This “Agreement” is made at Bangalore on 2nd of January, 2025 by and between Customer, an Individual resides at (Address of the Client) having PAN / Aadhar …………………… (hereinafter referred to as ‘Client’ which expression shall, unless repugnant to the context and meaning thereof, be deemed to mean and include its successors, affiliates, authorized representatives, executors, administrators, permitted assigns) of the First Part. AND KARIGHARS HOME DECOR LLP, an LLP registered under the provisions of the Companies Act, 2013 having its Registered Office at No. 2798, 27th Main Road, HSR Layout, Sector 1, Bengaluru, Urban, Karnataka, 560102, have a CIN AAA-9673 (hereinafter referred to as “Service Provider”, which expression shall unless repugnant to the subject or the context mean and include its successors, nominees or assigns) of the Second Part.

 

Client and Service Provider are hereinafter referred to individually as “Party”, and collectively as “Parties”.

 

WHEREAS Client is an Individual …………………………………… AND WHEREAS Service Provider has approached Client representing that it has acquired the necessary expertise and adequate resources to provide the services including but not limited to Interior Design and Execution within India. AND WHEREAS Client acting upon representations of Service Provider has agreed to enter into this Agreement on principal-to-principal basis and on the non-exclusive basis upon the following terms and conditions which are fully acceptable to Service Provider and are enumerated as under.

 

 

Service Provider shall provide to Client, during the continuance of this   Agreement such services on a non-exclusive basis, as are described in   Annexure “A” (“Services”). From time to time during the term of this Agreement or schedule thereof, each and/or any addition or amendment to the Services shall be in writing.

 

This Agreement shall be effective from the day 10% sign up amount is received .

 

The estimate sheet/fees for the project is as stated in the Estimate (Annexure “A”) Dated: – ——-Version – 1.0 has been initially proposed with the line items and woodwork to be carried out that has been mutually agreed upon by the Client and KariGhars. This estimate will be considered the base proposal/estimate and may vary if the Client changes the requirements/measurements during the design phase. The updated estimate will be shared with the Client once the designs, measurements and sizes are finalised.

 

10% – To Begin Design

40% – Post Material Selection to start 3D

100% of Misc. Value to Start Execution after Site Kick Off

40% – Production Completed and Materials Ready to Dispatch At Site

10% – On the Day Of Handover

A service charge of 10% will be applicable for all miscellaneous & external purchase items.

100% of Table 3 (Miscellaneous & External purchase) will be charged as per actuals before starting the production and after taking approval from the Client.

All payment subject to change as the price of the estimate changes with the client requirement and mutually agreed upon.

Any new services add shall be charged extra

All services and supplies are excluding GST of 18%. In the Estimate GST is mentioned separately.

 

In case of any event where ‘The KariGhars’ is not able to take up the interiors after giving the advance and before the materials arrive, in such case, a notice shall be sent to the Client within one week, and the entire advance money after GST deduction will be refunded to the Client within 2-3 business days.

 

In case of any event where the Client wants to terminate the Contract before the materials arrive, the signup amount will be non-refundable.

 

The time taken to design usually takes around 6 – 8 weeks and might vary based on number of design iterations. Time taken to execute project will be 12 – 14 Weeks after the detailed design is completed. The time taken for Table 3 jobs like soft furnishing, painting, curtains, light fittings etc. will be 2 – 4 weeks extra after the client has shortlisted these materials and made the payment. In case of delay from ‘The KariGhars’ side, ‘The KariGhars’ is liable to pay a compensation of 1% of the total amount of woodwork estimate sheet (excluding the Table 3) per week for the delay after the time agreed for handover.

 

The KariGhars’ is not liable for any delay which happens from the builder side or delay due to customers unavailability. It is assumed that ‘The KariGhars shall commence work after the handover is given to carry out the interior work by the builder. ‘The KariGhars’ shall make every effort to cooperate and coordinate with the builder/project manager so that the work is carried out seamlessly.

