Vendor Partner Agreement

This Memorandum of Understanding ("MOU" or "Agreement") is entered into between GetMyQuotation Technologies Private Limited ("GMQ" or "Company"), a technology-enabled digital intermediary which operates the consumer brand and online marketplace FindMeFurniture.com (the "Platform"), and the vendor or service provider identified during onboarding ("Vendor", "Supplier", "GMQ Partner", "FindMeFurniture Partner", or "Service Provider").

FindMeFurniture.com is a brand name only. The contracting party under this MOU is and remains GetMyQuotation Technologies Private Limited. The Platform is presently accessible under more than one domain name, including findmefurniture.com and getmyquotation.com; all such domains are operated by the Company and this MOU applies identically irrespective of the domain through which the Vendor accesses the Platform.

GMQ and the Vendor are hereinafter individually referred to as a "Party" and collectively as the "Parties".

This MOU records the understanding between the Parties for the onboarding of the Vendor onto the Platform, enabling the Vendor to access customer leads, submit quotations, and independently engage with customers seeking services.

This MOU is executed pursuant to and shall be read in conjunction with the FindMeFurniture.com Terms of Service, which form an integral and binding part of this understanding.

This MOU does not obligate GMQ to provide any minimum business, revenue, or leads to the Vendor.

The Vendor expressly acknowledges that GMQ is a technology intermediary within the meaning of Section 2(1)(w) of the Information Technology Act, 2000.

Role of the Platform:

GMQ solely operates and maintains a technology-enabled digital marketplace and communication interface, the limited and exclusive function of which is to facilitate interaction between Customers and Vendors. Such facilitation includes enabling the electronic exchange of information, permitting Customers to publish service requirements, allowing Vendors to submit indicative quotations, and providing communication tools for preliminary discussions.

GMQ's role is confined strictly to providing technological access and infrastructure and does not extend to participation in, supervision of, or involvement in any commercial negotiations, contractual arrangements, or execution of services.

Express Disclaimer:

GMQ expressly disclaims, and the Vendor acknowledges and agrees, that GMQ does not provide, render, perform, supervise, manage, monitor, inspect, or control any services offered or delivered by Vendors. GMQ does not undertake any obligation to verify, validate, certify, endorse, guarantee, or warrant the identity, credentials, qualifications, competence, conduct, performance standards, pricing, timelines, or outcomes of any Vendor or Customer.

GMQ shall not be deemed to be a party to, nor assume any role of an agent, broker, representative, partner, joint venturer, fiduciary, or intermediary in respect of any agreement or transaction entered into between a Vendor and a Customer.

All commercial transactions are concluded independently between the Vendor and the Customer.

The Vendor shall function strictly as an independent contractor.

No Relationship of Employment, Agency, or Partnership:

Nothing contained in this Agreement shall be construed as creating any relationship of employer-employee, principal-agent, partnership, joint venture, franchise, or representative authority between GMQ and the Vendor.

The Vendor shall not hold itself out, represent, or imply that it has any authority to act on behalf of, bind, represent, or assume any obligation or liability in the name of GMQ.

All acts performed by the Vendor shall be undertaken solely in its independent capacity, and the Vendor shall bear exclusive responsibility for its personnel, operations, obligations, and statutory compliances.

The Vendor shall have no authority to bind or represent GMQ in any manner whatsoever.

Representations and Warranties:

The Vendor represents and warrants that it is duly qualified, authorised, and competent to provide the services offered and holds all valid licenses, registrations, permissions, and certifications required under applicable laws.

The Vendor is in full compliance with all applicable central, state, and local laws, including labour and employment laws, taxation laws (including GST and income tax), occupational health and safety regulations, and any sector-specific regulatory requirements.

All information, credentials, quotations, and disclosures furnished on the Platform are true, complete, accurate, and not misleading.

