Facility Management Service Agreement

This Facility Management Service Agreement (the “Agreement”) is entered into at Kolkata, West Bengal, India on the listing date. (“Effective Date”).

This document is an electronic record in terms of Information Technology Act, 2000 and rules thereunder as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.  By clicking on the “I ACCEPT” button on this electronic contract, you/user are consenting to be bound by this Agreement. Please ensure that you read and understand all the provisions of this document before you start using the IVY NEST, as you shall be bound by all the terms and conditions herein upon clicking on the “ACCEPT & CONTINUE” button on this electronic contract. If you do not agree or accept any of the Terms and Conditions contained herein, then please do not use the IVY NEST’s digital platform or avail any of the services being provided therein.

WHEREAS, the Ivy Nest is engaged in the business of accommodation and rental solutions that renders its services to the students and working professionals.

WHEREAS, the Vendor/You is a facility management service provider that manages and maintains the facilities as per the requirements.

WHEREAS, the Vendor/You has approached the Ivy Nest and offered to manage its properties and premises to which the Ivy Nest has agreed.

AND WHEREAS, the Parties are now desirous of entering into the present Facility Management Service Agreement in order to record the terms and conditions and also record the arrangement as agreed to by and between the Parties. 

NOW THEREFORE, in consideration of the promises, representations, warranties, covenants, conditions and other obligations herein and good consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto mutually agree as follows:

1. Definitions & Interpretations

• “Affiliate/s” means, with respect to either Party, mean any person, company, corporation, association, or entity, which directly or indirectly Controls, is Controlled by, or is under common Control of such Party. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs, management and policies of a Party, and/or to control the composition of its board of directors (or equivalent), whether through ownership of voting securities, contract or otherwise.  The terms “controlled” and “controlling” shall be construed accordingly.
• "Agreement" shall mean this Agreement and any and all schedules and annexures attached to it or incorporated in it by reference and shall include any modifications of this Agreement as may be mutually agreed in writing.
• “Applicable Laws” or “Laws” includes all applicable statutes, enactments, acts of legislative or Parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any government, statutory authority, tribunal, board, court or recognized stock exchange of competent jurisdiction.
• “Authorized User” means employees or agents of Customer (or Affiliates or other individuals solely to the extent explicitly permitted in an Order Form) selected by Customer to access and use the Platform Services.
• “Business” means any kind of business that does come under the ambit of the Company. This can include the area in which the Company is dealing through its affiliates or digital portal. 
• “Business Day” means the normal hours of business during those days of an English calendar week, wherein business is generally conducted within India taking into account public and/or bank holidays
• "Confidential Information" means any and all data or information that is of value to the Company and is not generally known in the industry or to competitors of  the company  and includes, but is not limited to, business information, business plans, financial statements, specifications, research, software, trade secrets, discoveries, ideas, know-how, designs, drawings, flow charts, data, computer programs, marketing plans, customer names, budget figures, and other technical, financial and business information concerning  the Company or any such information of clients, customers, affiliates, subsidiaries or agents which is disclosed by Company, whether directly in oral or material form, or indirectly.
• “Data” includes but is not limited to any kind of Personal Information, Pictures, Graphs, Business Information, Financial Reports, Technical Information, Usage Reports, IP Addresses, Customer Information, Supplier Information, Product Information or any other materials or that is generated by the execution of this Agreement and in the due course of usage of the Portal. 
• “Effective Date” shall mean the date of signing of this Agreement.
• “Force Majeure” shall means (without any limitation) any act of God, strikes, lockouts or other industrial disturbances, acts of the public enemy, acts of terrorism, wars, blockades, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, storms, floods, washouts, arrest and restraints of governments and people, civil disturbances, and explosions, any change/repudiation of act, rules, regulations, bye-laws, policies, which are applicable on the agreement or any reason beyond the control of the Parties hereto effecting the performance of the obligations under this Agreement.
• “Intellectual Property” shall mean and include without limitation, all of the following items, regardless of the form or medium involved (e.g., paper, electronic, tape, tangible or intangible): copyrights, patents, patent applications, trade secrets, the business format or other intellectual property rights upon or in relation to the Business, Brand  and all other information, materials, and copyrightable or patentable subject matter developed, acquired, licensed, or used within the scope of this agreement. 
• “Term” shall mean a period which is prescribed under the clauses of this agreement from the date of execution of this Agreement.
• Interpretation
  In this Agreement: words importing the singular include the plural and vice versa; words denoting the masculine gender shall include the feminine gender and neuter gender; a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); unless stated otherwise the words "include" and "including" shall be construed without limitation; all reference to statutes shall include any modification, re-enactment or extension thereof for the time being in force; a reference to a clause, annex, annexure, appendix or schedule is a reference to a clause of or an annex, annexure, appendix or schedule to this Agreement. Schedules shall form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. the headings and bold typeface are only for convenience and shall be ignored for the purpose of interpretation of this Agreement; a disclosure of an item in writing referring to a specific Clause of this Agreement or specific Clauses of any Schedules and/or Annexure shall be deemed to be a disclosure only for the purposes of that clause and not for the purposes of any other provision of this Agreement; and where a word or phrase is defined, other parts of speech and grammatical forms of that word or phrase shall have the corresponding meanings.