 

Quotation does not include electric point shifting, soft furnishing, painting, granite work, civil, aluminium profile, plumbing, spotlights, hob/chimney and handles and countertops. These will be estimated as per the actual and approx. A 10% service charge applies to all the costs referred to in the ‘Misc, which is payable to The KariGhars.

 

A minimum of 2 feet of height/width will be calculated for all cabinetry works.

 

A minimum of 1 foot height/width will be calculated for all panelling works.

 

All dimensions are calculated on a conversion scale of 300 mm equal to 1 foot.

 

The scope of work will determine the timeline of the project, for eg, if the scope increases, the timeline of the project will increase too.

 

Completion time/cost subject to change if there is any change in designs after production/installation. Any delay that may be caused due to the changes in design shall be communicated to Client by ‘The KariGhars’ and confirmed with a revised timeline and cost.

 

As mutually agreed upon between the Client and the KariGhars and confirmed through emails, KariGhars will provide a lifetime warranty on warranty, as specified by individual companies and workmanship.

 The 3D design is indicative purposes only and production will be done based on actual dimensions and materials specified in 2D diagrams.

The KariGhars make every effort to complete the work professionally and send progress reports on a biweekly basis to update the Client to follow up on the work being completed and also support any requests

 

Life Time Warranty Policy: Kindly refer below

 

We focus on providing quality products that meet the expectations of our customers. ‘The KariGhars’ warrants its products to be free of defects in materials and workmanship to the original purchaser of the product during the warranty period. This warranty extends from the date of installation and is based on normal usage of the product. This warranty does not apply to possible damage caused by misuse or field modifications of the product made after installation. This warranty does not cover normal wear and tear of the product such as laminate chipping or the soiling and fading of fabrics.

Warranty details:

1. Wardrobes – Lifetime

2. Kitchen – Lifetime

3. Other Furnitures – Lifetime

4. Electrical fitting and Appliances – As per the company / brand purchased by the customer.

5. Components like Channels / Hinges – Lifetime

 

Upon being notified of a potential warranty defect, ‘The KariGhars, at its option, will either repair or replace the item as originally specified. Damage caused by a mishandling, scratches etc. is not covered under this policy. This warranty does not apply to consumable products such as light bulbs or third-party vendor purchases.  Product alterations or modifications not explicitly approved by ‘The KariGhars’do not qualify for this warranty. Also, this warranty does not cover the installation, relocation, or reconfiguration of product by anyone other than The KariGhars authorized personnel. ‘The KariGhars’ shall not be liable for incidental or consequential damages arising out of a claim of defective product. This warranty is in lieu of all other expressed or implied warranties and constitutes the sole and exclusive liability of ‘The KariGhars’ Corporation.

 

Taking insurance of the goods, property, and people is the Client’s sole responsibility, and The KariGhars is not responsible for the same.

 

The KariGhars shall have all the right to take photographs, reference the work done for the assignment and use them as part of their portfolio on their website and other collage. If the pictures are used for business or publicity reasons like posting online, on social media, or for marketing and advertising, The KariGhars are allowed to do the same without prior consent unless specifically discussed with the Client. The Client can restrict using their name and address for privacy purposes.

 

Safety on Site: The Client is responsible for ensuring proper protection from the builder and the residents so they don’t block, restrict, and raise issues to The KariGhars employee from working on the premises. Any approval required is the responsibility of the Client. For any Damages for any act of safety or reason not arising at the Site, the Client must ensure reimbursement of the cost to The KariGhars, as mutually agreed

 

Risk of damage to any Goods under this Contract to the Client upon order and delivery of those Goods at the Client premises

 

The Client acknowledges that The KariGhars owns all Background IP

The KariGhars acknowledges that the Client remains the owner of all Background IP provided by them

The Client acknowledges and agrees that all Developed IP is vested in The KariGhars and is their property as and when created, and the Client hereby assigns all rights, title and interest in and to the Developed IP to The KariGhars

The KariGhars grants to the Client a non-exclusive, non-transferable (except to third parties for the purposes of the Project), revocable licence to use The KariGhar’s Background IP and Developed IP for the sole purpose of the Project

The Client must not disclose, reproduce or otherwise deal with the Developed IP or Designer’s Background IP or allow any other person to do the same for any purpose other than the Project.