Performance Obligations:

• Perform all services with due professional skill, reasonable care, and diligence

• Strictly adhere to scope of work, pricing, timelines, and quality standards as quoted

• Independently address and resolve all customer queries, grievances, and disputes

• Procure and maintain appropriate insurance coverage where applicable

• Document each work phase on the Platform using descriptions and photographs or videos as work progresses, following acceptance of a quotation by a Customer

• Complete and update work phases in the sequential order prescribed by the Platform

The Vendor confirms that they are at least 18 years of age and legally competent to enter into binding contracts under Indian law.

Warranty — Vendor's Sole Responsibility:

The Vendor shall be solely and exclusively responsible for providing, honouring, and servicing any warranty in respect of every product, material, fitting, and service supplied or performed by it through the Platform. The Vendor shall clearly declare the scope, inclusions, exclusions, and duration of such warranty in its quotation, and shall disclose the same to the Customer before the quotation is accepted.

GMQ provides no warranty or guarantee of any kind in respect of any product or service supplied by a Vendor, and shall bear no liability whatsoever for any warranty claim, defect, or deficiency.

Structural Warranty:

The structural integrity of all furniture, fixtures, and installations supplied by the Vendor — including the frame, carcass, load-bearing joinery, framework, supporting members, legs, bases, and structural fixings — shall be warranted by the Vendor at its own cost and risk for the warranty period declared by the Vendor.

Any structural defect arising within the declared warranty period, including frame failure, joint separation, warping, sagging, delamination of load-bearing members, or failure of structural fixings, shall be rectified, repaired, or replaced by the Vendor free of charge, including all labour, material, transport, and site costs.

Post-Delivery Service Visits:

Where any issue, defect, or complaint arises following delivery, the Vendor shall provide a minimum of two (2) service visits free of charge within twelve (12) months from the date of delivery. No charge of any nature — including labour, call-out, transport, or conveyance — shall be levied on the Customer in respect of such free visits.

Service visits beyond the said two (2) free visits, or requested after the expiry of the said twelve (12) month period, may be charged by the Vendor, provided that the applicable cost is communicated to and agreed by the Customer in writing in advance of the visit.

The two-visit entitlement is a service-call allowance only and does not limit, reduce, or exhaust the Vendor's obligations under the structural warranty or any other warranty declared by the Vendor, which shall continue to be honoured free of charge for the full declared warranty period.

Vendor to Deploy Its Own Personnel:

The Vendor shall deploy its own personnel, technicians, and installers for all delivery, installation, servicing, repair, rectification, and after-sales support in respect of its products and services. GMQ is under no obligation to perform, arrange, coordinate, supervise, or bear the cost of any such visit.

Where, on account of the Vendor's failure, delay, refusal, or unavailability, GMQ is required to arrange or perform even a single after-delivery service or rectification on the Vendor's behalf, the Vendor shall: (i) reimburse GMQ in full for all costs, charges, and expenses incurred by GMQ in doing so; and (ii) acknowledge that GMQ may cease allocating any further leads, projects, or business to the Vendor, whether permanently or for such period as GMQ may determine in its sole and absolute discretion.

The consequences set out above are in addition to, and not in substitution of, GMQ's rights of suspension, restriction, termination, and blacklisting under this Agreement.

Delivery Arranged by the Vendor:

Where the Vendor undertakes delivery itself, whether directly or through its own transporter, carrier, or agent, the Vendor shall bear sole, complete, and uninterrupted responsibility from the moment the goods leave its factory, workshop, or showroom until the goods are delivered at the Customer's location and fully installed, including:

• Loading, transit, transportation, unloading, and carriage into the Customer's premises, including access via lifts, staircases, or hoisting

• All risk of loss, theft, damage, deterioration, or destruction of the goods in transit

• Any damage caused to the Customer's premises, common areas, or property during delivery or installation

• Complete installation, assembly, fitment, levelling, and site clean-up

• All transit insurance, permits, freight, and incidental costs, unless expressly quoted otherwise

Risk in and responsibility for the goods shall remain with the Vendor until installation is complete and the goods are accepted by the Customer. GMQ shall bear no liability whatsoever in respect of transit, delivery, or installation.

