a.     In this Terms & Conditions, the mentionedterms shall mean the following:

i.     ‘Consultant’ or ‘Consultants’ shall means Vilasani Ventures, the registered entityin the form of LLP (Limited Liability Partnership), OR under any othergenre/type of registered entity under the Indian legislation. The said‘Consultant’ or ‘Consultants’ is/are engaged in providing various consultancyservices in their own capacity and network. 
ii.     ‘Website’ shallmean a collection of interrelated, accessible web pages that are hosted on aspecific domain or subdomain, typically containing text, images, videos, andother digital content, which can be accessed over the internet using a webbrowser. It is generally designed to provide information, services, products,or other functionalities to users, and may include interactive elements such asforms, e-commerce capabilities, or user-generated content. It is typicallyaccessible through a unique URL (Uniform Resource Locator) and is hosted on aserver, which allows users to connect and interact with the website via theWorld Wide Web.
iii.     ‘User’ or ‘Users’ shall mean any human, person, entity, agency,establishment, proprietor, firm, individual, company, incorporation, humancontrolled bot(s), a collection of the mentioned subjects or any combination ofthem, or any other living entity capable of accessing a Website, and consumeits data through appropriate or any medium or any forms.
iv.     ‘User/Client’ shall mean a human, person, entity, agency,establishment, proprietor, firm, individual, company, incorporation, acollection of the mentioned subjects or any combination of them, who arecapable of accepting the Services provided by the Consultant OR are currentlyinvolved in any one or more of the Services provided by the Consultant OR aresomehow involved, indirectly through any third-party, somehow, in any one ormore, or any combination of Services provided by the Consultant, OR are in needof the Consultant’s Services respectively. For the convenience of the reader,it shall also mean a ‘User/Users’ as and when interpreted by the Consultantappropriately at certain parts of this Concerned Document. 
v.     ‘Service/Services’ shall refer to any professional advisory, guidance,analysis, evaluation, design, or other intellectual services rendered by theConsultant to its Users/Clients, which may include, but is not limited to,management consulting, strategic planning, business analysis, projectmanagement, technology implementation, training, or any other specializedService tailored to the User’s/Client’s specific needs. The Service istypically provided in accordance with the terms and conditions agreed upon bythe parties, and may be delivered through reports, recommendations,consultations, workshops, or other formats, as appropriate. The Service mayinclude the provision of physical goods or products but focuses on theprovision of expert knowledge, expertise, and assistance in the relevant areaof the User’s/Client’s business or operations." 
vi.     ‘Fee/Service-Amount’ shall mean a payment in monetary and quantifiableterms, made to the Consultant by the Client, for the Service rendered by theConsultant to the Client. It shall also mean the total sum of money to be paidby the Client to the Consultant in consideration for the Services rendered bythe Consultant under relevant legally binding agreements/contracts. TheFee/Service-Amount includes all charges, fees, or amounts payable for theConsultant's performance of the Services, whether such services are provided onan hourly, fixed-price, or any other basis as agreed by the parties. TheFee/Service-Amount may include, but is not limited to, any additional costs,reimbursements, taxes, or other sums that may be due to the Consultant for theprovision of such Services, as specified in the relevant legally bindingagreements/contracts respectively.
vii.     ‘Deal Confirmation & Commission Acknowledgment (‘DCC Ack.’) shall mean a legally binding document, which shallbe signed and accepted, by and between the SP and the Consultant, before every Servicetaken by the Client from the Consultant, wherein the said Client was sent tothe Consultant as a ‘Lead’ to be converted to a Client by the said concerned SPrespectively. This document shall outline all the relevant Fee/Service-Amount,Commission to be paid to such SP signing it, duration, etc. and all otherrelevant details adhering to such Client and the Service taken by such Clientfrom the Consultant respectively.
viii.    ‘Salesperson’ or ‘SP’ shall mean any individual person/entity/organisationwho is onboarded, engaged, or associated with the Consultant on a strictlyindependent contractor, commission-based, and non-employment basis, for thelimited purpose of identifying, sourcing, facilitating, or introducingpotential business opportunities, leads, or clients to the Consultant, and/orassisting in the conversion of such leads, subject at all times to the terms ofthe Agreement, this Salesperson Terms & Conditions, the Deal Confirmation& Commission Acknowledgment (DCC Ack.), and any policies, instructions,systems, or guidelines issued by the Consultant from time to time; and whoshall have no authority to bind the Consultant, no ownership or rights over anyclient, lead, data, or transaction, and no entitlement to any payment except asexpressly provided herein, while being fully responsible for complying with alloperational, legal, and confidentiality obligations, and whose role, rights,access, and engagement shall at all times remain limited, revocable,non-exclusive, conditional, and subject to the absolute control and discretionof the Consultant.
ix.     ‘Lead’ shall mean a singular, unique, andverified data packet consisting of a prospective client’s complete contactprofile, which must satisfy a set of cumulative and non-severable criteria tobe eligible for consideration or compensation, classified into variouscategories by the Consultant.. Such ‘criteria’ and ‘classifications ofcategories’ are mentioned in this Terms & Conditions under Clause-6 indetail.
x.     ‘Digital Portal’ shallmean a secure, access-controlled, and Consultant-managed digital interface,platform, or system, made available to the SP through a unique link (URL) andpassword mechanism, for the limited and non-exclusive purpose of viewingcertain transaction-related, commission-related, performance-related, andidentification-related information, including but not limited to SP details, VVSP ID, deal records, DCC Ack. references, order details, payment status, andcommission summaries, as determined and displayed by the Consultant from timeto time; such Portal being strictly view-only in nature, non-editable by theSP, and fully controlled, modified, restricted, or revoked at the solediscretion of the Consultant, wherein all data, entries, records, calculations,and information reflected shall be deemed final, conclusive, and binding, shallnot create any independent legal or financial entitlement unless expresslyprocessed in accordance with the Agreement and the Salespersons T&C, andshall remain subject to limited access duration, data visibility restrictions,system changes, and all applicable terms, policies, and conditions prescribedby the Consultant.
xi.     ‘Commission’ shallmean a conditional, performance-based monetary incentive payable, if at all, bythe Consultant to the SP strictly in accordance with the terms of theAgreement, this Salespersons Terms & Conditions, the applicable CommissionSlab Table (Annexure-A), and the relevant Deal Confirmation & CommissionAcknowledgment (DCC Ack.), and only upon full and final receipt of theFee/Service-Amount in the Consultant’s official bank account, and subject toall conditions, validations, deductions, exclusions, adjustments, and claw-backprovisions contained herein; such Commission being calculated solely on theeligible Fee/Service-Amount expressly recorded in the DCC Ack., excluding anyancillary, additional, governmental, maintenance, or future service charges,and remaining entirely contingent, revocable, adjustable, and non-guaranteed,with no entitlement arising from mere lead generation, partial payment, ordisplay in any system or portal, and with the Consultant retaining absoluteauthority to determine eligibility, calculation, timing, withholding, reversal,or recovery, whose decision shall be final, binding, and non-disputable. 
xii.     ‘Parties’ shall mean both the Consultant andthe Salesperson (SP), unless specified otherwise.
xiii.    ‘Agreement’ or ‘Sales Commission & Business Referral Agreement’ shall mean a legally binding document entered intobetween the Consultant and the concerned SP, outlining the terms, conditions,rights, obligations, and responsibilities of each party with respect to the ‘Leads’to be provided by the concerned SP to the Consultant respectively. This Agreementmay include, but are not limited to, engagement letters, service contracts,non-disclosure agreements (NDAs), memorandum of understanding (MOUs), or anyother formal written or electronic agreement executed by the parties. TheAgreement may specify the scope of the services, duration, fees, payment terms,confidentiality provisions, intellectual property rights, dispute resolutionmechanisms, and other relevant terms necessary to govern the professionalrelationship between the Consultant firm and the concerned SP. This Agreementshall be governed by the applicable laws and regulations in force at the timeof execution and shall be enforceable in accordance with such laws. 
xiv.     ‘Client’ shallmean any individual, corporation, partnership, agency, firm, individual,company, or other legal entity that engages the Services of the Consultantrespectively. The Client may be the recipient of advice, Services, orprofessional consultation, and may also include any authorized representativesor agents of the Client who are acting on behalf of the Client in connectionwith this engagement. It shall also include both the primary contracting partyand any third-party entities or individuals designated by the Client to receiveor benefit from the services provided by the Consultant, either for the timebeing, or permanently, whatever the case may be.
xv.     ‘Payment Portal/Gateway’ shall mean an online or electronic platform orsystem that facilitates the secure processing of payments for goods, services,or other transactions by enabling the transfer of payment information between abuyer, a seller, and financial institutions or payment processors. The PaymentPortal/Gateway allows users to make payments through various methods, includingcredit cards, debit cards, electronic funds transfer, or digital wallets, andensures the secure transmission of payment data in compliance with applicablesecurity standards, such as the Payment Card Industry Data Security Standard(PCI DSS). The Payment Portal/Gateway may also provide additional features suchas transaction verification, fraud detection, and currency conversion, and istypically operated by a third-party service provider contracted by the partyreceiving payments. All transactions processed through the PaymentPortal/Gateway shall be subject to the terms and conditions set forth by theservice provider and applicable laws and regulations governing electronicpayments.

a.     Independent Contractor Status: The Salesperson (“SP”) is engagedstrictly as an independent contractor on a principal-to-principal basis, andnothing contained herein shall be construed to create any employer-employeerelationship between the Consultant and the SP at any time, whether during thesubsistence of the Agreement or thereafter.
‍b.     The SPacknowledges and agrees that:

i.     The Agreementis a contract for services and not a contract of employment.  
ii.     The SPis not hired, employed, or engaged as an employee of the Consultant in any capacity.
iii.     The SPhas no employment rights, benefits, or entitlements of any nature whatsoever.
iv.     Theengagement is purely contractual, commission-based, and revocable at will. 
v.     The SPis not on the payroll of the Consultant. 
vi.     Norelationship of master-servant, employer-employee, or employer-worker isintended or created.

c.     No Creation of Legal Relationship: Nothingcontained in the Agreement or this Terms & Conditions shall be deemed orinterpreted to constitute or create:

i.     Anyemployer-employee relationship under any applicable labour or employment laws.
ii.     Anypartnership, joint venture, association of persons, or profit-sharingarrangement.
iii.     Anyagency relationship, except for limited, revocable, and non-binding authoritysolely for sales facilitation purposes as expressly permitted by the Consultant.
iv.     Anyfiduciary relationship imposing obligations beyond those expressly statedherein or in the Agreement.

d.     No Authority to Bind the Consultant

 i.     The SPshall have no authority whatsoever, whether express or implied, to:

1.     Bindthe Consultant contractually.
‍2.     Enterinto agreements on behalf of the Consultant.
‍3.     Receiveany kind of monetary payments or benefits of any kind, cut or commission orpart or whole of Fee/Service-Amount, directly or indirectly, from a lead,prospective-client, Client or any individual in the Consultant’s name, whilethey are bound with the Agreement and even after termination.
‍4.     Makerepresentations, warranties, guarantees, or commitments.
‍5.     Negotiateor finalize pricing or commercial terms.
‍6.     Acceptpayments or issue receipts.

ii.     Anyact done by the SP beyond the scope of the Agreement and this Terms &Conditions shall be:

1.     Unauthorised,
‍2.     Non-bindingon the Consultant,
‍3.     At thesole risk and liability of the SP only.

iii.     TheConsultant shall not be responsible or liable for any commitments, assurances,or representations made by the SP without explicit written authorization of theConsultant.

e.     No Employment Benefits or Entitlements: The SPexpressly acknowledges that they shall not be entitled to anyemployment-related benefits, including but not limited to:

i.     Salary,wages, retainership, or fixed compensation,
ii.  ProvidentFund (PF), Employee State Insurance (ESIC), gratuity, bonus, or leaveencashment,
iii.     Paidleave, sick leave, maternity/paternity benefits,
iv.     Insurancecoverage, reimbursements, or allowances, 
v.     Incentivesother than agreed commission,
vi.     Anystatutory benefits under:

1.     Shops& Establishments Acts.
‍2.     Industrial Disputes Act.
‍3.     Paymentof Wages Act.
‍4.     MinimumWages Act.
‍5.     Codeon Social Security or any successor laws.

f.     No Claim Under Labour Laws

   i.     The SPirrevocably waives any right to claim:

1.     Employmentstatus,
‍2.     Regularization,
‍3.     Absorptioninto the Consultant’s workforce.

ii.     The SPshall not initiate any proceedings under labour laws claiming employmentrights. 
iii.     In theevent any authority determines otherwise:

1.     The SPagrees that the Agreement and this Terms & Conditions, together, shallstill be interpreted as independent contractor engagement, and
‍2.     The SPshall indemnify the Consultant against any consequences arising from suchclaim.

g.     Control and Autonomy

i.     The SPshall:

1.     Determinetheir own working hours,
‍2.     Usetheir own resources, tools, and infrastructure,
‍3.     Operateindependently without supervision typical of employment.

ii.   TheConsultant shall:

1.     Notexercise control typical of an employer,
‍2.     Not beresponsible for how the SP performs their activities.

h. No Exclusivity (Unless Specified): The SP is free to work for any other individual, entity, or company, ORengage with other businesses OR engage in independent professional activities ORprovide similar services elsewhere, provided that:

i.     Noconflict of interest arises. 
ii.     No breachof confidentiality or non-circumvention occurs.

i.     No Reimbursement or Expense Obligation: Unlessexpressly agreed in writing, the Consultant shall not be liable for:

i.     Travel expenses,
ii.     Communicationcosts,
iii.     Marketingor lead generation expenses,
iv.     Anyoperational costs incurred by the SP.

j.     Indemnity for Misrepresentation: The SP shall indemnify and holdharmless the Consultant from any loss, damage, liability, or claims arising outof:

i.     Misrepresentationby the SP,
ii.     Unauthorizedcommitments,
iii.     Actingbeyond authority,
iv.     Anythird-party disputes caused by SP conduct.

k.     No Liability for SP Actions: The Consultant shall not be liablefor:

i.     Anyacts or omissions of the SP towards any third parties,
ii.     Anydealings between SP and third parties,
iii.     Anyfinancial or reputational loss caused by SP towards any third parties.

l.     Representation to Third Parties: The SP shall clearly representthemselves as an independent contractor. The SP shall not:

i.     Representthemselves as employee, partner, or authorized signatory of the Consultant,
ii.     Usevisiting cards, email IDs, or designations implying employment of theConsultant, unless expressly permitted.

m.     Survival of This Clause: This Clause shall survivetermination of the Agreement and shall also continue to remain binding for all legalpurposes.

n.     Absolute Understanding: The SP confirms that:

i.     Theyhave fully understood the nature of this relationship, 
ii.     Theyare entering the Agreement and agreeing to this Terms & Conditionsvoluntarily,  
iii.     Noexpectation of employment exists now or in future.

a.    Commencement and Duration: The Agreement shall commence on the Effective Date andshall continue to remain in full force and effect until terminated inaccordance with the provisions contained herein. The Parties expressly agreethat:

 i.     The Agreement is not permanent in nature.
ii.     It is revocable at will, subject to the terms herein. 
iii.     No expectation of continuity, renewal, or extension iscreated.

b.    Absolute Right of Termination byConsultant

i.     The Consultant shall have the full, unilateral,unconditional, absolute, and unrestricted right to terminate the Agreement:

1.    At any time,
‍2.    For any reasonor no reason,
‍3.    With or withoutcause,
‍4.    Under any andall circumstances.

ii.     Such termination may be effected by:

1.    Email fromConsultant's official email ID, OR
‍2.    Writtencommunication, OR
‍3.    Any otherofficial mode of communication adopted by the Consultant.

iii.     The SP expressly agrees that:

1.    No prior noticeis mandatory unless otherwise decided by the Consultant.
‍2.    No hearing,justification, or explanation is required.
‍3.    No consent oracknowledgment of the SP is required for termination to take effect.

iv.     Termination shall be deemed effective immediately upondispatch of such communication by and from the Consultant’s side.

c.    Limited Right of Termination by SP:

i.     The SP may terminate the Agreement by giving 7 (seven)days prior written notice to the Consultant, either digitally or physically. Duringsuch notice period:

1.    SP shallcontinue to perform obligations, AND
‍2.    The Consultantreserves the right to waive or shorten such notice period at its solediscretion.

ii.     Even during such notice period, the Consultant may:

1.    Immediatelyrestrict access,
‍2.    Revoke authority,
‍3.    Stop SP fromfurther engagement.

d.    Effect of Termination: Upon termination of the Agreement, for any reasonwhatsoever, from either side:

i.     All rights granted to the SP shall:

1.    Immediatelycease,
‍2.    Stand revokedwithout further action.

ii.     The SP shall:

1.    Immediately stoprepresenting the Consultant (if such representation rights are given),
‍2.    Cease allcommunications with clients on behalf of Consultant,
‍3.    Return or deleteall confidential information, documents, and data.

iii.     All authorizations, permissions, and access rights shallautomatically stand revoked.

e.    Termination of DCC Ack. (Deal-Level Document)

i.     Termination of the Agreement shall automatically andsimultaneously terminate all existing Deal Confirmation & CommissionAcknowledgments (DCC Ack.), whether ongoing or pending .
ii.     SP shall:

1.    Have no right tocontinue involvement in such deals,
‍2.    Have noauthority to engage with such clients post termination.

iii.     Consultant shall retain full and exclusive control oversuch clients and transactions

f.    Commission Upon Termination

i.     Upon termination, the SP shall be entitled ONLY to commission(s)which is:

1.    Already earned,or
‍2.    Fully accrued,or
‍3.    Based on actualreceipt of payment by the Consultant, or
‍4.    Not disputed,reversed, or subject to claw-back.

ii.     No commission shall be payable for:

1.    Future paymentsnot yet received,
‍2.    Prospective orpipeline deals,
‍3.    Leads notconverted prior to termination,
‍4.    Deals underdispute, cancellation, or refund.

iii.     The Consultant shall have the right to:

1.    Withholdcommission,
‍2.    Adjustcommission,
‍3.    Apply claw-backprovisions.

iv.     Except for such eligible due commission, the Consultantshall have absolutely no further liability of any nature whatsoever.

g.    No Compensation or Damages

i.     The SP expressly agrees that upon termination of theAgreement:

1.    No compensationof any kind shall be payable,
‍2.    No damages shallbe claimable,
‍3.    No loss ofopportunity claim shall arise ,
‍4.    No expectationof future earnings shall be considered.

ii.     This includes (but is not limited to):

1.    Loss of business,
‍2.    Loss ofanticipated commissions,
‍3.    Loss of goodwill,
‍4.    Loss ofrelationship with clients.

h.    No Automatic Renewal: The Agreement shall not automatically renew under anycircumstances. Continuation of engagement, if any, shall require a freshwritten Agreement, ONLY with the explicit approval of the Consultant.
i.    Re-Engagement:  The SP may re-applyor request re-engagement However, the Consultant shall have absolute discretionto accept or reject the same. No right of re-engagement shall be deemed toexist
‍j.    Post-Termination Restrictions: After termination, the SP shall NOT:

i.     Contact Consultant's clients,
ii.     Interfere with ongoing deals,
iii.     Misrepresent association,
iv.     Use Consultant's name, brand, or identity, 
v.     Claim any continuing rights under the Agreement,
vi.     Or execute any act, either directly or indirectly, whichmay harm the reputation or accrue financial loss to the Consultant.

k.    Survival of Obligations: The following clauses or Sub-Clauses shall survivetermination:

i.     Confidentiality,
ii.     Non-circumvention, 
iii.     Indemnity,
iv.     Claw-back,
v.     Dispute resolution, 
vi.     Record binding clause, 
vii.     Or any other Clause or Sub-Clause as the Consultationdeem fit to include.

l.    Blacklisting and Internal Actions

i.     In case of misconduct, misbehaviour, or breach of thisClause or the Agreement or this Terms & Conditions by the SP, the Consultantmay:

1.    Terminate theAgreement immediately,
‍2.    Blacklist the SP,
‍3.    Restrict anyfuture engagement,
‍4.    Or take anyother legal action as deemed required by the Consultant accordingly.

ii.     Such action(s) from the Consultant shall be solely atConsultant's discretion AND shall be final and binding.
iii.     Whether any action or omission of the SP is a breach, misconduct,misbehaviour, or anything of like nature, shall be solely decided by the Consultantonly.

m.    Binding Nature of TerminationDecision

i.     The SP agrees that the termination decision of Consultantshall be final, conclusive, and binding,
ii.     The SP waives any right to:

1.    Challengetermination except under applicable law,
‍2.    Demand reinstatement.

n.    No Waiver of Rights: Failure of the Consultant to terminate immediately shall:

i.     Not be construed as waiver, 
ii.     Not limit Consultant's right to terminate later. 
ii.     Not set a precedent to not terminate the Agreement forthe concerned SP at a later date with the same or similar reason.

o.    Absolute Understanding: The SP confirms that:

i.     He/She/They fully understand the termination terms.
ii.     He/She/They accept the unilateral nature of termination.
iii.     He/She/They enter the Agreement without coercion.

a.    Permitted Scope of Activities: The SP acknowledgesthat their role is limited, non-exclusive, non-authoritative, and facilitativein nature only, and does not extend beyond what is expressly permitted under theAgreement and this Terms & Conditions. The SP shall be engaged strictly forlimited business facilitation purposes and shall:

i.     Identify,source, and facilitate potential business opportunities for the Consultant.
ii.     Introduceprospective clients to the Consultant through approved channels. 
iii.     Coordinateinitial communication between the prospective client and the Consultant.
iv.     Assist,where specifically requested by the Consultant, in the conversion process,strictly under the supervision and direction of the Consultant.
v.     Providerelevant market inputs, feedback, and basic client requirements.
vi.     Provideany other action, input, process or information as required by the Consultantto act upon any Lead or Client respectively.

b.    Absolute Restriction on Authority

i.     The SPshall have no authority whatsoever, whether express, implied, ostensible, orotherwise, to:

1.    Finalize, negotiate, alter, or commit topricing, amount, Fee/Service-Amount or any other monetary quantifiablecommitments on behalf of the Client in the name of the Consultant, either inpartial or whole, or in any other nature.
‍2.    Enter into agreements, contracts, orarrangements on behalf of the Consultant.
‍3.    Bind the Consultant legally or commerciallyin any manner.
‍4.    Make representations, warranties, guarantees,assurances, or commitments of any kind on behalf of the Consultant.
‍5.    Accept payments, issue invoices, or providereceipts on behalf of the Consultant.
‍6.    Modify scope of services or offer additionalservices without written approval of the Consultant.

ii.     Any actbeyond the above scope shall be deemed:

1.    Unauthorised and invalid,
‍2.    Non-binding on the Consultant,
‍3.    Entirely at the risk, cost, and liability ofthe SP.

c.    Strict Adherence to Instructions

i.     The SPshall strictly, mandatorily, and without deviation comply with:

1.    All instructions, directions, policies, andguidelines issued by the Consultant from time to time.
‍2.    All communication protocols, includingapproved scripts, representations, and positioning.
3.    All operational, commercial, and compliancerequirements.

ii.     The Consultant reserves the right to:

1.    Modify instructions at any time,
‍2.    Override any actions of the SP,
‍3.    Reject or invalidate any activity not incompliance with the Consultant’s standards.

iii.     Non-complianceto all instructions of the Consultant shall constitute material breach of theAgreement and this Terms & Conditions.

d.    Mandatory Use of Systems and Reporting

i.     The SPshall mandatorily:

1.    Use only the official systems, portals, CRMtools, or Excel sheets provided or approved by the Consultant.
‍2.    Record and update all leads, communications,and deal progress accurately and in real-time, as and when required and askedby the Consultant.
‍3.    Maintain complete transparency in allactivities.

ii.     Anylead, client, information, or transaction provided by the SP not recorded inthe Consultant's system or database as asked and not acknowledged or acceptedby the Consultant, shall be deemed invalid for all purposes, includingcommission entitlement.
‍iii.     For allintents and purposes, irrespective of the information, records, etc. providedby the SP through proper channels, records maintained by the Consultant shallbe final, conclusive, and binding, and henceforth, shall not be disputed orquestioned by the SP under any circumstances.

e.    Representation and Conduct Restrictions

i.     The SPshall:

1.    Clearly represent themselves as anindependent contractor,
‍2.    Act professionally, ethically, and in goodfaith,
‍3.    Use courteous behaviour, industry standardlanguage and conduct themselves with utmost professionalism.

ii.     The SP shall NOT:

1.    Represent themselves as an employee, partner,or authorized signatory of the Consultant.
‍2.    Use misleading designations, visiting cards,or communication implying employment with the Consultant.
‍3.    Make false, exaggerated, or misleading claimsto clients.
‍4.    Engage in aggressive, unethical, or deceptivesales practices under any circumstances.

iii.     Anymisrepresentation or breach of this Clause shall be treated as seriousmisconduct and a material breach of the Agreement and this Terms &Conditions and shall attract immediate termination and liability.

f.    Communication Restrictions

i.     The SPshall:

1.    Communicate with clients only in the mannerapproved by the Consultant.
‍2.    Route final discussions through theConsultant.
‍3.    Shall keep the Consultant in constant loop asand when required.

ii.     The SPshall NOT:

1.    Independently negotiate or finalize deals ontheir own, in the name of the Consultant.
2.    Commit timelines, deliverables, or outcomeswithout keeping the Consultant’s approval on the same.
3.    Continue client engagement beyond permittedscope as decided by the Consultant.

g.    No Control Over Commercial Decisions: All decisions relating to pricings, discounts, scope of work, Clientacceptance/rejection shall rest solely and exclusively with the Consultantonly.

i.     The SPshall not question, interfere, or override such decisions under anycircumstances.
ii.     Breachof this Clause shall constitute material breach, which shall be dealt withimmediate termination of the Agreement and legal action against the SPrespectively.