Any modifications, improvements or alterations by The KariGhars to the Client’s Background IP are owned by and vest in The KariGhars, irrespective of whether the Client has or has not consented to the modifications, improvements or alterations

The Client warrants that, unless otherwise provided in the Contract, the Client’s requirements, design, materials, documents and methods of working, each specified in the Design Contract or provided or directed by the Client, shall not infringe any Intellectual Property Right.

The KariGhars warrants that any other documents and methods of working, each provided by The KariGhars, shall not infringe any Intellectual Property Right.

Each party shall indemnify the other against such respective infringements.

 

 

Without limiting the provisions of the Scope of Services, the Client’s responsibilities and obligations under the Contract include:

Providing materials and written approvals and/or instructions in accordance with the Contract;

 

 

Provision of the builder’s working drawings and schedule of works in a form suitable for use by The KariGhars; and The Client shall provide information from third parties as required for The KariGhars to perform the Services.

 

 

It shall be responsible for performing all its obligations under the Contract in a reasonable and timely manner, and The KariGhar’s ability to perform the Services in accordance with the Contract is contingent upon the Client’s prompt performance of its obligations under the Contract; and Any delays in the Client’s performance of its obligations or variations to the Services caused by the Client may delay the implementation of the Services, and any such delay caused by the Client shall not constitute a breach of any of The KariGhar’s obligations under the Contract.

 

The parties acknowledge and agree that The KariGhars is an independent contractor, not an employee of the Client or any company affiliated with the Client and their Contract with a builder. Accordingly, The KariGhars shall provide the Services under the general direction of the Client, but The KariGhars shall determine, in The KariGhar’s sole discretion, the manner and means by which the Services are to be performed.

The Contract does not create a partnership or joint venture, and neither party is authorized to act as an agent or bind the other party except as expressly stated in the Contract.

The KariGhars shall be permitted to engage and/or use a third-party designer or other service providers as independent contractors in connection with the Services. Notwithstanding the above, The KariGhar’s shall remain fully responsible for such design agents’ compliance with the various terms and conditions of the Contract.

 

The Client agrees to defend, indemnify and hold harmless The KariGhars, its employees, directors, officers, agents and their successors and assigns from and against any and all claims, liabilities, damages, losses, costs and expenses, including attorney’s fees, caused by or arising out of claims based upon the Client actions or inactions, which may result in any loss or liability to The KariGhars or any third party including but not limited to the breach of any warranties, representations or undertakings or in relation to the non-fulfilment of any of the Client obligations under this Contract or arising out of the Client violation of any applicable laws, regulations including but not limited to intellectual property rights, payment of statutory dues and taxes, the claim of libel, defamation, violation of rights of privacy or publicity, loss of service by other subscribers and infringement of intellectual property or other rights. This clause shall survive the expiry or termination of this Contract.

 

To execute/perform the services through the period of this agreement in accordance with the terms of this agreement.

To use all its endeavours to provide the highest quality of services with all due care, diligence, and efficiency, in accordance with the industry standards of professional competence, organization, and responsibility.

Further, the Service provider shall:

regularly update, and obtain guidance and instructions from such persons as may be indicated by the Client from time to time in writing/email, on all matters under this Agreement;

promptly comply with the instructions given by the Client from time to time, if the same is so agreed by the Service provider subject to it being permissible under applicable law and practice, in connection with the performance of the Services; and

keep confidential any and all Confidential Information of the Client and the distributors (“Customers”) that it may be provided with or may come across in the Client networks or databases in the course of providing the Services.

 

For the purposes of this clause, “Confidential Information” shall mean and include all data, documents, papers, database, and any other information relating to Client, its business, operation clientele, etc. which may be disclosed to or becomes available to Service Provider under this arrangement.

