Goodness Programme Terms

These Terms apply between (a) GoodSpace AI Private Limited, a company incorporated under the Companies Act, 2013, having its registered office at the address set out on the cover page of these Terms ("GoodSpace"), and (b) the individual who has signed the Goodness Code in connection with their participation in the Goodness Programme (the "Member"). These Terms together with the Goodness Code, the Verification Consent, and the Verified Career Management Membership Agreement (where applicable) constitute the entire framework governing the Member's participation in the Goodness Programme.

GoodSpace operates a programme known as the Goodness Programme, the purpose of which is to verify and record the professional character of individual Members against eight values described in the Goodness Code, across four independent layers of evidence (collectively, the "Layers"). The output of the Goodness Programme is a record (the "Goodness Record") and a published summary derived therefrom (the "Goodness Profile"). These Terms govern the operational, procedural and contractual matters incidental to such verification, and are intentionally drafted with the comprehensiveness customary in contracts of this nature.

1.3.1 References to a "clause" are to a clause of these Terms; references to a "party" are to GoodSpace or the Member; references to "writing" include email and any other durable electronic form.

1.3.2 Headings are for convenience only and shall not affect interpretation. Words in the singular include the plural and vice versa; references to one gender include all genders; and references to a "person" include any natural person, body corporate, partnership, association, governmental authority or other legal entity.

1.3.3 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time, and includes any subordinate legislation made under it.

1.3.4 Where these Terms require an act to be done within a specified period, that period is calculated in calendar days unless expressly stated otherwise.

1.4.1 "Active Membership" means the period during which the Member's enrolment in the Verified Career Management programme is current, in good standing, and has not been terminated, suspended or surrendered.

1.4.2 "Adverse Finding" means a finding under any Layer of verification, or otherwise, that records conduct or facts inconsistent with one or more of the eight values set out in the Goodness Code, and which is recorded as such in the Goodness Record.

1.4.3 "Application" means the GoodSpace mobile or web application operated from time to time by GoodSpace, through which the Member shares contact data, communicates with their Career Manager, and receives Programme notifications.

1.4.4 "Career Manager" means the individual employed or contracted by GoodSpace and assigned to manage the Member's career under the Verified Career Management programme.

1.4.5 "Certification" means GoodSpace's published affirmation, valid for twelve (12) months unless earlier suspended or revoked, that the Member's Goodness Profile is complete, current and in good standing.

1.4.6 "Code" means the Goodness Code signed by the Member, as it may be supplemented or replaced from time to time pursuant to clause 14.2.

1.4.7 "Disclosure Matter" has the meaning given in clause 5.

1.4.8 "Effective Date" means the date on which the Member signs the Code, or such other date as may be agreed in writing.

1.4.9 "Eight Values" means the eight values set out in the Code, namely Teamwork, Friendliness, Helpfulness, Honesty, Reliability, Truthfulness, Kindness and Integrity.

1.4.10 "Goodness Profile" means the published summary record of the Member's verified standing against the Eight Values.

1.4.11 "Goodness Record" means the underlying record maintained by GoodSpace of all assessment data, Layer findings, Certifications, suspensions, revocations and related materials in respect of the Member.

1.4.12 "Goodness Review Panel" means the panel constituted under clause 6.7.

1.4.13 "Layer" or "Layers" means the four layers of verification described in clause 2.3.

1.4.14 "Personal Contacts" means contacts marked by the Member as personal within the Application, which under no circumstances are contacted by GoodSpace pursuant to these Terms.

1.4.15 "Professional Contacts" means contacts marked by the Member as professional within the Application, which constitute the pool from which Layer 3 verification is conducted.

1.4.16 "Programme" means the Goodness Programme operated by GoodSpace.

1.4.17 "Tier" means a tier of consequence under clause 6, namely Minor, Moderate, Severe or Egregious.

1.4.18 "Verification Consent" means the separate Verification Consent and Authorisation document signed by the Member at or about the Effective Date.

The Programme is operated by GoodSpace for the purpose of (a) verifying the professional character of Members against the Eight Values, (b) recording the outcome of such verification in the Goodness Record, (c) publishing a Goodness Profile derived therefrom, and (d) maintaining the Certification of Members who satisfy the standards of the Programme. The Member acknowledges that the Programme depends, by design, on the cooperation, accuracy and good faith of the Member at every Layer.

