This Q Interior Designers Network Agreement (“Agreement”) has been made and entered into at Surat as on ______day of_________of the year _________ between:
1. NJ Realty Services Private Limited, a company registered under the Companies Act, 1956 bearing CIN: U70101GJ2009PTC056652 and PAN:AACCN9954D and having Registered Office address at Block No.901, 6th Floor, B Tower, Udhna Udyognagar Sangh Commercial Complex, Central Road No.10, Udhna, Surat – 394210, Gujarat; and includes its successors, executors, administrators, officers and permitted assigns (hereafter referred to as “NJ”) of the First Part.
2. The Applicant, as defined and identified in the Q Designers Enrollment Form (“QD EF”) as attached herewith and includes its successors, executors, administrators, officers, heirs and permitted assigns (hereafter referred to as “Design Partner”) of the Other Part.
NJ and Design Partner will be collectively referred to as “Parties” and severally as “Party”. WHEREAS:
(1) NJ has built an Interior Designer Network to provide products, tools and solutions to Interior Designers, Architects and other professionals involved in planning and/or sourcing of the interior designing requirements/Products of their clients for their residential flats, bungalows or commercial premises etc. mainly in furniture, furnishings and decor “Products”,. thereby meeting most of the interior designing requirements of their clients under one roof as per their design & specifications.
(2) The Applicant is into the business of interior designing for properties and has approached NJ for appointment as a Design Partner to avail the services offered by NJ under its Q Interior Design services division pursuant to the terms of this Agreement.
(I) “Design Partner” shall mean and include any person appointed and named in hereunder who shall avail the furniture solutions offered by NJ to facilitate the design and acquisition of furniture, furnishings and décor items for his/her clients.
(ii) “Client” or “Customer” shall mean and include persons making purchase of various products offered by NJ through the Design Partner.
(iii) “Q Portal” shall mean all the websites /links /pages offered by NJ through which access is provided to web pages, online desks, user accounts, utilities to make transactions of purchase of Products, raising queries etc. NJ Portal includes all online user desks, mobile applications and mobile desks, including versions thereof.
(iv) “Design Partner Desk (DPD)” shall mean the areas within the Design Partner Desk or any part of Q Portal, to which the NJ Design Partner gets access by virtue of a unique log-in identity and password. The DPD contains information related to business, Client information, MIS, tools and other related information specific to the Design Partner relevant to the arrangement under this Agreement.
(v) “Product(s)” shall mean the various kinds of units of furnitures like Sofa, Chairs, Beds including mattresses, bed sheets, pillows, and duvet covers, Cabinets, Wardrobe, Kitchen including accessories, Storage, Dining Table sets, showcases, TV units, curtains, wallpaper, light fixtures and fittings, building automation parts and other traditional and modern furniture units made by wood, plywood, particle boards, Medium density and high density fibre boards, steel, metal or otherwise, offered by NJ to the clients through Q Portal.
(vi) “Service(s)” shall mean support and related services to promote the business of the Design Partner hereunder this arrangement as offered by NJ from time to time.
(vii) “Vendor(s)” means and includes the persons/entity identified and tied up by NJ for the purpose of making, sourcing, polishing, processing the Products as per the requirements stated in orders placed by client.
(viii) "Intellectual Property" or “IP” means and includes ideas, concepts, creations, discoveries, inventions, improvements, know how, trade or business secrets; trade marks, service marks, designs, copyrights, utility models, tools, devices, models, methods, procedures, processes, systems, principles, algorithms, works of authorship, flowcharts, drawings, books, papers, models, sketches, formulas, teaching techniques, electronic codes, proprietary techniques, research and development projects and data, and other confidential and proprietary information, computer programming code, databases, data, documents, instruction manuals, records, memoranda, notes, user guides; in either printed or machine-readable form or in any other form / format, whether or not copyrightable or patentable or protectable under any other intellectual property law, or any written or verbal instructions or comments.