Service Provider shall maintain the “Confidential Information” confidential and not disclose the same to any third party or use the same for any purpose other than for the performance of its obligations in terms of this Agreement without the prior written approval of Client. Service Provider shall ensure that all its employees are informed accordingly to maintain the confidentiality of the Confidential Information.  It is expressly agreed between the parties that the undertaking by the Service Provider in terms of the clause is a material inducement for the Client to enter into this agreement.

Service Provider acknowledges the exclusive right of Client in the Confidential Information and agrees and undertakes that nothing in this Agreement or the performance of any Services shall be construed as giving rise to any proprietary interest for Service Provider of any right of lien or set off to it. Service Provider shall, upon request of Client, immediately return to Client all Confidential Information in its possession or control, which is in a physical form or recorded or stored by electronic means or otherwise, including all copies thereof.

All material and supplies furnished to Service Provider, confidential or not, including but not limited to any operations, and procedure manuals, instructions, and processes shall remain the exclusive property of Client.  All such material shall be returned to Client without demur or delay on the expiry of sooner termination of this Agreement. The obligations of the Service Provider under this clause shall survive beyond the termination of this agreement.

 

If Service Provider is directed by court order, or other legal or regulatory request or similar process to disclose information recorded or any document or any of the Confidential Information, Service Provider shall notify Client in writing, sufficient details immediately upon receipt of such court order, or other legal or regulatory request or similar process, as the case may be in order to permit Client to make an application to obtain an appropriate protective order.

 

At all times Service Provider shall keep itself fully informed of applicable laws, ordinances, regulations, rules, and orders of the land, in performances of the Services including procurement of licenses, permits, and certificates and payment of taxes where required. If at any time during the term of this Agreement, Client is informed or information comes to Client’s attention that Service Provider has not complied with any applicable law, regulation or code, as the case may be Service Provider shall immediately take all appropriate steps to remedy such violation and comply with such law, regulation, ordinance or code in all respects.

 

Service Provider hereby represents that it has the authority, skill, experience, and resources to render Services hereunder and shall render the Services in an ethical and bona fide manner and compliance with all laws and regulations.

Service Provider is duly organized, validly existing, and in good standing under the laws of India and has full corporate power and authority to enter into this Agreement and to perform its obligations under this Agreement.

Service Provider has agreed to obtain all necessary licenses, permissions, registrations (as applicable) including but not limited to registration under Shops and Establishment Act for all its office locations, Professional Tax registration, Contract Labour License, etc.

No Client officer, director, employee, or an immediate family member has received or will receive anything of value of any kind from Service Provider, or its officers, directors, employees or agents in connection with this Agreement; and that no Client personnel have a business relationship of any kind with Service Provider or its officers.

 

Service Provider hereby acknowledges Client rights, title, and interest in its trademarks, logos, trading styles, and other intellectual property (“Intellectual Property”) of Client and agrees and undertakes not to contest, at any time or do or cause to be done, any act or thing, directly or indirectly, which impairs Client’s right, title or interest in its Intellectual Property.  Service Provider further agrees that it shall not adopt, whether during the term of this Agreement or at any time after its termination or expiry, any mark, word, symbol, slogan, usage, etc. which in any way infringes the Intellectual Property rights of Client or those of its parent or affiliate companies.

 

Governing Law & Jurisdiction: This Agreement and all matters related to it, shall be governed, interpreted, and construed in accordance with the laws of India and subject to the exclusive jurisdiction of courts of Bangalore.

Waiver – Failure by the Client at any time to enforce any obligation by Service Provider or to claim a breach of any term of this Agreement or to exercise any power of obligation under this Agreement, will not affect any subsequent breach and will not prejudice Client as regards any subsequent action.

Severability – If any term or provision of this Agreement should be declared invalid by a court of competent jurisdiction, the remaining terms and provisions of this Agreement shall remain unimpaired and in full force and effect.

Modification – No modification, waiver, or amendment of any term or condition of this Agreement shall be effective unless and until it shall be reduced to writing and signed by Client and Service Provider. All legally valid and applicable amendments will automatically become part of this Agreement.