Delivery Arranged Through a Third-Party Logistics Provider or by the Customer:

Where delivery is arranged through a third-party logistics provider (such as Porter or any similar carrier) or is arranged by the Customer at the Customer's own end, the Vendor shall, before the goods are dispatched from its factory, workshop, or showroom, capture and record:

• Photographs of the product from every angle, clearly showing its condition, finish, and completeness; and

• A video recording of the product and of its packing prior to handover to the carrier

The Vendor shall upload such photographs and video to the Platform and simultaneously share them with the Customer at the time of dispatch. Where the Vendor fails to capture, upload, or share such pre-dispatch documentation, the Vendor shall not be entitled to disclaim responsibility for any damage, defect, shortage, or discrepancy subsequently reported by the Customer, and the burden of establishing that the goods were dispatched in sound condition shall rest solely with the Vendor.

Post-Installation Documentation:

Upon completion of installation, the Vendor shall capture clear photographs and a video recording of the installed product at the Customer's site, demonstrating its condition, finish, fitment, and proper functioning, and shall upload the same to the Platform and share them with the Customer as proof of completed delivery and installation.

The Vendor acknowledges that such pre-dispatch and post-installation documentation forms part of its mandatory service obligations on the Platform, and that repeated failure to comply shall constitute a material breach of this Agreement.

The Vendor acknowledges that the Company may collect and store identity verification documents, including Aadhaar and other KYC documents, solely for verification, compliance, and fraud-prevention purposes.

Such documents shall be securely stored, accessed strictly on a need-to-know basis, shall not be disclosed to Customers, and shall be processed in accordance with applicable data protection laws.

Any quotation submitted by the Vendor is indicative and non-binding until accepted by the Customer.

No Guarantee of Leads or Transactions:

GMQ expressly disclaims and provides no representation, warranty, or assurance whatsoever with respect to the conversion of any leads, the accuracy or genuineness of any customer enquiry, or the successful completion of any transaction.

Lead allocation is carried out through internal systems and algorithms based on multiple parameters including service category, geographical relevance, availability, and historical performance. GMQ does not guarantee any minimum number of leads, exclusivity of leads, or conversion of leads into business.

Negotiation, execution, performance, payment, refunds, and dispute resolution shall be solely between the Vendor and the Customer.

The Vendor agrees that any quotation submitted and accepted shall be honoured in good faith. Any unjustified escalation of price after customer engagement or acceptance shall constitute a material breach of this MOU.

Order Records:

Following acceptance of a quotation by a Customer, the Platform may generate an Order recording the agreed line items, quantities, pricing, and delivery expectations under a unique order number, so that the Vendor and the Customer share a common reference record.

An Order is a record maintained by the Platform and does not make GMQ a party to the underlying transaction. The Vendor remains solely responsible for performing the transaction in accordance with what has been agreed with the Customer.

Where an Order is amended, every amendment is recorded in an immutable audit log capturing what was changed, when, and by whom. The Vendor acknowledges and consents to the maintenance of such records, acknowledges that entries in the audit log cannot be edited or deleted by the Vendor, and agrees that GMQ may rely upon and produce such records in the event of a dispute, an investigation, or a lawful request by a competent authority.

The Vendor shall keep Order records accurate and current, and shall not record, amend, or confirm on the Platform anything that does not reflect what has actually been agreed with the Customer. Recording false or misleading Order information shall constitute a material breach of this MOU.

Invoicing:

The Platform may generate invoices in respect of an Order, including part or instalment invoices covering a portion of the Order value. Any such invoice is a billing document raised by and on behalf of the Vendor. GMQ does not supply the goods or services invoiced and does not collect, hold, process, or remit any amount stated in it.

Once generated, an invoice records a fixed snapshot of the line items, quantities, and pricing as they stood at the time of generation, and is not altered by subsequent changes to the Order. Corrections are effected by generating a further document.