2. General Interpretation:
a) In this Agreement, the headings are used for convenience and ease of reference and are not to be construed in the construction or interpretation of any provision of the Agreement.
b) In this Agreement, unless the context specifies otherwise, reference to the singular includes a reference to the plural and vice versa, and reference to any gender includes a reference to all other gender.
c) In this Agreement, unless the context specifies otherwise, references to the Recitals, Clauses, Annexure, Appendix and Schedules shall be deemed to be a reference to the recitals, clauses, Annexure, appendix and schedules of this Agreement.
d) If there are any contrary provisions in this Agreement and the Schedules, the provisions of this Agreement shall prevail over the Schedule.
e) If there are any contrary provisions in this Agreement and any subsequent Addendum, the provisions of the Addendum shall prevail over this Agreement.
f) Any word or meaning not defined in this Agreement shall have the same meaning as the definitions under this Agreement.
g) The word "includes" shall be construed as "without limitation". h) Any amendment and/or revision of this Agreement /T&C may be effected through the online /digital acceptance of the Design Partner and shall constitute a legally valid, enforceable and binding acceptance by the Design Partner.
3. General Terms and Conditions:
(a) The Design Partner shall offer its Clients various Product options available on Q Portal and shall finalise the order of the Product with the Client and shall keep the Client fully informed about the price, quality, specifications, materials, utility of the Product and other terms of the order.
(b) The Design Partner agrees and acknowledges that the order shall be placed by NJ to its Vendors only on realisation of an advance towards the price of Products as agreed by Client and subject to adherence of any other terms.
(c) The Design Partner understands that the order placed by the Client through the Design Partner shall not be changed, amended or canceled in any case whatsoever. In case of cancellation, all the amount paid as advance towards the agreed consideration shall be forfeited and NO REFUND in any case shall be made to Client.
(d) The Design Partner shall use his skills, expertise and best efforts to design the proper furniture lay out and ascertain the exact requirement of the Products for the Client. The Design Partner shall take into the consideration the choice, suitability, accuracy, adequacy with respect to the requirements of Client.
(e) The Design Partner agrees that the payment of agreed price for ordered products shall be made in favour of NJ Realty Services Private Limited. In no case the Design Partner shall receive any part or full payment for the ordered Products in his account or any other account other than NJ Realty Services Private Limited or as mentioned in the order terms and conditions.
(f) The Design Partner shall take due care and caution to ensure that the Client has understood the features and specifications of the Products ordered on the Q Portal and NJ shall not be responsible in case the Client disagrees to accept part or full of the Product on delivery of the same. The Design Partner shall convince the Client if the Client has any queries / clarifications on any of the Product (s) selection / ordered on the Q Portal. Once the Products are delivered as per the order , NJ shall not be responsible to take back Product(s) and refund any amount back to the Client if the Client refuses to accept the Product(s).
(g) NJ does not provide specific / customised design and consulting and or execution services w.r.t electrical, plumbing, POP, painting, doors etc. (“Specialised services”). NJ may on request of the Design Partner, refer appropriate agencies providing such services. However, the Client / Design Partner shall be responsible to negotiate the commercial and other terms directly with the respective contractors as also schedule and supervise the performance of such agencies. NJ does not assume any responsibility for such Specialised Services and shall not be held liable in any way to the Design Partner or Client, which the Design Partner specifically acknowledges hereunder.
(h) NJ shall at all the times adhere to the agreed warranty terms and conditions and provide assistance to the Client related to such warranty.
(i) The Design Partner agrees not to engage his/her own installation team to install the Product at the Client's premises for which NJ shall not be held liable for any damages to the site during the installation process.
(j) The Design Partner shall take adequate care in respect of the site measurement like sides, corners, dimensions etc. for the purpose of Installation of the Product at the Client's premises. In case of any discrepancies, NJ shall not be held liable for the cost of rework or loss of materials. NJ acknowledges that it shall all the times maintain the information of the Design Partners Clients confidential and not share with any third party except required under the terms of this Agreement. (k) The Design Partner shall not indulge in the misrepresentation and misleading practices and shall not misguide the Client with regards to the material, quality, features, utility, standards of the Product before placing order. NJ shall not be held liable to the Client in this regards.
(l) The Design Partner shall ensure that the Client shall take the delivery of the Products ordered as per the schedule communicated on processing of the order on the Q Portal. In the event of non- acceptance or non-collection of such Products at the client premises on account of shortage of space , any other ongoing work or any other reason whatsoever the Client shall be liable to pay “Holding Charge” for the same.
(m) In case of delay in receipt of the payment the Client shall be charged an interest of 2% per month for the delay of the same. The Design Partner shall ensure that Client adheres the payment schedule.