h.    Prohibition on Unauthorized Activities: The SPshall strictly not:

i.     Collector receive payments in any form, from any Client, lead, individual, entity ororganisation, in the name of the Consultant, under any circumstances.
ii.     Usepersonal accounts for business transactions.
iii.     Deliberatelydivert clients or business opportunities
‍iv.     Engagein side arrangements with clients or any possible leads. 
v.     Share ormisuse Consultant's data in any way under all circumstances. 
vi.     Any suchact, as mentioned in this list, shall be treated as fraudulent conduct andmaterial breach, which shall be dealt with immediate termination of theAgreement and legal action against the SP respectively.

i.    Duty of Care and Good Faith: The SP shall:

i.     Act inthe best interest of the Consultant.
ii.     Avoidactions that may harm reputation, goodwill, or business.
iii.     Exercisereasonable care, diligence, and professionalism.

j.    Non-Exclusivity with Restrictions

i.     The SP may engage with other entities, provided:

1.    No conflict of interest arises.
‍2.    No competing or similar services are promotedto the same clients.

ii.     TheConsultant reserves the right to restrict such engagements if conflict arises.

k.    No Right Over Clients

i.     The SP acknowledgesthat:

1.    All clients or leads introduced or servicedare exclusive property of the Consultant.
‍2.    SP shall have no ownership, rights, or claimsover such clients or leads.

ii.     The SPshall not claim relationship ownership and not retain independent rights postintroduction of such Clients and leads and not store them independently inhis/her/their databases.

l.    Indemnity for Breach of Scope: The SPshall indemnify and hold harmless the Consultant from any, loss, damage, liability,legal claims, and everything of like nature, rising out of:

i.     Breachof this whole Clause.
ii.     Unauthorizedacts. 
iii.     Misrepresentation.
iv.     Clientdisputes caused by SP.

m.    Monitoring and Audit Rights: The Consultant shall have the followingsrights in relation to the SP, non-cooperation of which shall be treated asbreach:

i.     MonitorSP activities,
ii.     Reviewcommunications of the SP, and
iii.     Auditrecords and systems kept and maintained by the SP.
iv.     Or anyother right which the Consultant deems fit to assess the work done by the SP.

n.    Survival of Restrictions: All restrictions under this Clause shall continueduring the term of the Agreement and shall survive termination of the Agreementrespectively.
o.    Absolute Acknowledgment: The SP confirms that:

i.     Theyfully understand the limited scope of engagement.
ii.     Theyshall not exceed such scope under any circumstances.
‍iii.     Anydeviation shall attract strict consequences and shall constitute materialbreach, which shall be dealt with immediate termination of the Agreement andlegal action against the SP respectively.

a.    Commission Entitlement - Strict Limitation

i.     The SP shallbe entitled to commission(s) ONLY and strictly on the Fee/Service-Amount (mainamount) that is:

1.    Expressly mentioned in the Deal Confirmation& Commission Acknowledgment (DCC Ack.)
‍2.    Agreed and signed by both Parties prior tocommencement of services by the concerned Client bought in by the concerned SP.
‍3.    Actually and fully received by the Consultantin its official bank account (as specified in Annexure-B)

ii.     Nocommission shall arise, accrue, or be payable unless all the above conditionsare fully and strictly satisfied.
iii.     Anyamount not explicitly recorded in the DCC Ack. shall be excluded from commissioncalculation under all circumstances.
iv.     If theconcerned Client opts in for more Services from the Consultant, and paysFee/Service-Amount for the same, afterwards (after the signing of the DCC Ack.between the SP and the Consultant), then the concerned SP, who bought in suchconcerned Client, shall only be privy to such commission which was mentioned inthe mutually signed DCC Ack. only. His/Her/Their (SP’s) commission, once fixedshall not be changed or reflect such changes due to such extra Service taken bysuch Client or Fee/Service-Amount paid by such Client to the Consultantrespectively.

b.    Absolute Condition Precedent - Full Payment Realization: Notwithstandinganything contained in the Agreement or this Terms & Conditions, commissionshall become due and payable ONLY upon full and final realization of the entireFee/Service-Amount from the concerned Client. For the avoidance of doubt:

i.     On partialpayments of such Fee/Service-Amount, no commission shall payable.
ii.     Advanceor token payments of such Fee/Service-Amount, no commission payable until fullamount received.
iii.     On Instalmentspayments of such Fee/Service-Amount no commission shall be payable, until fullamount received.
‍iv.     The SPexpressly agrees that commission is contingent, conditional, and dependent uponactual receipt of funds by the Consultant in their official Bank Account (asspecified in Annexure-B).

c.    Mode of Receipt - Mandatory Banking Channel

i.     Only relevantamounts (Fee/Service-Amount) received in Vilasani Ventures LLP's official bankaccount (as specified in Annexure-B) shall be considered valid for commissioncalculation and payment.
ii.     Anypayment that has been received in and through such mediums shall be deemedinvalid and non-recognizable, and no commission shall arise therefrom:

1.    Received in cash;
‍2.    Received in third-party accounts;
‍3.    Received in SP's personal account;
‍4.    Received by any third-party, related onun-related to the concerned SP.

d.    Commission Structure - Binding Slab System

i.     All commissionsshall be governed strictly and exclusively by Annexure-A (Commission SlabTable).
ii.     No oralagreement, side understanding, interpretation or informal or formalcommunication shall override, modify, supplement, change, or alter, the slabstructure defined in Annexure-A.
iii.     Theapplicable Fee/Service-Amount and the commission(s) of the SP which arestrictly mentioned in DCC Ack. shall be governed by Annexure-A (Commission SlabTable) ONLY.

e.    Commission Finality and Non-Modification

i.     Thecommission structure agreed under the Agreement shall be final, binding, andnon-negotiable.
‍ii.     No claimfor higher commission, additional incentives and special consideration  shall be entertained under any circumstances.
iii.     EXCEPTION:The Consultant may, at its sole, absolute, and unfettered discretion, modifycommission terms (as mentioned in Annexure-A (Commission Slab Table)). Suchmodifications shall always be:

1.    in writing , AND
‍2.    Shall apply prospectively only, AND
‍3.    Shall not affect prior or existing deals.

f.    Exclusion of Additional and Ancillary Charges: Commissionshall strictly apply ONLY to the Fee/Service-Amount as mentioned in the DCCAck. and the Commission Slab Table (Annexure-A). Moreover, under allcircumstances, the SP shall NOT be entitled to commission on the following,and  shall be completely excluded,irrespective of collection timing or bundling:

i.     DSCcharges,
ii.     Governmentfees,
iii.     Stampduties, 
iv.     Maintenancefees,
v.     Add-onservices taken by the Client afterwards,
vi.     Futureservices taken by the Client afterwards, 
vii.     Upgradesor renewals,
viii.    Any hidden, incidental, or additional charges,
ix.     Or onany other charges, Fee/Service-Amount or Service which is taken by the Clientfrom the Consultant, not originally mentioned in the DCC Ack. previously signedby the concerned SP and the Consultant respectively.

g.    Mandatory Invoice Requirement

i.     The SPmust mandatorily raise a valid invoice, and comply with all applicable tax laws.
ii.     Nocommission shall be released unless invoice is submitted as and when requiredby the Consultant, and the said invoice is compliant as per the standards setby the Consultant. 
iii.     Consultantreserves the right to withhold payment for non-compliance of this Clause for aperiod of infinite duration unless compliance is completed in full by theconcerned SP.

h.    Commission Payment Timeline

i.     Total Eligiblecommissions earned in a period of one month shall be released:

1.    On or after the 1st day of the subsequentmonth, AND
‍2.    Subject to verification and compliance.

ii.     TheConsultant shall not be liable for delays due to verification, disputes, orcompliance.

i.    No Commission on Non-Approved or Unrecorded Leads

i.     Commissions hall arise ONLY if:

1.    Lead is recorded in Consultant's system asand when required by the Consultant.
‍2.    Lead is accepted by Consultant as per theirstandards.
‍3.    Lead is linked to a valid DCC Ack. (signed byboth the SP and the Consultant).

ii.     Anyunrecorded, disputed, or duplicate or invalid lead shall not qualify forcommission.

j.    No Commission on Leads Alone:

i.     Mereintroduction of leads shall not entitle SP to commission.
ii.     Commissionshall arise ONLY upon:

1.    Successful conversion.
‍2.    Full payment (Fee/Service-Amount)  realization.
‍3.    Payment (Fee/Service-Amount) is received inthe Consultant’s official Bank Account.
‍4.    No material or any type of breach of theClauses of this Terms & Conditions or the Agreement by the SP.
‍5.    The Consultant is barred by law to do so.

iii.     If onlyleads are provided then reduced commission rates may apply (as decided byConsultant or as mentioned in the Commission Slab Table (Annexure-A)).

k.    No Right Over Pricing or Deal Value: The SPacknowledges that:

i.     Pricing(Fee/Service-Amount) for all the Services provided by the Consultant, is solelydetermined by the Consultant ONLY.
ii.     FinalFee/Service-Amount may vary from time to time, which shall be aptly communicatedto the concerned SP accordingly.
iii.     TheConsultant shall not be held liable for a promise of unauthorisedFee/Service-Amount promised by the SP to a ‘lead’ respectively.
iv.     Commissionshall be calculated ONLY on:

1.    The amount (Fee/Service-Amount) finalized andrecorded by the Consultant. The same amount (Fee/Service-Amount) is recorded inthe DCC Ack. which is also signed by both the SP and the Consultant, AND
‍2.    The Commission Slab Table (Annexure-A).

l.    No Liability for Client Default: TheConsultant shall have zero liability in case:

i.     Clientdefaults the Fee/Service-Amount,
ii.     Clientdelays the Fee/Service-Amount,
iii.     Clientdisputes the Fee/Service-Amount,
iv.     Clientrefuses payment of the Fee/Service-Amount, either in full or partially.
v.     In suchcases, as mentioned above, no commission shall be payable unless such situationis resolved completely.

m.    Claw-Back, Adjustment, Withholding of Commission: Mentionedunder Clause-12 indetail.
‍n.    No Future or Residual Commission: The SPshall have no right to:

i.     Recurringrevenue, 
ii.     Renewals, 
iii.     Futureservices,
iv.     Client lifetime value,
‍v.     Commission(s)is strictly limited to the specific amount defined in DCC Ack. (signed by boththe concerned SP and the Consultant) AND the Commission Slab Table(Annexure-A).

o.    Finality of Consultant's Records: Allcalculations, records, databases, portals, and determinations made by theConsultant shall be final, binding, and conclusive, and shall not be disputedby any SP respectively. The SP waives the right to dispute calculations exceptin case of manifest or technical or clerical error.
‍p.    No Set-Off or Counterclaims: The SP shall not set off any alleged dues, withholdperformance or raise counterclaims against commission decisions taken by theConsultant in finality.
‍q.     Indemnity for Commission Disputes: The SPshall indemnify the Consultant against claims arising from misrepresentation, incorrectdeal attribution and Unauthorized commitments or any other act or omissionwhich makes the Client or any individual believe, for such moment or duration,that any wrongful action was arising by and from the Consultant, when inreality it was the act or omission of the concerned SP respectively.
‍r.    Survival of Commission Terms: This Clause shall survive termination of the Agreementor Expiry of the Agreement.
‍s.    Absolute Acknowledgment: The SP confirms that:

i.     Commissionis conditional and discretionary.
ii.     Noguaranteed earnings exist.
‍iii.     Theyfully understand and accept all limitations.

a. What is a Lead: Along with the definition given under ‘Definitions’ under Clause-1 of this Terms & Conditions, the same shall also compulsorily include the following criteria:

i.     Comprehensive Data Set: A Lead must include, at a minimum, theprospect's full legal name, verified professional email address (non-generic),direct-dial telephone number, current job title, and the legal entity name oftheir employer.
ii.     Verified Intent and Bona Fides: The Lead must represent a naturalperson, entity, individual, organisation or anything of like nature, who hasdemonstrated a documented, affirmative, and specific interest in the Company’sservices through an overt action. This interest must be "fresh,"having been captured no more than seventy-two (72) hours prior to transmissionto the Consultant from the concerned SP.
iii.     Legal Provenance and Compliance: Every Lead must be obtainedthrough "Opt-In" methodologies that strictly adhere to the DigitalPersonal Data Protection Act (DPDPA), the Bharatiya Nyaya Sanhita (BNS)regarding data privacy, and all applicable telecommunications regulations (includingDND/TRAI registries). The SP warrants that the data was not obtained viaunauthorized scraping, hacking, or the use of illicitly purchased databases.
iv.     Exclusivity and Uniqueness: A Lead is only valid if it is not alreadypresent in the Consultant’s existing internal database ("Pre-existingData") and has not been provided to the Consultant by any third party orSP within the previous twelve (12) months. The Lead must be shared/transferredto the Consultant on an exclusive basis; any Lead sold or shared or transferredwith a competitor or any other third party shall be deemed "void abinitio."
v.     Recency: A Lead should not be, under all circumstances, older than three (3) months duration.
vi.    Accuracy Warranty: The Lead must be "Authentic,"meaning it is not a "fake," "bot," or "simulated"identity. If the contact information is found to be disconnected, invalid, orbelongs to a person who denies ever speaking to the SP, the Lead shall beclassified as a "Fraudulent Submission” or “Dead Leads”.
vii.     Non-Incentivized Engagement: The prospect’s interest must be organic. AnyLead generated through the promise of gifts, rewards, monetary kickbacks, orany form of coercion or "miracle-based" deceptive marketing isstrictly excluded from this definition and shall constitute a material breachof the Agreement and this Terms & Conditions.

