Terms of Service (India)

DRAFT NOTICE: These Terms of Service are a draft. They are being prepared for review by qualified legal counsel in India and are not yet in force. They do not create any rights or obligations until a final version is published with an effective date. Nothing in this draft is legal advice. Text in [square brackets] is a placeholder or a point still open for counsel. The final version will replace this draft before any customer or business uses TokenNo in India.

1. About these terms

These Terms of Service ("Terms") are an agreement between you and [TokenNo India entity legal name], a [type of entity] registered in India under [CIN / registration number], with its registered office at [registered office address] and its principal place of business (headquarters) at [headquarters address] [and branches at [branch addresses], if any] ("TokenNo", "we", "us"). Website: tokenno.com. Contact: info@tokenno.com; customer care: [customer care landline] / [customer care mobile].

They apply when you use, in India:

the TokenNo customer app;
the TokenNo Business app, web front desk and TV "Now Serving" board;
the website at tokenno.com; and
the TokenNo Integration API and webhooks.

Together these are the "Service".

These Terms have three parts:

Part A applies to everyone.
Part B applies to customers: people who book tokens ("hosts") and the people they invite ("guests").
Part C applies to vendors: businesses that issue tokens through TokenNo, and their staff.

Please also read our Privacy Policy for India (available in the apps and on tokenno.com), which explains how we handle personal data.

By creating an account or using the Service, you agree to these Terms. If you do not agree, please do not use the Service.

PART A — TERMS FOR EVERYONE

2. What TokenNo is (and is not)

TokenNo is a technology platform that helps businesses manage queues. Vendors publish their sessions and service points, customers get a token number, and everyone is told when it is their turn.

TokenNo does not provide the vendor's services. The clinic, doctor, hospital, restaurant, salon, office or event organiser you book with ("vendor") is solely responsible for its own services, including medical care, food, quality, safety, prices and conduct. TokenNo is not a healthcare provider and does not give medical advice. In an emergency, contact emergency services (for example 112) or go to the nearest hospital — do not rely on a TokenNo token.

For content and information that vendors and users publish on the Service, TokenNo acts as an intermediary under the Information Technology Act, 2000 and the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 ("Intermediary Rules"). Where a vendor requires advance payment, TokenNo is the merchant of record for that payment, as described in sections 15 and 23. [Counsel to confirm: (a) whether TokenNo is a "marketplace" or an "inventory" e-commerce entity under the Consumer Protection (E-Commerce) Rules, 2020 given its merchant-of-record role, and the duties and disclosures that follow; and (b) that automatic translation of vendor content (section 6) and acting as merchant of record do not affect TokenNo's intermediary safe harbour under section 79 of the Information Technology Act, 2000.]

3. Your account

One mobile number = one identity. Your TokenNo account is linked to your mobile number, which we verify by one-time password (OTP). The same account can be used as a customer and, if a vendor adds you, as vendor staff.
You must give true information and keep your mobile number up to date. If you change or give up your number, update or delete your account, because whoever gets that number next could otherwise receive OTPs for it.
Keep your phone and OTPs secure. You are responsible for activity on your account unless it happened because of our fault.
Age. You must be at least 18 years old to create an account. A parent or lawful guardian may book a token for a child.

4. Acceptable use

You must not:

give false information, impersonate anyone or book tokens using someone else's mobile number without their permission;
book tokens you do not intend to use in order to block others, resell tokens, or manipulate a queue;
invite people as guests without their permission, or use the guest feature to send spam;
upload or send content that is unlawful, harmful, misleading, defamatory, obscene, infringes someone's rights, threatens the unity, integrity or security of India, or is otherwise prohibited under the Intermediary Rules;
upload medical records or other health details into TokenNo (the Service does not currently support them);
interfere with or try to break the Service, its security or other users' accounts, including by scraping, reverse engineering (except as allowed by law), or overloading our systems; or
use the Service in breach of any Indian law.

We may remove content, cancel tokens obtained through misuse, or suspend or close accounts that break these rules (see sections 19 and 29).