(n) A detailed Term Sheet related to the Product Specification, Delivery schedule and installation shall be provided along with the Order Confirmation and the Design Partner and the Client shall take cognisance of the same and shall perform their duties based on the term sheet for the smooth transition of the Order. The Term Sheet shall also specifically mention about the damages to be borne by either parties in the event of any non performance of obligations as mentioned in the sheet. In case there is no mention about the damages in the Term Sheet the general terms under this Agreement shall become applicable.
(o) Once the Products are delivered at the site, NJ shall not be responsible for damages to the Products due to any ongoing civil and Specialised Services at the Client Site. The Design Partner / Client shall ensure that the material is handled appropriately at the Client Site.
(p) The Design Partner agrees to pay one-time, non-refundable and non-transferable enrollment fees of INR 2,999/- (Indian Rupees Two Thousand Nine Hundred Ninty Nine only) through Account Payee Cheque or NEFT/RTGS in favour of “NJ Realty Services Private Limited” at the time of submission of this enrollment application. The enrollment fees shall not be acceptable in cash in any case whatsoever.
4. The relationship between the Design Partner and NJ shall be on a 'principal-to-principal' basis. The Design Partner is not an agent or employee or representative of NJ and shall have no rights whatsoever to represent or bind or act on behalf of NJ so as to bind or make party or engage NJ into any contract, agreement, legal relationship, any form of liability, etc. with any person, either directly or indirectly in any manner whatsoever. This includes, but is not limited to, actions taken in performance of any activity, duty or service related directly or indirectly to the distribution of any Product or receipt of or provision of any Service rendered to any Client as a Design Partner.
5. NJ grants the Design Partner a non-transferable, revocable and non-exclusive license to use Q Portal and other online facilities for bonafide purposes of this Agreement only.
6. The Design Partner is prohibited from making any use of any name, reference, trademark, logo, copyright of any NJ Group entity, business, Product, Service, brand, company, customer, associate or any Employee, either explicitly or implicitly, directly or indirectly in any mode, format, medium or manner, for any purpose whatsoever, unless specifically approved in writing by NJ.
7. The Design Partner has a right to access & use Q Portal and other websites, as provided and revised by NJ from time to time. The Design Partner shall be solely responsible for the protection & privacy of the user id & password of Q Portal and any such online facilities offered by NJ.
8. The Design Partner shall have no right to inspect and/or have any access to the books, records, documents, facilities, systems, infrastructure, processes, work manners, data, methodologies, etc. of NJ and/or of any branch offices.
9. The Design Partner shall not make any commitments or statements of assurance, guarantee in any manner whatsoever, to any Client without any written communication /consent from an authorised person of NJ. In case of any eventuality, the Design Partner alone shall be solely held responsible for any consequences arising from any such commitment or statement.
10. NJ retains the sole right and discretion to change, amend or modify the terms of this Agreement and/or Terms & Conditions of any of the Products offered by NJ without prior notice.
11. The Design Partner shall not directly deal with any agencies engaged by NJ, especially with respect to the Products designed and available on NJ Portal.
12. Referral Fees:
(a) The Design Partner by the virtue of this Agreement is eligible to earn fees (“Referral Fees”) at an agreed rate computed on the business mobilized in Products offered by NJ. NJ shall communicate such rates separately from time to time.
(b) All the payments made to the Design Partner under this Agreement shall be inclusive of all taxes, cess, charges, etc. and subject to TDS at the prevailing rates for the time being in force.
(c) The Referral Fees shall accrue and become payable to the Design Partner only and only based on receipt of the money from the Client.
(d) The Referral Fees payable hereunder shall be subject to deduction for any outstanding dues, charges, fees, expenses, etc. from the Design Partner.
(e) NJ shall be liable to pay Referral Fees to the Design Partner earned in the month on or before 10 days of next month provided valid invoice is received by NJ by the last day of the month.
(f) In case of cancellation of an order by a Client after paying part of the consideration, then the entire amount shall stand forfeited and NJ shall not be liable to refund such amount to the Client. Further, NJ shall, to make good the loss incurred on such a canceled order, raise a debit note on the Design Partner for the fee paid to them on the order. The Design Partner shall refund the gross amount (incl the TDS deducted thereon) within 15 days from the date of the Debit Note.
13. Design Partner's Representation and Warranties:
(a) The Design Partner is competent to enter into a legally binding contract and this Agreement under applicable laws and that it is not incompetent to contract within the meaning of the Indian Contract Act, 1872 as amended from time to time.
