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  Channel Partner  























WHEREAS

  1. The First Party is engaged in the business of developing residential and commercial real estate projects
  2. The Second Party has represented that he/she/it/they is/are in the business of marketing Real Estate Products and have experience in marketing, promoting and facilitating the sale of units/apartment/spaces in residential and commercial real estate projects, sales representations, follow ups, project information analysis, query resolution, site visit coordination, and has/have offered his/her/its/their services to market, promoter and facilitate the sale of residential and commercial properties developed by the First Party (hereinafter referred to as the "Products") and the First Party, based on such representations, is willing to engage and appoint the Second Party to provide the Business Services (as described in Clause 4 below) to the First Party on a principal-to- principal basis.
  3. Second Party has represented to the First Party that he/she/it/they have/ has the requisite skill, knowledge, adequate capital, competent personnel, experience, expertise, infrastructure and capability to market the Products and further that he/she/it/they have/ has the requisite trained and experienced persons to perform the functions in terms of this Agreement.
  4. Relying upon the representations made and warranties given by the Second Party, the First Party has agreed to engage and appoint the Second Party to provide Business Services to the First Party on a non-exclusive basis, subject to the terms and conditions of this Agreement.
  5. It has been made clear by the First Party to the Second Party that both the parties understand and accept that this Agreement does not imply the existence of any partnership between the Parties and nor shall it constitute any joint liability on account of action of the Second Party or in any other manner whatsoever. The relationship between the parties is Principal-to- Principal basis created by this agreement.

NOW THIS AGREEMENT WITNESSESTH AS FOLLOWS

  1. CONDITION PRECEDENT TO ENGAGEMENT
    The Second Party agrees and acknowledges that he/she/it/they is/are required to register as a real estate agent in the state of Karnataka, as required under the Real Estate (Regulation and Development) Act, 2016 and Real Estate Regulation and Development Rules framed thereunder by the state of Karnataka. The Second Party explicitly undertakes to register himself/herself/itself /themselves as a real estate agent as a condition precedent to confirmation of his/her/its/their appointment as Second Party under this Agreement and communicate his/her/its/their registration number to the First Party forthwith. The Second Party agrees and acknowledges that this Agreement shall not become valid and binding on the parties unless and until the Second Party has communicated the RERA registration number to the First Party.
  2. ENGAGEMENT & TERRITORY & ENTIRE AGREEMENT
    The First Party agrees to appoint and engage the Second Party and Second Party hereby accepts the engagement to provide Business Services on a nonexclusive, principal to principal basis, and the appointment shall be effective from, subject to the terms and conditions of this Agreement. Second Party agrees and acknowledges that such appointment to provide Business Services shall be restricted exclusively to the geographical territory of India, unless the First Party agrees, in writing, to expand its scope. The Agreement constitutes between the parties with respect to the subject matter and it supersedes and extinguishes all previous Agreements, promises, assurances, warranties, representations and understanding weather written or oral, if any between the First Party and the Second Party.
  3. TERM
    This Agreement is valid during the period of 1 (one) financial year from the day of execution of this agreement (the "Initial Term"). Upon expiry of the Initial Term, this Agreement shall renew automatically for a further period of 1 (one) financial year, and shall be deemed to have been renewed on the same terms as set out herein, unless otherwise terminated/amended/modified by either party during such initial term. Either of the party shall be entitled to terminate this Agreement without cause by giving the other party written notice of not less than 1 (one) month notice. Upon expiry of the notice period of 1 (one) month, this Agreement shall cease to be valid and both parties shall be discharged of their obligations, save and except such liabilities that pre-date the effective date of termination.
  4. BUSINESS ACTIVITY

    4.1 The Second Party shall be entitled to book/sell and to solicit customers for any of the Products specified by the First Party. Furthermore, the Second Party shall confirm with the Sales and Marketing head of the First Party for availability of Products before booking or committing to the prospective buyers. Notwithstanding the above, any booking or sale of the confirmed Products by the First Party during this period shall prevail over the booking/sale made by the Second Party. It is hereby clarified that the Second Party shall not have the right to sign any document with the customer binding the First Party and the Second Party shall only bring the customer to the First Party who alone shall have right to sign any binding agreement.

    4.2 The First Party shall disseminate information about the said Products, about unsold units including the area, the minimum price, the payment terms, the documentations and the status of the receipt of the bookings to the Second Party. The Second Party shall strictly adhere to the guidelines laid down by the First Party and shall not deviate from the same in any manner whatsoever.