2.2.1 The Goodness Profile is a summary view derived from the Goodness Record, and presents the Member's standing against the Eight Values on a per-value basis. The Profile does not produce an aggregate or composite score. Where Layers disagree as to a particular value, the disagreement is preserved and presented as such, rather than averaged.

2.2.2 The Goodness Record is the property of GoodSpace, held by GoodSpace as data controller within the meaning of applicable data protection legislation, and is retained in accordance with clause 7.2.

2.3.1 Layer 1 - Self-Assessment. A structured instrument completed by the Member.

2.3.2 Layer 2 - the Code. The signed Code, treated as an affirmative commitment to the Eight Values.

2.3.3 Layer 3 - Community Feedback. Structured feedback collected from a set of Professional Contacts nominated by the Member, and from such additional Professional Contacts as GoodSpace may choose to approach for triangulation purposes pursuant to the Verification Consent.

2.3.4 Layer 4 - Workplace Verification. Structured interviews conducted by GoodSpace's verification team with current and former supervisors, peers and direct reports of the Member.

2.4.1 Certification is granted upon satisfactory completion of all four Layers and is valid for twelve (12) months from the date of grant, unless earlier suspended or revoked under clause 6.

2.4.2 Certification is renewed annually upon completion of the annual review cycle described in the Membership Agreement.

2.4.3 Certification confers no right or benefit on the Member other than the right to be described as Certified during the period of its validity and to be presented as such to third parties pursuant to clause 8.3.

The Member's substantive commitments to the Eight Values are set out in the Code and are incorporated into these Terms by reference. The Member shall, throughout the period of Active Membership, conduct themselves consistently with each of the Eight Values, in the manner described by the specific behavioural anchors set out in the Code.

The substantive behavioural commitments under the Code apply throughout Active Membership and not thereafter, except as expressly provided in clauses 7.3, 7.4 and 7.5. Without prejudice to the foregoing, the Member's obligations relating to disclosure, cooperation, confidentiality, accurate representation, and the integrity of the Goodness Record continue to apply for the periods specified herein.

The behavioural anchors set out in the Code are illustrative rather than exhaustive. The Member shall conduct themselves in a manner consistent with the spirit and intent of each value, and not merely in a manner that avoids the specific behaviours expressly identified. Conduct that, although not specifically enumerated, a reasonable person would recognise as inconsistent with one or more of the Eight Values may give rise to a finding under clause 6.

The Member acknowledges that the credibility of the Goodness Profile derives from verification by third parties, and submits to the verification process at each Layer. The Member shall cooperate in good faith with the verification process throughout Active Membership, including responding promptly to reasonable requests for information, scheduling interviews and providing access to materials reasonably required by GoodSpace's verification team.

4.2.1 The Member shall, through the Application, nominate not fewer than ten (10) and not more than fifteen (15) primary referees drawn from their Professional Contacts. Such nominations shall include a representative cross-section of the Member's professional life, and may not be confined to a single employer or institution.

4.2.2 GoodSpace may, in addition to the Member's nominated referees, contact any other Professional Contact from the Member's shared list, in such number and at such times as GoodSpace considers appropriate for the purpose of triangulation, and the Member's authorisation to such contact is recorded in the Verification Consent and is acknowledged in these Terms.

4.2.3 GoodSpace shall not, under any circumstance and irrespective of any directive to the contrary, contact, mine, market to or otherwise use any contact data in respect of contacts marked by the Member as Personal Contacts. The structural separation of Personal Contacts and Professional Contacts within the Application is intended to be enforced by design, not by discretion.

4.3.1 The Member shall, prior to the commencement of Layer 4 verification, provide GoodSpace with a list of their current employer (if applicable) and all prior employers within the preceding five (5) years, together with the names and contact details of supervisors, peers and direct reports at each such employer.

4.3.2 GoodSpace's verification team shall conduct interviews with such persons as it considers appropriate, including persons not on the Member's list where they are identified through reasonable enquiry as material to the Layer 4 assessment.

4.3.3 The Member acknowledges that Layer 4 verification may take a period of three (3) to nine (9) months to complete and that no Certification is granted until Layer 4 is materially complete.

4.4.1 The Member shall, through the Application, share their phone contact list with GoodSpace, and shall mark each contact as either Professional or Personal. The Member is responsible for the accuracy of such marking.

4.4.2 GoodSpace shall hold contact data with reasonable care, on systems with industry-standard security controls, for the purposes set out in these Terms and the Verification Consent and for no other purpose.