The Vendor shall be solely and exclusively responsible for:

• The correctness and completeness of every invoice raised through the Platform

• Charging the correct rate of Goods and Services Tax and any other applicable levy

• Issuing any statutory tax invoice required under the Central Goods and Services Tax Act, 2017 or any other applicable law

• All registrations, filings, returns, remittances, and record-keeping arising from the transaction

The Vendor acknowledges that an invoice generated through the Platform is not a tax invoice issued by GMQ, that GMQ makes no representation or warranty that any such invoice is compliant with the requirements applicable to a tax invoice under any law, and that the Vendor must satisfy itself as to such compliance before relying on or issuing it.

The Vendor shall indemnify GMQ against any tax demand, penalty, interest, claim, or proceeding arising from an incorrect, non-compliant, or fraudulent invoice raised by the Vendor through the Platform, or from the Vendor’s failure to discharge any tax obligation in respect of a transaction.

Any dispute concerning an invoice, including its amount, its contents, or non-payment, is a matter solely between the Vendor and the Customer.

The Vendor acknowledges that GMQ operates on a lead-based, subscription-based, or promotional monetization model.

All fees paid to GMQ are non-refundable and non-adjustable, irrespective of outcome.

Any attempt to circumvent the Platform to avoid fees shall constitute a material breach, entitling GMQ to suspension or termination.

The Vendor expressly consents to receive automated and manual communications from the Company through WhatsApp, email, SMS, phone calls, and in-platform notifications for purposes including lead notifications, quotation updates, acceptance alerts, compliance communications, and system messages.

The Vendor acknowledges that communications conducted through the Platform may be logged, stored, reviewed, or monitored for quality control, fraud prevention, dispute resolution, compliance, and platform integrity.

Upon acceptance of a quotation by a Customer, the Company may share the Vendor's contact details, including phone number, with the Customer for the sole purpose of coordination and service delivery.

Lead and Order Message Threads:

The Platform provides structured message threads attached to individual Leads and Orders through which the Vendor may correspond with Customers and upload attachments such as photographs, drawings, and documents. The Vendor acknowledges that the entire contents of such threads, including all attachments, are stored on the Platform and are visible to the Company, and may be relied upon by the Company for dispute resolution, quality assurance, fraud prevention, and compliance purposes.

The Vendor shall respond to Customer messages on such threads promptly and professionally, and shall not use them to share contact details for the purpose of circumventing the Platform, to transmit unlawful, abusive, or infringing material, or to solicit business outside the scope of the Lead or Order to which the thread relates. Any such use shall constitute a material breach of this MOU.

Mobile Application:

Where the Vendor accesses the Platform through a GMQ mobile application, the Company grants the Vendor a limited, personal, revocable, non-exclusive, non-transferable, and non-sublicensable licence to install and use that application on a device the Vendor owns or controls, solely for the purpose of accessing the Platform in accordance with this MOU. The Vendor shall not copy, modify, reverse-engineer, decompile, disassemble, or create derivative works from the application, nor circumvent any security, authentication, or licensing mechanism within it, except to the extent such restriction is prohibited by applicable law.

Use of the application obtained through a third-party app store or distribution channel is additionally subject to the terms of that store or channel, for which the Company is not responsible.

Push Notifications:

The mobile application may request permission to send push notifications for purposes including new lead alerts, quotation and Order updates, message notifications, and service or compliance communications. Where the Vendor grants that permission, the Vendor consents to the Company registering and storing a device notification token associated with the Vendor's account and device, and to transmission of such notifications through the notification service operated by the device platform provider.

Permission may be withdrawn at any time through the device settings, without affecting the Vendor's ability to use the Platform, save that the Vendor will no longer receive time-sensitive lead and Order alerts. The Vendor acknowledges that delivery of push notifications depends on third-party notification infrastructure and device connectivity, that the Company does not guarantee delivery, timeliness, or receipt of any notification, and that the Vendor remains responsible for monitoring the Platform for leads and Order activity regardless of whether any notification is received.

The Vendor expressly consents to Customers submitting ratings, reviews, and feedback on the Platform, including star-based ratings, and agrees that such content may be publicly displayed on the Vendor's profile.

The Vendor acknowledges that such content constitutes user-generated feedback reflecting individual customer experiences and that the Company does not independently verify the accuracy of such reviews.

