Venue Partner Terms

Padli — padel court booking platform Operated by VORTEK INOVATIONS D.O.O. Skopje

Last updated: 17 September 2026 Applies to: venues listing courts on Padli and their staff using the Padli venue console

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1. Parties and scope

These Venue Partner Terms (the "Terms") govern the relationship between VORTEK INOVATIONS D.O.O. Skopje, EMBS 7757832, TAX ID MK4057024570335, registered office Njudehliska 6/1-13, Karposh, Skopje ("Padli", "we") and the legal entity or sole trader that lists a padel facility on the Padli platform ("the Venue", "you").

They apply from the moment your venue is activated on the Platform and cover your use of the venue console, the listing of your courts, the acceptance of bookings, the settlement of money and the handling of personal data.

Players using the Platform are governed by the General Terms of Use, the Refund and Cancellation Policy and the Community Guidelines. You should be familiar with all three, because they describe what your customers have been promised.

Where a separate written commercial agreement has been concluded between us, that agreement prevails over these Terms on any point on which they differ.

2. Definitions

• Platform — www.padli.app, the Padli mobile applications and the venue console.
• Venue console — the administrative interface through which you manage your facility.
• Court — an individual playing court belonging to your facility.
• Booking — a reservation of a Court made through the Platform.
• Court price — the amount you charge for the use of a Court.
• Commission (provision) — Padli's percentage of the Court price.
• Service fee — the fee Padli charges the player on top of the Court price.

3. Onboarding and legal identity

Before your venue can accept bookings you must provide accurate information about your facility and your legal identity: legal name, registration number (EMBS), tax number (EDB/VAT number) and registered address.

This data is entered and maintained by Padli's administrators, not by your staff, because it is printed on documents we issue. You are responsible for its accuracy and must inform us immediately of any change. The identity in force at the moment of a charge is frozen onto that transaction, so a correction takes effect for future documents and does not alter documents already issued.

4. The venue console and staff accounts

Access to the console is by individual accounts protected by an e-mail address and a password, created by invitation. Each account carries only the permissions granted to it.

You undertake to:

• create an account for each person individually and never share credentials;
• grant each person only the permissions their role requires;
• withdraw access immediately when a person leaves your organisation or changes role;
• notify us without delay of any suspicion of unauthorised access.

Every change made in the console is logged — what was changed, by whom and when. The log is an accountability record and is retained independently of the individual account. You are responsible for the acts of everyone to whom you grant access.

5. Your listing

You are responsible for the accuracy and currency of everything published about your facility: name, address, contact details, website, opening hours, amenities, photographs, courts, the sports and formats each court supports, permitted durations, and prices.

Regarding photographs and other materials you upload, you warrant that you hold the necessary rights and that they depict your actual facility. You grant Padli a non-exclusive, royalty-free, territorially unlimited licence to use them, together with your name and logo, for the purpose of displaying, promoting and marketing your facility on the Platform and in Padli's own communication channels. The licence ends when the material is removed, save for copies already made in previously issued communications and in backups.

6. Availability and honouring bookings

The availability shown on the Platform must reflect reality. Where you make a slot bookable, you undertake to honour the booking made in it.

You undertake to:

• keep your schedule, prices and closures up to date;
• make the court available for the booked time, in a condition fit for play;
• comply with your obligations towards the player in accordance with the applicable consumer-protection legislation;
• resolve on-site complaints about the facility, the equipment and your staff.

Where you cannot honour a booking, you must cancel it in the console as early as possible. A booking cancelled by the venue is refunded to the player in full, including the service fee (see section 8 of the Refund and Cancellation Policy). Repeated failure to honour bookings is a material breach of these Terms.

Closures. You may take a court, or the whole facility, off the market for a period — maintenance, a tournament, an academy, a private event or weather — either as a one-off or as a recurring rule. A closure removes the time from sale for the future; it does not cancel a booking that has already been made. Where a closure affects an existing booking, you must cancel that booking yourself, and the paragraph above applies to it in full.

Bookings you make at your own desk. You may create a booking in the console on a player's behalf, entering the contact detail they give you. Two rules govern the money, and they are not yours to override:

• such a booking is collected by you, at your counter, and Padli charges the player nothing for it and no service fee on it;
• you may ask the player to pay for it through the Platform instead. That is a request, never a setting: it is charged only if the player accepts it in their own account, and an unanswered request means the player pays you at the desk. You must not enter a person's contact details in order to obtain a charge they have not agreed to.

7. Commission

Padli charges a commission as a percentage of the Court price of each booking made through the Platform. The rates are agreed with you.