2. Relationship of the Parties

• The Parties agree and acknowledge that the second party is an Independent Vendor and does not have any authority to enter into agreements or contracts on behalf of the Company, and shall not represent that it possesses any such authority. Vendor or Second Party shall be independent in connection with the performance of the Services under this Agreement. Nothing contained in this Agreement shall be deemed or construed by the Parties to create the relationship of a partnership, a joint venture, or any other fiduciary relationship.

3. Representation and Warranties

• Each party represents and warrants that it has the legal power and authority to enter into this Agreement. 
• Both the parties make the representations and warranties that the parties are not restricted by any judgment, injunction, order, decree or award from the execution, delivery and performance of this Agreement.
• The parties have obtained all necessary permissions, licenses, authorizations from all governmental authorities which are material to the conduct and operations of the services contemplated under this Agreement.

4. Scope of the Agreement

• Comprehensive Annual Maintenance Contract of equipment’s inclusive of repairs, replacement which was mentioned in second Page and preventive maintenance of equipment’s along with other allied services set forth and total Pricing are mentioned.
• The Vendor understand and agrees to the competency and capability of the Company’s business. Therefore, as a consequence, the Vendor agrees to provide goods/products or vendor services as per the terms set henceforth in this Agreement.
• The Vendor also acknowledges the existence of contractual obligations between the Company and itself and therefore, agrees to bind itself with the conditions of this Agreement. The Vendor also acknowledges that it has competency and expertise to satisfactorily carry out its obligations as per this Agreement.
• The company shall be empowered to amend such terms of service or scope of service from time to time as per the requirement of business.
• The description about the facilities including the financial aspect shall be mentioned in the Panel. You shall be bound by the terms of this contract, general terms and conditions, panel protocol and Work Protocol.

5. General Terms and Conditions

• The vendor shall provide the following services to keep the equipment in good working condition.
• The vendor shall visit to the allotted site once a week for inspection in working day or Saturday.
• The scope of work covers comprehensive on-site maintenance mentioned
• The replacement of all the spares is included under the LMC & AMC. Replacement of defective parts will be at the vendor’s cost with original spares of the brand/make of the product and peripherals as far as possible. In the event of non-availability of the spare parts, equivalent or higher configuration components should be substituted with the company’s consent. Faulty parts removed from the system belong to vendor. However, the company can retain the same and use at its own sole discretion to maintain the equipment subject to the payment of its value to the vendor.
• The vendor shall maintain adequate spare machine and other spares at the site to facilitate any temporary replacement.
• The scope of work covers provision of resident service engineer in the Site as mentioned, from 09:00 AM to 06:00 PM hrs on all working days and if required, on Sundays/Holidays and also after 18:00 hrs on working days. A technically qualified service engineer with an experience of not less than 3 years in whitegoods maintenance will be at the disposal. The engineer will remain seat in Regional Site. The engineer will provide online support for immediate solution and liaisons with field engineers deputed for sites.
• The vendor should ensure that the equipment reported down on any working day is set right within 48 hours of reporting the complaint and in no case, later than three working days. In case, the hardware cannot be repaired within the stipulated period, the vendor should provide stand-by of the same till the hardware is returned duly repaired at no extra cost to Company.
• The Vendor shall maintain the equipment’s as per the manufacture’s guidelines and shall use standard and genuine components for replacements.
• The timely updating of machine serial numbers will be responsibility of the vendor. The vendor would be required to maintain and submit to our Regional Office Mail ID operations@ivynestapartments.com, on quarterly basis, location wise inventory list, duly updated with details of new installation, if any and incorporating the hardware movement during the period under reference.
• Complaint can be registered either telephonically/by e-mail/token raised by respective branch/Office and proper record of the complaints to be maintained by the AMC Vendor. Escalation matrix and name of persons coordinating AMC jobs should be submitted to Operational Department of IVY Nest Apartments
• The engineers deployed for branches will get signed branch-visit report or submit attendance on our ERP from Branch Head/Officers and submit one copy to branch. All the copies of branch-visit reports to be submitted to Operational Department (in regional office) quarterly.
• Repairing and maintenance or replacements will we take place once a week
• The equipment must be in good working condition before the contract becomes effective. Necessary charges shall be paid by the company for inspection and in order to render the equipment workable to commence the contract. the clause does not apply if a contract is renewed upon termination of previous contract period.
• Change of address of the company be notified to vendor in immediate base. Reinstalment charges will be borne by the company at the prevailing rates in case of change of premises.
• The AMC co-coordinators of vendor must ensure their presence during monthly meeting with Operational Department, Regional Office to share progress on pending issues of branches in order to make maintenance more effective ensuring best services to the branches.
• The AMC Vendor should have the required drivers for maintaining the Whitegoods and peripherals and for configuring them. The rates quoted should also cover the maintenance as mentioned.
• The contract shall be on comprehensive basis, inclusive of repairs and replacement of spare without any extra payments as mentioned.