The Vendor consents to the display of profile statistics on the Platform, including booking counts, ratings, response metrics, and performance indicators. Certain statistics may be system-generated, aggregated, or estimated, particularly for new Vendors, and are indicative in nature only.

The Vendor acknowledges that upon commencement of work on an accepted quotation, a Work Record documenting project progress across sequential phases will be created and retained by the Platform. The Vendor may elect to publish completed Work Records to their public profile. Customers may submit non-binding text feedback on individual completed phases, which may be retained and associated with the Work Record.

Any labels, badges, or designations such as "Verified", "Top Rated", or "Premium" displayed on the Platform are algorithmically assigned based on internal criteria or document submissions.

Such designations shall not be construed as personal endorsement, certification, or independent verification by the Company of the Vendor's quality, credentials, or services.

GMQ does not endorse, certify, or recommend any Vendor or Customer.

All platform content, quotations, timelines, and representations are user-generated.

The Vendor acknowledges that reliance on platform information is entirely at its own risk.

The Parties acknowledge that personal data shared on the Platform shall be governed by the Digital Personal Data Protection Act, 2023.

GMQ shall act as a Data Fiduciary solely in relation to Platform administration.

The Vendor shall act as an independent Data Fiduciary in respect of all personal data of customers accessed through the Platform and shall bear exclusive responsibility for lawful processing, storage, use, and protection of such data.

The Vendor undertakes to:

• Process personal data solely for lawful purposes connected with service delivery

• Implement reasonable security safeguards against unauthorised access

• Not retain personal data longer than reasonably necessary

• Not disclose data to third parties without valid legal basis

• Promptly notify GMQ of any personal data breach

The Vendor shall indemnify GMQ against any penalties, claims, or losses arising from Vendor's non-compliance with the DPDP Act.

The Vendor represents that it owns or has valid rights to all photographs, documents, designs, and materials uploaded to the Platform and that such content does not infringe any third-party intellectual property rights.

The Company shall not be liable for any claims arising from unauthorised, misleading, or infringing content uploaded by the Vendor.

All intellectual property in the Platform vests exclusively with GMQ. The Vendor is granted a limited, revocable, non-transferable license to access the Platform solely for permitted purposes.

License to Uploaded Content: By uploading any photograph or other content to the Platform, the Vendor grants GMQ a non-exclusive, worldwide, royalty-free license to host, store, reproduce, and process such content — including through AI-based cleanup, enhancement, and generation tools — solely for the purpose of operating, displaying, and promoting the Platform, including on the marketplace/explore pages and quotation views. This license does not transfer ownership of the underlying content.

AI-Processed Product Imagery: The Vendor acknowledges and agrees that photographs submitted in connection with a quotation (including product images attached to quotation line items) may be processed using AI-based image cleanup, enhancement, and generation tools, which may include removing background clutter, correcting lighting, or creating additional presentation angles or lifestyle-style renderings, to produce polished versions for display to Customers on the Platform. Such AI-processed images are illustrative only and do not constitute a representation, warranty, or guarantee by GMQ or the Vendor as to the actual appearance, configuration, colour, material, dimensions, or condition of the finished product, and may differ materially from both the original image and the product ultimately delivered.

The Vendor's original submitted image is separately retained by GMQ for administrative and record-keeping purposes and for inclusion in the final Scope of Work / contract documentation. Neither the original nor any AI-processed image constitutes any warranty or guarantee regarding conformity of the delivered product. The Vendor remains solely and fully responsible for ensuring the product or service delivered matches the agreed specifications and quotation, regardless of any image displayed on the Platform, and GMQ shall bear no liability for any discrepancy between any image (original or AI-processed) and the product or service ultimately delivered. A Vendor with any concern regarding imagery displayed in connection with its quotation should raise it directly with the concerned Customer in the first instance, and may also reach out to the FindMeFurniture.com support team for assistance.

