Sub:  Appointment Letter – Real Estate Agent.

a. We hereby appoint you vide this letter of appointment (“Appointment Letter”) as our Real Estate Agent as per details provided in Annexure A, to assist us to procure bookings/selling of residential apartments/villas/plots/commercial units/shops and any other property developed by Definer Group (hereinafter referred to as the “Company”) including its affiliates, including subsidiaries, JV etc. from time to time and promoted by us (hereinafter referred to as “Properties”) and any other allied activities in accordance with the terms and conditions contained in this Appointment Letter.

b. You have submitted to us the authenticated copy of the RERA registration certificate and certificate of incorporation, copies of which are enclosed hereto as Annexure B and Annexure C respectively.

c. This appointment is effective for such period as mentioned in Annexure A.

d. In consideration of the services provided by you, we shall pay Fees as mentioned in Annexure A, excluding all taxes, levies, charges (including TDS).

e. The appointment herein is on a non-exclusive basis and we reserve the right to appoint other real estate agents on the same or different terms and conditions, at our sole discretion to procure booking and sale, by ourselves or through other parties. The Company reserves its right to modify the terms and conditions and the same shall be binding on you. Detailed terms and conditions are enclosed herewith.

Please return a duplicate copy of this Appointment Letter duly signed as your token of your acceptance of the terms and conditions of this Appointment Letter.

For Definer Properties Pvt Ltd

1. SCOPE:

A. General

(i) You shall not act or hold out as our sole selling agent, but shall only actively procure and solicit business in our name, as our real estate agent and the business so solicited or procured by you shall be subject to ratification and approval by us.

(ii) You shall arrange meetings, conferences, exhibition, audiovisual presentations, road shows etc. on individual/ group basis on your own or shared cost but with the prior written approval from us. You shall facilitate transaction closure with prospective applicant/s.

(iii) All approval / authorization / clearance which needs to be obtained by you from the Company, under the terms and conditions hereof, shall be obtained from our authorized representative/s in writing, prior to acting upon such authorization.

(iv) You shall be responsible for maintaining the highest standards of confidentiality with regard to the Company policies, pricing, price fluctuations, offers and scheme, customer database, customer information and documents etc.

B. Execution of documents

(v) You shall ensure the following at the time of submission of the Application Form by the prospective applicant/s:

i. The terms of the Application Form are strictly complied with

ii. The Application Form is duly completed and signed by all Applicants

iii. Such Application Form shall be accompanied with the photocopy of Passport/PIO Card/OCI Card, PAN Card, self-attested photographs, identity and address proof of the prospective applicant/s and other details as more particularly stated in the application form.

iv. You shall verify the signatures on each page of the Application Form by the prospective applicant/s.

v. You shall affix your seal/signature (as applicable) on all the Application Form/s that are booked through you and also mention your RERA Registration number on the same.

vi. Please note that incomplete Application Form shall not be accepted.

(vi) Assist in the execution and registration of necessary documents, agreements and necessary paper works etc. between the prospective purchaser/s and the Company.

C. Price and payment

(vii) You shall procure booking for us at such price and on such terms and conditions as may be stipulated by us from time to time in writing.

(viii) You shall not entertain any requests for discounts, price reduction, interest waivers or default condonation under

any other circumstances. You shall not offer any discounts in writing or through advertisement at any point of time, without the Company’s prior written consent. We however, reserve the right to revise the price or withdraw or close the schemes and may intimate you in this regard.

(ix) You shall ensure that the provisions of the Foreign Exchange Management Act 1999, as amended from time to time, insofar as the mode of payment and acquisition of immovable property by Non-Resident Indians and Foreign nationals of Indian Origin are concerned are complied with by the prospective purchaser/s. You shall further ensure that bookings for the sale of property 

(x) are only made to the persons eligible to purchase property in India as per RBI / FEMA regulations in that regard. All credentials of such prospective purchasers who are a foreign national/NRI/PIO shall be informed to Company well in advance in writing by Channel Partner.

(xi) You are not entitled to receive the payments in your name, whether in cash or by Cheque from the prospective purchasers. All payments will be received in the name as directed by us through electronic transfer/At Par cheques (NRE/NRO Accounts) only and receipts will be issued by us directly to the Purchaser.