4.4.3 The Member may, at any time during Active Membership, update the categorisation of contacts within the Application. Removal of contact data from the Application during Active Membership may result in suspension of Certification pending re-verification, where the removal materially compromises the Layer 3 verification process.

4.5.1 The Member shall not, directly or indirectly, attempt to influence the testimony of any person whom GoodSpace contacts in the course of verification, whether by request, inducement, intimidation, retaliation or otherwise.

4.5.2 Any conduct falling within clause 4.5.1, where established to the reasonable satisfaction of GoodSpace, constitutes an automatic finding at the Egregious Tier under clause 6.5, independently of any underlying conduct.

4.6.1 Findings under each Layer are recorded against the Eight Values on a per-value basis. The Goodness Record retains the source-attributed evidence underlying each finding, subject to confidentiality protections in respect of source identities where confidentiality was a condition of the evidence being provided.

4.6.2 Where Adverse Findings at the Moderate Tier or above are proposed to be recorded, the Member shall be notified pursuant to clause 6.6 and shall have the opportunity to respond before the finding is finalised.

The Member affirms, at the Effective Date and at each annual renewal of Certification, whether any of the following Disclosure Matters apply to them, having occurred or being pending in the three (3) years preceding the date of such affirmation:

5.1.1 Any formal workplace investigation, disciplinary process, performance improvement plan, or warning (whether oral or written) issued by any employer, principal or institution to which the Member is or has been engaged.

5.1.2 Any termination, asked-to-resign, mutual separation, garden leave, suspension or non-voluntary cessation of any employment, consultancy, partnership or directorship.

5.1.3 Any criminal conviction, sentence, plea of guilty or nolo contendere; any charge framed against the Member, whether tried or untried; any open criminal investigation in which the Member is named as a suspect or accused; and any restraining or protection order issued against the Member.

5.1.4 Any civil judgment or pending civil matter relating to fraud, dishonesty, professional misconduct, harassment of any nature, breach of fiduciary duty, breach of confidence, defamation, or breach of contract relating to professional conduct.

5.1.5 Any loss, withdrawal, suspension, censure or non-renewal of a professional certification, licence, membership of a professional body, or institutional accreditation; any voluntary resignation from such a body where the resignation followed or sought to pre-empt disciplinary proceedings.

5.1.6 Any prior application to, exit from, removal from, or non-acceptance into any other verification, character-assessment, trust-scoring or background-verification programme operated by any third party.

5.1.7 Any insolvency, bankruptcy, individual voluntary arrangement, or debt restructuring proceeding to which the Member has been or is a party.

In addition to the specific Disclosure Matters set out in clause 5.1, the Member affirms that they have, to the best of their honest belief, disclosed to GoodSpace any other matter that a reasonable person, exercising sound judgement, would consider material to the integrity of the Goodness Programme assessment process or to GoodSpace's decision to admit or retain the Member in the Programme, including matters that are pending, contested, the subject of ongoing inquiry, or that the Member believes to be unjust but that nevertheless exist or have existed.

Disclosure of a Disclosure Matter does not automatically result in disqualification from the Programme. GoodSpace shall consider each disclosure on its facts and may, in its discretion, (a) admit the Member with the disclosure recorded in the Goodness Record, (b) admit the Member with conditions, (c) defer admission pending further information or the conclusion of an underlying matter, or (d) decline to admit the Member. The Member's transparency in disclosure is itself recorded as a positive signal under the value of Truthfulness.

If GoodSpace subsequently discovers, through any Layer of verification, through any communication with a third party, or through any other source whatsoever, that the Member has failed to disclose a Disclosure Matter falling within clause 5.1 or a matter falling within the scope of clause 5.2, that failure to disclose shall constitute a separate and independent breach of these Terms at the Egregious Tier under clause 6.5, regardless of the gravity of the underlying matter itself, and regardless of whether the underlying matter, if disclosed, would have led to a different admission decision.

The Member shall, throughout Active Membership, notify GoodSpace in writing within fifteen (15) days of becoming aware of any matter that, had it existed at the Effective Date, would have fallen within clause 5.1 or 5.2. Failure to notify within such period shall be treated as concealment under clause 5.4.