(b) The Design Partner represents that i. It is duly organized and validly existing under the laws of India and has full authorization to become and act as a Design Partner with NJ. ii. There are no circumstances, which would entitle any person to declare the Design Partner as insolvent or subject to winding up or have a receiver appointed over the whole or any part of its assets. iii. This Agreement has been duly and validly executed and delivered and constitutes a legal, valid and binding obligation enforceable in accordance with its' terms.
(c) The Design Partner shall not misrepresent its independent relationship with NJ in any way and shall not use NJ’s name or any logo or Intellectual Property without prior written permission of NJ.
14. Indemnification: The Design Partner hereby undertakes, covenants and agrees with NJ, that it will at all times defend and indemnify NJ, its directors, affiliates, officers, employees thereof and their respective successors and assigns, heirs, executors and administrators and each of their estates and effects, from and against:
a) All actions, causes, suits, proceedings, accounts, claims and demands, including claims and demands in respect of any prospective or retrospective liability, or any loss, financial or otherwise, whatsoever or arising from any action, error, mistake, loss of document or information, misrepresentation or other documents in any way, etc. whatsoever and/or resulting in the same, undertaking any, and against all damages, 5 Design Partner x AGREEMENT costs, charges, expenses, sums of money incurred in respect thereof or otherwise in relation to the aforesaid reasons.
b) Any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs, and expenses arising directly or indirectly from or in connection with Design Partner’s acts or omissions with respect to this Agreement.
15. Term, Suspension & Termination:
(a) The appointment of the Design Partner shall be effective from the date of appointment as communicated by NJ and shall remain effective unless terminated by either Party in accordance with the terms of this Agreement.
(b) Each Party hereto is free to terminate this Agreement by serving one month advance written notice to the other Party without assigning any reason.
(c) NJ reserves the right to terminate this Agreement if the Design Partner commits a breach of any of its' obligations here-in-under and does not remedy such breach within 30 (thirty) days of receipt of written notice from NJ requiring such remedy.
(d) Unauthorized/unfair usage of the Intellectual Property, NJ brand name, logo, Portals, etc for any purpose.
(e) Design Partner is believed to be providing misleading information or not acting in the interest of the Client or entering into any unethical trade practice.
(f) In case of termination of Agreement, all other Services shall also be terminated. Design Partner shall not be entitled for any compensation on account of termination here-in-under.
(g) On the death of the individual Design Partner, the Agreement shall stand terminated with effect from date of death.
16. Dispute Resolution:
1. Any claim, controversy, difference or dispute between the Design Partner and NJ shall be attempted to be resolved through mutual negotiations within a reasonable period from the date of such dispute being subject to negotiations upon mutual agreement.
2. If the dispute is not resolved by negotiation within the reasonable period, such dispute shall be referred to and finally resolved by arbitration at Surat only in accordance with the Indian Arbitration and Conciliation Act, 1996, for the time being in force, which rules are deemed to be incorporated by reference into this clause. A sole arbitrator, appointed by the NJ, shall conduct the arbitration.
3. The language of the arbitration shall be English. The Parties hereto undertake to keep the arbitration proceedings and all information, pleadings, documents, evidence and all matters relating thereto confidential.
4. Notwithstanding the above, NJ or the Design Partner shall be entitled to approach the court of appropriate jurisdiction for the grant of any interim or equitable relief.
17. Force Majeure: In the event an act of government, war, fire, flood, act of God, power shortages or blackouts, breakdown of telephone lines and services, unavailability of materials, failure of the Internet, or other causes beyond the reasonable control of a NJ, which prevents NJ from performing in accordance with the terms of this Agreement, such non-performance, shall be excused and shall not be considered a breach or default for so long as such conditions prevails.
18. The Agreement constitutes the complete and final understanding of the Design Partner and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement.
19. The clauses / terms relating to Indemnification, Intellectual Property and Confidentiality in this Agreement shall survive even after termination of this Agreement.
20. If any provision of this Agreement is held to be invalid, illegal, or unenforceable then such provision shall be enforced to the maximum extent permissible so as to effect the intent of this Agreement, all other provisions will nevertheless continue in full force and effect. IN WITNESS WHEREOF the Parties hereto have set their respective hands for execution as on day month and year herein above mentioned in the presence of attesting witnesses
21. By executing or accepting terms and conditions you are also subscribing facility for promotional emails and SMS from NJ Realty Services Private Limited.