b.    Types/Classification ofLeads: TheConsultant classifies ‘Leads’ provided by the SP into the following categories:

i.     Converted Leads: Individuals, organisations or any type oflegal entities who are ready, willing, and capable of proceeding with theConsultant's services.
ii.     Warm Leads: Individuals,organisations or any type of legal entities who are not ready, willing, andcapable of proceeding with the Consultant's services yet, but are highly likelyto be converted with some persuasion from the Consultant
‍iii.     Cold Leads: Individuals, organisations or any type oflegal entities who are not ready, willing, and capable of proceeding with theConsultant's services at all, but are also not likely to be converted to a‘Client’ at all. Such leads require active persuasion for a longer period oftime from the Consultant.
iv.     Dead Leads: Thefollowing individuals, organisations or any type of legal entities, shall beconsidered as ‘Dead Leads’ which are:

1.    Non-existing,
‍2.    Fake,
‍3.    Fraudulent,
‍4.    Invalid,
‍5.    Dormant,
‍6.    Nolonger available,
‍7.    Notgenuine,
‍8.    Doesnot have any contact information or not reachable by any means,
‍9.    Alreadyexecuting or taking such ‘Service’ which was specified by the concerned SP as aprospect,
‍10.  Doesnot require any service of the Consultant at all,
‍11.  Indenial mode of ever speaking to the concerned SP at all,
‍12.  Furthermore,in addition to the list mentioned above, any ‘lead’ shall also be deemed to bea ‘Dead Lead’ if it: (I) Belong to a different industry or genre asopposed to what was specified by the concerned SP, (II) Duplicatein comparison to other leads in the Consultant’s database, (III) Belongsto any other entity, individual or organisation, and the Consultant cannotlegally use them, (IV) Not recent than 12 months’ time, (V) alreadyexists in Consultant's database, (VI)previously submitted by the sameSP,  (VII)provided by another SP or source,(VIII) sold multiple times, (IX)already monetized, (X) Contractuallyrestricted.
‍13.  Anyother reason of like nature by which the Consultant thinks unilaterally that a‘lead’ might be qualified to be a ‘dead lead’.

v.     Such ‘Dead Leads’, as mentioned above, may befurther classified as ‘invalid, fraudulent, unqualified or bad’ by theConsultant unilaterally and unconditionally after due inspection andinvestigation and may lead to the concerned SP’s blacklisting or may lead toreduction of such concerned SP’s Commission rates or termination of theAgreement respectively. Such blacklisting or reduction or termination shall becompletely unilateral from the Consultant’s side and the concerned SP shallhave no right to dispute the said decision.

c.    Preference for ConvertedLeads

i.     Everytype of ‘cold and warm’ leads are acceptable. Nevertheless, the Consultant highlyprefers converted leads. 
ii.     TheSP acknowledges that:

1.    Priority shall always be given tosuch converted leads.
‍2.    Consultant shall not be obligated toentertain ‘Dead Leads’ again and again. If the SP is found to be providing‘Dead Leads’ repetitively, then the Consultant shall have full rights toblacklist the said SP or reduce the commission rate of the concerned SP orterminate the Agreement entirely of the said SP respectively.
‍3.    Commission rates or percentages mayvary if the leads are anything but ‘converted leads’.

d.    Mandatory Criteria forValid Leads: A lead shall be considered valid ONLY if it strictly satisfies ALLof the conditions as mentioned in the ‘Definition’ under Clause-1, satisfiesthe criteria and classification mentioned under Clause-6(a) and (b) above, and also follows satisfies the conditionsas mentioned below:

i.     System Recording Requirement: A Lead must berecorded by the SP in Consultant-approved systems (CRM, Google Sheets, etc.)AND must include complete and accurate details.
ii.     Existence and Market Standing: ALead must belong to a valid, active individual or entity AND must not bedormant, fake, or non-operational.
‍iii.     Mandatory Contact and Identity Information: TheLead must include:

1.    Active and reachable phone number,
‍2.    Active and functional email address,
‍3.    Full name and designation,
‍4.    Association with a legallyidentifiable entity (where applicable),
‍5.    Sufficient identification to verifyauthenticity of the person,
‍6.    Genuine and demonstrable requirementfor Consultant's services.

iv.     Recency Requirement: Lead must notbe older than three (3) months’ time and such duration shall be calculatedfrom date of submission to Consultant. 
v.     Basic Qualification Parameters: ALead may be rejected by the Consultant, if it does not compulsorily have atleast indicative understanding of:

1.    Budget,
‍2.    Authority (decision-makingcapability),
‍3.    Need (genuine requirement),
‍4.    Timeline (approximate urgency),
‍5.    Brief background,
‍6.    Reason for interest,
‍7.    Specific problem to be solved,
‍8.    Expected service requirement,
‍9.    And any other metric which theConsultant shall provide from time to time.

vi.     Non-Rejection Condition: Lead must nothave explicitly rejected Consultant, refused services or blocked or disengaged intentionally.

e.    Internal Inspection,Determination, Audit, and Verification: Consultant'sdetermination, inspection, audit, and verification of all leads, at all times, shallbe final, binding, and non-disputable, and any decision taken afterwardsregarding such internal inspection, verification, audit, and determination,i.e., blacklisting, reduction of commission or termination of Agreement, shallalso be final and binding upon the concerned SP.

i.     TheConsultant shall have full, unilateral, unconditional, and absolute discretionto accept or reject any Lead, determine Lead’s quality and usability, audit Leadsat any time, verify their authenticity, cross-check data sources, and classifythe same as per this Terms & Conditions or according to any relevant metricas the Consultant may deem fit from time to time.
‍ii.     TheSP agrees that submission of any type of Lead does NOT guarantee acceptancefrom the Consultant.

f.    Mandatory SourceDisclosure: All SPs must disclose the exact source of each lead, including butnot limited to, LinkedIn, Cold calling, Website inquiry, Referral, Networking,etc. Such disclosure shall be done in the database provided by the Consultantto such SP accordingly. Failure to disclose source shall render the lead as‘Dead Lead’.
‍g.    Compliance with Lawsand Data Protection

i.     The SP warrants and represents that:

1.    All leads are obtained lawfully, AND
‍2.    They had proper consent (whererequired) and the sourcing of such lead was ethical accordingly, AND
‍3.    No illegal scraping, hacking, orunauthorized extraction is used, AND
‍4.    All data complies with: (I) Dataprotection laws, (II) IT laws, (III) Privacyregulations, AND (IV) DPDP ACT, AND, (V) All other relevant laws of appropriatejurisdiction.

ii.     Indemnity for Data Violations: TheSP shall be fully and solely liable for any penalties, Government actions, legalproceedings, and regulatory violations arising from the data or leads provided.Moreover, the SP shall indemnify and hold harmless the Consultant from all suchconsequences and any dispute in such cases, with third parties shall be solelyborne by the SP.

h.    Lead Exclusivity andNon-Reuse: Once a lead is submitted to Consultant, then such leads shallbecome exclusive to the Consultant upon submission and acceptance, and the SPthen shall not reuse, resell, or redistribute such lead AND shall not engagesuch lead for competing services.
‍i.    Prohibition onMisrepresentation: SP shall not, fabricate interest, misstateclient requirements, create artificial urgency, manipulate lead data, and everyother act of like nature. Such acts shall be treated as fraud and materialbreach of the Agreement and this Terms & Conditions.
‍j.     No Obligation to Act onLeads & Further Process: The Consultant shall have noobligation to contact, pursue or convert any lead provided by the SP at alltimes.

i.     The Consultant shall have full control overlead handling, communication or conversion strategy and the SP shall notinterfere in such process of the Consultant nor independently engage with thesuch lead already transferred to the Consultant at any stage or time, UNLESSspecifically asked/requested by the Consultant respectively.
ii.     Allrecords relating to lead submission, acceptance/rejection, conversion status,etc. shall be final, conclusive, and binding according to Consultant’sstandards and shall be non-disputable by the SP at all times. Any decisiontaken adhering to such record by the Consultant shall also be final and bindingand conclusive.

k.    Restriction on Sourceof Leads: The SP shall strictly ensure that, in addition to the list ofreasons mentioned in Clause-6(b)(iv) above, the leads provided to the Consultant are alsoindependently sourced AND such leads are not derived from other employers,engagements, paid or restricted databases belonging to third parties. In caseof any dispute, claim, or conflict arising from such leads due to such reasons,then the SP shall be solely and fully responsible, legally and financially.
‍l.    Immediate Terminationfor Breach: Any breach of this whole Clause shall constitute material breach ofthe Agreement and this Terms & Conditions and shall entitle the Consultantto immediately terminate the Agreement and any active DCC Ack. without noticeor liability of the concerned SP. Such decision shall be final, conclusive andbinding.
‍m.     Survival of Obligations: This Clause shall survive termination and expiry of the Agreement
‍n.    Absolute Acknowledgment:The SP confirms that:

i.     Theyhave read this whole Clause in full and are in full agreement with the samewithout any conditions. 
ii.     Theyfully understand the strict lead requirements.
iii.     Theyaccept all validation conditions.
iv.     Theyshall not dispute Consultant's decisions.

a.    Absolute Non-CircumventionObligation: The SP shall, during the term of theAgreement and at all times thereafter, not directly or indirectly, whetherpersonally or through any third party:

i.     Deal, engage, communicate, negotiate, or transact withany Client, prospective Client, lead, or entity introduced, referred, orassociated with the Consultant, outside the scope and control of the Consultant. 
ii.     Circumvent, bypass, undermine, or attempt to bypass theConsultant in any manner whatsoever.
iii.     Divert, solicit, or attempt to divert any businessopportunity, transaction, or revenue belonging to or associated with the Consultant. 
iv.     Use the Consultant’s name to gain financial or otherbenefits unknown to the Consultant at all times.
v.     Establish independent commercial relationships with suchClients for the same or similar services.

b.    Strict Prohibition on PaymentHandling

i.     The SP shall under no circumstances:

1.    Collect,receive, or accept any money, advance, fee, commission, or consideration of anynature from a ‘Lead’ or a ‘Client’ or any individual in the Consultant’s name,
‍2.    Use personal orthird-party bank accounts for business or other personal transactions of anynature with a ‘Lead’ or a ‘Client’ or any individual in the Consultant’s nameor otherwise,
‍3.    Issue receipts,confirmations, or assurances of payment of any nature from a ‘Lead’ or a‘Client’ or any individual in the Consultant’s name or otherwise.

ii.     All payments must be made exclusively to the officialbank account of the Consultant (Refer to Annexure-B)
iii.     Any violation shall render such transaction illegal,unauthorized, and non-recognizable, with no commission entitlement AND shallmake the SP to be legally liable, as and when required.

c.    No Misuse of Position orInformation: The SP shall not:

i.     Use client’s or the individual’s information, contacts,or relationships gained through the Consultant in the process of being a SP.
‍ii.     Leverage insider knowledge for personal or third-partybenefit.
iii.     Approach the Consultant’s Clients under any othercapacity or entity.

d.    Non-Solicitation of Client

i.     The SP shall not, during the term and for a period of 24(twenty-four) months post termination of the Agreement:

1.    Solicit, engage,or attempt to engage any Client or lead of the Consultant.
‍2.    Offer competingor similar services.

ii.     This restriction applies irrespective of whether the dealwas closed or not, the lead was converted or acted upon or not, and whether theSP was directly involved or not.

e.    Ownership of Clients: All Clients, leads, and business opportunities, bought inover by the SP during the term of his/her/their Agreement to the Consultant, shallremain the sole and exclusive property of the Consultant. The SP shall have noownership or continuing rights post introduction or transfer of such leads,Clients or business opportunities.
‍f.    Consequences of Breach:

i.     The SP agrees that breach of this Clause shall causeirreparable harm to the Consultant. 
ii.     Any violation of this whole Clause shall constitute materialbreach and fraudulent conduct and shall entitle the Consultant to:

1.    Immediatetermination of the Agreement without notice to the concerned SP.
‍2.    Immediatetermination of all DCC Acks.
‍3.    Withholding ofall pending commissions, if required.
‍4.    Recovery of anycommissions already paid, if required.
‍5.    Initiation ofcivil and/or criminal legal proceedings.
‍6.    Claim damages,losses, and loss of business opportunity from the SP, as required.
‍7.    Blacklisting ofthe SP.

iii.     The Consultant shall have the right to seek immediateinjunction or restraining orders without the need to prove actual damages.

g.    Survival of Clause:  This wholeClause shall survive termination or expiry of the Agreement and continue toremain binding and enforceable.
‍h.    Absolute Acknowledgment: The SP confirms that:

i.     This wholeClause is fundamental to the Agreement.
ii.     Theyfully understand and accept its strict nature.
‍iii.     Anybreach shall invite severe legal consequences.