    4.3 The Second Party shall not engage in any negotiation with any customer and in the event it is found or has reasons to believe that the First Party, through its own Sales Personnel and without the effort of the Second Party has ‘first approached’ or ‘engaged’ any Customer for the sale of any Product of the First Party, the Second Party shall not be entitled for brokerage for any booking/sale made in favour of such customer/s. The decision of the First Party shall be final and binding in this regard.

    4.4 That the First Party will not provide any marketing support to the Second Party, except supply of brochures. The Second Party shall bear all the incidental expenses including expense for site visits. All marketing Coordinates produced by the Second Party shall have been pre-approved by the First Party in writing.

    4.5 If more than one Party has committed a booking/ sale of the same Product to different Customers, the sale shall be confirmed by the First Party in favour of the Party who closes the sale by making prospective customer enter in to an Agreement of sale with the First Party, which is sole discretion of the First Party. No brokerage shall be payable to the Second Party if the booking is rejected. If a sale is confirmed by the Second Party without prior confirmation from the First Party of the availability of the Product, in the manner set out above, then the Second Party shall not be entitled for brokerage and the sale will not be completed.
  5. PRICING AND PAYMENT
    Any booking made by the Second Party shall be subject to currently valid "Pricing Schedule" issued by the First Party from time to time in respect of each of the Products and also subject to the standard terms and conditions and payment schedules as applicable to the said products, unless otherwise agreed by the First Party in writing duly signed only by its Sale and Marketing head. All amounts payable towards the sale consideration/ construction cost towards the Product shall be remitted in the name of the First Party through proper banking channels as per the rules, regulations, directions of the Reserve Bank of India (RBI) or other appropriate authorities from time to time and all sales made to NRI / PIO / Foreign National will be accepted by the First Party subject to the condition that such person is not disentitled to own property in India.
  6. MARKETING SERVICES CHARGES

    6.1 The First Party agrees to pay to the Second Party a commission (hereinafter referred to as "Marketing Services Charges”, i.e., 2% of the basic sale price of the product and car parking that will be payable after receiving the confirmation by the CRM department or any other relevant department during the validity of this Agreement, subject to completion of the transaction in the manner indicated therein. All payments are subject to deduction of all applicable taxes. For the purpose of Marketing Services Charges payable in respect of sale of the First Party’s Products, the expression, “Basic Sale Price” shall mean the Price at which the Super Built up Area of the Product is sold to the Customer and car parking, which shall become payable subject to fulfillment of all conditions set out herein duly confirmed by the Marketing Department of the First Party.

    6.2 The Second Party shall be entitled to raise a demand for the marketing services charges from the First Party upon the First Party receiving the amount that is due for the first disbursement of the sale consideration from the prospective customer as per the terms and payment schedule of the Agreement of Sale enter between First Party and the Prospective customer/purchaser. The Marketing Services Charges shall become payable within 45 days from the date of invoice o f the said consideration received by the First Party from the prospective customer/purchaser. The First Party will advise the Second Party about such payment Schedule.

    6.3 The Second Party shall bill the marketing services charges in the particular project name and will take the confirmation of the CRM department or any other relevant department of the said bill.

    6.4 The Second Party shall not claim any Marketing Services Charges out of the leads that may be diverted from any employee / marketing department of the First Party and shall be independent of any such referral / reference / recommendation by any employee of the First Party. In the event of the First Party, at a later date comes to know that the Marketing Services Charges that are claimed is against the sale referred by the First Party’s Sales personnel, then, in such an event, the Second Party shall immediately upon demand made by the First Party refund the Marketing Services Charge amounts received and the First Party shall also reserve the right to terminate this Agreement forthwith and without any further notice or reference to the Second Party.
  7. CANCELLATION OF BOOKINGS
    That in case of cancellation of the booking by the Purchaser for whatsoever reason, no Marketing Services Charges will be paid to the Second Party. If the cancellation is made after signing the agreement and making the payment, then the Marketing Services Charge, if already paid for that sale shall be immediately refunded by the Second Party upon a request made by the First Party or in the alternate the First Party will be entitled to recover the amount from the refund payable to the customer or adjusted against the future transactions within the prevalent financial year.
  8. MODE OF PAYMENT
    All payments shall be made in Indian Currency only and will be remitted by authorized banking channels subject to deduction of tax at source in compliance with the applicable laws that are in force.
  9. USE OF FIRST PARTY’s TRADE MARKS AND LOGOS
    The First Party from time to time shall authorize and permit the Second Party to use all or any of the First Party’s Trademarks, names, designs logos etc., (hereinafter referred to as ‘Intellectual Properties’) and for such permitted use the Second Party shall obtain a written approval from the First Party, and such use shall be solely and limited for the purpose of marketing the First Party’s products subject to the specifications provided by the First Party from time to time.

