In this Agreement, the capitalised terms defined by inclusion in parenthesis and quotation marks, shall have the same meaning throughout the Agreement, to the extent not inconsistent with the context thereof or otherwise defined herein.

The Vendor hereby appoints Reloy as a service provider to provide the Services to the Vendor in consideration of the Fees to be paid by the Vendor to Reloy, and the performance of the Vendor Obligations by the Vendor, and Reloy hereby accepts such appointment as a service provider and agrees to provide the Services on the terms and conditions set out in this Agreement. In rendering the Services, Reloy shall act as an independent contractor, and Reloy owes its duties arising out of this engagement solely to the Vendor and to no other person. The Vendor acknowledges that nothing in this Agreement is intended to create duties on the part of Reloy towards the Vendor beyond those expressly provided for in this Agreement.

3.1. On-boarding: For the purpose of on-boarding onto the App, the Vendor shall provide Reloy with all relevant information, content, branding, graphics and approvals as may be requested by Reloy from time to time. Subject to the above, Reloy shall on-board the Vendor on the Platform on a date mutually agreed in writing.

3.2. Maintain the Platform: During the tenure of this Agreement, Reloy shall maintain the Platform to ensure smooth functioning of the Programs, subject to downtime in the ordinary course.

3.2. Updating Offers on the Platform: Reloy shall, within 15 (fifteen) days of a written request from the Vendors to update the details of the Offers, along with receipt of all relevant information, content, branding, graphics and approvals, update the Offers on the Platform.

4.1. The Vendor covenants to comply with the following obligations (“Vendor Obligations”):

• (a) Licenses and Registrations: During the tenure of this Agreement, the Vendor shall keep and maintain all necessary licenses, permissions and registrations valid, as are necessary for conducting the business and activities hereunder.

• (b) Service Reports: The Vendor shall provide Reloy with reports detailing the use of an Offer by a single User, or multiple Users, or classes of categories of Users, in a manner that shall be mutually agreed to between the Parties.

• (c) Implementation of Offers: The Vendor shall be responsible for implementation of the Offers and providing the Vendor Services to the Users. The Vendor agrees and acknowledges that the continued success of the Platform and the Offers depends on successful implementation and execution of the Offers by the Vendor.

• (d) Monthly Accounts: On a monthly basis, provide Reloy with an account statement showing the number of sales made/ Vendor Services provided to the Users in the previous month or other specified period through the Platform, the payments received against the same and also the Fee due and payable to Reloy in respect thereof;

• (e) No more favourable offers: The Vendor shall not provide offers similar to the Vendor Services and the Offers to any other person, on the same terms or on terms that are more favourable than the terms as set out in this Agreement.

• (f) Non-disclosure Agreement: The Vendor shall execute a non-disclosure agreement with Reloy to protect the ideas, concept software, intellectual property and business model of Reloy.

• (g) Information: The Vendors shall provide Reloy with all relevant information, content, branding, graphics and approvals necessary or desirable for Reloy to perform the Services and ensure that the information and declarations provided in the Offers are true and correct and/ or not false or misleading.

• (h) Complaint Policy: The Vendor shall form a ‘Grievance Redressal Policy’, finalised with Reloy, which details inter alia, the manner in which a User can make a complaint, the mode of redressal of a complaint and the time period within which the complaint is required to be resolved in relation to the Offers. Further, such policy shall specifically include the contact details of a grievance officer.

5.1. License of Vendor Intellectual Property: The Vendor hereby licenses in favour of Reloy on a non-exclusive basis the intellectual property of the Vendor as set out in Schedule 1 (“Vendor IP”), for the purposes of giving effect to the transactions contemplated in this Agreement, and in consideration of Reloy performing the Services. The Vendor agrees and undertakes that Reloy shall not be required to pay any licensing fee or any other consideration for the use of the aforementioned intellectual property in the manner contemplated in this Agreement. Reloy agrees and acknowledges that all Vendor IP shall always vest with the Vendor and in no circumstance be transferred to Reloy.

5.2. Ownership of Platform Intellectual Property: The Vendor agrees and acknowledges that all intellectual property rights over the Platform shall always belong and remain the property of Reloy or any of its Affiliates. The Vendor shall protect Reloy’s contractual, statutory and rights under law in the Platform with the same degree of care used to protect its own proprietary rights.

5.3. Notification of Unauthorized Access: Each Party agrees to notify the other Party in writing promptly upon becoming aware of any unauthorized access or use by any person or of any claim that the Platform or Vendor IP has infringed upon any copyright, trademark, or other contractual, statutory or rights under law.