6. Duties and Obligations of the Company

• The company shall pay Annual Maintenance Charges as mentioned in this agreement for the equipment specified. The maintenance charges are payable at Monthly wise after reviewing the performance of the vendor.
• The company will not provide place for the engineer.
• The company shall have the right to make changes or attachments to the equipment’s provided such changes or attachments do not prevent proper maintenance from being performed.
• This contract will be valid for the period from (“Effective Date”) to period of one year from the effective date with a provision to extend the same for a further period of one year or part thereof on the same rates, terms, and conditions on mutual consent.

7. Complaint Mechanism

• All the complaints received shall be attended by them in following manner.
  • Minor faults immediately with telephonic support.
  • Major faults which require visit to branch within 48 hrs.
  • Repair and servicing of equipment shall be carried out at customer sites, in case the equipment is required to be transported to the vendor's/manufacture's service workshop for repairs, the same shall be undertaken at the risk and cost of the vendor.
  • The replacement of components shall be as per manufactures instructions and as per the decision of Operational Department (IVY Nest Apartments). No hardware items or parts will be taken out for repair without prior written approval of Operational Department (IVY Nest Apartments).

8. Fee and Payment

• All Payments will be paid on 7th of every Month
• No advance payment will be released against the services.
• AMC charges after deducting penalty will be paid monthly wise. Taxes shall be paid as applicable. Taxes to be clearly shown in invoices raised.
• The vendor shall submit their bill which was not include in AMC. payment of Monthly maintenance charges or any query just mail accounts@ivynestapartments.com.
• No travel expenses shall be borne by the Company in respect of travel undertaken by the vendor towards fulfilment of obligations under the Contract.
• The Vendor agrees to pay their tax dues as and when they arise. These may include but are not limited to any kind of Direct, Indirect, Custom, Duty or any other kind of charge that may be levied by the authorities as per the Indian Taxation Laws.

9. Indemnity Charges

• Company expects proper service support during contract period. The Hardware should be set right within 48 hours of reporting the complaint. In case the machine is down for more than 3 working days and no substitute/standby system of similar or higher capacity in good working condition is provided by the vendor.
• The vendor can provide substitute/standby equipment for a maximum of 15 days. In case vendor could not repair/replace the hardware items within 15 days, the Company can get it repair from outside agency and cost of repair will be recovered from AMC payment.
• The vendor represents and warrants that the repair and maintenance of service/products hereby sold do not violate or infringe upon any patent, copyright, trade secret or other property right of any other entity. The vendor agrees to indemnify UIIC in respect of any claim, directly or indirectly resulting from or arising out of any breach or claimed breach of this warranty.

10. Replacement of Parts

• The vendor shall replace any parts of the hardware on failure with hardware parts having similar or equivalent functional capabilities.
• Parts required for the maintenance of the equipment and / or correction of faults will be supplied at no extra cost to the company. Faulty parts removed from the system belong to vendor. However, the company can retain the same and use at its own sole discretion to maintain the equipment subject to the payment of its value to the vendor.
• The Vendor shall submit their parts bill for reimbursement which was not includes in AMC.