The Company shall have the right to suspend, restrict, or terminate Vendor access upon violations including:

• Fraudulent conduct or submission of fake quotations

• Harassment of customers or unprofessional conduct

• Non-delivery of services or repeated customer complaints

• Submission of false credentials or misrepresentation

• Violation of applicable law or this Agreement

Vendors terminated for material breach may be permanently blacklisted and prohibited from re-registering on the Platform under any identity or entity.

The Vendor shall fully and unconditionally indemnify, defend, and hold harmless GMQ, its directors, officers, employees, agents, affiliates, successors, and assigns from and against any and all claims, demands, notices, actions, proceedings, investigations, losses, damages, liabilities, penalties, costs, and expenses arising out of or in connection with:

• Any act, omission, negligence, misconduct, or breach by the Vendor

• Performance, non-performance, or quality of services provided by the Vendor

• Customer complaints, disputes, consumer proceedings, or legal actions

• Violation of applicable laws including data protection, labour, tax, or consumer protection laws

• Infringement of intellectual property or third-party rights

GMQ shall have the sole and exclusive right to assume, conduct, and control the defence of any claim subject to indemnification.

The indemnity obligations shall be absolute, continuing, and shall survive termination of this MOU indefinitely.

To the maximum extent permitted by law, GMQ shall not be liable for indirect, incidental, consequential, or punitive damages.

GMQ's aggregate liability, if any, shall be limited to the fees paid by the Vendor to GMQ in the twelve (12) months preceding the claim.

The Vendor acknowledges that personal data shall be processed in accordance with applicable data protection laws, including the Digital Personal Data Protection Act, 2023.

Personal data may be stored or processed on servers or cloud infrastructure located in India or in any other jurisdiction as permitted under applicable Indian law, subject to appropriate safeguards.

Upon account deletion or termination, the Company may retain Vendor data for a period of thirty (30) days or such longer period as required for legal compliance, audit, dispute resolution, or regulatory obligations.

The Company does not guarantee uninterrupted or error-free operation of the Platform and shall not be liable for downtime, maintenance interruptions, or technical failures, including during critical business periods.

Each Party shall maintain confidentiality of all non-public, proprietary, or confidential information received.

Confidentiality obligations shall survive termination of this MOU.

The Vendor agrees that it shall not make or publish any false, misleading, or defamatory statements concerning the Company, its platform, officers, or services, during or after termination of this MOU.

Neither Party shall be liable for failure or delay due to events beyond reasonable control, including acts of God, governmental actions, cyber incidents, or system failures.

Pre-Arbitration Negotiation:

In the event of any dispute arising out of or in connection with this MOU, the Parties shall first endeavour to resolve the same amicably through good-faith negotiations within thirty (30) days of written notice.

Arbitration Clause:

Any dispute not resolved through negotiation shall be finally and exclusively resolved by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996.

• The arbitration shall be conducted by a sole arbitrator appointed by GMQ

• Seat and venue of arbitration: New Delhi, India

• Language of arbitration: English

• The arbitral award shall be final, binding, and enforceable

This MOU shall be governed by the laws of India.

Courts at New Delhi shall have exclusive jurisdiction, subject to arbitration provisions.

This MOU shall remain valid until terminated.

GMQ may suspend or terminate Vendor access at its sole discretion, with or without notice.

Termination shall not affect accrued rights or surviving clauses including indemnification, confidentiality, and limitation of liability.

This Memorandum of Understanding is executed electronically and accepted digitally by the Vendor through the the Company platform.

The Vendor expressly agrees that acceptance of this MOU by electronic means, including click-wrap consent or digital confirmation, shall constitute valid execution and shall be legally binding and enforceable under the Information Technology Act, 2000 and applicable laws of India, without the requirement of any physical signature.

By clicking "I Agree" or completing vendor onboarding, the Vendor confirms that they have read, understood, and agreed to be legally bound by this Agreement.

This MOU, together with the Terms of Service and Privacy Policy, constitutes the entire understanding and agreement between the Parties and supersedes all prior agreements, representations, or communications.

FindMeFurniture.com is operated by GetMyQuotation Technologies Private Limited.

Email: vendor-support@getmyquotation.com

Phone: +91 7838447218