a.    "Confidential Information" shall include every bit ofinformation or communication transferred, whether digitally or physically, inwriting or orally, , directly or indirectly, by the Consultant or by anyrepresentative of the Consultant, to the concerned SP. It may include thefollowing, but is not limited to:

i.     Client data, leads, contact details,
ii.     Pricing, quotations, financialinformation,
‍iii.     Business models, strategies,processes, and methodologies,
iv.     Internal documents, communications, digitalportals, processes and systems,
‍v.     Commission structures, agreements, andcommercial terms,
‍vi.     Any non-public, proprietary, orsensitive information of the Consultant, and 
vii.     Any other information which theConsultant deems fit to include as and when required.

b.    Non-DisclosureObligation: The SPshall peep all Confidential Information strictly confidential and not disclose,share, transfer, publish, or communicate such information to any third partyunder all circumstances. This restriction applies to individuals, companies, competitorsand any external or internal unauthorized person.
‍c.    RestrictedUse: The SP shall useConfidential Information solely and exclusively for the limited purpose ofperforming obligations under the Agreement. He/She/They shall not use suchinformation for personal benefit or for competing businesses or for any purposenot expressly authorized or for any other purposes which includes sharing ofsuch data to anyone but the Consultant or the SP themselves.
‍d.     Protectionand Handling of Data: TheSP shall take all reasonable measures to safeguard Confidential Information andprevent unauthorized access, copying, or duplication. He/She/They shall not storedata in unsecured systems, share data via unapproved platforms or retainunnecessary copies of the same.
‍e.    Return andDeletion of Information: Upon termination of the Agreement by either the SP or the Consultant, orupon request by the Consultant, the SP shall immediately return all data,documents, and materials, permanently delete all digital copies and confirmcompliance if required and asked by the Consultant respectively.
‍f.    No Retentionor Use Post-Termination: The SP shall not retain any client data, contact or use such informationpost termination of the Agreement, or claim any right over such informationpost termination of the Agreement.
‍g.     Consequences of Breach:

i.     The SP agrees that breach of this whole Clause shallcause irreparable harm to the Consultant.
ii.     Any violation of this whole Clause shall constitute materialbreach and fraudulent conduct and shall entitle the Consultant to:

1.    Immediatetermination of the Agreement without notice to the concerned SP.
‍2.    Immediatetermination of all DCC Acks.
‍3.    Withholding ofall pending commissions, if required.
‍4.    Recovery of anycommissions already paid, if required.
‍5.    Initiation ofcivil and/or criminal legal proceedings.
‍6.    Claim damages,losses, and loss of business opportunity from the SP, as required.
‍7.    Blacklisting ofthe SP.

iii.     The Consultant shall have the right to seek immediateinjunction or restraining orders without the need to prove actual damages.

h.    Indemnity: The SP shall indemnify and holdharmless the Consultant from, any loss, damage, claim, or liability arising outof breach of confidentiality Clause in this Terms & Conditions, includingthird-party claims and regulatory actions.
‍i.    Survival of Clause:  This wholeClause shall survive termination or expiry of the Agreement and continue toremain binding and enforceable.
‍j.     Absolute Acknowledgment: The SP confirms that:

i.     This wholeClause is fundamental to the Agreement. 
ii.     Theyfully understand and accept its strict nature.
iii.     Anybreach shall invite severe legal consequences.

a.    Limited and Revocable Authorization:

i.     The SP is granted a limited, non-exclusive, non-transferable, and fully revocableauthorization to use the name, brand, and identity of the Consultant strictlyand solely for authorised sales facilitation purposes under the Agreement. Suchauthorization:

1.    Does not create any ownership, right, title,or interest in the Consultant's name, brand, or goodwill,
‍2.    Shall be exercised strictly in accordancewith the instructions and policies of the Consultant, as when provided by theConsultant.
‍3.    Can be taken away by the Consultant from theconcerned SP at any time, even during the subsistence of the Agreement or DCCAck., without any reason or confirmation or acceptance from the SP. When oncetaken away, the SP then shall be under the breach of ‘Confidentiality’ Clauseunder Clause-8 of this Terms & Conditions, if the concerned SP uses thesame from such point onwards.

b.    Absolute Restriction on Representation:

i.     TheSP shall not, under any circumstances:

1.    Represent themselves as an employee,partner, director, or authorized signatory of the Consultant,
‍2.    Make any binding commitments, promises,guarantees, or assurances on behalf of the Consultant,
‍3.    Use any designation, visiting card, emailID, letterhead, or communication that implies authority beyond what isexpressly permitted,
‍4.    Issue quotations, invoices, contracts, orconfirmations in the name of the Consultant.

ii.     Anysuch acts mentioned above shall be deemed Unauthorized, invalid, andnon-binding on the Consultant, and shall directly constitute a material breachof the Agreement and this Terms & Conditions.

c.    ControlledUse of Brand and Communication: TheSP shall ONLY use only approved materials, scripts, and communication formats(if provided) and maintain accuracy, professionalism, and integrity in allcommunications. Furthermore, the SP shall not, under any circumstances, alter,modify, or misuse branding materials of the Consultant, create unofficialmarketing content or representations or use the Consultant’s name inadvertisements, public platforms, or promotions without prior written approval.
‍d.    AbsoluteRight of Revocation:

i.     The Consultant shall have the full, unilateral, unconditional, and absolute rightto revoke the SP’s authorization to use its name, brand, or identity at anytime AND for any reason or no reason at all. The SP acknowledges such right ofunilateral and complete revocation in full.
‍ii.     Suchrevocation may be simply communicated via:

1.    Email, or
‍2.    WhatsApp or like medium,
‍3.    Written notice, or
‍4.    Any official communication channel.

iii.     Revocationshall take effect immediately upon dispatch of such communication from theConsultant’s side. 
iv.     TheSP’s consent or acknowledgment or acceptance or even knowledge shall not berequired for such revocation to be valid and effective.

e.    Misuse, ProhibitedConduct & Breach of this Whole Clause:

i.     Misuse, misconduct, misbehaviour, rude-behaviourshall include, but not be limited to:

1.    Bad mouthing, defamation, or negative statements about the Consultant;
‍2.    Fraudulent conduct or deception;
‍3.    Misrepresentation of services, pricing, or authority;
‍4.    Unauthorized commitments or promises;
‍5.    Using the Consultant’s name for personal gain or third-party benefit;
‍6.    Engaging in unethical, misleading, or unlawful sales practices.

ii.     The SP agrees that breach of this whole Clause shallcause irreparable harm to the Consultant. Any breach of such misuse, misconduct, misbehaviour orrude-behaviour shall directly mean material breach of the Agreement and thisTerms & Conditions and shall entitle the Consultant to:

1.    Immediatetermination of the Agreement without notice to the concerned SP.
‍2.    Immediatetermination of all DCC Acks.
‍3.    Withholding ofall pending commissions, if required.
‍4.    Recovery of anycommissions already paid, if required.
‍5.    Initiation ofcivil and/or criminal legal proceedings.
‍6.    Claim damages,losses, and loss of business opportunity from the SP, as required.7.    Blacklisting ofthe SP.

iii.     The Consultant shall have the right to seek immediateinjunction or restraining orders without the need to prove actual damages.

f. Post-Revocation Obligations: Uponrevocation or termination of the Agreement, the SP shall:

i.     Immediately cease using the Consultant’s name, brand, oridentity.
ii.     Remove all references from communication channels,documents, and materials.
iii.     Not represent any ongoing association.

g.    Indemnity:The SP shall indemnify and hold harmless the Consultantfrom any loss, damage, claim, or liability arising out of misuse of name,brand, or authority.
‍h.    Survival of Clause:  This wholeClause shall survive termination or expiry of the Agreement and continue toremain binding and enforceable.
‍i.     Absolute Acknowledgment:The SP confirms that:

i.     This whole Clause is fundamental to the Agreement.
ii.     They fully understand and accept its strict nature.
iii.     Any breach shall invite severe legal consequences.

a.    Mandatory Useof Consultant Systems

i.     TheSP shall compulsorily:

1.    Use and maintain all official systems,portals, CRM tools, and Google Sheets (or any other platform) provided orapproved by the Consultant.
‍2.    Accurately record and update all leads,communications, transactions, deal progress, and relevant information inreal-time or as instructed by the Consultant.
‍3.    Strictly follow all processes, formats, anddata-entry protocols prescribed by the Consultant.
‍4.    Execute all tasks, updates, and actions asdirected by the Consultant from time to time for smooth functioning.

ii.     Duringthe term of the Agreement and even post termination the SP shall not:

1.    Use any parallel, personal, or unauthorizedsystem for maintaining business records.
‍2.    Maintain undisclosed records or off-systemdata relating to Consultant's business.
‍3.    Replicate, copy, or adapt Consultant’sinternal systems, workflows, or processes.
‍4.    Use Consultant’s frameworks, scripts, oroperational methods for external or personal use.
‍5.    Use knowledge gained from the Consultant tobenefit competing or similar businesses
‍6.    Share business insights, pricing strategies,or operational methods.

b.    Accuracy,Completeness, and Timeliness: The SP shall ensure that all data entered is accurate, complete,up-to-date and free from manipulation or misrepresentation. Any delay,omission, or incorrect entry shall be treated as non-compliance and potentialbreach of the Agreement and this Terms & Conditions.
‍c.    System-BasedValidation and Dependency:

i.     Only those records which are enteredinto the Consultant’s official systems as provided AND most importantly, verifiedand accepted by the Consultant shall be considered valid for all purposes,including lead validity, commission eligibility and performance evaluation.
ii.     Any information not recorded in suchsystems shall be deemed non-existent from the Consultant’s perspective, andshall be treated as if such information was not recorded at all.

d.    Finality andBinding Nature of Consultant Records:

i.     All records, data, calculations, anddeterminations maintained by the Consultant, whether digitally or physically,shall be final, conclusive, and binding. Such records shall not be disputed bythe SP at any time and shall be binding upon such concerned SP at all times.
ii.     The SP expressly agrees that suchrecords shall not be disputed except in case of manifest clerical error and noparallel records maintained by the SP shall have any evidentiary value.
iii.     All data, records, digital portals,and information provided by the Consultant, shall remain the exclusive propertyof the Consultant and the SP shall have no ownership rights and no right to copy,extract, or reuse such data during the term of the Agreement and even after itstermination.
iv.     Immediate Revocation of Access: TheConsultant may suspend or revoke system access, general access, or full access,or restrict usage, delete, alter, change any type of data connected to theconcerned SP, at any time, without notice or reason.

e.    Audit,Monitoring, and Control Rights

i.     The Consultant shall have the absoluteright to:

1.    Monitor all SP activities.
‍2.    Audit records and system usage.
‍3.    Verify accuracy and authenticity of entries.
‍4.    Review the performance of the SP and evaluate them accordingly (as perAnnexure-C).

ii.     The SP shall fully cooperate with suchaudits, provide clarifications as required, and shall accept the Performancebased Review provided by the Consultant, without any conditions.
iii.     Non-cooperation shall constitute Materialbreach of the Agreement and this Terms & Conditions and shall be dealtaccordingly.

f.    Data Securityand Access Control

i.     The SP shall maintain confidentialityof login credentials, prevent unauthorized access or sharing and use systemsonly for authorised purposes.
ii.     The SP shall be fully responsible formaintaining the confidentiality of the digital portal (if provided by theConsultant). The Consultant takes all precautions to the best of their abilityto secure the said digital portal of the SP. Nevertheless the Consultant shallnot be held responsible or liable if any third-party happens to have access tosuch digital portal of the concerned SP because of any reason unknown to theConsultant or because of any carelessness of the concerned SP themselves.
iii.     The SP shall not share accesscredentials, allow third-party usage or tamper with system data.

g.    DetailedProcesses: Responsibilities,duties, day-to-day activities, what is needed from the SP, how the SP shall bereviewed based on their performance and the data entered by them, assessment ofthe quality of the leads provided by SP, how the SP should enter their data, inwhat form, manner and time, when to update information as required, and allsuch like features and elements shall be mentioned in the detailed in Annexure-C at the end of the Terms &Conditions and the Agreement.
‍h.    Consequences of Breach:

 i.     The SP agrees that breach of this whole Clause shallcause irreparable harm to the Consultant.ii.     Any violation of this whole Clause shall constitute materialbreach and fraudulent conduct and shall entitle the Consultant to:

1.    Immediatetermination of the Agreement without notice to the concerned SP.
‍2.    Immediatetermination of all DCC Acks.
‍3.    Withholding ofall pending commissions, if required.
‍4.    Recovery of anycommissions already paid, if required.
‍5.    Initiation ofcivil and/or criminal legal proceedings.
‍6.    Claim damages,losses, and loss of business opportunity from the SP, as required.7.    Blacklisting ofthe SP.

iii.     The Consultant shall have the right to seek immediateinjunction or restraining orders without the need to prove actual damages.

i    Indemnity: The SP shall indemnify and holdharmless the Consultant from, any loss, damage, claim, or liability arising outof breach of this whole Clause in this Terms & Conditions, includingthird-party claims and regulatory actions.
‍j.    Survival of Clause:  This wholeClause shall survive termination or expiry of the Agreement and continue toremain binding and enforceable.
‍k.     Absolute Acknowledgment: The SP confirms that:

i.     This wholeClause is fundamental to the Agreement.
ii.     Theyfully understand and accept its strict nature.
iii.     Anybreach shall invite severe legal consequences.

a.    IndependentTax Responsibility

i.     The SP shall be solely, fully, and exclusively responsible for:

1.    Payment of all applicable income tax onearnings under the Agreement, along with relevant DCC Ack. (if any),
‍2.    Compliance with Goods and Services Tax (GST)laws, including registration (if applicable), invoicing, filing, and payment,
‍3.    All other statutory, regulatory, and legalcompliances applicable to their engagement.

ii.     TheConsultant shall have no responsibility, obligation, or liability whatsoever inrespect of the SP’s tax or statutory obligations.

b.    Nature ofPayments: All payments made tothe SP by the Consultant shall be treated as professional/contractual income,and not as salary, wages, or employment compensation. Nothing in the Agreementor this Terms & Conditions shall be construed to create employerobligations under tax or labour laws OR impose withholding obligations beyondthose mandated by law.
‍c.    Tax Deductionat Source (TDS):

i.     TheConsultant shall have the right to Deduct Tax Deducted at Source (TDS) as perapplicable laws and deposit such TDS with the appropriate authorities.
 ii.     TheSP shall accept such deductions without dispute and claim credit in their owntax filings.
iii.     TDScertificates (if applicable) shall be issued in due course as per law.

d.    GST andInvoicing Compliance:

i.     TheSP shall issue valid tax invoices in compliance with GST laws (if applicable),clearly mention GSTIN (if registered) and ensure correctness of all invoicedetails.
ii.     Itis compulsory for the SP to provide a valid and legal invoice (with or withoutGST) to the Consultant at the time of release of due commissions to theconcerned SP. Without such invoice, no commission shall be released under anycircumstances from the Consultant respectively.
iii.     TheConsultant shall not be liable for any incorrect or non-compliant invoice and denialof input tax credit due to SP’s non-compliance.
iv.     Incase GST is applicable and not properly complied with, then the Consultant maywithhold payment of commission until such compliance is rectified.

e.    No Liability for Non-Compliance:

i.     TheSP shall be solely responsible for any penalties, interest, notices, orproceedings arising out of their failure to comply with tax or statutory laws. 
ii.     TheConsultant shall not be liable under any circumstances for SP’s tax defaults,misclassification claims or regulatory actions.

f.    Indemnity forTax Exposure: The SP shall indemnify and hold harmless theConsultant from any claims, demands, losses, penalties, or liabilities arisingdue to SP’s failure to comply with tax or statutory requirements, includingthird-party or government claims.
‍g.    Right to WithholdPayments: The Consultant shall have the right to withhold or deferpayments and seek clarification or documentation, in case of tax ambiguity,non-compliance or regulatory risks.
‍h.     No Employment-Related Tax Claims: The SP agrees that no claim shall be made alleging employment for tax orcompliance purposes and no demand shall be raised against the Consultant foremployee-related contributions.
‍i.    Consequences of Breach:

i.     The SP agrees that breach of this whole Clause shallcause irreparable harm to the Consultant.
‍ii.     Any violation of this whole Clause shall constitute materialbreach and fraudulent conduct and shall entitle the Consultant to:

1.    Immediatetermination of the Agreement without notice to the concerned SP.
‍2.    Immediatetermination of all DCC Acks.
‍3.    Withholding ofall pending commissions, if required.
‍4.    Recovery of anycommissions already paid, if required.
‍5.    Initiation ofcivil and/or criminal legal proceedings.
‍6.    Claim damages,losses, and loss of business opportunity from the SP, as required.7.    Blacklisting ofthe SP.

iii.     The Consultant shall have the right to seek immediateinjunction or restraining orders without the need to prove actual damages.

j.    Indemnity: The SP shall indemnify and holdharmless the Consultant from, any loss, damage, claim, or liability arising outof breach of this whole Clause in this Terms & Conditions, includingthird-party claims and regulatory actions.
‍k.    Survival of Clause:  This wholeClause shall survive termination or expiry of the Agreement and continue toremain binding and enforceable.
‍l.     Absolute Acknowledgment: The SP confirms that:

i.     This wholeClause is fundamental to the Agreement. 
ii.     Theyfully understand and accept its strict nature.
iii.     Anybreach shall invite severe legal consequences.

a.    The following acts or omissions by the Client(introduced directly or indirectly by the concerned SP)  shall be considered as ‘Claw-Back Events’:

i.     Seeks ordemands refund (full or partial),
ii.     Raisesany dispute, complaint, or dissatisfaction, 
iii.     Cancels,terminates, or withdraws from services,
iv.     Pauses,delays, or suspends services for any reason whatsoever, 
v.     Causesoperational, reputational, financial, or administrative inconvenience or lossto the Consultant,
vi.     Delayspayment of Fee/Service-Amount for any reason, 
vii.     Becomesnon-responsive, uncooperative, or prolongs service timelines, 
viii.    Initiates or is involved in any legal,regulatory, or third-party proceedings, 
ix.     Is inbreach of the Terms & Conditions, policies, MoU, and all other legaldocuments of the Consultant, 
x.     Engagesin any conduct which, in the sole opinion of the Consultant, adversely affectsthe transaction or relationship or affect the reputation of the Consultant, 
xi.     Causessuch disturbance which dismantles, hinders or stops or delays the receiving ofthe decided Fee/Service-Amount under the DCC Ack. to the Consultant’s officinalBank Account (Annexure-B)

b.    Absolute Right of the Consultant in Case of Claw-Back Events: Uponoccurrence of a Claw-Back Event, the Consultant shall have the full,unilateral, unconditional, and absolute right, at its sole discretion, to:

i.     Withholdany pending commission to such concerned SP, 
ii.     Adjustagainst future commissions to such concerned SP, 
iii.     Reversecommission already accrued but not paid to such concerned SP, 
 iv.     Recoverpreviously paid commission (if required) from such concerned SP,  or
v.     Forfeitdue commissions to such concerned SP (if required).
vi.     The SP agrees to refund such amounts (commissions already paid) in case of exceptional disputes with mutual acceptance for smooth workflow and goodwill.

c.    Recovery of Paid Commission: In case commission has already been paid by the Consultant, then the SPshall immediately refund such amount upon demand, as and when required. TheConsultant may recover such amount by adjustment against future commissions orthrough direct recovery proceedings. The SP shall not dispute such recoveryexcept in case of manifest error.
d.    Duration of Withholding or Adjustment: Anywithholding, adjustment, or reversal shall continue until the issue is fullyand finally resolved and such related cases shall be  determined solely by the Consultant only. TheSP shall have no right to demand immediate release of such commission under anycircumstances. If need be, the Consultant may loop in the concerned SP topersuade the concerned Client to resolve any pending issues.
‍e.     No Liability of Consultant: The Consultant shall not be liable for any loss of commission, delay incommission or non-payment due to Claw-Back Event(s). The SP acknowledges thatcommission is conditional, contingent, and subject to business risk, theAgreement and this Terms & Conditions.
‍f.    No Requirement of Proof or Final Adjudication: TheConsultant’s decision to invoke this whole Clause shall not require courtjudgment or external validation and shall be based on its reasonable commercialjudgment. Such decision shall be final and binding.
‍g.    Consequences of Breach:

i.     The SP agrees that breach of this whole Clause shallcause irreparable harm to the Consultant.
ii.     Any violation of this whole Clause shall constitute materialbreach and fraudulent conduct and shall entitle the Consultant to:

1.    Immediatetermination of the Agreement without notice to the concerned SP.
‍2.    Immediatetermination of all DCC Acks.
‍3.    Withholding ofall pending commissions, if required.
‍4.    Recovery of anycommissions already paid, if required.
‍5.    Initiation ofcivil and/or criminal legal proceedings.
‍6.    Claim damages,losses, and loss of business opportunity from the SP, as required.7.    Blacklisting ofthe SP.

iii.     The Consultant shall have the right to seek immediateinjunction or restraining orders without the need to prove actual damages.

h.    Indemnity: The SP shall indemnify and holdharmless the Consultant from, any loss, damage, claim, or liability arising outof breach of this whole Clause in this Terms & Conditions, includingthird-party claims and regulatory actions.
‍i.    Survival of Clause:  This wholeClause shall survive termination or expiry of the Agreement and continue toremain binding and enforceable.
‍j.     Absolute Acknowledgment: The SP confirms that:

i.     This wholeClause is fundamental to the Agreement.
ii.     Theyfully understand and accept its strict nature.
iii.     Commissionis not guaranteed income.
iv.     It issubject to full lifecycle performance of the Client.
v.     Anybreach shall invite severe legal consequences.

a.    Definition of Misconduct & Misbehaviour: The following acts or omissions bythe SP shall constitute Misconduct & Misbehaviour, material breach of theAgreement and this Terms & Conditions, and ethical violation, including butnot limited to:

i.     Fraud,cheating, or dishonest conduct of any nature,
ii.     Misrepresentationof services, pricing, authority, or affiliation,
iii.     Datamisuse, unauthorized access, sharing, or leakage of confidential information,
iv.     Clientdiversion, circumvention, or side-dealing,
v.     Anyact causing reputational harm, defamation, or loss of goodwill to theConsultant,
vi.     Unauthorizedcommitments, assurances, or promises made to Clients,
vii.     Violationof any Clause of the Agreement or this Terms & Conditions or relatedpolicies, 
viii.    Submission of fake, duplicate, or misleadingleads or records, 
ix.     Engagingin unethical, illegal, or deceptive sales practices,
x.     Non-compliancewith systems, reporting, or operational instructions,
xi. Harassment,abusive behaviour, or unprofessional conduct with prospective-Clients, Clients,Leads, or Consultant representatives, 
xii.     Anyact or omission which, in the sole opinion of the Consultant, adversely affectsits business, operations, or reputation.

b.    ImmediateTermination Rights

i.     Uponoccurrence of any Misconduct & Misbehaviour, the Consultant shall have thefull, unilateral, unconditional, and absolute right to:

1.    Terminate the Agreement AND any ongoing DCCAck., immediately,
‍2.    Without prior notice,
‍3.    Without providing any reason, explanation,or hearing,
‍4.    With a simple communication of the same.Such termination may be communicated via official email or in writing or anyother official mode of communication.

ii.     Terminationshall be effective immediately upon dispatch of such communication from theConsultant.
iii.     TheSP’s consent or acknowledgment shall not be required under any circumstances.

c.    Immediate Consequences of Misconduct & Misbehaviour: Upon suchtermination:

i.     Allrights, access, and authorizations granted to the SP shall stand immediatelyrevoked. 
ii.     Allongoing DCC Acks shall stand terminated.
iii.     TheSP shall immediately cease all interaction with Clients, prospective-Clients,Leads, on behalf of the Consultant. 
iv.     TheSP shall return/delete all data, documents, and materials.

d.    Financial Consequences:

i.     The Consultant shall have the right to:

1.    Withhold any pending commissions, or
‍2.    Cancel unpaid commissions, or
‍3.    Invoke claw-back provisions, or
‍4.    Recover any losses or damages.

ii.     However, only such commission (if any)that is fully earned, undisputed and not impacted by misconduct or misbehaviourmay be paid at the sole discretion of the Consultant.

e.    No Right toClaim or Challenge: TheSP agrees that no claim, compensation, or damages shall arise due to suchtermination, no right to hearing, appeal, or reinstatement shall exist and theConsultant’s decision shall be final and binding.
‍f.    Legal andOther Remedies: TheConsultant shall have the right to initiate civil and/or criminal proceedings,seek damages and compensation, obtain injunctive relief or blacklist the concernedSP.
‍g.     Indemnity: The SP shall indemnify and holdharmless the Consultant from, any loss, damage, claim, or liability arising outof breach of this whole Clause in this Terms & Conditions, includingthird-party claims and regulatory actions.
‍h.    Survival of Clause:  This wholeClause shall survive termination or expiry of the Agreement and continue toremain binding and enforceable.
i.    Absolute Acknowledgment: The SP confirms that:

i.     This wholeClause is fundamental to the Agreement.
ii.     Strictprofessional conduct is mandatory.
iii.     Anymisconduct & misbehaviour shall attract immediate and severe consequences.
iv.     TheConsultant’s interests shall remain fully protected.
v.     Anybreach shall invite severe legal consequences.

a.    OverridingNature of Termination Rights: All termination rights provided underthis Terms & Conditions and the Agreement shall be read harmoniously andenforced through this Clause. In case of conflict, the interpretation anddecision of the Consultant shall be final, binding, and conclusive.
‍b.    Terminationby Consultant (Absolute Rights):

i.     The Consultant shall have the full,unilateral, unconditional, and absolute right to terminate the Agreement:

1.    At any time, with or without cause, for any reason,
‍2.    With a 7 (seven) days’ notice, OR
‍3.    Immediately without notice in cases of breach, misconduct, or asotherwise provided in the Agreement.

ii.     Such termination shall:

1.    Not require any prior hearing, explanation, or justification,
‍2.    Not require consent, acknowledgment, or acceptance of the SP.

iii.     Termination shall be communicated via:

1.    Official email,
‍2.    Written notice,
‍3.    Any other official mode of communication.

iv.     Termination shall be deemed effectiveimmediately upon dispatch or upon expiry of notice period, as applicable.

c.    Terminationby SP (Restricted Right):

i.     The SP may request termination byproviding 7 (seven) days’ prior written notice. Such termination shall be:

1.    Subject to mandatory acceptance and approval by the Consultant.
‍2.    Ineffective unless acknowledged by the Consultant.

ii.     The Consultant reserves the right to:

1.    Reject such request,
‍2.    Waive or shorten the notice period.
‍3.    Immediately restrict access and authority.

d.    Immediate Effects of Termination:

i.     Upon termination of the Agreement forany reason all rights, authority, and permissions granted to the SP by theConsultant shall stand immediately revoked.
ii.     The SP shall:

1.    Immediately cease representing the Consultant,
‍2.    Stop all communications with Clients, prospective-Client, any lead, onbehalf of the Consultant,
‍3.    Return or delete all confidential information and records,
‍4.    Refrain from using the Consultant’s name, brand, or systems.

iii.     All DCC Acks shall stand terminatedautomatically.

e.    Commission Post Termination:

i.     Upon termination, the SP shall beentitled ONLY to such commission (if any) that is:

1.    Fully earned, AND
‍2.    Based on actual receipt of full payment, AND
‍3.    Not disputed, reversed, or subject to claw-back.

ii.     All commission calculations shall be solelydetermined by the Consultant and shall be final and binding.
iii.     No commission shall be payable for:

1.    Future payments,
‍2.    Pending conversions,
‍3.    Pipeline or prospective deals,
‍4.    Disputed or refunded transactions.
‍5.    Or any other reason which the Consultant deems fit.

f.    No FurtherClaims or Liability

i.     Except for eligible due commission (ifany), the Consultant shall have no liability whatsoever of any nature.
ii.     The SP expressly waives all rights toclaim compensation, damages, loss of opportunities, future earnings, Goodwillor relationship value.

g.    Right toWithhold and Adjust: TheConsultant shall have the right to withhold payments, adjust commissions orinvoke claw-back provisions as per the terms of the Agreement and this Terms& Conditions.
‍h.    No Challengeto Termination: TheSP agrees that:

i.     Termination by the Consultant shallnot be challenged except under applicable law.
ii.     No reinstatement or continuationrights shall arise.
iii.     The Consultant’s decision shall befinal and binding.

i.    Consequences of Breach:

i.     The SP agrees that breach of this whole Clause shallcause irreparable harm to the Consultant.
‍ii.     Any violation of this whole Clause shall constitute materialbreach and fraudulent conduct and shall entitle the Consultant to:

1.    Immediatetermination of the Agreement without notice to the concerned SP.
‍2.    Immediatetermination of all DCC Acks.
‍3.    Withholding ofall pending commissions, if required.
‍4.    Recovery of anycommissions already paid, if required.
‍5.    Initiation ofcivil and/or criminal legal proceedings.
‍6.    Claim damages,losses, and loss of business opportunity from the SP, as required.
‍7.    Blacklisting ofthe SP.

iii.     The Consultant shall have the right to seek immediateinjunction or restraining orders without the need to prove actual damages.

j.    Indemnity: The SP shall indemnify and holdharmless the Consultant from, any loss, damage, claim, or liability arising outof breach of this whole Clause in this Terms & Conditions, includingthird-party claims and regulatory actions.
‍k.    Survival of Clause:  This whole Clauseshall survive termination or expiry of the Agreement and continue to remainbinding and enforceable.
‍l.     Absolute Acknowledgment: The SP confirms that:

i.     This wholeClause is fundamental to the Agreement.
ii.     This isa revocable, performance-based engagement. 
 iii.     Terminationrights of the Consultant are broad and absolute.
iv.     Noexpectation of continuity or security exists.
v.     Anybreach shall invite severe legal consequences.

a.    Meaning and Scope of Blacklisting:

i.     "Blacklisting"shall mean the permanent or temporary disqualification of the SP from anypresent or future engagement with the Consultant.
ii.     TheConsultant shall have the full, unilateral, unconditional, and absolute rightto:

1.    Place any SP on its internal blacklist.
‍2.    Determine the duration (temporary orpermanent).
‍3.    Maintain such records internally withoutdisclosure.

iii.     Thedecision to blacklist by the Consultant shall be final, binding, andnon-disputable, and shall not require justification, explanation, or hearing.

b.    Grounds for Blacklisting: ‍

i.     Inaddition to the list mentioned under Clause-13(a), the SP shall be blacklisted in case of:

1.    Any acts or omissions which may be mentionedin various Clauses in the Agreement or this Terms & Conditions;
‍2.    Repetitive breaches of any Clause of theAgreement or this Terms & Conditions;
‍3.    Any misconduct, misbehaviour, or unethicalconduct;
‍4.    Fraud, misrepresentation, or data misuse;
‍5.    Client diversion or non-circumventionbreach;
‍6.    Submission of fake, duplicate, or misleadingleads;
‍7.    Non-compliance with systems, reporting, orinstructions;
‍8.    Any act or omission which, in the soleopinion of the Consultant, adversely affects its business, operations, reputation,or financial interests.

ii.     Suchactions shall be effected through, email or any official mode of communicationand the same shall be without notice, consent, or hearing.

c.    Disqualificationfrom Future Engagement:

i.     Ablacklisted SP shall not be eligible to re-apply or re-engage under anycircumstances and not claim any right to future association.
ii.     Removalfrom blacklist (if any) shall be at the sole, absolute, and discretionarydecision of the Consultant, without obligation to provide reasons.

d.    Financial Consequences:

i.     Uponblacklisting, any pending commissions may be withheld, adjusted, or cancelled,Claw-back provisions may be invoked or losses and damages may be recovered, ifany and if required by the Consultant.
ii.     Exception: Only such commissions (if any) thatis, fully earned, based on actual receipt of funds, or have not impacted bybreach or dispute MAY be paid at the sole discretion of the Consultant.

e.    No Right to Challenge or Claim: TheSP agrees that:

i.     Blacklisting shall not be challengedexcept under applicable law.
ii.     No claim for damages, compensation, orreinstatement shall arise.
iii.     The Consultant's decision shall befinal and binding.

f.    Indemnity: The SP shall indemnify and holdharmless the Consultant from, any loss, damage, claim, or liability arising outof breach of this whole Clause in this Terms & Conditions, includingthird-party claims and regulatory actions.
g    Survival of Clause:  This wholeClause shall survive termination or expiry of the Agreement and continue toremain binding and enforceable.
‍h.     Absolute Acknowledgment: The SP confirms that:

i.     This wholeClause is fundamental to the Agreement.
ii.     Blacklistingis a critical business protection mechanism.
iii.     TheConsultant’s discretion in this regard is absolute.
iv.     Strictcompliance is mandatory to avoid such consequences.
v.     Anybreach shall invite severe legal consequences.

a.    Mandatory Nature of DCC Ack.:

i.     Eachand every deal, transaction, or engagement arising out of any lead, referral,or introduction by the Salesperson SP shall be compulsorily governed by awritten document titled "Deal Confirmation & Commission Acknowledgment(DCC Ack.)" .
ii.     TheDCC Ack. shall be mandatory, deal-specific and executed separately for each ofsuch transaction or engagement.

b.    Pre-Conditionto Any Commission:

i.     Nocommission of any nature whatsoever shall arise, accrue or be payable unless avalid DCC Ack. has been executed, signed by both the Parties, prior tocommencement of services or order execution from the Consultant to theconcerned Client
‍ii.     Inabsence of a duly executed DCC Ack. the SP shall have no claim, right, orentitlement to any commission under any circumstances. 
iii.     Themere signing of the Agreement by a SP shall not make him/her/them qualified forany commission automatically. The properly execute DCC Ack. is compulsorilyrequired at all times as a pre-condition to any commission.

c.    Binding Nature and Supremacy:

i.     TheDCC Ack. shall form an integral part of the Agreement and this Terms &Conditions, AND shall be read in conjunction with the Agreement and this Terms& Conditions.
ii.     Incase of any inconsistency, the interpretation of the Consultant shall be finaland binding.
iii.     TheDCC Ack. shall not override core protections of the Agreement or this Terms& Conditions, AND shall not be interpreted to dilute Consultant's rights.

d.    MandatoryContents of DCC Ack.: Each DCC Ack. shall compulsorily include theClient details, Scope of services required/received by the concerned Client,Fee/Service-Amount, applicable commission and calculation method, Paymentterms, process and medium and any specific conditions or exclusions as and whenrequired by the Consultant. Any matter not expressly recorded shall be deemedexcluded and non-applicable, UNLESS directly required by the Consultantrespectively.
‍e.    No Oral orImplied Agreements: TheSP agrees that no oral discussions, informal communications or impliedunderstandings shall have any legal or commercial effect. Only what isexpressly documented in the DCC Ack. shall be deemed valid in allcircumstances.
‍f.     Execution andValidity: The DCCAck. may be executed via physical signatures OR digital signatures OR via Emailconfirmation or any electronic mode approved by the Consultant. The Consultantreserves the right to accept or reject execution format and verify the authenticityof the same.
g.    Consultant'sAbsolute Control

i.     The Consultant shall have the full,unilateral, unconditional, and absolute right to:

1.    Terminate any specific DCC Ack. as and when required,
‍2.    Approve or reject any DCC Ack.,
‍3.    Modify terms before execution, as and when required,
‍4.    Refuse to proceed with any deal, irrespective of what draft(s) waspromised upon, unless duly signed by the Consultant.

ii.     The SP shall have no right to enforceexecution of any DCC Ack. under all circumstances.

h.    NoRetrospective Claims: TheSP shall not claim commission retrospectively based on prior discussions or ondeals executed, without DCC Ack. Any such claim shall be deemed invalid andrejected.
‍i.    Linkage withSystems and Records: EachDCC Ack. shall be recorded in Consultant's official systems  and linked with the corresponding lead andtransaction. The Consultant records of such nature shall be final, conclusive,and binding.
‍j.     TerminationImpact: Upontermination of the Agreement by either the SP or the Consultant, all DCC Acksshall stand terminated automatically. The concerned SP shall have no furtherrights or involvement in such concerned order/service. Due commissions may bepaid to the concerned SP, after such automatic termination of the DCC Ack., bythe Consultant, subject to commission provisions of the Agreement and thisTerms & Conditions.
‍k.    Consequences of Breach:

i.     The SP agrees that breach of this whole Clause shallcause irreparable harm to the Consultant.
ii.     Any violation of this whole Clause shall constitute materialbreach and fraudulent conduct and shall entitle the Consultant to:

1.    Immediatetermination of the Agreement without notice to the concerned SP.
‍2.    Immediatetermination of all DCC Acks.
‍3.    Withholding ofall pending commissions, if required.
‍4.    Recovery of anycommissions already paid, if required.
‍5.    Initiation ofcivil and/or criminal legal proceedings.
‍6.    Claim damages,losses, and loss of business opportunity from the SP, as required.7.    Blacklisting ofthe SP.

iii.     The Consultant shall have the right to seek immediateinjunction or restraining orders without the need to prove actual damages.

l.    Indemnity: The SP shall indemnify and holdharmless the Consultant from, any loss, damage, claim, or liability arising outof breach of this whole Clause in this Terms & Conditions, includingthird-party claims and regulatory actions.
‍m.    Survival of Clause:  This wholeClause shall survive termination or expiry of the Agreement and continue toremain binding and enforceable.
‍n.     Absolute Acknowledgment: The SP confirms that:

i.     This wholeClause is fundamental to the Agreement.
ii.     Terminationrights of the Consultant are broad and absolute.
iii.     DCC Ack.is the sole and final basis for commission entitlement.
iv.     No claimshall exist outside such document.
v.     Anybreach shall invite severe legal consequences.

a.    Provision of Digital Portal

i.     The Consultant shall provide the SP access to adedicated digital portal/interface (“Portal”) for the limited purpose ofviewing transaction-related and performance-related information.
ii.     Such Portal shall be accessible through a unique accesslink (URL) assigned to each SP  AND asystem-generated password, which shall be controlled by the Consultant. The SPshall not have the right to modify or change such password, nor share accesswith any third party. The Consultant shall not be responsible for the same. TheSP shall maintain confidentiality of access credentials and not share or misusePortal access any unauthorized access or misuse shall constitute materialbreach.
iii.     The Portal is provided solely for viewing purposes, andthe SP shall have no editing rights and no control over data entries. TheConsultant shall reserves the right to modify, restrict, suspend, ordiscontinue access AND update Portal structure, fields, or content at any time.
 iv.     All records, entries, calculations, and data reflectedin the Portal shall be final, conclusive, and binding. The SP expressly agreesthat no dispute, objection, or claim shall arise against such records and the Portaldata shall be treated as primary and authoritative evidence.
v.     The SP shall may request verification of Portal data. Anysuch discrepancy, if raised, shall be subject to sole review and decision ofthe Consultant.
vi.     The Consultant may restrict visibility of certainfields, mask sensitive information or limit historical data access. The SPshall have no right to access complete internal data or systems.
vii.     The Portal may provide access to current month DCC Acks.Documents, relevant transaction documents, etc. Such documents shall beavailable only for a limited duration (current month or as decided) OR may beremoved, archived, or restricted thereafter. The Consultant shall have noobligation to maintain continuous document availability.
viii.    TheConsultant may suspend or revoke Portal access without notice or reason, especiallyin cases of termination, misconduct, material breach of any Clause, or non-compliance,with a mere communication only.
ix.     The SP agrees that the Portal is a facilitative toolonly and the Consultant shall not be liable for technical errors, downtime orany sort of data delays.
x.     Display of any commission, deal, status, amount, etc. shallnot create any legal entitlement or financial claim unless processed as per theAgreement.