These Terms operate as a platform-binding code of conduct. Breach of the Code or these Terms by the Member shall not give rise to a claim for civil damages by GoodSpace against the Member in respect of the values themselves, and GoodSpace shall not pursue the Member in any civil court for monetary damages in respect of breach of the substantive value-commitments under clause 3. The consequences of breach are confined to the Profile, Certification, Record, and platform-membership consequences set out in this clause 6.

A finding at the Minor Tier shall be made where the conduct is an isolated lapse, of limited materiality, not part of a pattern, and resulted in no significant adverse impact on any person, team or institution. The consequence is recording of the matter as contextual information in the Goodness Record, without adjustment to the Goodness Profile and without effect on Certification.

A finding at the Moderate Tier shall be made where (a) a pattern of conduct inconsistent with a value is verified across more than one source or is repeated, or (b) a single incident has had material impact on another person, a team, or the work. The consequence is downward adjustment of the value-level score in the Goodness Profile, recording of the underlying finding in the Goodness Record, and continuation of Certification with the Profile reading accordingly.

A finding at the Severe Tier shall be made where (a) a sustained pattern of conduct in clear violation of one or more values is established, (b) significant harm to another person, team or institution has resulted, (c) a Moderate finding has been concealed by the Member, or (d) a single incident is at the boundary of egregious conduct without crossing it. The consequence is suspension of Certification pending review, marking of the Goodness Profile as "Under Review" and unavailability of the Profile for sharing during the suspension. The Member retains the right to respond and to seek reinstatement following remediation where remediation is appropriate to the facts.

A finding at the Egregious Tier shall be made where any of the following is established: (a) deliberate fraud or material dishonesty in the Self-Assessment, in any disclosure under clause 5, or in any communication with GoodSpace material to the verification process; (b) concealment of any Disclosure Matter falling within clauses 5.1 or 5.2, which finding shall be automatic and not discretionary upon establishment of the underlying concealment; (c) serious workplace misconduct including without limitation harassment of any nature, theft or misappropriation, breach of fiduciary duty, substantial financial impropriety, or violence; (d) any obstruction of the verification process falling within clause 4.5; or (e) any wilful attempt to game, manipulate, defraud or compromise the verification process. The consequence is revocation of Certification, removal of the Member from all GoodSpace listings, mandate channels and member-only services, permanent recording of the finding in the Goodness Record, and - where the matter affects a third party with a legitimate interest in being informed - GoodSpace reserves the right to disclose the finding to such party, with the Member's identifying particulars redacted only where redacted disclosure remains meaningful for the purpose of protecting that interest.

6.6.1 Before any consequence at the Moderate Tier or above is finalised, GoodSpace shall notify the Member in writing of (a) the proposed finding, (b) the value or values to which the finding relates, (c) the proposed Tier, and (d) the substance of the evidence supporting the finding, with such redactions as are necessary to protect the identity of sources who provided their evidence on a confidential basis.

6.6.2 The Member shall have fourteen (14) days from the date of such notification within which to respond in writing, to provide additional context, and to furnish such further evidence as the Member considers relevant. GoodSpace shall consider any such response in good faith before finalising the consequence.

6.6.3 The right to respond under this clause is not a right of veto. GoodSpace retains the final decision in respect of whether a finding is recorded and at which Tier, subject to the appeals process under clause 6.7.

6.7.1 Following the finalisation of any consequence at the Severe Tier or the Egregious Tier, the Member shall have the right to appeal in writing to the Goodness Review Panel within thirty (30) days of the date on which the consequence is communicated to the Member.

6.7.2 The Goodness Review Panel shall comprise not fewer than three (3) persons, of whom at least one (1) was not involved in the original finding and at least one (1) shall be an external advisor where the matter is at the Egregious Tier.

6.7.3 The Panel may, on consideration of the appeal, (a) uphold the finding and the Tier, (b) vary the Tier upward or downward, (c) set the finding aside in whole or in part, or (d) remit the matter for further investigation. The decision of the Panel shall be final within the Programme.

6.7.4 The right of appeal under this clause is in addition to, and not in substitution for, any right of the Member at law to challenge the conduct of the Programme process under applicable legislation.

All findings under this clause 6 shall be based on documented evidence, including without limitation the Member's own statements, verified records, source-attributed accounts from interviewed parties, written communications, and other materials capable of being produced in answer to a challenge. No finding shall be made on the basis of rumour, anonymous and unverified reports, or generalised impressions unsupported by source-attributed evidence.