6.1. The Vendor acknowledges that, during the tenure of this Agreement, Reloy may disclose to the Vendor, information regarding the real estate developers, who are its clients. The Vendor hereby undertakes not to circumvent Reloy, and to refrain from acting on such information, or contacting or entering into a relationship with such real estate developers, directly or indirectly, without the prior written permission of Reloy. Further, the Vendor undertakes to not circumvent Reloy by contacting any real estate developer with respect to a particular Vendor Service, directly or indirectly, without the prior written permission of Reloy.

6.2. In the event the Vendor breaches the provisions of Clause 6.1 above, the Vendor shall be liable to pay liquidated damages to Reloy of an amount equal to 3 (three) times of the Fees that would have been payable to Reloy in the absence of such breach. The Vendor acknowledges that such amount is a reasonable and genuine pre-estimate of the damage that Reloy may suffer due to a failure by the Vendor to comply with Clause 6.1.

7.1. Each Party represents and warrants, severally and not jointly, to the other Party hereto that:

• (a) such Party is duly organised, validly existing and has good standing under applicable law and the laws of its organisation and that such Party has the full power and authority, to enter into, execute and deliver this Agreement and to perform the transactions contemplated hereby;

• (b) the execution, delivery and performance by such Party of this Agreement is duly authorised by all necessary corporate of such Party; and

• (c) this Agreement constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.

8.1. The Parties (each individually, an “Indemnifying Party”) hereby agree, severally and not jointly, to indemnify and hold harmless the other Party, its affiliates, and their respective directors (each individually, an “Indemnified Party” and, collectively, the “Indemnified Parties”) from and against any and all losses, to which any Indemnified Party may become subject, insofar as such losses arise directly or indirectly out any breach of the terms of the Agreement or fraud, misconduct and/or negligence on part of an Indemnifying Party.

9.1. General Obligation

• (a) Each Party undertakes that it shall not reveal, and shall ensure that its directors, officers, managers, partners, members, employees, legal, financial and professional advisors and bankers (collectively, “Representatives”) do not reveal, to any third party, any Confidential Information (as defined hereinafter) without the prior written consent of the concerned Party, regardless of whether this Agreement is terminated or not.

• (b) The term “Confidential Information” as used in this Agreement means: (a) any information concerning the Parties, business, intellectual properties, technology, trade secrets, know-how, finance, transactions or affairs of Reloy, any subsidiary or any other shareholder or any of their respective affiliates, partners, directors, officers or employees (whether conveyed in written, oral or in any other form and whether such information is furnished before, on or after the date hereof); and (b) any information or materials prepared by a Party or its Representatives that contains or otherwise reflects, or is generated from, Confidential Information.

9.2. Exceptions

• The provisions of Clause 9.1 (General Obligations) shall not apply to:

• (a) disclosure of Confidential Information that is or becomes generally available to the public other than as a result of disclosure by or at the direction of a Party or any of its Representatives in violation of this Agreement;

• (b) disclosure by a Party to its Representatives and affiliates (and their partners, officers and directors) in accordance with this Agreement provided such Representatives and Affiliates are bound by similar confidentiality obligations;

• (c) obligations of disclosure to the extent required under law or generally accepted accounting standards applicable to any Party, or any judicial or regulatory process, after giving prior notice to the disclosing Parties to the extent practicable under the circumstances and subject to any practicable arrangements to protect confidentiality, or in connection with any proceeding arising out of or relating to this Agreement; and

• (d) with respect to Reloy, any such disclosures to its investors, advisors, consultant’s professional advisors (lawyers, accountants etc.), fund managers, any investment vehicles controlled by it, and/ or potential acquirers, provided such persons are bound by similar confidentiality obligations.

10.1. Non-Compete

• Reloy hereby undertakes and covenants not to, either directly or indirectly (through one or more persons), by themselves or in collaboration with any other person, engage in any business which competes with or is similar to the whole or any part of the Vendor Business. The Vendor hereby undertakes and covenants not to, either directly or indirectly (through one or more persons), by themselves or in collaboration with any other person, engage in any business which competes with or is similar to the whole or any part of the Reloy Business. Notwithstanding anything contained in this Clause 10.1, Reloy shall be permitted to onboard a direct competitor of the Vendor for its Reloy Business.

