Terms of Use

These Terms of Use (“Terms”) form a binding agreement between you and Spaces Neighborhood Commerce Technologies Pvt Ltd (“SPACES”, “Beyond Spaces”, “we”), governing your access to and use of the beyondspaces.in website, the SPACES app, the SPACES Ad Exchange and all related services (collectively, the “Platform”).

By creating an account or accessing the Platform you confirm that you have read, understood and agreed to these Terms, our Privacy Policy and any additional contractual documents that apply to your role (Founding Partner Subscription Agreement, LLP Agreement, Master Lease / JDA, Brand Tenant Agreement).

SPACES is a technology operating company on a FOCO model. It does not hold land, does not hold buildings and does not accept investor deposits on its own balance sheet. Each operating asset is owned by a ring-fenced Spaces {Location} Hub LLP in which 40 qualifying individuals participate as founding partners.

Partnership interests in a per-asset LLP are private commercial franchise allocations made under MCA Section 42 (private placement). They are not securities, debentures, deposits, units of a Collective Investment Scheme or REIT units, and they are not registered with SEBI. Nothing on the Platform is an offer or solicitation in any jurisdiction where such offer or solicitation would be unlawful.

• You are an Indian resident, at least 18 years old and competent to contract under the Indian Contract Act, 1872.
• You have completed KYC, AML / CFT screening and accreditation gating to our satisfaction.
• You are not a Politically Exposed Person, sanctioned individual or subject to any disqualification from acting as a Designated Partner under the LLP Act, 2008.
• Your participation does not breach any law, regulation, contract or fiduciary duty applicable to you.

You are responsible for safeguarding your credentials, OTP devices and Aadhaar e-Sign inputs. All activity under your account is deemed to be yours. Notify us immediately at security@beyondspaces.in on any suspected compromise.

Slot allocations are visible only after KYC and accreditation. Submission of an application is an expression of interest and does not create a binding allocation until (a) the LLP’s Designated Partners accept your subscription, (b) you execute the LLP Agreement and Subscription Agreement by Aadhaar e-Sign, and (c) your capital contribution is received in the LLP escrow account.

Distributions of the 60% partner profit share are made monthly through the escrow gateway, net of LLP-level expenses, audit and statutory deductions, and are treated as tax-free in your hands under Section 10(2A) of the Income Tax Act, 1961, subject to your individual tax position.

The P2P marketplace is a closed, KYC-gated facility through which a partner may assign its partnership interest to another verified member at a price quoted by the in-app DCF engine. SPACES is a neutral technology facilitator — it is not a broker, exchange, clearing house or market maker, does not guarantee liquidity, price or settlement, and does not match orders on any continuous-trading basis.

Each assignment is documented through a Deed of Assignment e-signed by both parties and recorded with the Registrar of Companies via MCA Form 4.

Landowners enter a 20-year master lease / Joint Development Agreement directly with the per-asset LLP. Freehold title remains with the landowner. The landowner’s share of 25% of gross monthly cash flow is paid via the escrow gateway, subject to applicable TDS and GST treatment.

Brand tenants execute a Tenant Agreement with the LLP. The SPACES Ad Exchange is offered as an opt-in service under separate commercial terms; data captured by in-store sensors is aggregated and anonymised before being made available to the tenant.

SPACES, as the Tech OpCo, invoices each LLP a 15% franchise & management fee monthly, plus GST as applicable. The Platform does not charge end users for account access. Taxes payable on partner distributions, ground rent, brand rentals or P2P assignment consideration are the sole responsibility of the relevant party.

You agree not to:

• Circumvent KYC, AML or accreditation gating; share or sell account access.
• Off-platform broker, list, advertise or solicit purchases of partnership interests.
• Upload false, misleading, infringing or unlawful content.
• Reverse-engineer, scrape, probe or attack the Platform or the Ad Exchange.
• Use the Platform for money laundering, terror financing, tax evasion or any other unlawful purpose.

The SPACES name, marks, software, DCF engine, Ad Exchange, dashboards and content are owned by or licensed to SPACES. You receive a limited, non-exclusive, non-transferable, revocable licence to use the Platform for your permitted role. All other rights are reserved.

Escrow, payment, video-KYC, Aadhaar e-Sign, mapping and analytics services are provided by third parties under their own terms. SPACES is not liable for any default by such third parties beyond the standard of care required by law.

Participation in a per-asset LLP carries risk, including risk of partial or total loss of capital, illiquidity, construction delay, tenant default, regulatory change, taxation change and force-majeure events. Past performance is not indicative of future results. Projected yields shown on the Platform are illustrative estimates derived from the DCF model and current market inputs and do not constitute a guarantee, assurance or commitment of return.

The Platform is provided on an “as is” and “as available” basis. To the maximum extent permitted by law, SPACES’ aggregate liability to you arising out of or in connection with the Platform shall not exceed the fees actually received by SPACES from the relevant LLP in respect of your slot during the twelve months preceding the claim. SPACES shall not be liable for any indirect, incidental, consequential, special or punitive damages.

You agree to indemnify and hold harmless SPACES, the relevant LLP and their respective partners, directors, officers and employees from any claim arising out of your breach of these Terms, your applicable role-specific agreements, or any law.

We may suspend or terminate your access for breach of these Terms, failure of periodic KYC re-verification, or where required by an order of any regulator or court. On termination, your contractual rights as an LLP partner (if any) continue to be governed by the LLP Agreement.

These Terms are governed by the laws of India. Any dispute shall first be referred to confidential mediation, and failing resolution within 30 days, to arbitration under the Arbitration and Conciliation Act, 1996, seated at Mumbai, before a sole arbitrator, in English. Subject to the foregoing, the courts at Mumbai have exclusive jurisdiction.

For grievances under the Information Technology Act, 2000, the Consumer Protection (E-Commerce) Rules, 2020 and the DPDP Act, 2023, write to our Grievance Officer at grievance@beyondspaces.in. Complaints are acknowledged within 72 hours and resolved within 30 days.

We may update these Terms from time to time. Material changes will be notified at least 15 days in advance. Continued use after the effective date constitutes acceptance.