — from the time the Hold is accepted by the Freelancer. The Platform will notify both parties upon expiry. (e) Priority Override. Like a Boss Producers hold a higher booking priority than Rolling Deep Producers. Where a Like a Boss Producer places a First Pencil Hold on dates already subject to a First Pencil held by a Rolling Deep Producer, the existing First Pencil will be automatically downgraded to a Second Pencil. Where the same dates are subject to an existing Second Pencil Hold, that Hold may also be released by the Platform. Affected Freelancers and Producers will be notified of any such changes via Platform notification. (f) Auto-Promotion. If a First Pencil Hold is released or cancelled by the Producer, any Second Pencil Hold on the same dates will be automatically promoted to First Pencil status. The Freelancer will be notified of this change. (g) Freelancer Rights. A Freelancer retains the right to decline any Hold request. Acceptance of a Hold does not obligate the Freelancer to sign an agreement with that Producer. A Freelancer may sign an agreement with a different Producer for the same dates, in which case all other Holds on those dates will be automatically cancelled and the relevant Producers notified. (h) Conversion to Confirmed Booking. A Hold is converted into a confirmed booking only upon the execution of a signed agreement between the Producer and the Freelancer through the Platform's agreement workflow. Until such execution, neither party may represent the engagement as confirmed. (i) No Guarantee. The Company does not guarantee that a Hold will result in a confirmed booking, that Holds will not be overridden or cancelled in accordance with these Terms, or that the Platform's Hold mechanics will be free from technical errors. The Company shall not be liable to any User for loss of a Hold or a consequential loss of an engagement opportunity.
3.7 Testimonials: The Platform enables Producers to submit written testimonials about Freelancers, and Freelancers to submit written testimonials about Producers, in respect of professional collaborations conducted through the Platform. Testimonials are user-generated content and reflect the personal views of the submitting User only. The Company does not verify the accuracy, fairness, or completeness of any testimonial. A User who considers a testimonial submitted about them to be false, defamatory, or otherwise in breach of these Terms may report it through the Platform's report function described in Clause 5.3. The Company reserves the right to remove any testimonial that, upon review, is found to be false, defamatory, abusive, or in breach of these Terms, without being required to provide reasons to the submitting User. The Company shall not be liable for any loss — including reputational loss — arising from a testimonial submitted by another User.
SUBSCRIPTIONS, PAYMENTS & REFUNDS

4.1 Subscription Plans: Access to certain features is governed by subscription tiers as published on the Platform from time to time. The Company reserves the right to modify tier features and pricing with 30 days' notice to existing subscribers. Subscription tiers also govern the type of Pencil Hold a Producer may place, the applicable hold duration upon acceptance, and the Producer's priority position in the booking queue, as further described in Clauses 3.6(b) and 3.6(g).
4.2 Billing: Payments are processed via Razorpay. By subscribing, you authorise recurring billing based on your selected cycle. You are responsible for ensuring your payment details remain current and valid.
4.3 Usage Caps: Each subscription tier has specific limits on Agreements, Productions, invoices, or other platform features. Attempting to bypass these limits through technical means or otherwise constitutes a material breach of these Terms.
4.4 Refund Policy: Unless required by applicable law, all subscription fees and additional usage purchases are non-refundable. In the event of a technical error attributable to the Platform resulting in loss of paid service, the Company will assess refund or credit requests on a case-by-case basis.
4.5 Platform Payment Scope: Razorpay is engaged by the Company solely to process subscription fees payable by Users to the Company for access to the Platform. The Platform does not process, hold, intermediate, or facilitate payments between Producers and Freelancers. All financial arrangements between Producers and Freelancers in respect of professional engagements — including fees, advances, deductions, and settlements — are entirely private, off-platform transactions between the relevant parties. The Company bears no liability in connection with any such transaction, including non-payment, delayed payment, overpayment, incorrect deduction, or any financial dispute arising between Users.

THE GOODWILL RATING SYSTEM

5.1 Purpose: The Goodwill Score is a proprietary metric used to reflect professional reliability within the network. It is intended as an indicative tool only and does not constitute a guarantee of any User's performance, character, or trustworthiness.
5.2 Calculation: Scores are adjusted based on peer feedback, dispute outcomes, platform activity, and verified conduct reports. The calculation methodology may be updated from time to time.
5.3 Internal Dispute & Report Mechanism: Users may report breaches of agreement, misconduct, or platform violations through the Platform's report function. Upon receiving a report, the Company will: (a) acknowledge receipt within 5 Business Days; (b) provide the reported User with notice and a reasonable opportunity to respond (typically 7 Business Days); (c) review available evidence and determine whether a Goodwill Score adjustment or other action is warranted; and (d) notify both parties of the outcome. The Company's determination is final for Platform purposes but does not constitute a legal finding and does not affect the Parties' rights to seek legal redress.
5.4 Manual Adjustments: The Company reserves the right to manually adjust Goodwill Scores in cases of verified fraud, harassment, platform misuse, or to maintain network integrity. Any such adjustment will be communicated to the affected User with a brief reason, and the User may request a review within 14 days.
5.5 No Guarantee: A high Goodwill Score does not constitute a guarantee of performance, safety, or legal compliance by the Company or any other User.