Where GoodSpace reasonably believes that the integrity of the Programme, the safety of any person, or the legitimate interests of third parties require interim action pending the conclusion of an investigation, GoodSpace may suspend Certification on an interim basis, mark the Goodness Profile as "Under Review", and pause the Member's access to member-only services. Interim measures under this clause are without prejudice to the eventual finding under clauses 6.2 to 6.5.

The substantive behavioural commitments under the Code shall apply throughout Active Membership and shall not bind the Member following the cessation of Active Membership, except as provided in clauses 7.3, 7.4 and 7.5.

7.2.1 The Goodness Record, comprising all assessment data, verification findings, Certification decisions, Tier findings, evidence and related materials maintained in respect of the Member during Active Membership, is the property of GoodSpace and shall be retained by GoodSpace indefinitely.

7.2.2 The Goodness Record is held by GoodSpace in accordance with applicable data protection legislation and is used solely for the purposes set out in these Terms, the Code and the Verification Consent.

7.2.3 The Member shall have the right, at any time, to request a copy of the Goodness Record relating to them, to request factual correction of items demonstrably in error, and to record a written statement of the Member's own in respect of any finding the Member disputes. The Member shall not have the right to require deletion of accurate entries in the Goodness Record.

7.3.1 Following the cessation of Active Membership, the Member shall not represent to any third party that the Member holds a current Certification when the Member does not, nor make any false statement about the Goodness Programme, its verification methodology, or any finding recorded against the Member.

7.3.2 The obligations in clause 7.3.1 shall survive the cessation of Active Membership indefinitely.

Where an investigation under any Layer or under clause 6 is in progress at the time of cessation of Active Membership, GoodSpace shall retain the right to complete that investigation, to record the resulting finding in the Goodness Record, and to apply the consequence framework in clause 6 (excluding such consequences as relate to Active Membership status), notwithstanding the Member's cessation of Active Membership.

Where, following the cessation of Active Membership, GoodSpace receives credible information relating to conduct of the Member that occurred during the period of Active Membership, GoodSpace shall retain the right to investigate that conduct, to apply the evidentiary and due-process standards under clause 6, and to record any resulting finding in the Goodness Record. No new consequence under clause 6 may be applied to active membership status in respect of post-cessation findings; however, the Goodness Record shall accurately reflect such findings.

7.6.1 The grounds and process for termination of Active Membership are governed by the Membership Agreement and not these Terms. These Terms shall automatically cease to apply, in respect of substantive behavioural commitments, at the moment Active Membership ceases, subject only to the survival provisions of clauses 7.2 to 7.5.

7.6.2 GoodSpace may, in respect of any finding at the Egregious Tier under clause 6.5, terminate Active Membership with immediate effect, by written notice to the Member.

GoodSpace shall handle the Member's assessment data, contact data, and Goodness Record with reasonable care, shall store such data on systems with industry-standard security controls, and shall use such data solely for the purposes set out in these Terms, the Code and the Verification Consent.

GoodSpace shall conduct verification, recording, breach handling and appeals in accordance with the processes described in these Terms. Where such processes evolve over time, material changes shall be notified to Active Members in writing not less than thirty (30) days before they take effect.

GoodSpace shall share the Member's Goodness Profile with third parties only where (a) the Member has given specific consent in respect of a defined opportunity, (b) the Profile is shown to an employer in connection with an active recruitment mandate that the Member is being considered for through GoodSpace's recruitment channel, or (c) GoodSpace is required by law to do so.

GoodSpace shall not contact, communicate with, market to, sell, license or otherwise use data relating to contacts marked by the Member as Personal Contacts. The structural separation of Personal Contacts and Professional Contacts within the Application is a structural commitment by GoodSpace, enforced by design rather than by discretion.

GoodSpace shall not sell, license or otherwise commercially transfer the Member's assessment data, contact data or Goodness Record to any third party, except as part of a sale or transfer of all or substantially all of the business of GoodSpace, in which case the acquiring entity shall be required to assume these obligations on the same terms.

GoodSpace operates an evolving suite of products and services. The Member acknowledges that GoodSpace may, from time to time and through the channels the Member has provided, communicate with the Member about new products, services, features or adjacent offerings that GoodSpace reasonably considers may be of interest to the Member. The Member may opt out of marketing communications in respect of any particular product line, without affecting the operation of these Terms.