5. Messages

To run your token, we send service messages by push notification, SMS and WhatsApp (booking confirmations, call alerts, token number changes, cancellations, refunds and "booking is now open" alerts you asked for). SMS messages are sent in line with the Telecom Regulatory Authority of India (TRAI) rules on commercial communications, including registration of senders and templates on the Distributed Ledger Technology (DLT) platform. OTPs are sent as transactional messages and booking updates as service messages [counsel/ops to confirm the DLT category for each template, including "notify me" alerts and guest invitations, and the principal entity registered on DLT]. We do not send promotional messages without your consent. Message delivery depends on telecom operators, Meta (WhatsApp), Google and Apple, so we cannot guarantee that every message arrives on time.

6. Language and translation

You can use the Service in the language you choose. Vendor content (such as business and room names) is written by the vendor in one language and may be shown to you in an automatic translation. Translations may not be perfect; the vendor's original text is the reference, and vendors can correct translations of their content.

These Terms and our Privacy Policy are available in English. [Pending: a Hindi version (and any other Eighth Schedule language offered), as the Intermediary Rules require these documents in English or an Eighth Schedule language of the user's choice; counsel to confirm.]

7. Intellectual property

TokenNo owns the Service, its software, design, the TokenNo name and logo. We give you a limited, personal, non-exclusive, non-transferable right to use the Service under these Terms. You keep any rights you have in content you submit, and you give us a licence to use it as needed to run and improve the Service.

8. Availability and changes to the Service

We work to keep the Service available, but it may sometimes be interrupted for maintenance, updates or reasons beyond our control (for example network or provider outages). We may change, add or remove features. If we remove a feature that you have paid for, we will give a fair refund or alternative.

9. Limitation of liability

Nothing in these Terms limits any liability that cannot be limited under Indian law, including your rights under the Consumer Protection Act, 2019.

Subject to that:

Waiting times, "your turn is near" alerts, distances and arrival estimates are estimates. Queues move faster or slower, and vendors can call, skip, push back or cancel tokens. TokenNo is not liable for losses caused by a vendor's decisions, by a vendor's services, or by delays you could not have avoided by using the Service. This does not limit the refunds TokenNo owes you as merchant of record (sections 15, 16 and 19), or our liability for losses caused by our own negligence or breach of these Terms.
TokenNo is not liable for indirect or consequential losses, such as loss of profit or opportunity.
For customers, our total liability to you for any claim related to the Service is limited to the amount you paid through TokenNo for the booking concerned, or [INR amount] if you paid nothing. This cap does not apply to refunds TokenNo owes you as merchant of record [counsel to confirm that the cap and the exclusion for vendor decisions are not "unfair contract" terms under section 2(46) of the Consumer Protection Act, 2019].
For vendors, the cap in section 31 applies.

10. Changes to these Terms

We may update these Terms. We will tell you about important changes in the app or by message at least [15] days before they take effect (or [30] days for changes to vendor fees), unless a change is required urgently by law. If you keep using the Service after a change takes effect, the new Terms apply. If you do not agree, you may stop using the Service and delete your account.

11. Governing law and disputes

These Terms are governed by the laws of India.
Talk to us first. Please contact our Grievance Officer (section 12) so we can try to resolve the issue.
Customers (consumers): you may bring a complaint before the appropriate Consumer Disputes Redressal Commission under the Consumer Protection Act, 2019, including online through e-Jagriti (e-jagriti.gov.in) [counsel to confirm the current portal], or contact the National Consumer Helpline (1915 or consumerhelpline.gov.in). Subject to that, the courts at [city] have jurisdiction [counsel to confirm the city].
Vendors: disputes are resolved as set out in section 33.