b.    Information Available onPortal: The Portal may include, without limitation:

i.     SP Name and VV SP ID,
ii.     Current month commission earned (provisional),
iii.     Commission approved and payable,
iv.     Commission already paid (last 3 months or as decided byConsultant),
v.    DCC Ack. document(s) linked to deals for the currentrunning month,
vi.     Order IDs,
vii.     Client name (limited view, as per Consultantdiscretion),
viii.    Fee/Service-Amount(as recorded),
ix.     Deal status (e.g., Active/Completed/On Hold/Cancelled),
x.     Payment status (Received/Pending/Partial),
xi.     Commission status (Eligible/Withheld/Adjusted/Paid),
xii.     Lead status and classification, 
xiii.    Notesor remarks by Consultant (if any),
xiv.     Any alerts, flags, or compliance remarks,
xv.     Any other data deemed relevant by the Consultant.

c.    Consequences of Breach:

i.     The SP agrees that breach of this whole Clause shallcause irreparable harm to the Consultant.
ii.     Any violation of this whole Clause shall constitute materialbreach and fraudulent conduct and shall entitle the Consultant to:

1.    Immediatetermination of the Agreement without notice to the concerned SP.
‍2.    Immediatetermination of all DCC Acks.
‍3.    Withholding ofall pending commissions, if required.
‍4.    Recovery of anycommissions already paid, if required.
‍5.    Initiation ofcivil and/or criminal legal proceedings.
‍6.    Claim damages,losses, and loss of business opportunity from the SP, as required.7.    Blacklisting ofthe SP.

iii.     The Consultant shall have the right to seek immediateinjunction or restraining orders without the need to prove actual damages.

d.    Survival of Clause:  This wholeClause shall survive termination or expiry of the Agreement and continue toremain binding and enforceable.
‍e.    Absolute Acknowledgment: The SP confirms that:

i.     This wholeClause is fundamental to the Agreement.
ii.     ThePortal is the single unified visibility layer.
iii.     Allinformation displayed is controlled by the Consultant. 
iv.     TheConsultant retains absolute authority over all data and decisions. 
v.     Anybreach shall invite severe legal consequences.

a.    The provisions of this Terms &Conditions,  the Agreement, the DCC Ack.,along with all its provisions, are severable, and if any provision of this Terms& Conditions is held to be invalid or unenforceable, such provision may beremoved, whether in part or in whole, whatever the case may be, to the extentof such unenforceability or invalidity, and the remaining provisions will beenforced.

a.    All the ‘names’ of the Clauses andsub-Clauses in this Terms & Conditions, and the Agreement, and the DCCAck., are for reference purposes only and in no way define, limit, construe ordescribe the scope or extent of such Clauses(s) by way of literalinterpretation.
‍b.    Theconcerned SP shall agree NOT to interpret any Clause, Sub-Clause, Heading,wrong-numbering (if any), grammatical error, referencing error, paragraph,word, statement, definition(s), etc. of this Terms & Conditions and theAgreement, and the DCC Ack., or any legally binding document, guideline,policy, agreement, contact, etc., at their own will or capacity, AND shallstrictly follow the interpretation of the Consultant only, in case of anyconfusion regarding this Terms & Conditions, the Agreement and the DCC Ack., or anylegally binding document, guideline, policy, agreement, contact, etc.
‍c.     Incase of any inconsistency or confliction between any Clauses, Definitions, Sub-Clauses, etc. of this Terms & Conditions, theAgreement, the DCC Ack., or any legally binding document, guideline, policy,agreement, contact, etc., the Consultant shall have the utmost, unilateral, andunconditional right to decide the said Clause(s),Definition(s), Chapter(s), etc. to be executed or to be interpreted in what manner,or to be superseded in what manner, medium, magnitude, etc. respectively.
‍d.    ThisClause is subject to all the other Clauses and provisions of this document, theAgreement, the DCC Ack. (if any),and all other relevant policies, guidelines, agreements, etc. provided by theConsultant respectively.

a.    The Consultant’s failure to act with respectto an anticipated or actual breach by any of the concerned SP, or others, doesnot waive the Consultant’s right to act with respect to subsequent or similarbreaches. Nothing in this section shall exclude or restrict the concerned SP’sliability arising out of fraud or fraudulent misrepresentation.

a.    Governing Law and Dispute Resolution of Any Kind: In case there is a legal dispute between the SP andthe Consultant regarding the Agreement or this Terms & Conditions., thenthe legal jurisdiction of the State of Haryana, India, shall be applicable forits resolution and the applicable laws shall be governed by the laws of Stateor Haryana, India.
‍b.    Ifany proceeding by or against the said SP is commenced under any provision of any bankruptcy or insolvency law orany law of like nature, the Consultant will be entitled to recover allreasonable costs or expenses (including reasonable legal fees and expenses)incurred in connection with the enforcement of this document in full.
‍c.     TheConsultant’s failure to act with respect to a breach by any of the said SP, orany other individual connected to such SP, etc.,  or others, does not waive the Consultant’sright to act with respect to subsequent or similar breaches. There shall be nolimitation on any of the said SP’s breaches of any kind, with the exception ofthe law of limitation of the appropriate jurisdiction. The Consultant shall beat liberty to act against such breaches timely, as and when the Consultant getsto know about them, whether they were executed in past, or are being executedin the present, or if the Consultant have reasons to believe that they might beexecuted in the future, all from any of the said SP(s) respectively.

a.    This document, its Clauses, provisions,headings, definitions, sections, clauses, along with the Agreement and DCC Ack.(if any), together with all the other agreements, contracts, policies,guidelines, rules, procedures, terms and conditions etc. provided by theConsultant, constitute the entire agreement between the Consultant and theconcerned SP and supersede all prior agreements, understandings, andrepresentations respectively.
‍b.    ThisClause is subject to all the other Clauses and provisions of this document, theAgreement, the DCC Ack. (if any),and all other relevant policies, guidelines, agreements, etc. provided by theConsultant respectively.

a.    Digital Personal Data Protection Compliance: Notwithstandinganything contained in any policy, agreement, document, communication, orpractice of Vilasani Ventures LLP (including its brands, subsidiaries, andplatforms), all collection, storage, processing, sharing, and handling ofpersonal data, shall be governed by and construed in accordance with theDigital Personal Data Protection Act, 2023, and the rules, regulations, andguidelines issued thereunder, as amended from time to time.

i.     In the eventof any inconsistency between the provisions of this Act and any existing policyor contractual term, the provisions of the Digital Personal Data ProtectionAct, 2023 shall prevail to the extent of such inconsistency.
ii.     Nothingcontained herein shall be construed as limiting or waiving the rights of a dataprincipal under applicable law.

a.    The Consultant reserves to the greatestextent possible all rights, without limiting any other remedies, to limit,suspend or terminate the Agreement or any ongoing DCC Ack., and perform theclosure, suspension, limitation, deletion or blacklisting of the said SP fromthe Consultant's database, Website, or from anywhere else the Consultant deemsit fit and to take any and all technical or legal steps to ban any SPrespectively.
‍b.    Withoutlimiting the reasons for taking the aforementioned actions, conduct giving riseto this response may include:

i.     Use of the Consultant's platform for anyillegitimate or non bona fide purpose;
ii.     Creating problems with other SPs or potential legalliabilities; 
iii.     Infringing the intellectual property rights of thirdparties, Clients, leads or other SPs; 
iv.     Acting inconsistently with the letter or spirit ofany of our policies, guidelines, rules, procedures, this Terms & Conditions,Agreement, contract (if any), or any other legally binding document;
v.     Abuse of any staff members, employees, relatedmembers of the Consultant’s entity or related to them, including inappropriateor unreasonable communications;
vi.     Any attempt to use the Consultant’s platform orServices for any objectionable purpose.
vii.     Or any other reason as the Consultant may deem fit.

c.    PLEASENOTE: The communication of the said decisions taken under this Section,shall be done accordingly and timely, AFTER which the concerned SP, whateverthe case may be, and the Consultant shall try their best to resolve the saidissue. Until the said issue is resolved (or not), the decision of theConsultant under this Section shall be applied in full without any objectionfrom the said concerned SP, whatever the case may be.

a.    The Consultant reserves the right to amendthis Terms & Conditions, its Chapters, provisions, headings, definitions,sections, clauses, or any other guideline, policy, agreement and contract (ifany), rules, procedures, platform, any Service, or any other document orinformation, etc., at any time.
‍b.    The said assigning, alteration, amendment,changes, deletion, omission, addition, subtraction, or anything of like nature,to the rights and obligations, or any other provision(s) under all the Clausesof this document, or any other legally binding document, agreement, contract,guideline, policy, etc. from time to time, as mentioned above, SHALL becommunicated to those SPs who are actively engaged with the Consultant at thattime under the legally Agreement.c.     ThisClause is subject to all the other Clauses and provisions of this document, theAgreement, the DCC Ack. (if any),and all other relevant policies, guidelines, agreements, etc. provided by theConsultant respectively.

a.    THE CONTENT AND FUNCTIONALITY ON THECONSULTANT’S WEBSITE, OTHER DIGITAL OR NON-DIGITAL ASSETS, AREAS, HANDLED BYTHE CONSULTANT EITHER DIRECTLY OR INDIRECTLY, IS PROVIDED WITH THEUNDERSTANDING THAT THE CONSULTANT IS NOT HEREIN ENGAGED IN RENDERINGPROFESSIONAL ADVICE OR SERVICES TO YOU, THE SP, NO CONSULTANT’S WEBSITE CONTENT,OR ANY CONTENT ANYWHERE WHERE THE CONSULTANT HAS EITHER DIRECT OR INDIRECTCONTROL, IS INTENDED TO SERVE AS OR SHALL BE DEEMED INVESTMENT, LEGAL, TAX,ACCOUNTING OR OTHER REGULATED ADVICE, AND THAT THE CONCERNED SP SHALL REMAINSOLELY RESPONSIBLE FOR THE CONCERNED SP’S USE OF ALL THE CONSULTANT’S WEBSITECONTENT, OTHER DIGITAL OR NON-DIGITAL ASSETS, AREAS, HANDLED BY THE CONSULTANTEITHER DIRECTLY OR INDIRECTLY, AND ACKNOWLEDGE THAT ANY RELIANCE UPON THECONSULTANT’S WEBSITE CONTENT OR OTHER DIGITAL OR NON-DIGITAL ASSETS, AREAS,HANDLED BY THE CONSULTANT EITHER DIRECTLY OR INDIRECTLY, SHALL BE ENTIRELY ATTHE CONCERNED SP’S SOLE OPTION AND RISK. ALL CONTENT AND FUNCTIONALITY ON THECONSULTANT’S WEBSITE OR OTHER DIGITAL OR NON-DIGITAL ASSETS, AREAS, HANDLED BYTHE CONSULTANT EITHER DIRECTLY OR INDIRECTLY, IS PROVIDED “AS IS,” WITHOUTWARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THECONSULTANT AND ITS THIRD-PARTY CONTENT PROVIDERS MAKE NO WARRANTIES, EXPRESS ORIMPLIED, AS TO THE OWNERSHIP, ACCURACY, OR ADEQUACY OF THE SITE CONTENT. THECONSULTANT SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY INFORMATIONPUBLISHED ON LINKED WEBSITES, CONTAINED IN ANY USER SUBMISSIONS PUBLISHED ONTHE SITE, OR PROVIDED BY THIRD PARTIES. NEITHER THE CONSULTANT NOR ITSTHIRD-PARTY CONTENT PROVIDERS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL,CONSEQUENTIAL, OR PUNITIVE DAMAGES OR LOSSES OR FOR LOST REVENUES OR PROFITS,WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES ANDREGARDLESS OF THE THEORY OF LIABILITY.
‍b.    THISCLAUSE IS SUBJECT TO ALL THE OTHER CLAUSES AND PROVISIONS OF THIS DOCUMENT, THEAGREEMENT, THE DCC ACK. (IF ANY), ANDALL OTHER RELEVANT POLICIES, GUIDELINES, AGREEMENTS, ETC. PROVIDED BY THECONSULTANT RESPECTIVELY.

a.    If any SP has an enquiry or a complaintabout the way the Consultant handles this Terms & Conditions (thisdocument), or to seek any clarification for the same, then simply communicatethe Consultant citing the same. The same shall be replied to the concerned SPwithin a reasonable time, at the total discretion of the Consultant. Theaddress for the same is as follows:

i.     Email Address: support@vilasaniventures.com  OR info@vilasaniventures.com
ii.     Postal/RegisteredAddress: H. No. F-332, Phase-2, New Palam Vihar, Gurugram, Haryana 122017

a.    If the concerned SP have any questions aboutthis document, the Agreement, or any other agreement, contract, policy,guideline, etc., or if the concerned SP wish to report breaches of this document,or any agreement, contract, policy, guideline, etc., then please contact theConsultant by using the Consultant’s Website or emailing the Consultant at support@vilasaniventures.com  OR info@vilasaniventures.com