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Terms and Condition

By accepting terms & conditions stated hereinbelow digitally, the Professional undertakes to abide by the same while providing the professional services to SEEDTREE COLLABORATIVE PVT LTD(STC) and its clients;

WHEREAS

(a) SEEDTREE COLLABORATIVE PVT LTD(hereinafter referred as “STC” or “SEEDTREE”) is a consortium platform wherein multiple profiles of Architecture, Engineering and Constructions (AEC) professionals are maintained having multi-disciplinary expertise/experience to execute the diverse projects. STC serves as Technical Expert with multidisciplinary experience while working with AEC industry and provides access to large repository of AEC Professionals as well as clients on single platform.

(b) Professional is engaged in providing various services in the field of Architecture, Engineering and Constructions (AEC).

(c) Client as referred in this agreement is the party availing the services of STC and include even AEC Professional in certain cases.

(d) By accepting the terms listed on STC online platform at the time of joining, the User (hereinafter referred as “The Professional” or “You”) agrees to abide by the same till the time registration of the Professional is active on STC online platform.

The Parties agree to be bound by the following terms and conditions:

1.0 Roles & Responsibilities of Professional:

1.1 Provide details about the profile and experience in prescribed format for uploading on STC portal after verification/ credential check.

1.2 Provide correct information about the projects completed with case studies in prescribed format.

1.3 Furnish commercial proposal in the format prescribed by STC. The format shall essentially capture details about exact scope, milestones and deliverables. In case any project specific changes in prescribed format are considered necessary, the same will be discussed with STC by the Professional.

1.4 Adhere to all the guidelines, protocols and SOPs as prescribed by STC while furnishing project proposal as well as during project execution.

1.5 On acceptance of the project proposal by the Client, execute a pre-determined project specific agreement with STC.

1.6 Execute the project so as to ensure timely completion, quality deliverance and fulfilling the obligations as stipulated in pre-determined project specific agreement.

1.7 Periodically report and update STC on project performance and progress as per the protocol defined by STC in this regard and keep STC into loop while communicating with the Client through STC portal.

1.8 Not to accept any payments or fees directly or indirectly from the Client unless agreed otherwise.

1.9 Communicate with STC team and the Client only through STC portal. Any communication outside portal shall not be binding on STC and the Client.

2.0 Scope of Services - Role of STC:

2.1 STC will provide a platform through STC portal wherein the Professional will get an opportunity to engage with the Clients across the globe on diverse projects.

2.2 Refer the Professional to the prospective clients based on the project inquiries generated through STC portal after matching credentials, profile and experience of the Professional with the requirements of the project.

2.3 Provide the pre-determined format of project scope, deliverables and milestones to the Professional.

2.4 Based on the pre-determined proposal format received from the Professional, submit the project proposal to the Client and discuss the same jointly with the Client and the Professional.

2.5 Define the payment milestones linked to the project completion/performance linked to the performance by various AEC professionals engaged in the project.

2.6 Provide inputs about best practices to be followed by the Professional for effective deliverance.

2.7 Collect the payments from the Client in advance based on project completion milestones.

2.8 Release the payment to the Professional based on project completion milestones subject to validation of the project deliverables and confirmation of the Client for the satisfactory deliverance.

2.9 Serve as impartial mediator wherein any dispute or conflict or difference of opinion arises amongst the Professional and the Client during the course of the project.

3.0 Scope of Service – Exclusions: Unless agreed otherwise, following shall be considered as part of exclusion of the project scope for STC:

3.1 Responsibility for the realization of the payment from the Client for the phase not yet commenced as per project plan or the for the work executed by the Professional without the approval of STC as regards satisfactory completion of previous phase/deliverable.

3.2 Follow-up, coordination and liasioning with external parties.

3.3 Attestation/ independent certification unless agreed otherwise while executing project specific agreement.

3.4 The arrangement between the Client and STC as well as the Professional and STC shall be on principal-to-principal basis and in no case, STC shall act as on agent or representative of the Client or the Professional

4.0 Process for Selection of Professional:

4.1 Based on the details furnished by the Client in prescribed format, STC will screen the Professionals registered on STC portal and will suggest the most preferred options to the Client with its recommendations.