    The First Party may require the Second Party to remove or rectify any of the First Party’s Intellectual properties whether registered or otherwise if they are not in accordance with the First Party’s specifications. If the Second Party fails to remove or rectify such defective representations even after the First Party notifying the Second Party of the same the First Party reserves its right to terminate this Agreement forthwith and without notice, and in such event any further use of the First Party’s Intellectual Properties shall be construed as an infringement of the First Party’s Intellectual Property Rights and First Party reserves to take appropriate action against the Second Party in accordance with law.

    Any unauthorized registration and/or use of a domain name bearing a prefix, suffix or variations, similar or deceptively similar to any of the First Party’s Intellectual Properties registered or otherwise and/or proposed project/project names by the Second Party would tantamount to an infringement of the First Party’s Intellectual Properties and in such event the First Party reserves its right to take appropriate action against the Second Party in accordance with law. A Second Party seeking to register a domain name bearing an Intellectual Property of the First Party may seek prior authorization of the First Party and the First Party shall at its sole discretion permit such registration/use of domain names bearing an Intellectual Property/Project Name of the First Party. Second Party should not impersonate First Party on any of the promotional material including, website, listings online, offline.
  10. REPRESENTATIONS AND WARRANTIES

    10.1 The Second Party represents that he/she/it is competent to enter into contract and is in compliance with all the applicable laws.

    10.2 The Second Party represents that he/she/it shall at all times be compliant with the compliance requirements required of a real estate agent under the Real Estate (Regulation & Development) Act, 2016.

    10.3 The Second Party shall always display that all sales are subject to acceptance by First Party based on price and availability in their websites, collaterals and communications.

    10.4 The Second Party further represents that it shall not pass or give any discounts or any part of its Marketing Services Charges in any form, be it either cash or kind to the customers. It is expressly agreed between the parties that this clause is strictly non- negotiable and any breach may result in immediate termination of this agreement and First Party reserves the rights to take appropriate action against the Second Party in accordance with law.
  11. INDEMNITY AND LIABILITY
    The Second Party agrees to indemnify and hold the First Party, its officers, employees, and nominees save and harmless against any and all liabilities, losses, damages claims, demand, suit or any action of whatever kind and howsoever; which may be commenced or threatened against the First Party or any of them in relation to services rendered through the Second Party, provided such actions arise in respect of the facts/details provided by the Second Party or if the same is in respect of the responsibilities attributable to the Second Party. These obligations shall survive the termination of this Agreement.
  12. ASSIGNMENT
    This Agreement shall be binding on, and shall inure to the benefit of, each of Second Party and First Party and their respective successors, and permitted assigns provided always that the Second Party shall not assign or transfer any or all of its rights or obligations under this Agreement without the prior written consent of the First Party.
  13. SEVERABILITY
    The Parties agree that the covenants, obligations and restrictions in this Agreement are reasonable in all circumstances. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, (i) such provision shall be fully severable; (ii) this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof; and (iii) the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance here from.
  14. NOTICES
    That all notices to be served on the Second Party and the First Party as contemplated by this Agreement shall be deemed to have been duly served if sent to the Second Party and the First Party by E-mail/Registered Post at their respective addresses specified below:

    M/s. SBR GROUP, A Partnership Firm, having its registered office at: SBR Horizon, Whitefield Hoskote Road, Kadugodi, Bangalore – 560067.

    It shall be the duty of the Second Party and the First Party to inform each other of any change in address subsequent to the execution of this Agreement in the above address by Registered Post failing which all communications and letters posted at the above address shall be deemed to have been received by the Second Party and the First Party, as the case may be.
  15. AMENDMENTS
    No modification or amendment to this Agreement and no waiver of any of the terms or conditions hereto shall be valid or binding unless made in writing and duly executed by the Parties.
  16. DISPUTE RESOLUTION
    In the event of a dispute or difference regarding the meaning or interpretation of the terms and conditions of this Agreement, the same shall be amicably settled between the parties and in the event the dispute and differences not being resolved or settled, the same shall be referred to Arbitration by a sole Arbitrator to be appointed by the First Party. The Arbitration proceedings shall be conducted in accordance with the provisions of The Arbitration and Conciliation Act, 1996. Any award so passed by the Arbitrator shall be binding on both the parties. The Venue of Arbitration shall be at Bangalore and the proceeding shall be in English language.
  17. JURISDICTION
    This Agreement shall be governed by the laws of India and shall be subject to the exclusive jurisdiction of courts at Bangalore.