12. Grievance Officer

In line with the Intermediary Rules and the Consumer Protection (E-Commerce) Rules, 2020, our Grievance Officer is:

Name: [Grievance Officer name]
Address: [TokenNo India entity legal name], [headquarters address]
Email: info@tokenno.com (subject: "Grievance")
Phone: [customer care landline] / [customer care mobile]
Hours: [working days and hours]

You can also raise a complaint in the app under Help. Our timelines (the same as in our Privacy Policy, section 10) are:

We acknowledge every complaint within 24 hours and give it a ticket number you can use to track it.
Complaints under the Intermediary Rules: resolved within 15 days.
Requests to remove content prohibited under rule 3(1)(b) of the Intermediary Rules: acted on within 72 hours.
Complaints under rule 3(2)(b) of the Intermediary Rules (content showing a person's private areas, nudity or sexual acts, or impersonating them): acted on within 24 hours.
Consumer complaints under the Consumer Protection (E-Commerce) Rules, 2020: resolved within one month at most.
Grievances about personal data: answered within the period published under the DPDP Rules, and in any case within 90 days.

[Counsel to confirm these timelines.]

If you are not satisfied with the Grievance Officer's decision on a complaint under the Intermediary Rules, you may appeal to the Grievance Appellate Committee within 30 days at gac.gov.in. We remind users at least once a year about these Terms and our Privacy Policy.

PART B — TERMS FOR CUSTOMERS (HOSTS AND GUESTS)

13. Booking a token

When you book, you get a token number for a vendor's service point (for example a doctor's room, a counter or a table desk) and session. Token numbers restart at 1 each day for each service point.
One token covers your whole party. The host books one token for the party, up to the maximum party size the vendor allows.
Before you confirm, we show you the vendor, service point, session, party size, the total amount payable, the vendor's refund rule (including any no-show charge) and its push-back policy.
Seller information. Before you pay, we also show the vendor's legal or business name, whether it is registered [GSTIN where applicable], its address, its customer-care contact and its rating [product to confirm ratings are available in Phase 1].
A token is a place in a queue. It is not a fixed appointment time unless the vendor says so. The vendor decides the order in which it serves people.
No-show. Your token counts as a no-show only if it was called, the "your number is called" alert was sent to you, and you did not arrive within the vendor's grace period (set by the vendor, at least [X] minutes). The vendor or you (as host) may then cancel the token, and the vendor's no-show rule applies (section 16).

14. Changes by the vendor: push back, cancellations and holidays

Push back. A vendor may move a token later in the queue. For example, if token 28 is pushed back to 31, then tokens 29, 30 and 31 each move up by one and the original 28 becomes 31. Everyone whose token number changes, and their guests, is told of their new number.
Limits on push back. A vendor can move a token at most [N] times, and never more than [N] places in total without your consent. The vendor's push-back policy is shown to you before you book.
Your right to cancel. If the vendor pushes your token back by more than [N places / X minutes], or changes your session, you may cancel with a 100% refund.
Cancellations and holidays. A vendor or doctor may cancel a single session, a whole slot or a day (for example a holiday at a location). All tokens in it are cancelled and every token holder and their guests are told.
If you paid in advance and the vendor cancels, you get a 100% refund (section 16).

15. Advance payments

Some vendors require payment when you book (in full, as a deposit, or per person). If so:

[TokenNo India entity legal name] is the merchant of record. It collects your payment in its own name through a payment gateway regulated by the Reserve Bank of India (RBI) (in India, currently Razorpay [to be confirmed]) and issues you a payment receipt for it, with its own receipt number. The token is issued only after the payment succeeds. TokenNo then deducts its commission and pays the vendor weekly (section 24).
The amount shown before you pay is the total you pay, including taxes. TokenNo does not add a booking or convenience fee [product to confirm]. If a customer fee is ever added, it will be included in the total from the first screen.
Amounts are charged in Indian Rupees (INR).
Who invoices the service. The vendor provides the underlying service and issues the invoice or bill for it, including any GST on that service [counsel and tax advisor to confirm who is the GST supplier, and the invoicing for the advance, given TokenNo's merchant-of-record status]. Where a deposit is "adjusted in the bill", the vendor deducts it from your final bill.
Payment methods and charge-backs. We show the available payment methods (for example UPI, cards and net banking) before you pay. If you think a charge is wrong, contact us first (section 12); you also keep any charge-back right your bank or card network gives you.
Your card, UPI and bank details are entered with the payment gateway; TokenNo does not see or store them.
If money is debited but your booking fails, the amount will be reversed automatically, in line with RBI timelines for failed transactions.