Survival – The provision of this Agreement that by their nature and context are intended to survive the performance hereof, shall so survive the completion and termination of this Agreement.

Force majeure -It is expressly understood by the parties that all events beyond their respective control being Force Majeure or Acts of God, including fire, flood, war, lightning, earthquake, Government policies, etc., which have the effect of preventing the performance of the Agreement by the Parties so affected shall be construed to as suspension of the obligation to perform by the affected Party. In the event aforesaid force majeure event continues for a period of 60 days, Client may terminate this Agreement by giving 15 days written notice to Service Provider.

Relationship – The relationship between Service Provider and Client shall be principal to principal basis.

Assignment – Service Provider shall not assign any of its obligations to any other third party without the written consent of Client.

 

Any dispute or difference arising out of this Agreement unless settled amicably between the parties shall be referred for Arbitration.  The arbitration proceedings will be conducted by a mutually appointed sole arbitrator under the Arbitration & Conciliation Act, 1996 & any subsequent related amendments thereto.  The arbitration proceedings shall be conducted in English and held in Bangalore. The cost of arbitration proceedings shall be borne by both the parties in equal proportions.

 

Any dispute, which may arise between the parties to this agreement with regard to any matter pertaining to this agreement, shall be subject to the exclusive territorial jurisdiction of the courts situated in Bangalore.

 

Service Provider acknowledges that their business relationship, including the terms and conditions of this Agreement, is subject to periodic review by Client.

 

Service Provider agrees and undertakes to employ its best efforts to meet Client’s assignment, deadlines, and standards as applicable. Unless otherwise expressed, the Service Provider representative shall meet the Client personnel to discuss and review the progress status of the assignments, on a regular basis as and when required.

 

Unless otherwise provided herein or agreed to in writing by the parties all notices, requests, or other communications shall be served or given to either party by sending it by registered post or facsimile transmission or shall be personally delivered to the other party at its address specified below:

 

……………………………..

 

Abhishek Chadha

KariGhars Home Décor LLP

1st Floor,2798, 27th main road, Agara Village,

1stSector, HSR Layout, Bangalore, Karnataka – 560102

 

This Agreement supersedes any and all MOU, Agreements, contracts, correspondence, letters, verbal commitments, or agenda relating to the Services provided by Service Provider. This Agreement is entire in itself and cannot be changed or terminated orally. This Agreement together with schedules is the entire Agreement and expresses the complete, exclusive, and final understanding of the parties hereto with regard to the subject matter.

By executing this Agreement and schedules/ annexures, both the Parties shall be deemed acknowledge having understood the terms hereof and the procedures set out in and terminologies used in the schedules/ annexures and accept and agree to the terms hereof and shall be bound to comply with the same.

 

 

“Services & Break-up of Agreed Fees”

 

 

This ANNEXURE contains a detailed breakdown of the fees for various activities agreed upon between the parties. ANNEXURE is divided into:

 

Part A: Activities completed under the category of Wooden work and Accessories

2D Design

3D Design

Renders

Woodwork

Accessories

 

 

Additional conditions to the Attached Estimates:

The current estimate, which is part of this agreement, is based on the current floor plan and dimensions shared by the Client.

The fees attached to the agreement are based on the current floor plan and may change based on the 2D / 3D Design approved by the Client

The fees may change based on additional requirements from the client:

Change in the dimensions of the woodwork

Additional accessories are not part of the agreement

Additional scope which is not part of the agreement

The client would bear the cost of any activity that would impact the original scope and, upon client request, change the design itself.

 

Third Party items Purchases

 

Details Estimated Attached

 

Additional conditions to the Attached Estimates:

All third-party item purchases incur an additional 10% service charge (Net of GST).

the client will pay the vendor directly for all third-party purchases.

Service providers have negotiated the best rates from the market, and the client can negotiate further if required.

Service providers shall ensure that once the payment is completed for the purchase, they should complete the necessary steps to safely deliver the product at the client’s site.

Service Providers work as a third party and don’t provide a warranty, guarantee, or report for any purchases made on behalf of the client.