1. Acceptance of Terms
These Terms of Service ("Terms") constitute a legally binding agreement between GuideUp Technologies Private Limited ("GuideUp", "we", "us", or "our") and the entity or individual ("Customer", "you") accessing or using the GuideUp platform. By registering for an account, activating a subscription, or using any part of the platform, you accept these Terms in full.
If you are accepting these Terms on behalf of a company or organisation, you represent that you have the authority to bind that entity to these Terms. If you do not have such authority or do not agree to these Terms, do not use the platform.
2. Description of Service
GuideUp is a cloud-based SaaS platform designed for professional tour operators. The platform provides tools for booking and reservation management, passenger manifest management, itinerary and schedule creation, guide assignment and communication, payment integration, and operational reporting. The specific features available depend on the subscription plan selected.
GuideUp is a B2B platform intended for business use only. It is not intended for use by individual consumers.
3. Account Registration
To access the platform, you must register an account and provide accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify us immediately at legal@guideup.co if you become aware of any unauthorised use of your account.
You may not create accounts for competitors of GuideUp, use the platform to develop a competing product, or share your account access with unauthorised third parties.
4. Subscription Plans and Payment Terms
GuideUp is offered on a subscription basis. Subscription fees are billed in advance on a monthly or annual basis, depending on the plan selected. All prices are stated exclusive of applicable taxes. Where applicable, VAT or other taxes will be added to your invoice.
By subscribing, you authorise GuideUp to charge your designated payment method (processed via Stripe) on a recurring basis for the applicable subscription fee. Subscriptions auto-renew unless cancelled before the end of the current billing period.
All fees paid are non-refundable unless explicitly stated otherwise or required by applicable law. We reserve the right to update pricing at any time with not less than 30 days' written notice. Continued use of the platform after a price change takes effect constitutes acceptance of the new pricing.
If payment fails, we will attempt to notify you and retry the charge. Accounts with overdue balances beyond 14 days may have their access suspended until the outstanding amount is settled.
5. Free Trials and Promotional Offers
GuideUp may offer free trials or promotional pricing from time to time. At the end of a trial period, your subscription will automatically convert to a paid plan unless you cancel before the trial ends. Trial terms will be specified at the time of registration.
6. Acceptable Use Policy
You agree to use the GuideUp platform only for lawful purposes and in accordance with these Terms. You must not:
- Use the platform to process, store, or transmit any unlawful, fraudulent, infringing, or harmful content.
- Attempt to gain unauthorised access to any part of the platform, its infrastructure, or the accounts of other users.
- Probe, scan, or test the vulnerability of the platform or attempt to circumvent security measures.
- Upload or introduce malicious code, viruses, worms, or any software that disrupts or interferes with the platform.
- Scrape, extract, or reproduce platform data or functionality without prior written consent.
- Resell, sublicense, or otherwise transfer access to the platform to third parties.
- Use the platform in any way that violates applicable laws, regulations, or the rights of third parties.
GuideUp reserves the right to suspend or terminate any account found to be in violation of this Acceptable Use Policy, without prior notice and without liability.
7. Service Level Agreement (SLA)
GuideUp targets a platform uptime of 99.5% per calendar month, measured across our production services. Uptime is calculated as:
(Total minutes in month − Downtime minutes) / Total minutes in month × 100
"Downtime" means the platform is unavailable or unresponsive for five (5) or more consecutive minutes, as measured by our monitoring systems. Downtime does not include:
- Scheduled maintenance windows (notified at least 48 hours in advance)
- Unavailability caused by Customer's systems, networks, or actions
- Force majeure events (including internet infrastructure failures, natural disasters, or acts of government)
- Third-party service outages beyond our reasonable control
If we fail to meet the 99.5% uptime target in a given month, affected customers may request a service credit of 5% of their monthly subscription fee for each full percentage point below the target, up to a maximum credit of 30% of that month's fee. Service credits are the sole and exclusive remedy for SLA failures and must be requested within 15 days of the end of the affected month.