[Counsel to confirm that the "TokenNo collects and pays out" model complies with RBI's directions on payment aggregators, for example by using the gateway's marketplace or split-settlement product, and whether TokenNo needs its own authorisation.]

16. Refunds

Vendor or doctor cancels (including a location holiday): 100% refund of what you paid for that token.
You cancel: the vendor's refund rule that applied when you booked is used. Vendors set their own rules (for example free cancellation until a certain number of hours before, a partial refund after that). Each rule has a version, and your token keeps the version you agreed to, so a later change by the vendor does not affect you.
No-show (as defined in section 13): the vendor's no-show rule that applied when you booked is used. Any no-show charge is shown before you pay and must be proportionate [counsel to confirm a cap].
Large push back or session change: if you cancel because the vendor pushed your token back by more than [N places / X minutes] or changed your session, you get a 100% refund (section 14).
Guests: if you paid per person and a guest cancels, any refund for that person follows the same rule.
Refunds go back to the original payment method. We start the refund within [X working days] of the cancellation; your bank or payment provider may take [5–7] more working days to credit it [counsel to confirm timelines].

[Counsel to confirm that vendor cancellation and no-show rules comply with the Consumer Protection (E-Commerce) Rules, 2020, including the rule limiting cancellation charges on consumers, and with the Guidelines for Prevention and Regulation of Dark Patterns, 2023.]

If you think a refund is wrong, contact the Grievance Officer (section 12).

17. Guests

A host may invite guests by entering their mobile numbers. The host must invite only people who know them and expect to hear about the visit. A host's confirmation is not by itself our basis for messaging a guest: our first message to each guest names TokenNo and the host, links our Privacy Policy and offers a one-tap "stop inviting me" option (see the Privacy Policy, section 3.5).
Guests receive the invitation by push, SMS or WhatsApp, with a link to see the token in the app or in a simple web page. Guests do not have to install the app.
A guest can say whether they are coming, and can leave the party at any time. The host can remove guests or hand over the host role.

18. Location sharing

Location sharing is optional and off by default. If you turn it on for an active token, the vendor and your host can see your distance or estimated arrival time, and you may be marked as "arrived" automatically when you reach the location. It stops automatically. See the Privacy Policy for details.

19. Suspension of customer accounts

We may suspend or close an account, or cancel tokens, if we reasonably believe it is being misused (section 4), if required by law, or to protect other users. Where possible we will tell you why and give you a chance to respond. If we cancel a prepaid token because of misuse, we tell you the reason and refund the amount paid less [the vendor's no-show charge under the rule version you booked under] [counsel to confirm, or refund 100%]. If we cancel for any reason that is not your fault, including by mistake or a system error, you get a 100% refund.

You can delete your account at any time in Profile.

PART C — TERMS FOR VENDORS (BUSINESSES)

These vendor terms apply in addition to Parts A and B (where relevant). "You" in Part C means the business that registers as a vendor, and the person accepting these Terms confirms they are authorised to bind it.

20. Onboarding, KYC verification and approval

You register in TokenNo Business and submit the identity and business documents we ask for in India (for example PAN, GSTIN where registered, proof of business address, bank account details and, for clinics and hospitals, relevant registrations or licences) ("KYC") [counsel and operations to confirm the India KYC document list].
We (and our verification providers) review your documents. We may approve or reject an application, or ask for more information. We do not have to give reasons where the law does not require it.
Once approved, you receive a payment link for your plan (or a free trial, if offered to you). Your business goes live after that.
You must keep your KYC and bank details accurate and tell us of changes. We may re-verify at any time, and may pause payouts until verification is complete.

21. Your account and your staff

You decide who in your business has access (for example owner, manager, receptionist, doctor) and what they can do. You are responsible for your staff's use of the Service.
You must remove access for staff who leave.
Numbers you enter. When your staff create a phone, walk-in, QR or kiosk token, or your system creates one through the Integration API, you are responsible for having a lawful basis for giving us that person's name and mobile number, and you must tell the person that TokenNo will process their number to manage their token and send them messages about it.
You set up your locations, service points, schedules (including several slots in one day), holidays, maximum party sizes, payment requirements and refund rules. You are responsible for keeping them correct.