4.2 STC or its authorized representative will participate in meetings on online platforms between the Client and the Professionals as part of selection process.

4.3 Decision as regards the final selection of design Professional shall be of Client. STC will propose the engineering and other professionals to be engaged in execution based on the compatibility with the design Professional so as to enable synchronized working as a team of Professionals.

4.4 On specific request of the Professional, STC can assist in sourcing contractors, vendors and Professional of other domains on need basis.

5.0 Commercial Terms:

5.1 There will be no joining fees at the time of registration on STC portal. Earnest Money Deposit (EMD) shall be collected before the meeting with the Client based on the project specific inquires. EMD so collected shall be adjusted against the amount payable to the Professional in future based on project milestones in case the Client decides not to go ahead with the Professional.

5.2 Billing for the entire project shall be made by STC. Professional will not bill to the Client.

5.3 Project specific commercial terms shall be documented separately while executing project specific agreement.

5.4 As per the agreed payment milestones and after obtaining approval of STC and the Client for the work completed, the Professional shall raise invoice on STC.

5.5 All the taxes including GST, Withholding Tax, TDS towards the fees payable to STC by the Professional shall be borne by the Professional.

5.6 The parties shall maintain full transparency about commercial terms and there will be no hidden charges or payments.

5.7 In case of non-satisfactory performance or delay on the part of the Professional, STC is entitled to reduce or deduct the amount payable to the Professional.

6.0 Confidentiality & Privacy:

6.1 Personal information you provide to SEEDTREE through the online portal is governed by the Privacy Policy of SEEDTREE COLLABORATIVE LLP. Your registration and joining of STC online portal indicate your acceptance of the terms of the Privacy Policy. You are responsible for maintaining confidentiality of your username, password and other sensitive information. You are responsible for all activities that occur in your user account and you agree to inform us immediately of any unauthorized use of your user account by email. We are not responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access and/or use of your user account, or otherwise.

6.2 The Professional shall not divulge, disclose, share, copy information, data, details of the Client and/or STC portal to any third party without the prior written consent of the STC/ Client.

6.3 STC agrees not to share or divulge any of the information, data, details of the Professional gained during the association with the Client to any third party without the prior written consent of the Professional in this regard.

7.0 Restrictions on Use of STC portal: The Professional shall not:

(i) transfer or otherwise make available to any third party the Services of STC;

(ii) provide any service that is outside the scope and purview of services rendered by STC based on the access to STC portal;

(iii) use the third-party links to sites without agreeing to their website terms & conditions;

(iv) use the Services for spamming and other illegal purposes;

(v) share the user name and password to STC portal to any third party. 8.0 Trademark & IPR: SEEDTREE COLLABORATIVE, its logo, the names of individual services provided by STC and their logos are trademarks of SEEDTREE COLLABORATIVE LLP or their group affiliates. You agree not to display or use, in any manner, the tradename and other IPR, without prior written permission of STC.

9.0 Arbitration & Jurisdiction:

9.1 Parties hereby agree that, except as expressly provided hereinbelow, all disputes, suits, actions and claims (“Disputes”) related to or arising out of this Agreement shall be resolved by binding arbitration as provided in this Section. All Disputes submitted to arbitration under this agreement shall be governed by the Arbitration and Conciliation Act, 1996 or any other statutory modification thereof.

9.2 This Agreement shall be governed by the laws of India and the Courts in Surat, Gujarat shall have exclusive jurisdiction. The language to be used in the arbitration proceeding shall be English.

By accepting terms & conditions stated hereinbelow digitally, the Customer undertakes to abide by the same while availing the professional services of SEEDTREE COLLABORATIVE PVT LTD(STC);

WHEREAS

(a) SEEDTREE COLLABORATIVE PVT LTD(hereinafter referred as “STC” or “SEEDTREE”) is a consortium platform wherein multiple profiles of Architecture, Engineering and Constructions (AEC) professionals are maintained having multi-disciplinary expertise/experience to execute the diverse projects. STC serves as Technical Expert with multidisciplinary experience while working with AEC industry and provides access to large repository of AEC Professionals on single platform to the client.