(xii) You shall co-ordinate and facilitate timely disbursement of complete payments from prospective purchaser/s to the Company within the stipulated time period.

D. Compliance

(xiii) You shall not mis-represent, incorrectly commit, exaggerate or oversell the Properties of the Company, including the completion status, possession dated and construction milestones, amenities, facilities, open spaces, future development, non-residential developments in the same project and/or in the vicinity etc.  

(xiv) You shall strictly comply with the terms and conditions as mentioned in this letter. In case of any breach or violation or any complaint against your misconduct/misrepresentation, without prejudice to our rights and remedies, we shall have the right to terminate this arrangement forthwith and the Company shall be entitled to take any other action as it may deem fit and proper, including stop payment of your Fees (as per details below).

(xv) You disclose and confirm that there are no legal/ disciplinary proceedings instituted and pending against you before any court/authority which may have an adverse impact on your ability to perform and fulfill its obligations under this Agreement.

(xvi) You shall not share/part any payment directly or indirectly, which is part of your Fees or otherwise with the prospective purchaser/s and/or the employees of the Company, breach of which shall result in termination of this Appointment Letter and such action as the Company may deem fit.    

(xvii) In case of any complaint against your misconduct/misrepresentation, then without prejudice to our rights and remedies, we shall have the right to terminate this appointment and take necessary action against you as deemed fit by us.

(xviii) You shall get yourself registered as a “Real Estate Agent” under RERA in all states, wherein the Properties are situated and you intend to advertise and market the same.  

(xix) It is clarified that the Company may conduct a background verification through third parties or through Company employees to verify and confirm the information provided by you. In the event it is brought to the notice of the Company that any information is false, misleading, incomplete or incorrect, without prejudice to the rights and remedies, the Company shall be entitled to cancel the registrations/appointment and all the amounts due shall stand forfeited.

(xx) The following are some of the illustrative instances (not limited to these instances only) where a claim of Fees shall not be entertained: -

i. Your registration with the Company is not active.

ii. You do not have RERA registration number in the state in which the prospective applicant/s has made the booking.  

iii. Your RERA registration number or GST registration number is invalid or expired.

iv. The Real Estate Agent himself/herself is the applicant or co-applicant of the sold unit.

v. The prospective applicant/s is a relative of the Real Estate Agent.

vi. The unit is sold to secondary Purchaser/Owners or their relative or in case of a Partnership/Company transaction sale to Partner/Director of their relatives

vii. The Customer has availed of a loyalty program.

viii. If the Customer does not confirm or does not recognize that the booking is done through the real estate agent.  

ix. In case of any breach or violation or any complaint against your misconduct/misrepresentation (if any).

vii. In case of existing Customer, upgrading/transaction to the same or any other Project as developed and/r marketed by the Company.

viii. If the concerned CP is not raising invoice/s for eligible claim/s on or before 90 working days from the date of booking/agreement, he/she will not be entitled to claim the brokerage for respective booking.

2. RIGHTS OF THE COMPANY

(i) We shall have the sole discretion to accept the booking subject to availability and demand for the project. You shall not claim or raise any dispute, whatsoever with respect to the acceptance of a booking by the Company.

(ii) The Company shall provide you with all marketing materials and necessary documents relating to the Properties including, flyers, brochures, posters, audio, videos, etc. as may be decided by the Company from time to time for purpose of showcasing the Properties to prospective purchaser/s. 

(iii) The Company shall also provide you with necessary assistance and support, whenever it deems fit, in the areas of detailed query resolution and site visits to the projects.

(iv) The Company will provide updates about the flat availability, delivery status as and when requested by you.

(v) Any approval/ authorization/clearance to be obtained by you from us under the terms and conditions hereof shall be obtained in writing from our authorized representative/s.

3. MARKETING/ ADVERTISEMENT: 

(i) In the event if you desire to publish any advertisement or issue any pamphlet or literature on your website and/or any social networking site/blog/print media or any other media regarding the sale of the Properties of the Company, you shall obtain our prior written approval on the content. Any cost that is decided to be shared, shall be mutually agreed in writing by the Parties.