22. Plans, fees, commission and token packs

Pricing is set per country in the TokenNo admin and shown to you before you subscribe or buy. In India, fees are charged in INR and are exclusive of GST, which we add at the applicable rate.
Fees may include:
- a subscription for your plan;
- a commission on advance payments collected through TokenNo (a percentage set for India or agreed with you);
- token packs: bundles of tokens with an expiry date. When a token is issued, it uses the oldest valid pack first. Unused tokens in an expired pack are not refundable [counsel to confirm]; and
- SMS and WhatsApp charges, which are billed separately to your messaging ledger at the prices shown in TokenNo Business.
Payment gateway fees are either charged to you or absorbed by TokenNo, as shown in your plan.
Free trials are offered at our discretion per vendor.
We may change fees with at least [30] days' notice. Changes apply from your next billing period.
Subscription fees already paid are not refundable, except where these Terms or the law say otherwise [counsel to confirm].

23. Advance payments collected by TokenNo

If you require advance payment, [TokenNo India entity legal name] is the merchant of record. It collects the payment from the customer in its own name through our payment gateway and issues the payment receipt. You remain responsible for providing the service the customer paid for and for invoicing that service [counsel and tax advisor to confirm the GST supplier and invoicing].
Funds are held and settled in line with the RBI's rules that apply to our payment gateway [counsel to confirm that this model complies with RBI's directions on payment aggregators and whether TokenNo needs its own authorisation].
TokenNo deducts the amounts in section 24 and pays you the rest weekly.

24. Weekly payouts

We pay out your balance weekly to your verified bank account in India, on the payout day for India (or the day agreed for your business), once your balance is above the minimum payout amount. Smaller balances roll over to the next week.
From each payout we deduct: our commission; refunds to customers; chargebacks and disputed payments; gateway fees (if you bear them); unpaid fees or messaging charges; and any taxes we must collect or deduct.
Taxes. As an e-commerce operator, TokenNo may be required by law to collect tax at source under GST law and to deduct tax at source under income-tax law on amounts paid to you, and to report these amounts; you will receive the related statements [tax advisor to confirm TCS/TDS treatment, and GST treatment of restaurant bookings and of healthcare services]. You are responsible for your own taxes, including GST on your services.
If your balance becomes negative (for example after refunds or chargebacks), you must pay the shortfall, and we may recover it from future payouts.
We may hold payouts if we reasonably suspect fraud, if there is an unusually high level of refunds or disputes, if your KYC is incomplete, or if required by law.

25. Refund obligations

You must set a clear refund rule for customer cancellations and no-shows for each service point that takes advance payments. Each change creates a new version; tokens keep the version they were booked under, and you must honour it.
If you or your doctors cancel a session, slot or token, or a location holiday cancels it, the customer gets a 100% refund. Our commission on that payment is still payable and is recovered from your balance [counsel to confirm this is enforceable and fair].
Your rules must be fair, clearly stated and lawful, including under the Consumer Protection Act, 2019 and the Consumer Protection (E-Commerce) Rules, 2020. We may refuse or remove rules we consider unfair.
You must not ask customers to pay again outside TokenNo for a token already paid through TokenNo.

26. Your responsibilities for your services

You are solely responsible for the services you provide, including their quality, safety, pricing, licences and compliance with law (for example, for clinics and hospitals, applicable clinical establishment and medical council rules; for restaurants, food safety (FSSAI) rules).
You must treat customers fairly, use push back and cancellations in good faith and within the limits in section 14, and not discriminate unlawfully. You must set a grace period of at least [X] minutes before marking a called token as a no-show.
Your content (business name, descriptions, room names, photos) must be accurate and lawful. You may correct automatic translations of your content.
You must handle complaints about your services and cooperate with us to resolve customer grievances.