USER REPRESENTATIONS AND WARRANTIES

By creating, sending, signing, or accepting any agreement, invoice, or receipt voucher through the Platform, you expressly represent and warrant that:

(a) all information, tax details (PAN/GSTIN), banking data, and signature entered by you are true, complete, and accurate;
(b) you have the legal capacity and authority to enter into agreements and to issue tax documents, either on your own behalf or on behalf of an entity you represent, and where acting on behalf of an entity, you have obtained all necessary internal authorisations;
(c) any signature you provide for use on tax invoices and receipt vouchers is your authorised signature for that purpose, and you have the authority to issue GST-compliant tax documents in your name or on behalf of the entity you represent;
(d) you are entering into agreements of your own free will, without coercion or undue pressure; and
(e) you fully understand the legal implications of any agreement, invoice, or receipt voucher created or signed via the Platform, or have obtained appropriate independent legal and tax advice.
INVOICE AND TAX DOCUMENT CREATION

7.1 Platform Role: The Platform creates GST-compliant tax invoices and receipt vouchers based solely on information provided by the User. The Company does not verify the accuracy of tax registration details, SAC codes, GST rates, place of supply determinations, or party information entered by the User.
7.2 User Responsibility for Tax Compliance: The User is solely responsible for the accuracy, completeness, and GST compliance of all invoices and receipt vouchers created through the Platform, including the correctness of GSTIN, SAC codes, place of supply determination, applicable tax rates, and all other mandatory fields required under the CGST Act 2017 and applicable Rules.
7.3 Signature Storage and Use: The Platform stores the User's signature solely for the purpose of applying it to tax invoices and receipt vouchers created by or on behalf of that User. The User consents to this use by enabling the invoice creation feature and may revoke consent at any time through their account settings. Revocation does not affect previously created documents.
7.4 No Liability for Tax Errors: The Company shall not be liable for any tax penalty, interest, assessment, or demand arising from incorrectly created invoices or receipt vouchers, including errors in GST classification, place of supply determination, tax rate applied, or party details entered by the User.
7.5 GST Record-Keeping: Users acknowledge that tax invoices and receipt vouchers created through the Platform constitute GST records that must be retained for a minimum of 72 months from the due date of filing the annual return for the relevant financial year, as required under Section 36 of the CGST Act 2017.
7.6 TDS Deductions: Where the Platform displays indicative TDS deduction amounts on invoices (including under Section 194J of the Income Tax Act 1961), such amounts are calculated based solely on information entered by the User. The User is solely responsible for verifying the correct applicability, rate, and deduction of TDS on all professional payments. The Company shall not be liable for any tax demand, interest, or penalty arising from incorrect TDS computation or non-compliance.
NO LIABILITY FOR AGREEMENTS OR PERFORMANCE

The Company does not guarantee, verify, monitor, or enforce the performance of obligations under any agreement created through the Platform. The Company is not responsible for non-payment, delivery failure, misrepresentation, fraud, or any breach of contract between Users. The existence of the Platform's internal report mechanism does not create any obligation on the Company to resolve contractual disputes or to act as an adjudicator between Users.
LEGAL HELP & PARTNER REFERRALS

9.1 The Platform provides access to a Legal Help page through which Users may be referred to independent legal professionals ("Legal Partners").
9.2 Legal Partners are independent professionals. The Company receives no referral fee or other commercial benefit in connection with any engagement between a User and a Legal Partner through the Platform.
9.3 The Company makes no warranty regarding the quality, accuracy, or outcome of any advice or service provided by a Legal Partner.
9.4 Engagement with a Legal Partner creates a relationship solely between the User and that Legal Partner. The Company is not a party to, and bears no liability in connection with, any engagement between a User and a Legal Partner.
9.5 Legal Partners reserve the right to decline any engagement request at their sole discretion, without being required to provide a reason for refusal. The Company bears no liability for a Legal Partner's refusal of services.
9.6 Access to Legal Partner services through the Platform is on a first-come, first-served basis subject to each Legal Partner's availability. Where a Legal Partner has already accepted an engagement from one party to a dispute, they may be unable to represent the opposing party due to professional conflict of interest obligations under the Advocates Act, 1961 and the Bar Council of India Rules of Professional Conduct.
9.7 Notwithstanding the above, a Legal Partner retains the absolute right to determine which party they choose to represent, irrespective of the order in which contact was made. The Company does not guarantee, influence, or intervene in a Legal Partner's choice of client, and accepts no liability arising from that choice.
SERVICE AVAILABILITY & THIRD-PARTY DEPENDENCIES