(ii) You should advertise, market and sell such Properties which are RERA registered or wherein OC has been received, as per the mandate provided by the Company. Advertising and marketing of any property of the Company which is not mandated by the Company and/or registered under RERA is in violation of the terms of this Appointment Letter and provisions of the Real Estate (Regulation and Development) Act 2016 and Rules thereunder. In such a case, you shall be individually liable and responsible for such penalty arising from the same, without any recourse to the Company and its officials.

(iii) You shall quote your RERA registration number in all marketing material that is advertised, published, circulated by you on behalf of the Company.

(iv) You shall not design and develop advertising themes, which are against public policy and are not in consonance with the law/statutory instructions in force, including the Advertising Code of Conduct and rules of the Association.

4. INtellectual Property Rights

(i) You acknowledge that with reference to ‘DEFINER PROPERTIES PVT LTD & ALL ITS RESPECTIVE ENTITIES & PROJECTS’, along with ‘symbols or trade-descriptions such as, ‘DEFINER PROPERTIES PVT LTD’’, we are the absolute owners of such copyrights, trademarks, trade-names, Logos, and trade-descriptions. and the same are used on or in relation to the products and services or in our catalogues or our technical literature or elsewhere, including but not limited to trade marks and names

(ii) The Company shall retain all right, title and interest in its copyrights, trademarks, trade-names, Logos, trade-descriptions, proprietary and/or licensed software, service marks and trade secrets ("Intellectual Property Rights"). No right or interest, whatsoever is granted to you under this Agreement for the use of Company’s Intellectual Property Rights. 

(iii) The said of copyrights, trademarks, trade-names, Logos, and trade-descriptions, names and descriptions owned or claimed by us shall not be allowed to form part of your own trademarks, names, descriptions or designations and websites / URLs and E-mail addresses. The detailed guidelines for usage of Intellectual Property Rights are annexed hereto as Annexure D.

(iv) You shall not use license, sell, publish, disclose, display or otherwise make available the Intellectual Property Products in any manner whatsoever of the Company without the prior consent of the Company or as provided hereunder.

(v) You shall furnish to us, all such promotional materials and advertisements prior to circulation or publication and prior written approval shall be obtained from the Company.

(vi) You agree that all copyrights in or in relation to all manuals, technical drawings and specifications, and all updates, modifications or translations thereof which are developed by you in consultation with the Company (hereinafter referred to as “Proprietary Products”) are the sole and exclusive property of the Company.

(vii) The provisions hereinabove shall survive the termination of the appointment.

5. FEES:

(i) In consideration of the services provided by you, we shall pay Fees as mentioned in Annexure A, excluding all taxes, levies, charges (including TDS). The copy of the Permanent Account Number Card and GST Registration certificate are annexed hereto as Annexure E and Annexure F respectively.

(ii) Fees is payable only on the amount mentioned as Basic Sales Price includes Preferential Location Charges & Floor Rise and not payable on the value of other heads like Club House, maintenance charges, deposits and other charges, stamp duties, registration fees, society outgoings, property taxes, etc.

(iii) Fees will be paid to you upon receipt of 20% monies by the purchaser by the Company and registration of the Agreement for Sale with the purchaser, subject to fulfillment of the terms and conditions herein by you. All payments regarding the Fees shall be released within 30 (Thirty) working days from receipt of the correct and complete invoice.

(iv) In case of cancellations of prospective purchaser/s introduced by you, before payment of the booking amount by the prospective applicant/s or registration of the Agreement for Sale (whichever is later), no amount towards the Fees shall be payable to you in such cases. In case of payment of Fees already made to you for any reason whatsoever in such a case, the same shall be appropriated against the next payment of Fees.

(v) You shall raise a bill / invoice for the applicable amount of the Fees after the period specified in (iii) above. The invoice should clearly indicate the GST. Payment shall not be made to any alternate payee or mismatch between organization name and cheque favoring/beneficiary name on invoice which was provided at the time of registration with the company.

(vi) Notwithstanding the provisions herein, all Fees shall be paid subject to a valid and subsisting RERA Registration Certificate of the Real Estate Agent applicable for such project of the Company and terms of the Appointment Letter.  

(vii) In event of any new and/or other scheme which may be offered by the Company, the details of the same shall be communicated to you separately in writing with respect each project from time to time. Payment of Fees in such schemes may vary depending on the terms and conditions of such schemes.

(viii) The Company shall be entitled to set off/deduct/adjust any amount due to the Company from any amounts payable to you.

