Terms & Conditions

USER ONBOARDING POLICY

Place: Kolkata, West Bengal, India
Last Updated On: Saturday, 20 December 2025

Legal Nature of the Document

This User Onboarding Policy (“Policy”) constitutes an electronic record within the meaning of the Information Technology Act, 2000, together with the rules framed thereunder, as amended from time to time, including amendments relating to electronic records and electronic contracts under applicable Indian statutes.

This Policy is generated by a computer system and does not require any physical or digital signature.

By clicking on the “I ACCEPT” or “ACCEPT & CONTINUE” button on the digital interface of the Ivy Nest platform, the user (“User”) expressly consents to be legally bound by this Policy, along with all other applicable terms, conditions, policies, and guidelines of Ivy Nest Apartments.

If the User does not agree with any provision of this Policy or any related policy, the User is advised not to access, register on, or avail any services offered through the Ivy Nest digital platform.

About Ivy Nest Apartments & Scope of Onboarding

Ivy Nest Apartments (“Ivy Nest”, “Company”, “we”, “us”, or “our”) is engaged in providing residential accommodation and rental solutions through a technology-enabled digital platform / online portal to intending occupiers and/or licensees.

Customer Categories Served

The platform caters to a diverse range of users, including but not limited to:

• Digital nomads
• Remote workers
• Students
• Working professionals
• Community-focused individuals
• Short-term and long-term residents

Types of Spaces Offered

Through its platform and affiliated listings, Ivy Nest facilitates access to:

• Paying Guest (PG) accommodations
• Rental flats and apartments
• Room-sharing residences
• Hostels
• Co-living spaces
• Co-working spaces
• Workation stays
• Vacation homes and short-term stays

OTA Functionality

In addition to accommodation facilitation, Ivy Nest also operates as an Online Travel Agency (OTA) by:

• Aggregating and listing verified accommodation and rental options
• Displaying pricing, availability, and amenities
• Facilitating digital discovery, comparison, booking, and rental transactions
• Enabling seamless online booking experiences for short-term and long-term stays

All onboarding, verification, booking, and service interactions are conducted entirely through electronic and digital means, ensuring convenience, transparency, scalability, and choice.

Purpose of the User Onboarding Policy

The purpose of this Policy is to:

• Define the terms and conditions governing user onboarding
• Establish eligibility, consent, and acceptance requirements
• Ensure lawful processing of personal data
• Enable compliance with statutory obligations applicable to digital platforms, e-commerce entities, and OTA service providers
• Protect the rights, safety, and interests of users, property providers, and the Company

The detailed onboarding procedures, verification requirements, user obligations, and platform controls shall be set out in the operative clauses that follow under this Policy and related agreements.

Statutory & Regulatory Compliance Statement

This User Onboarding Policy is drafted and implemented in full conformity with the following laws as amended and in force in India (2025):

1. Information Technology Act, 2000
   • Electronic records and contracts
   • Validity of click-wrap agreements
   • Intermediary obligations and safe-harbour principles
2. Digital Personal Data Protection Act, 2025 (earlier DPDP Act, 2023)
   • Lawful purpose and user consent
   • Data fiduciary obligations
   • Data minimisation, security safeguards, and user rights
   • Grievance redressal and data deletion mechanisms
3. Consumer Protection Act, 2019
4. Consumer Protection (E-Commerce) Rules, 2020 (as amended)
   • Platform transparency
   • User disclosures
   • Grievance officer and complaint handling
   • Fair onboarding and non-misleading practices
5. Indian Contract Act, 1872
   • Formation of valid electronic contracts
   • Enforceability of digital agreements
6. Applicable State Rent Control Acts / Model Tenancy Act / New Rent Rules, 2025, where relevant
7. Local municipal, zoning, licensing, and real-estate regulations, as applicable to listed properties

1. Interpretation

1.1. In this Agreement, unless the context otherwise requires:

a) Words importing the singular shall include the plural, and words importing the plural shall include the singular;

b) Words denoting the masculine gender shall include the feminine and neuter genders;

c) References to a “person” shall include any natural person, company, partnership, association, trust, governmental authority, or other legal or unincorporated body, whether or not having separate legal personality;

d) The words “include”, “includes”, and “including” shall be construed as illustrative and without limitation;

e) Any reference to a statute, enactment, rule, regulation, or law shall be deemed to include any amendment, modification, consolidation, re-enactment, or statutory extension thereof for the time being in force;

f) References to a clause, annex, annexure, appendix, or schedule shall mean a clause, annex, annexure, appendix, or schedule forming part of this Agreement; all Schedules, Annexures, and Appendices shall be deemed to form an integral part of this Agreement and shall have the same legal effect as if expressly set out herein;

g) Headings, titles, and formatting (including bold typeface) are inserted for convenience only and shall not affect the interpretation of this Agreement;

h) Any disclosure made in writing with reference to a specific clause or schedule shall be deemed to be a disclosure solely for the purposes of that clause or schedule, and not for any other provision of this Agreement; and

i) Where a word or expression is defined, its grammatical variants and cognate expressions shall have corresponding meanings.

2. Property Listing

2.1. The IVY NEST Patron hereby agrees and undertakes that, at all times, it shall comply with all applicable Terms of Use, Onboarding Requirements, Platform Policies, and operational guidelines governing the use of the IVY NEST digital platform, technological infrastructure, proprietary systems, and associated tools.