10.2. Non-Solicitation

• (a) The Parties hereby undertake that they and their respective affiliates shall not, either directly or indirectly (through one or more persons), by themselves or in collaboration with any other person:

  • (i) partner with or enter into any activity with or hire or attempt to hire for any purpose whatsoever (whether as an employee, consultant, advisor, independent contractor, partner or otherwise) any employee of the of the other Party or any person who was an employee of the of the other Party at any time during the last 24 (twenty-four) months of his/ her employment without the prior written consent of the other Party;

  • (ii) disclose to any third party, the names, backgrounds or qualifications of any employees of the concerned Party or otherwise identify them as potential candidates for employment;

  • (iii) personally, or through any other person, approach, recruit or otherwise solicit employees of the other Party to work for any other employer; and/or

  • (iv) persuade any person which is a client/ customer/ business associate of the other Party, to cease doing business or to reduce the amount of business which any such client/ customer/ business associate has customarily done or might propose doing with the other Party or canvas or solicit any business or custom similar to the Reloy Business or Vendor Business, as may be applicable.

10.3. The restrictions set out in Clauses 10.1 and 10.2 above shall apply for a period of 1 (one) year from the termination of this Agreement.

In the event of breach of any terms or conditions or any representation, warranty or obligation provided or stipulated herein by either Party, such breach shall be cured or remedied by the defaulting Party within a period of 15 (fifteen) days (“Cure Period”) from the date of receipt of notice regarding such breach sent by the non-defaulting Party, failing which such breach shall be considered to be an “Event of Default”.

12.1. This Agreement may be terminated by either Party, without cause, by giving the other Party 3 (three) months’ written notice.

12.2. Each Party may forthwith terminate this Agreement upon the occurrence of any of the following events, by giving a notice in writing to the other Party (“Defaulting Party”):

• (a) misrepresentation in respect of any of the representations, warranties or covenants provided by the Defaulting Party; and

• (b) upon occurrence of an Event of Default.

12.3. Upon termination, Reloy shall de-register the Vendor from the Platform and the Vendor shall cease to use the same for the purposes of its business.

Any notice given by a Party hereto to the other Party under this Agreement shall be in writing, shall be sent by internationally recognised courier service and/or email and shall be directed at the address and contact details and to the attention of the respective persons specified hereafter, or such other details as may be informed by any Party to the other Party, in writing, at least 7 (seven) days before the concerned notice is dispatched. Any such notices shall be deemed delivered: (a) in the case of courier at the time of first service as evidenced by the delivery receipt; or (b) in the case of email, at the time of transmission.

If to Reloy
Nakuleshwar Bhattacharjee Lane,
Near Kalighat Tram Depot,
Kolkata – 700026,
West Bengal, India.
Attention: Akhil Saraf
Telephone: 7980912414
Email: compliance@reloy.co

If to Vendor
As per the details set out in the Vendor Registration Form

14.1. This Agreement shall be governed by and construed in accordance with the laws of India.

14.2. Subject to Clause 15 (Dispute Resolution) hereof, all disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the courts in Mumbai.

15.1. Arbitration

• In the case of any dispute or differences or claim arising out of or in connection with or relating to this Agreement or in the interpretation of any provisions of this Agreement, or the breach, termination or invalidity hereof (the “Dispute”), the Parties shall attempt to first resolve such Dispute through discussions for a period of 15 (fifteen) days after one Party has served a written notice on the other Party requesting the commencement of discussions. If the Dispute is not resolved through such discussions within the aforementioned time period, the Dispute may be referred to arbitration by either Party, to be finally settled by arbitration, in accordance with the Arbitration Rules of the Mumbai Centre for International Arbitration, which rules are deemed to be incorporated by reference in this Clause.

15.2. Venue and Procedure

• The seat and venue of arbitration shall be Mumbai and the language of arbitration shall be English. The arbitrator's award shall be substantiated in writing. The arbitrators shall also decide on the costs of the arbitration procedure. The Parties shall submit to the arbitrator's award and the same shall be enforceable in any competent court of law.

16.1. Announcements

• None of the Parties shall make or permit any person connected with it to make any announcement to the media or to the general public, concerning this Agreement or any ancillary matter relating to the arrangements between the Parties, except with the prior written approval of Reloy.

16.2. Waiver

• No failure or delay by Reloy in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof, or the exercise of any other right, power or remedy. Without limiting the foregoing, no waiver by either Party of any breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of that or any other provision of this Agreement.

16.3. Relation between the Parties

• This Agreement shall not be construed to constitute a partnership or joint venture between the Vendor and Reloy. Neither Party shall have any right to obligate or bind the other Party in any manner.