• Two rates, according to how the booking was made. One rate applies to a booking a player makes themselves through the Platform; a second applies to a booking your own staff make from the venue console. The two may be equal or different, as agreed with you. Which of them applies to a booking is settled at the moment that booking is created, by how it was made.
• The rate applicable to a booking is frozen onto that booking at the moment it is created. A change of rate therefore applies only to future bookings and can never alter the settlement of bookings already made.
• Your current rates, and the history of changes to them, are shown to you in the venue console.
• The console shows you both the gross amount and your net amount after commission.
• A booking a player pays for from credit held at your venue is treated exactly as a card booking: the Court price and the commission are the same, and it settles in the same period. Where Padli grants a player a discount under a promotion, the discount is borne by Padli in full and your Court price is not reduced by it.

8. The service fee and the platform fee

Independently of the commission, Padli charges the player a service fee on top of the Court price, for the use of the Platform. It is displayed separately to the player before payment.

The service fee is Padli's revenue and forms no part of your turnover. It is neither deducted from your amount nor paid over to you, and it is not refunded on an ordinary cancellation (see the Refund and Cancellation Policy). Where a booking is cancelled by you, it is refunded to the player at our expense.

The monthly platform fee

Separately from the commission and the service fee, we may agree a monthly platform fee with you for your venue. Where one is agreed, it is recorded in the console and the following applies.

• The fee is charged in addition to the commission rates in section 7, and is not calculated on your bookings or your turnover.
• It is invoiced to you separately and is not deducted from your settlement. The amounts paid to you under section 10 are unaffected by it.
• It is invoiced in arrears: an invoice is issued at the start of a month for the month that has just ended, and is sent to the billing address recorded for your company.
• A month in which the fee was in force is charged in full. Fees are not apportioned: a fee that starts or ends part-way through a month is charged for that whole month.
• Value added tax is added to the fee at the applicable statutory rate.
• Each invoice states its due date, which is fifteen days from issue. Where an invoice remains unpaid after its due date we may send you reminders. Non-payment of a platform fee does not by itself suspend your venue or your bookings; suspension is governed by section 17.

9. Who sells, receipts and VAT

Two arrangements are possible, and the one that applies to you is recorded in the console.

Seller of record — the default. For payments made through the Platform, Padli is the seller of record: the player's card is charged in Padli's name through Padli's acquirer, and Padli issues the player a receipt for the full amount with value added tax at the statutory rate. Your facility is printed on that receipt as the merchant that rendered the service, with the legal identity referred to in section 3. This is a disclosure to the player and does not make you a second tax party to that document. Your own relationship with Padli is settled separately, under section 10, and you issue your own accounting documents to Padli for your share in accordance with the applicable tax legislation.

Agency — only by agreement with you. Where we agree it, your company is the seller of the court and Padli acts as your agent: we collect the player's money in your name and on your behalf, and we issue the player the invoice for the court in your company's name and on your order, under a sequential invoice series reserved for you. Under this arrangement:

• The court money is yours from the moment it is collected. We hold it for you and pay it out under section 10; it is not our turnover.
• We invoice you our commission, plus value added tax on that commission at the statutory rate. The commission is agreed net: the tax is added to it, not contained in it. The invoice is raised when a settlement period is closed and is available to you in the console.
• What the player pays does not change — the same amount, with the same service fee.
• It takes effect from an agreed date and applies only to bookings sold on or after it. Bookings sold earlier keep the arrangement they were sold under; nothing already sold is re-issued or re-rated.
• Each party remains responsible for its own obligations under tax legislation in respect of its own supplies, including any obligation arising from a sale made in its own name.

Your own VAT registration. Under neither arrangement does it change what the player pays. Where Padli is the seller of record it bears only on the counter-supply you make to Padli: whether the amount you invoice us carries value added tax that we may reclaim. Under the agency arrangement it also determines how the invoice issued in your name is taxed, and whether the value added tax on our commission is deductible by you. You must tell us whether you are registered for VAT, and notify us of any change in that status without delay, stating the date from which it applies. The status that governs a settlement is the one in force during the period being settled, not the date on which any particular booking was made; the status shown on an invoice issued in your name is the one in force on the day of that sale, frozen onto the booking. Where you fail to notify a change, you are responsible for any tax consequence arising from the incorrect treatment.

10. Settlement

Money collected from players is settled with you for successive settlement periods, net of commission — and, under the agency arrangement in section 9, net of the value added tax on that commission — and net of any amount refunded to a player on your account. A monthly platform fee under section 8, where one is agreed, is invoiced to you separately and is never deducted here.

• How often. Your settlement period is weekly, twice monthly or monthly, as agreed with you and as recorded in the console. We may agree a change with you; a change applies to periods not yet closed and never re-opens a period already settled.
• Closing a period. At the end of a period we close it and produce a statement, available to you in the console, which sets out the bookings and other movements included, the gross amount, the commission, refunds and the net amount payable to you.
• What a period contains. A period contains everything outstanding at the moment it is closed. Where the value of an earlier booking changes afterwards — a late capture, a refund, a correction — it is carried into the first period closed after the change, rather than re-opening a period already settled.
• Payment. The net amount of a closed statement is paid to the bank account you have given us, within the time agreed with you. You must keep your payment details in the console accurate and up to date; we cannot pay a statement we have no valid account for.
• A negative statement. Where refunds and corrections in a period exceed what was collected in it, the difference is carried forward and set off against the next statement.