(b) By accepting the terms listed on STC online platform at the time of joining, the User (hereinafter referred as “The Client” or “You”) agrees to abide by the same till the time registration of the Client is active on STC online platform.

The Parties agree to be bound by the following terms and conditions:

1.0 Scope of Services/ Role of STC:

1.1 STC will assist the client in formulating most appropriate and competent team of AEC Professional as per the project specific requirements after due consideration of project type, size, location, timeline, budget, specifications and expectations of the Client.

1.2 Establish processes to be followed by the AEC Professional at design and execution stage.

1.3 Review the project proposals submitted by the AEC Professional to ensure that it is exhaustive and captures all the essential aspects related to the project scope, specifications, execution road-map, deliverables, milestones, performance criteria, commercial and other terms.

1.4 Based on the project proposal received from the AEC Professional, submit the project proposal to the Client and discuss the same.

1.5 Assistance in defining payment milestones linked to the project performance and monitor the same.

1.6 Provide technical inputs to the Client against specific queries related to the project.

1.7 Execute the project specific agreement with the Client and the AEC Professional on shortlisting of AEC Professional and finalization of proposal.

1.8 Validate the credentials claimed by the AEC Professionals.

1.9 Validate the project milestones based on the documentation submitted by the AEC Professional in prescribed format and issue clearance for the same or else convey deficiencies to AEC Professionals.

1.10 Collect the payments from the Client towards advance as well as the project-based milestones.

1.11 Release the payment to the AEC Professional based on project completion milestones subject to validation of the project deliverables and confirmation of the Client for the satisfactory deliverance.

1.12 Suggest replacement of AEC Professional or provide stand-by AEC Professional wherein existing AEC Professional is unable to deliver or existing AEC Professional terminates the contract before completion of the project or due to any other reason.

1.13 Server as a mediator wherein any dispute or conflict or difference of opinion arises amongst AEC Professional and the Client during the course of the project.

1.14 Project specific scope of services shall be documented separately while executing project specific agreement.

2.0 Scope of Service – Exclusions: Unless agreed otherwise, following shall be considered as part of exclusion of the project scope.

2.1 Responsibility for on-site execution of the project.

2.2 Responsibility related to on-site performance and deliverance of AEC Professional, Contractors and Vendors.

2.3 Timely execution/ completion of project and milestone-based deliverables.

2.4 Follow-up, coordination and liasioning with external parties.

2.5 Matters related to compliance with RERA and other statutory regulations as applicable.

2.6 Attestation/ independent certification unless agreed otherwise while executing project specific agreement.

2.7 Address grievances related to the conduct of the on-site project team.

2.8 The arrangement between the Client and the AEC Professional shall be on principal-to-principal basis and in no case, STC shall act as on agent or representative of the AEC Professional.

3.0 Responsibilities of the Client:

3.1 Provide exact specifications and requirements of the project in prescribed manner and format.

3.2 Provide timelines, limitations and clear expectations about the project.

3.3 Establish effective communication channel with AEC Professional and STC and to appoint a Coordinator with requisite authority to serve as a single point of contact for the purpose of communication with AEC Professional and STC if required.

3.4 Obtain all legal permissions for the project as per applicable laws.

3.5 Monitor the milestones deliverables and approve the same.

3.6 Release the payment to STC as per the payment milestones agreed.

3.7 In case of any dispute or difference of opinion with the Professionals, inform STC in writing about the same through STC portal.

3.8 Not to engage any AEC Professional sourced through STC portal either directly or indirectly for project execution without prior intimation of the same to STC.

3.9 Not to make any payment to AEC Professional directly.

3.10 Communicate with STC team and AEC Professional only through STC portal. Any communication outside portal shall not be binding on STC and AEC Professional.

4.0 Process for Selection of Professional:

4.1 Based on the details furnished by the Client in prescribed format, STC will screen the Professionals registered on STC portal and will suggest the most preferred options to the Client with its recommendations.