Where GoodSpace launches a new product or service that proposes to use the Member's Goodness Profile, the Goodness Record, or any subset thereof, such use shall be subject to a separate, specific and granular consent obtained from the Member at the point of that product's use. The execution of the Code and acceptance of these Terms does not, and shall not be construed as, authorising the use of the Member's data in any product or for any purpose beyond the verification, certification and career-management activities contemplated by these Terms.

The Goodness Record is, in substance, a portable asset of the Member's professional reputation. The Member may, with specific consent given at the point of a request, authorise GoodSpace to share extracts of the Goodness Record with third parties chosen by the Member, including (in due course) any other products operated by GoodSpace into which the Member has separately opted in.

All intellectual property in the Programme, including without limitation the design of the Goodness Profile, the assessment instruments, the four-Layer methodology, the scoring rubrics, the Application, and all GoodSpace-authored documentation, vests in and shall remain the property of GoodSpace. The Member acquires no right, title or interest in any such intellectual property by reason of these Terms.

All factual data provided by the Member, including the Self-Assessment responses, disclosures, and contact data, remains the data of the Member. The Member grants GoodSpace a worldwide, royalty-free, non-transferable licence to use such data solely for the purposes contemplated by these Terms.

Findings recorded in the Goodness Record, being the work-product of GoodSpace's verification process, are the property of GoodSpace, save that the Member shall have the rights of access, correction and statement of position set out in clause 7.2.3.

The Member shall not, during Active Membership or thereafter, disclose to any third party any confidential information of GoodSpace (including without limitation the proprietary assessment instruments, scoring rubrics, internal methodology and operational manuals of the Programme) to which the Member may have access by reason of the Member's participation in the Programme, save where required by law or with the prior written consent of GoodSpace.

GoodSpace shall maintain the confidentiality of the Member's Goodness Record, assessment data, contact data and disclosures, and shall not disclose such information to third parties save as expressly permitted under clause 8.3 or as required by law.

GoodSpace may, at its discretion, offer confidentiality to persons providing evidence under Layer 3 or Layer 4 verification, in order to obtain candid testimony. The Member acknowledges that such confidentiality may be necessary to the integrity of the verification process and that the Member is not entitled, as of right, to know the identity of any individual source whose evidence was provided on a confidential basis, although the Member is entitled to know the substance of the evidence and the Layer in which it was given.

The obligations under this clause 11 shall survive the cessation of Active Membership and the termination of these Terms indefinitely.

12.1.1 Subject to clause 12.3, GoodSpace's aggregate liability to the Member arising out of or in connection with these Terms, the Programme, the Goodness Profile or the Goodness Record, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the aggregate amount of fees paid by the Member to GoodSpace under the Verified Career Management programme during the twelve (12) months preceding the act or omission giving rise to the liability.

12.1.2 GoodSpace shall not in any circumstance be liable to the Member for any indirect, consequential, special, incidental, punitive or exemplary loss or damage, including without limitation loss of profits, loss of employment opportunity, loss of business opportunity, loss of reputation, loss of anticipated savings, or loss of goodwill, however arising.

Nothing in clause 12.1 shall limit or exclude the liability of GoodSpace for (a) fraud, (b) wilful misconduct, (c) death or personal injury caused by GoodSpace's negligence, or (d) any liability that cannot lawfully be limited or excluded under applicable law.

The Member shall indemnify GoodSpace against any direct loss, damage, claim, expense or liability suffered by GoodSpace as a result of (a) any breach by the Member of clauses 5.4 (concealment), 4.5 (obstruction) or 11.1 (Member confidentiality), or (b) any wilful or grossly negligent misstatement by the Member made to GoodSpace or to any source contacted in the course of verification. The Member's aggregate liability under this clause 12.3 shall not exceed the aggregate amount of fees paid by the Member to GoodSpace under the Verified Career Management programme during the twelve (12) months preceding the relevant act or omission.

Neither party shall be liable for any failure to perform, or delay in performing, any obligation under these Terms (other than an obligation to pay money) to the extent that such failure or delay is caused by any event or circumstance beyond the reasonable control of that party, including without limitation acts of God, war, terrorism, civil unrest, epidemic, pandemic, government action, industrial dispute, failure of telecommunications networks, failure of utility services, or cyber-attack of a sophistication exceeding the reasonable standards of the industry (a "Force Majeure Event").

Performance of the affected obligations shall be suspended for the duration of the Force Majeure Event and the time for performance shall be extended accordingly. Where the Force Majeure Event continues for more than ninety (90) days, either party may terminate these Terms upon written notice, without liability to the other except in respect of obligations that accrued prior to such termination.