10.1 As-Available Basis: The Platform is provided on an "as available" basis. The Company does not warrant uninterrupted or error-free access at all times.
10.2 Third-Party Infrastructure: The Platform relies on third-party infrastructure including Convex, Clerk, Razorpay, DocuSeal, and Railway. The Company shall not be liable for any loss arising from the failure, outage, or discontinuation of any third-party service, provided the Company has taken reasonable steps to select reputable providers.
10.3 Excluded Events: The Company shall not be liable for loss or damage arising from: (a) interruptions caused by events outside the Company's reasonable control, including cyber attacks, DDoS attacks, internet infrastructure failures, government actions, or force majeure events; (b) data loss caused by third-party infrastructure failure, provided the Company maintains reasonable backup procedures; or (c) failures in third-party payment, authentication, or document execution services beyond the Company's operational control.
10.4 Restoration Obligation: The Company shall use reasonable endeavours to restore Platform availability promptly following any outage and shall notify affected Users of material service disruptions within a reasonable time.
10.5 Own Negligence Not Excluded: Nothing in this Clause limits the Company's liability for disruptions caused by the Company's own negligence or wilful misconduct.
10.6 Google Calendar: The Google Calendar synchronisation feature is available to eligible subscription tiers only. Access is provided via the User's own Google OAuth credentials. The User is responsible for the security of their Google account and for revoking Platform access via their Google Security Dashboard if required. The Company is not liable for any loss arising from the User's Google account being compromised or from interruptions to the Google Calendar API.
LIMITATION OF LIABILITY

11.1 Scope of Limitation: To the maximum extent permitted under applicable law, The Goodwill Network, its founders, directors, officers, employees, contractors, and partners shall not be liable for any direct, indirect, incidental, consequential, special, or punitive damages, including loss of profits, data, or professional reputation, arising from or in connection with the use of the Platform, any agreement executed through the Platform, any invoice or receipt voucher created through the Platform, or any interaction with another User.
11.2 Cap on Liability: The Company's total cumulative liability for any claim arising out of these Terms or the use of the Platform shall not exceed the total subscription fees paid by the claimant to the Company in the 12 months immediately preceding the event giving rise to the claim.
11.3 Exceptions: Nothing in this Clause limits the Company's liability for: (a) death or personal injury caused by the Company's negligence; (b) fraud or fraudulent misrepresentation by the Company; or (c) any liability that cannot lawfully be excluded or limited under applicable Indian law, including the Consumer Protection Act, 2019.
DISPUTE RESOLUTION BETWEEN USERS AND THE COMPANY

12.1 Internal Resolution First: Any dispute between a User and the Company arising from these Terms shall first be raised through the Company's internal support mechanism at admin@thegoodwill.network. The Company will acknowledge the dispute within 5 Business Days and attempt to resolve it within 30 days.
12.2 Arbitration: If the dispute is not resolved through internal support within 30 days, either party may refer the matter to arbitration under the Arbitration and Conciliation Act, 1996. The arbitration shall be seated in Mumbai and conducted in English. The arbitrator shall be appointed by mutual agreement, failing which by the Mumbai Centre for International Arbitration (MCIA).
12.3 Court Access Preserved: Nothing in these Terms prevents either Party from approaching courts of competent jurisdiction for urgent interim relief, including injunctions, or for enforcement of an arbitral award. The right to approach courts as guaranteed under the Constitution of India is not limited or waived by these Terms.
12.4 No Class Proceedings in Arbitration: Arbitration under these Terms shall be conducted on an individual basis. Disputes shall not be consolidated with those of any other User in any arbitral proceeding unless both parties expressly consent in writing.
INDEMNITY BY USERS

You agree to indemnify, defend, and hold harmless The Goodwill Network and all associated persons from and against any claims, damages, losses, costs, and legal fees arising out of or related to: (a) your use of the Platform in violation of these Terms; (b) any agreement you create, sign, or execute through the Platform; (c) any invoice or receipt voucher you create through the Platform, including any tax liability arising from inaccurate information entered by you; (d) false or misleading information you provide on the Platform; or (e) any dispute with another User arising from your conduct.
PROHIBITED CONDUCT
Users agree not to:

(a) use the Platform for fraudulent, deceptive, or illegal activity, including the creation of false or fabricated tax invoices or receipt vouchers;
(b) harass, threaten, defame, or intimidate other Users;
(c) use automated bots, scraping tools, or other means to extract data or manipulate Goodwill Scores;
(d) attempt to bypass Platform usage restrictions, subscription caps, or security measures;
(e) upload or distribute malicious code, viruses, or disruptive software through the Platform; or
(f) misrepresent your identity, credentials, tax registration details, or authority on the Platform.
INTELLECTUAL PROPERTY