4.2 STC or its authorized representative will participate in meetings on online platforms between the Client and the Professionals as part of selection process.

4.3 Final decision as regards selection of the Professional shall rest with the Client.

4.4 All the contractors and vendors shall be directly engaged by the Client without any role of STC. However, if Client so desires the CM/PM professional provided by STC can assist in the same. The same will be discussed separately as per the need.

4.5 On selection of AEC Professional, the Client shall sign (either digitally or physically) Work Order in prescribed format. Project specific fees, commercial terms, scope and deliverables will be part of Project Specific Agreement to be executed between STC and the Client.

4.6 In case the options provided by STC of AEC Professional are not acceptable, the Client can opt to terminate the joining agreement with STC with full refund of the joining fees paid.

5.0 Commercial Terms:

5.1 There will be no joining fees at the time of registration on STC portal. Fees shall be charged before the meeting with the shortlisted AEC Professionals based on the project specific inquires. The fees so collected shall get adjusted against the amount receivable from the Client. However, the same shall not be refunded back where the Client decides not to go ahead with the AEC Professionals referred by STC.

5.2 Billing for the entire project shall be made by STC. Professional will not bill to the Client.

5.3 Project specific commercial terms shall be documented separately while executing project specific agreement.

5.4 Against the Work Order raised by the Client, STC shall raise invoice to the Client as per agreed payment milestones.

5.5 All the taxes including GST, Withholding Tax, TDS shall be borne by the Client and shall be added to the value of invoice.

5.6 To ensure satisfactory performance and deliverance on the part of AEC Professional, STC shall retain the requisite amount while making payment to the Professional. The same shall be decided at the time of executing project specific agreement.

5.7 Subject to clause 5.6 above, STC will release the payment to the AEC Professional as per payment milestones.

5.8 The parties shall maintain full transparency about commercial terms and there will be no hidden charges or payments.

6.0 Duration & Termination:

6.1 The terms of agreement shall remain in force till the time registration of the client on STC porta is active.

6.2 For any change or modifications in terms of agreement, the same shall be approved by the client through STC portal.

7.0 Confidentiality & Privacy:

7.1 Personal information you provide to SEEDTREE through the online portal is governed by the Privacy Policy of SEEDTREE COLLABORATIVE LLP. Your registration and joining of STC online portal indicate your acceptance of the terms of the Privacy Policy. You are responsible for maintaining confidentiality of your username, password and other sensitive information. You are responsible for all activities that occur in your user account and you agree to inform us immediately of any unauthorized use of your user account by email. We are not responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access and/or use of your user account, or otherwise.

7.2 The Client shall not divulge, disclose, share, copy information, data, details of STC portal to any third party without the prior written consent of the STC.

7.3 STC agrees not to share or divulge any of the information, data, details of the Client gained during the association with the Client to any third party without the prior written consent of the Client in this regard. 8.0 Restrictions on Use of STC portal: The Client shall not:

(i) transfer or otherwise make available to any third party the Services of STC;

(ii) provide any service based on the access to STC portal;

(iii) use the third-party links to sites without agreeing to their website terms & conditions;

(iv) use the Services for spamming and other illegal purposes;

(v) share the user name and password to STC portal to any third party.

9.0 Trademark & IPR: SEEDTREE COLLABORATIVE, its logo, the names of individual services provided by STC and their logos are trademarks of SEEDTREE COLLABORATIVE LLP or their group affiliates. You agree not to display or use, in any manner, the tradename and other IPR, without prior written permission of STC.

10.0 Arbitration & Jurisdiction:

10.1 Parties hereby agree that, except as expressly provided hereinbelow, all disputes, suits, actions and claims (“Disputes”) related to or arising out of this Agreement shall be resolved by binding arbitration as provided in this Section. All Disputes submitted to arbitration under this agreement shall be governed by the Arbitration and Conciliation Act, 1996 or any other statutory modification thereof.

10.2 This Agreement shall be governed by the laws of India and the Courts in Surat, Gujarat shall have exclusive jurisdiction. The language to be used in the arbitration proceeding shall be English.