27. Personal data and the Integration API

Data protection roles. TokenNo is the Data Fiduciary for account and booking data on the platform. You are an independent Data Fiduciary for your own records and for data you export through the Integration API or webhooks. You and TokenNo each comply with the Digital Personal Data Protection Act, 2023 and the rules under it for the personal data each of you handles. You may use booking data you see in TokenNo only for providing your services, and must not use it for unsolicited marketing. [Placeholder: vendor data-processing / data-sharing addendum, to be linked here. Counsel to confirm whether a separate data processing agreement is needed and the roles of each party.]
Lawful basis for numbers you enter. You are responsible for having a lawful basis for every name and mobile number you or your systems enter (section 21), and you will indemnify TokenNo if you do not (section 31).
No health data. In the current phase, you must not enter medical records, symptoms, diagnoses or other health details into TokenNo.
Integration API. If you connect your own systems (such as clinic software or a point-of-sale system) using API keys and webhooks:
- you must keep your API keys secret, give them only the scopes needed, and rotate or revoke them if they may have leaked. Keys are shown once; TokenNo stores only a hash;
- you are responsible for all calls made with your keys and for actions they perform (for example creating, calling or cancelling tokens);
- data sent to your systems is your responsibility. Once data leaves TokenNo through the API or webhooks, you are the one who must protect it, keep it secure, give any required notices and respect people's rights over it;
- you must verify webhook signatures, respect rate limits, and use test keys and sandbox data for testing; and
- we may revoke keys, limit access or change the API (with reasonable notice for breaking changes, except for security reasons).
Messages. SMS and WhatsApp messages for your bookings are sent through TokenNo's providers in line with TRAI's DLT rules and WhatsApp's policies [counsel and operations to confirm whether the vendor or TokenNo is the registered principal entity on DLT]. You must not use TokenNo to send promotional messages to customers without their consent.

28. Acceptable use for vendors

In addition to section 4, you must not:

create fake tokens or fake reviews, or manipulate queues to mislead customers;
charge customers for tokens outside the fees shown in TokenNo for the same token;
collect advance payments through TokenNo for services you do not intend to provide;
use customers' mobile numbers or other data for purposes not related to their booking; or
share your account or API keys with anyone outside your business.

29. Suspension and termination

We may suspend your account, your listings, API keys or payouts, with notice where possible, if you breach these Terms, fail KYC, have unpaid fees, receive serious or repeated complaints, show signs of fraud, or if the law requires.
We may terminate your account for serious or repeated breaches, or with [30] days' notice for any other reason.
You may terminate at any time in TokenNo Business or by writing to info@tokenno.com. Termination takes effect at the end of your current billing period.
On termination: you must still honour, or refund, tokens already booked and paid; we will pay out your remaining balance after deducting refunds, chargebacks and amounts owed (and after a reasonable holding period for disputes [counsel to confirm period]); and you can export your data for [30] days, after which we delete it as described in the Privacy Policy, except records we must keep by law.

30. Confidentiality

Each party will keep the other's non-public business information confidential and use it only for the Service, except where disclosure is required by law.

31. Vendor liability and indemnity

To the extent allowed by law, TokenNo's total liability to you in any 12-month period is limited to the fees you paid to TokenNo in that period (excluding amounts collected for your services and paid out to you).
TokenNo is not liable for your lost profits, lost business or indirect losses, or for failures of telecom operators, payment gateways, app stores or other third parties beyond our reasonable control.
You will indemnify TokenNo against claims, penalties and losses arising from your services, your content, your breach of these Terms or of law, and your handling of personal data (including data sent to your systems through the Integration API).

32. Publicity

We may name your business as a TokenNo customer in our marketing unless you tell us not to. We will not use your logo without your permission.

33. Disputes between vendors and TokenNo

These Terms are governed by the laws of India.
The parties will first try to resolve a dispute by good-faith discussion for [30] days.
If not resolved, the dispute will be referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996. The seat and venue will be [city], and the language will be English [counsel to confirm the city and whether institutional arbitration rules should apply].
Subject to this, the courts at [city] have exclusive jurisdiction, including for interim relief.

34. Contact

[TokenNo India entity legal name] [headquarters address] Email: info@tokenno.com