The party affected by a Force Majeure Event shall notify the other party in writing within fifteen (15) days of becoming aware of the event, and shall use reasonable endeavours to mitigate its effect.

14.1.1 Notices to GoodSpace under these Terms shall be given in writing to grievance@goodspace.ai (with a copy to the Member's Career Manager) and shall take effect on the business day following dispatch.

14.1.2 Notices to the Member shall be given to the email address registered by the Member with GoodSpace and to the postal address (where one has been provided), and shall take effect on the business day following dispatch.

14.1.3 Each party shall promptly notify the other of any change to their contact details.

14.2.1 GoodSpace may amend these Terms from time to time.

14.2.2 Material amendments shall be notified to Active Members in writing not less than thirty (30) days before they take effect, with a summary of the changes.

14.2.3 An Active Member who does not accept a material amendment may terminate Active Membership in accordance with the Membership Agreement; non-material amendments shall take effect on the date specified in the notice.

If any provision of these Terms is found by a court or other competent authority to be invalid, illegal or unenforceable, that provision shall be deemed modified to the minimum extent necessary to render it valid and enforceable while preserving its commercial intent, and the remaining provisions shall continue in full force and effect.

No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy. A waiver of any right or remedy in any particular instance shall not preclude its exercise on any subsequent occasion.

The Member may not assign, transfer or delegate any of their rights or obligations under these Terms. GoodSpace may assign, transfer or delegate any of its rights or obligations under these Terms to any successor of its business, provided that the successor assumes these obligations on the same terms.

These Terms do not confer any right on any person who is not a party to them.

These Terms, together with the Code, the Verification Consent and the Membership Agreement, constitute the entire agreement between the parties in respect of the matters they cover and supersede all prior representations, undertakings and agreements (whether oral or written) in respect of such matters. In the event of any conflict between these Terms and the Code, these Terms prevail as to operational, procedural and contractual matters and the Code prevails as to the substantive content of the Eight Values.

These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, shall be governed by and construed in accordance with the laws of the Republic of India.

The parties shall, before commencing any external dispute resolution, attempt in good faith to resolve any dispute arising out of these Terms through (a) the appeals process under clause 6.7 in respect of any matter falling within clause 6, and (b) escalation to the Head of Verification of GoodSpace in respect of any other matter, with thirty (30) days for resolution at that level.

Subject to clause 15.2, the courts of New Delhi shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.

The Member acknowledges that any finding lawfully recorded under clause 6 represents the work-product of GoodSpace's verification process and may be presented as such. Nothing in these Terms shall be construed as restricting GoodSpace's right to publish, present or rely upon any such finding in the manner contemplated by these Terms, save where a court of competent jurisdiction has set the finding aside on the merits.

16.1.1 Words importing the singular include the plural and vice versa.

16.1.2 Words importing one gender include all genders.

16.1.3 References to "including" and similar expressions shall be read as if followed by the words "without limitation".

16.1.4 References to "writing" include any communication in a durable electronic form.

16.2.1 Where a period is expressed in days, it shall be calculated in calendar days unless "business days" is specified.

16.2.2 Where the last day of a period falls on a day that is not a business day in the National Capital Territory of Delhi, the period shall be extended to the next succeeding business day.

The headings and sub-headings in these Terms are for convenience of reference only and shall not affect the interpretation of these Terms.

All references to amounts in these Terms are in Indian Rupees unless expressly stated otherwise.

These Terms may be accepted by electronic acceptance, click-wrap acceptance through the Application, or by deemed acceptance through execution of the Code. An electronic signature or affirmation shall have the same effect as a handwritten signature.

END OF TERMS AND CONDITIONS

These Terms (the "Goodness Programme - Member Terms and Conditions") are referenced by, and incorporated into, the Goodness Code signed by the Member. The Member is deemed to have accepted these Terms in full by signature of the Code. No separate signature is required for these Terms to bind the Member.

Any subsequent material amendment to these Terms shall be notified to the Member in accordance with clause 14.2. The Member is encouraged to review these Terms at the commencement of each Active Membership year, and at any time the Member receives notification of amendment.

A current copy of these Terms is available on request from grievance@goodspace.ai.

Version 1.0 | Reference: GP-MTC-2026 | GoodSpace AI Private Limited