(ix) All payments shall be made in Indian currency after deduction of applicable taxes.

(x) You shall bear all expenses on account of travelling, conveyance, communication, food, office expenses, manpower costs etc. which is required by you and your staff as the case may be and which are incidental in rendering your services under this Appointment Letter. These charges and expenses are not part of the computation of Fees as mentioned above.  

6. CODE OF CONDUCT:

(i) The Company being a Real Estate Developer and has its own code of conduct and you shall be adhering to the same as requested by Definer Group.  All communication received in this regard shall be treated as confidential.

(ii) You shall strictly comply with the terms and conditions of this policy. Any breach or violation thereof shall entitle the Company to cancel this Agreement forthwith but without prejudice to their rights to take any other action that it may deem fit and proper in the matter.

(iii) Any sale by you which is not in accordance with the Company’s code of conduct will result in disqualification. For further details, please refer to the website at https://www.definer.in/

7. CONFIDENTIALITY:

You shall not, either during the currency of this appointment or at any time thereafter, make use of or directly or indirectly disclose to any person or persons any data, technical details, information or designs relating to our properties, etc. without obtaining written permissions from us. You hereby undertake to treat all such technical information, details, designs and the like as secret and confidential.

8. ASSIGNMENT:

(i) Your staff, employees who perform through you under this Appointment Letter shall be bound by the terms and conditions of this Appointment Letter. Similarly, you are also responsible and accountable for the adherence of the terms and conditions of this Letter by your staff and employees.

(ii) You shall not assign, or transfer its rights, benefits or interests under this Appointment Letter, without our prior written consent.

(iii) Notwithstanding anything contained in this Agreement, the Company shall be absolutely entitled to assign the right and benefits of this Agreement to any of its nominee/s, assignee/s, affiliates, subsidiaries and/or any other person as it may be deemed fit and necessary without any interference by you.

9. TERM AND TERMINATION:

(i) Notwithstanding the provisions herein, in the event your RERA Registration expires or is terminated for any reason whatsoever, this Appointment Letter shall stand terminated forthwith it and the Company shall not be liable to make payment of the Fees herein.

(ii) The Company may terminate this Appointment Letter by providing a written notice of 15 days to you without any reason whatsoever. Upon such termination no further liabilities or obligations shall accrue to us except for any Fee due from us and owing at the time prior of such termination, for services rendered under this Appointment Letter up-to the date of such termination, subject to a valid RERA Registration and terms herein.

(iii) In the event of you fail to perform your services and/or breach any of the terms of the Letter, the Company shall

give you 7 (seven) days’ notice in writing to rectify the said breach. In the event you fail to rectify the said breach, the Company shall be forced forthwith terminate this Agreement. Upon termination due to your default, the

Company shall further have the right to withhold such amounts payable by you against the loss resulting due to such breach.

(iv) Upon consecutive two instances of breach, the Company may exercise its right to terminate this Appointment Letter.  

(v) No waiver of a breach of any term or provisions of this Letter shall be effective or deemed to have been made unless such waiver is in writing and signed by the Company.

(vi)  The Company reserves its right to modify, withdraw or alter the terms and conditions of this Appointment Letter at its discretion and shall communicate the same to you.  

10. INDEMNITY

You hereby agree to indemnify and shall keep indemnified  the Company and their officers, directors, agents and employees against all costs, claims, liabilities and expenses (including the legal fees and other costs arising out any judicial or other proceedings) that may incurred or resulting from or connected with any claim brought against the Company or its Directors/Officers (whether alone or jointly with any other person) by any third party or any liability of any third party arising out of: (a) Your breach of representations, warranties & obligations under this Agreement; and/or (b) any non-compliance of applicable law by you.

11. GOVERNING LAWS AND ARBITRATION: 

(i) All disputes between the parties hereto shall be referred to the Arbitration in accordance with and subject to the provisions of the Indian Arbitration and Conciliation Act, 2015, or any statutory modification or re-enactment thereof for the time being in force.

(ii) The arbitration proceedings shall be conducted in English language. The arbitration proceedings shall be held in Bengaluru only.

(iii) The Appointment Letter shall be governed and interpreted according to the laws of India and the Courts at Bengaluru only shall have exclusive jurisdiction in respect of all matters whatsoever arising out of this Appointment Letter.