Channel Partners

CHANNEL PARTNER AGREEMENT

1. APPOINTMENT

1.1 The Company hereby enrols and appoints the Channel Partner on a non-exclusive basis to identify, introduce, and refer prospective purchasers for the Company's real estate projects.

1.2 The Channel Partner accepts such appointment and agrees to perform its obligations in accordance with the terms of this Agreement.

1.3 Nothing contained herein shall be construed as creating any partnership, joint venture, employer-employee relationship, agency, or franchise arrangement between the Parties.

2. TERM

2.1 This Agreement shall commence on the Effective Date and shall remain valid until terminated by either Party in accordance with this Agreement.

2.2 The Company reserves the right to review, suspend, renew, or terminate the enrolment of the Channel Partner at its sole discretion.

3. SCOPE OF SERVICES

The Channel Partner shall:

• Market and promote the Company's projects to prospective customers
• Arrange customer meetings and site visits
• Provide only approved project-related information supplied by the Company
• Assist prospective customers in understanding project offerings and booking procedures
• Register customer leads through the lead registration process prescribed by the Company

The Channel Partner shall not:

• Make any commitment, representation, warranty, or assurance on behalf of the Company without written authorization
• Alter pricing, payment plans, offers, specifications, or project details
• Collect any amount from customers on behalf of the Company unless specifically authorized in writing

4. ELIGIBILITY AND COMPLIANCE

4.1 The Channel Partner represents and warrants that all information submitted during enrolment is true, accurate, and complete.

4.2 The Channel Partner shall maintain all registrations, licenses, and approvals required under applicable laws, including registration under the Real Estate (Regulation and Development) Act, 2016 ("RERA"), where applicable.

4.3 The Channel Partner shall comply with:

• Real Estate (Regulation and Development) Act, 2016
• Consumer Protection Act, 2019
• Information Technology Act, 2000
• Anti-bribery and anti-corruption laws
• Any other applicable laws, regulations, and governmental directions

5. LEAD REGISTRATION

5.1 Commission shall be payable only for customer leads duly registered through the Company's prescribed system and accepted by the Company.

5.2 In the event of duplicate lead claims, the Company's records and determination shall be final and binding.

5.3 The Company reserves the right to reject any lead registration that is incomplete, inaccurate, duplicated, or already existing in the Company's database.

6. COMMISSION AND PAYMENT

6.1 The Channel Partner shall be entitled to commission only in accordance with the commission structure communicated by the Company from time to time.

6.2 Commission shall become payable only upon:

• Successful booking by the customer
• Execution of required booking/allotment documents/Registration
• Receipt of the prescribed customer payments by the Company
• Compliance with all applicable laws and Company policies

6.3 The Company may withhold commission in cases involving cancellation, refund, fraud, misrepresentation, regulatory non-compliance, or customer disputes.

6.4 All payments shall be subject to applicable taxes, TDS deductions, and statutory compliances.

6.5 The Channel Partner shall provide valid invoices and tax documentation before commission payment.

7. CONFIDENTIALITY

7.1 The Channel Partner shall maintain strict confidentiality regarding all information relating to:

• Customers
• Pricing
• Project details
• Business strategies
• Marketing plans
• Commercial terms
• Any proprietary information of the Company

7.2 Such information shall not be disclosed to any third party without prior written consent of the Company.

7.3 The confidentiality obligations shall survive termination of this Agreement for a period of five (5) years.

8. DATA PRIVACY

8.1 The Channel Partner shall use customer information solely for purposes authorized under this Agreement.

8.2 The Channel Partner shall implement reasonable security measures to protect customer data.

8.3 Customer information shall not be sold, transferred, shared, or used for unauthorized marketing activities.

9. INTELLECTUAL PROPERTY

9.1 All trademarks, logos, brochures, marketing materials, designs, and intellectual property rights shall remain the exclusive property of the Company.

9.2 The Channel Partner shall not reproduce, modify, distribute, or publish any Company materials without prior written approval.

9.3 Upon termination of this Agreement, all usage rights granted herein shall immediately cease.

10. REPRESENTATIONS AND WARRANTIES

The Channel Partner represents and warrants that:

• It has full authority to enter into this Agreement
• It shall conduct business ethically and professionally
• It shall not engage in fraudulent, deceptive, or misleading practices
• It shall not make false promises or assurances to customers

11. INDEMNITY

11.1 The Channel Partner shall indemnify, defend, and hold harmless the Company, its directors, officers, employees, and affiliates from and against any claims, losses, damages, liabilities, penalties, costs, or expenses arising out of:

• Breach of this Agreement
• Misrepresentation or unauthorized commitments
• Violation of law
• Negligence, misconduct, or fraud of the Channel Partner

12. TERMINATION

12.1 Either Party may terminate this Agreement by providing fifteen (15) days' written notice.

12.2 The Company may terminate the Agreement with immediate effect in the event of:

• Fraud or misconduct
• Violation of RERA or other applicable laws
• Misrepresentation to customers
• Breach of confidentiality obligations
• Suspension or cancellation of required registrations

12.3 Upon termination:

• The Channel Partner shall cease representing itself as associated with the Company
• All confidential information and marketing materials shall be returned or destroyed
• Outstanding commission, if any, shall be paid only for eligible transactions completed before termination and approved by the Company

13. LIMITATION OF LIABILITY

The Company's aggregate liability under this Agreement shall not exceed the commission actually paid or payable to the Channel Partner for the transaction giving rise to the claim. The Company shall not be liable for indirect, incidental, consequential, or special damages.

14. DISPUTE RESOLUTION

14.1 The Parties shall first attempt to resolve disputes amicably through mutual discussions.

14.2 If unresolved within thirty (30) days, the dispute shall be referred to arbitration under the provisions of the Arbitration and Conciliation Act, 1996.

14.3 The arbitration shall be conducted by a sole arbitrator appointed by the Company.

14.4 The seat and venue of arbitration shall be Bangalore, Karnataka, India.

14.5 The proceedings shall be conducted in English.

15. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of India. Subject to the arbitration clause above, courts at Bangalore, Karnataka shall have exclusive jurisdiction.

16. GENERAL PROVISIONS

16.1 Entire Agreement: This Agreement constitutes the entire understanding between the Parties.

16.2 Amendment: Any modification shall be valid only if made in writing and signed by both Parties.

16.3 Assignment: The Channel Partner shall not assign its rights or obligations without prior written consent of the Company.

16.4 Severability: If any provision is held invalid, the remaining provisions shall remain enforceable.

16.5 Notices: All notices shall be sent by registered post, courier, or email to the addresses notified by the Parties.

16.6 Force Majeure: Neither Party shall be liable for delays caused by events beyond reasonable control.

Registered Address:
#32, 2nd Floor MIG II B, 6th Cross, KHB Colony, Gandhinagar,
International Airport Road, Yelahanka, Bengaluru 560054 Karnataka, India