8. Intellectual Property Rights
GuideUp IP: All intellectual property rights in the GuideUp platform, including software, documentation, design, branding, and underlying technology, are owned by GuideUp Technologies Private Limited. These Terms do not transfer any ownership rights to you. We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the platform solely for your internal business operations during the term of your subscription.
Customer Data: All data you input into the platform, including passenger manifests, booking records, itineraries, and customer communications, remains your property. We process your data solely to provide the platform services under our Data Processing Agreement.
Feedback: If you provide feedback, suggestions, or ideas about the platform, you grant GuideUp a perpetual, royalty-free licence to use such feedback without obligation or restriction.
9. Confidentiality
Each party agrees to keep the other's confidential information (including pricing, business data, technical documentation, and any non-public information designated as confidential) strictly confidential and not to disclose it to third parties without prior written consent, except as required by law or to fulfil obligations under these Terms.
10. Data Protection
GuideUp processes personal data as a data processor on your behalf. The terms of data processing are governed by our Data Processing Agreement (DPA), which is incorporated into these Terms by reference. You are responsible for ensuring you have a lawful basis to share passenger and customer data with GuideUp and for providing appropriate notices to data subjects.
11. Cancellation Policy
You may cancel your subscription at any time through your account settings or by contacting us at legal@guideup.co. Cancellation will take effect at the end of the current billing period. You will retain access to the platform until that date. No refunds are provided for the remaining days of a prepaid period.
Following cancellation, your account data will be retained for 90 days to allow for data export, after which it will be permanently deleted. You are responsible for exporting any data you wish to retain before cancellation.
12. Termination by GuideUp
We may suspend or terminate your account at any time with immediate effect if: (a) you breach these Terms or the Acceptable Use Policy; (b) payment fails and is not remedied within 14 days; (c) we are required to do so by law or a regulatory authority; or (d) we determine in good faith that continued access poses a security risk to the platform or other users.
If we terminate your account without cause, we will provide 30 days' notice and a pro-rata refund for any prepaid period. Termination for breach or non-payment does not entitle you to any refund.
13. Disclaimers and Warranties
THE GUIDEUP PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GUIDEUP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF HARMFUL COMPONENTS.
14. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GUIDEUP BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY YOU TO GUIDEUP IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. In such cases, the above limitations apply only to the maximum extent permitted by law.
15. Indemnification
You agree to indemnify, defend, and hold harmless GuideUp Technologies Private Limited, its directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from: (a) your use of the platform in violation of these Terms; (b) your violation of applicable law; or (c) any claim that your data or content infringes the rights of a third party.
16. Governing Law and Dispute Resolution
These Terms are governed by and construed in accordance with the laws of India, without regard to its conflict of laws principles.
In the event of any dispute, controversy, or claim arising out of or relating to these Terms or the platform, the parties shall first attempt to resolve the matter through good-faith negotiations. If a resolution is not reached within 30 days, the dispute shall be submitted to binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 of India. The seat of arbitration shall be [City], India. The language of arbitration shall be English.
Nothing in this clause prevents either party from seeking urgent injunctive or equitable relief from a competent court to protect its intellectual property rights or confidential information.
17. Force Majeure
Neither party shall be liable for delay or failure to perform any obligation under these Terms to the extent that such delay or failure is caused by circumstances beyond that party's reasonable control, including natural disasters, acts of government, war, pandemic, or internet infrastructure failures.
18. Entire Agreement and Modifications
These Terms, together with our Privacy Policy, Cookie Policy, and Data Processing Agreement, constitute the entire agreement between you and GuideUp with respect to the platform and supersede any prior agreements on the same subject matter.
We reserve the right to update these Terms at any time. When we make material changes, we will provide at least 30 days' notice by email or a prominent notice within the platform. Your continued use of the platform after the effective date of the revised Terms constitutes acceptance.
19. Contact
For any questions about these Terms:
GuideUp Technologies Private Limited
Email: legal@guideup.co