15.1 Platform IP: The Goodwill Network name, logo, software code, proprietary tools, and visual design are the exclusive property of the Company and are protected by applicable intellectual property laws.
15.2 User Content Licence: By uploading portfolio, profile, or showcase content to the Platform, you grant the Company a limited, non-exclusive, royalty-free licence to host, display, and reproduce that content solely for the purpose of operating and promoting the Platform. This licence terminates upon deletion of the relevant content or closure of your account. The Company does not claim ownership of your content.
15.3 Goodwill Score — Proprietary IP: The Goodwill Score system, including its name, concept, methodology, calculation logic, weighting parameters, and the proprietary framework of assigning professional reliability metrics to platform users, constitutes the exclusive intellectual property of the Company. The Goodwill Score system is protected as a proprietary trade secret and as a work in which copyright subsists under the Copyright Act, 1957. No User acquires any right, title, or interest in the Goodwill Score system or any component thereof by virtue of their use of the Platform or the existence of a score attributed to their account.
15.4 Prohibition on Reverse Engineering and Replication: Users agree not to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, architecture, logic, or methodology of any component of the Platform, including the Goodwill Score system; (b) use any data, information, or knowledge obtained through use of the Platform to design, build, or operate a system or service that replicates or substantially reproduces the Goodwill Score system, the Platform's agreement creation and management workflow, or any other proprietary feature of the Platform; (c) commercially exploit, reproduce, or distribute any proprietary element of the Platform — including its agreement templates, scoring methodology, or workflow logic — without the Company's prior written consent; or (d) assist, enable, or facilitate any third party in doing any of the above. A breach of this Clause shall entitle the Company to immediately suspend or terminate the User's account and to seek injunctive relief and damages without the requirement to prove actual loss.
TERMINATION

16.1 By User: You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of the current billing cycle. No refund is provided for the unused portion of a billing cycle.
16.2 By Company: The Company reserves the right to suspend or terminate your account for material breach of these Terms, non-payment, fraudulent activity, or conduct that harms the reputation or integrity of the network, with notice where reasonably practicable.
16.3 Effect of Termination: Upon termination, your access to the Platform will cease. Agreements, invoices, and receipt vouchers already executed or created through the Platform remain valid. Your stored signature will be deleted upon account closure, but previously created tax documents bearing that signature will be retained in accordance with the GST record-keeping obligations described in Clause 7.5.
16.4 Account Deletion: You may permanently delete your account at any time through your account settings. Upon deletion: (a) all personally identifiable information in your account record — including your name, contact details, professional profile, portfolio content, banking and tax information, profile picture, and stored signature — will be immediately and permanently erased; (b) agreements, invoices, tax invoices, and receipt vouchers previously created or signed through the Platform are not affected by account deletion. These documents remain valid and enforceable and will be retained for statutory periods as required by law. They may continue to reference your name and contact details as they appeared at the time of creation; (c) your Goodwill Score and conduct history are retained by the Platform following deletion. Deletion of an account does not constitute a reset of your reputation history and cannot be used as a mechanism to circumvent the Platform's professional reputation system; and (d) if you subsequently re-register on the Platform using the same email address, your previous Goodwill Score will be carried over to your new account automatically.
ELECTRONIC RECORDS & SIGNATURES

You consent to the use of electronic records and signatures in connection with your use of the Platform. Electronic signatures and records created through DocuSeal and associated audit logs are valid and enforceable under the Information Technology Act, 2000. Signatures stored and applied to tax invoices and receipt vouchers through the Platform's invoice creation feature are applied with your consent as provided in Clause 7.3 and constitute valid authorised signatures for the purposes of the Central Goods and Services Tax Act, 2017.
GOVERNING LAW & JURISDICTION

These Terms shall be governed by and construed in accordance with the laws of India. Subject to the arbitration provisions in Clause 12, courts at Mumbai, India shall have exclusive jurisdiction over disputes between Users and the Company.
AMENDMENTS TO THESE TERMS

The Company may amend these Terms from time to time. Material changes will be communicated to registered Users by email at least 14 days before taking effect. Continued use of the Platform after the effective date of amended Terms constitutes acceptance of those Terms. If you do not accept the amended Terms, you must discontinue use of the Platform.
SEVERABILITY AND ENTIRE AGREEMENT

If any provision of these Terms is held invalid or unenforceable by a court or arbitrator of competent jurisdiction, the remaining provisions shall continue in full force and effect. These Terms, together with the Privacy Policy, constitute the entire agreement between you and The Goodwill Network regarding your use of the Platform.
CONTACT
For questions, concerns, or notices under these Terms, contact: admin@thegoodwill.network