Where a player's payment cannot be collected, the shortfall is pursued by Padli against the player who guaranteed the booking; this does not affect your entitlement in respect of a booking that was in fact honoured.

We may withhold a settlement where there is a well-founded suspicion of fraud, until the matter is clarified.

11. Your cancellation policy

You define your own cancellation policy on the Platform: an ordered ladder of deadlines ("cancel at least N hours before the start → refund P%"), optionally overridden for an individual court, plus the grace window within which a booking made by mistake is fully refunded (the standard is 60 minutes; you may lengthen it, shorten it or switch it off).

• The policy in force at the moment of a booking is frozen onto it. A subsequent change applies only to future bookings and can never retroactively worsen the terms a player was promised.
• The policy is shown to the player before booking and before cancelling.
• It must comply with the applicable consumer-protection legislation.

12. Check-in and no-shows

Where you use check-in, a player may confirm their arrival through the Platform. A player who does not turn up remains liable for the full amount; the booking is not refunded.

13. Personal data

In relation to the personal data of players, Padli and the Venue are independent controllers, each for its own purposes.

• Padli processes player data in order to operate the Platform, as described in its Privacy Policy.
• You receive from the Platform the data necessary to hold the court and provide the service — the player's name, the details of the booking, the participants, the check-in and the financial data of that booking — and you process it as a controller for your own purposes.

You undertake to:

• process this data only for the purpose of providing the service and complying with your own legal obligations;
• not use it for your own marketing, nor transfer or sell it to third parties, without a separate legal basis obtained by you;
• apply appropriate technical and organisational protection measures;
• respond to a data subject's request addressed to you, and notify us without delay of any personal data breach concerning data received through the Platform;
• comply with the Law on Personal Data Protection of the Republic of North Macedonia and the GDPR.

Where a player holds credit at your venue, the console shows you that balance and its movements. That money is held by Padli, not by you: you can neither grant nor take away credit, and a payment made from it reaches you as an ordinary settled booking under section 10.

The console also shows you statistics about the use of your venue — occupancy, demand, returning players and similar — derived from bookings and from the measurement of use described in section 3.30 of the Privacy Policy. It is provided to you for the operation of your own business.

The data of your own staff (name, e-mail address, permissions, activity log) is processed by Padli in order to operate the console and to ensure accountability.

14. Confidentiality

Each party undertakes to keep confidential the commercial terms of this relationship and any non-public information about the other party learned in connection with it, and to disclose it only to persons who need to know it or where the law requires it.

15. Availability of the Platform and support

We will make reasonable efforts to keep the Platform available and functional, and to provide support at hey@padli.app. We do not guarantee uninterrupted or error-free operation, and we are not liable for damage arising from temporary unavailability, technical failure or the failure of a third-party service (payment processing, message delivery, hosting).

We may develop, change or discontinue individual functionalities of the Platform. Where a change materially affects the way you work, we will notify you in advance.

16. Liability

Padli is a booking and payment platform. The sporting service is provided by you, and you are responsible for your facility, its condition and safety, your equipment, your staff, and your obligations towards the player, including under the consumer-protection legislation.

You indemnify Padli against any claim by a player or a third party arising from the condition of your facility, from your act or omission, from information you published, or from your breach of these Terms.

Save in cases of intent or gross negligence, and save where liability cannot be limited under mandatory law, Padli's liability towards you is limited to the amount of the commission charged on the bookings concerned.

17. Term, suspension and termination

These Terms apply for as long as your venue is active on the Platform. Either party may terminate the relationship with 30 (thirty) days' written notice, unless otherwise agreed.

We may suspend your venue immediately where there is a material breach — in particular repeated failure to honour bookings, published information that is materially inaccurate, well-founded suspicion of fraud, or a serious breach of the personal data provisions.

On termination, bookings already made must be honoured, or cancelled and fully refunded to the players. Financial and audit records are retained in accordance with the applicable tax legislation.

18. Changes to these Terms

We may amend these Terms. Amendments take effect 30 (thirty) days after notification to you, except where a change is required by law or is favourable to you, in which case it may take effect earlier. Continued use of the Platform after that date constitutes acceptance. Changes never apply retroactively to bookings already made.

19. Applicable law and dispute resolution

These Terms are governed by the laws of the Republic of North Macedonia. For all disputes, the competent court is the court in Skopje. Before initiating proceedings, the parties will attempt to resolve the dispute by mutual agreement.

20. Contact

• E-mail: hey@padli.app

VORTEK INOVATIONS D.O.O. Skopje, Njudehliska 6/1-13, Karposh, Skopje, North Macedonia EMBS: 7757832 | TAX ID: MK4057024570335