Vendor Agreement

VENDOR SERVICES AGREEMENT BETWEEN M/s SETUP DESIGN SERVICES LLP AND
  • DATED AS OF .11.2024

This Agreement is made on this between SETUP DESIGN SERVICES, A LLP Company registered under Indian Companies Act, 1956, having its registered office at Regent (Hereinafter refer as Service Provider), which expression shall include successors, Assignees and Directors.

And

XXXXXX (Aadhar Number =                                                    )  S/O

RECITALS

WHERE AS:

1.The Service Provider specializes in delivering high-end interior design services under the brand name “Art e Muse” with expertise in execution, project management, research, and quality delivery.

2.The Service Provider undertakes various projects and has engaged the Vendor to provide services for its clients under its brand name.

3.The Vendor represents that it has experience in sourcing products, working with subcontractors, and delivering services that meet the quality and operational requirements of the Service Provider.

4.The Vendor assures adherence to quality, timely delivery, and integrity, which are the core principles of this Agreement, as detailed in Annexure. The Annexure shall include the Purchase Order (PO) terms, or the PO shall be attached separately.

5.The Vendor agrees to provide services based on the terms and conditions set forth in this Agreement and in accordance with multiple POs for different clients and assignments at various locations.

6.The Vendor, its employees, associates, and subcontractors shall not directly or indirectly approach the Service Provider’s clients for business, which is a fundamental clause of this Agreement.

3. TERMS AND CONDITIONS

3.1 Purchase Order (PO) Issuance & Compliance

  • 1.The Service Provider shall issue a PO specifying deadlines, pricing, quality standards, and client-specific requirements.
  • 2.The Vendor shall comply with the PO terms within the agreed timeframe.
  • 3.Each PO shall be an integral part of this Agreement.

3.2 Regulatory & Compliance Obligations

The Vendor must ensure compliance with the following:

  1. 1.Labour laws (State & Central)
  2. 2.GST regulations
  3. 3.Safety standards for products and services

Compliance with the above is essential under this Agreement.

4. RIGHTS, DUTIES & OBLIGATIONS OF THE VENDOR
The Vendor shall:
  1. 1.Maintain high-quality work standards at all times.
  2. 2.Ensure all registrations and state-wise compliance are in place.
  3. 3.Take full responsibility for paying workers and subcontractors, and ensuring compliance with labor laws.
  4. 4.Implement safety precautions at all project sites.
  5. 5.Ensure workers maintain hygiene, avoid alcohol/smoking, and follow legal guidelines.
  6. 6.Accept full liability for any accidents, misconduct, or legal violations caused by its workforce.
  7. 7.Not directly engage with the Service Provider’s clients.
  8. 8.Not accept any cash or direct payments from the Service Provider’s clients.
  9. 9.Not abandon any project mid-way and not work with competitors during an ongoing project.
  10. 10.Handle PF/ESI, medical charges, insurance, and remuneration of its workers.
  11. 11.Accept that the Service Provider’s payments are contingent upon client receipts.
  12. 12.Submit weekly/monthly progress reports and analysis of any delays.
  13. 13.Provide guarantee/warranty for agreed-upon periods (default: one year).
  14. 14.Maintain confidentiality of all business data, client information, and documents.
  15. 16.Seek email approval for each project stage from the Service Provider and its client.

5. RIGHTS, DUTIES & OBLIGATIONS OF THE SERVICE PROVIDER

The Service Provider shall:

  1. 1.Make stage-wise payments as per the PO, subject to quality approval.
  2. 2.Conduct regular inspections and suggest remedial measures where required.
  3. 3.Issue a preliminary completion certificate upon project completion, subject to final inspection.
  4. 4.Make payments only after receiving funds from its clients.

6.FINANCIAL OBLIGATIONS

1.The PO will outline the payment structure, timelines, and stages.
2.The Vendor must notify stage completion via email, after which the Service Provider will verify and process payments.
3.Payments to the Vendor will be made within 3 working days after receipt of funds from the client.
4.A commitment charge of ₹11,000 is being paid at the time of signing this Agreement.

7. CONFIDENTIALITY & NON-DISCLOSURE
The Vendor shall keep all instructions, manuals, policies, data, and documents confidential even after termination of this Agreement.

8. INTELLECTUAL PROPERTY RIGHTS
The Vendor shall not use the name, brand name, trademark, or logo of “Art e Muse” in any manner.

9.NON-COMPETE CLAUSE
The Vendor shall not engage with any of the Service Provider’s clients for a period of three (3) years after project completion.

10. NON-SOLICITATION CLAUSE
The Vendor shall not solicit or engage with the Service Provider’s customers, partners, employees, vendors, affiliates, or contractors.

11. PENALTIES & BREACH OF CONTRACT

  • If the Vendor fails to rectify any notified default within 7 days, it shall be liable to pay damages of ₹10,00,000 per default (amount negotiable).

12. TERMINATION CLAUSE

12.1 Service Provider May Terminate If:

  1. Its clients terminate the project or withdraw their mandate.
  2. The Vendor breaches any contractual obligations.
  3. The Vendor’s work quality is subpar, and it fails to rectify issues after receiving an email reminder.

13. SEVERABILITY & INTERPRETATION

      • If any provision of this Agreement is held invalid, the remaining provisions shall remain

    in full effect

14. FORCE MAJEURE
Neither party shall be liable for delays or failures due to events beyond their control, such as natural disasters, strikes, or government actions.

15. MISCELLANEOUS PROVISIONS
  • Communication: All notices shall be exchanged via email or registered post.
16. JURISDICTION
    Any legal disputes shall be subject to the exclusive jurisdiction of the courts in Delhi, India.

Disclaimer

This document is for informational purposes only and does not constitute legal advice. Please consult a legal professional before relying on its content. We are not responsible for any consequences arising from its use.

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