2.2. The IVY NEST Patron expressly acknowledges that the listing, continuation, visibility, and distribution of any Property on the IVY NEST Platform and/or any third-party distribution channels, including Online Travel Agencies (OTAs), is subject to IVY NEST’s onboarding criteria, verification standards, compliance checks, and internal policies, as amended from time to time.

2.3. IVY NEST reserves the unconditional right, at its sole discretion and without prior notice, to suspend, restrict, delist, or make unavailable any Property from the IVY NEST Platform and/or affiliated demand channels, including OTAs, in accordance with the provisions set out under the Suspension of Listing clause or where required by law, regulatory direction, risk mitigation, operational necessity, or platform integrity.

2.4. Subject to the terms of this Agreement, inventory management, pricing visibility, booking facilitation, and demand-side distribution of the Property following execution of this Agreement shall be coordinated and managed by IVY NEST through its online, B2B, and affiliated sales channels, acting strictly as a technology intermediary and facilitator, and not as a property owner, landlord, broker, or agent.

2.5. The IVY NEST Patron shall provide true, complete, accurate, and up-to-date particulars relating to the Property, including but not limited to its name, address, location, mapping coordinates, amenities, facilities, compliance status, and usage permissions. The Patron shall independently verify all information displayed on the IVY NEST Platform and shall promptly notify IVY NEST in writing of any inaccuracies, discrepancies, or changes.

2.6. The IVY NEST Patron acknowledges and agrees that, for the purpose of improving discoverability, presentation, and user experience, IVY NEST shall have the right, at its own cost and during the subsistence of this Agreement, to photograph, record, and digitally capture images or visual content of the Property and to publish, reproduce, adapt, and distribute such content across the IVY NEST Platform and associated online or offline promotional channels.

2.7. It is expressly agreed that all intellectual property rights, including copyrights and usage rights, in such images, recordings, and visual content shall vest exclusively with IVY NEST, and the IVY NEST Patron hereby irrevocably waives any present or future claim in respect thereof.

2.8. IVY NEST makes no representation, warranty, or guarantee, express or implied, regarding the performance, occupancy levels, revenue generation, demand, or commercial success of the Property by reason of its listing, content presentation, or inclusion on the IVY NEST Platform or any third-party distribution channel.

3. Contracted Rooms

3.1. The IVY NEST Patron shall ensure that all Contracted Rooms, excluding duly notified Non-Operational Rooms, are continuously made available for reservation on the IVY NEST Platform for booking by IVY NEST customers.

3.2. All rooms within the Property, whether Contracted Rooms or otherwise, shall at all times remain under the exclusive operational possession, management, and control of the IVY NEST Patron. Nothing herein shall be construed as transferring ownership, tenancy, agency, or possessory rights to IVY NEST.

3.3. The IVY NEST Patron shall not, during the subsistence of this Agreement, list, distribute, sell, or make available any Contracted Rooms directly or indirectly on any Online Travel Agency (OTA), marketplace, corporate channel, or third-party booking platform, except as expressly permitted in writing by IVY NEST.

3.4. Any failure, default, or breach by the IVY NEST Patron of its obligations under this Clause, including but not limited to direct OTA listing of Contracted Rooms, shall constitute a material breach of this Agreement.

3.5. Upon occurrence of such material breach, the IVY NEST Patron shall be liable to pay liquidated damages, which the Parties agree represent a genuine pre-estimate of loss, calculated as follows:

a) Twice (2×) the average Service Fee payable for the immediately preceding three (3) months, multiplied by the period commencing from the date of breach until the expiry or termination of this Agreement,
exclusive of applicable taxes.

b) Where a continuous period of three (3) months has not elapsed prior to detection of such breach, the average Service Fee shall be computed proportionately based on the number of days elapsed since the Go-Live Date, and the same formula shall apply.

3.6. Payment of liquidated damages under this Clause shall be without prejudice to IVY NEST’s right to suspend listings, terminate the Agreement, or seek other remedies available under law or contract.

4. Non-Operational Rooms and Blocked Rooms

4.1. The IVY NEST Patron shall not use any Non-Operational Rooms for any commercial, residential, or revenue-generating purpose, nor list such rooms with any third party, including but not limited to OTAs, aggregators, or offline agents.

4.2. Where any Contracted Rooms are proposed to be rendered Non-Operational, the IVY NEST Patron shall provide prior written notice of at least ten (10) days to IVY NEST, specifying:

a) the room numbers / identifiers;
b) the reason for non-operability; and
c) the expected duration of such non-operational status.

4.3. The IVY NEST Patron shall promptly notify IVY NEST in writing when any Non-Operational Rooms, other than rooms blocked for scheduled maintenance, are restored to a sellable or serviceable condition, and request inclusion of such rooms within the pool of Contracted Rooms.

4.4. Any misuse, misclassification, or concealment of Non-Operational Rooms shall be deemed a material breach of this Agreement.

5. Corporate Channels (B2B Demand)

5.1. IVY NEST may, at its discretion, offer rooms and/or banquets at the Property, with or without Value Added Services, to corporate customers, enterprise clients, or institutional users under its B2B or corporate demand channels.

5.2. For such corporate channels, IVY NEST may purchase, block, or contract Contracted Rooms from the IVY NEST Patron for resale or allocation to its corporate users, strictly in its capacity as a technology platform and commercial facilitator.

5.3. The IVY NEST Patron agrees to honour and comply with the commercial, operational, and service-delivery terms applicable to such corporate bookings, as communicated by IVY NEST from time to time, provided such terms do not contravene this Agreement or applicable law.

5.4. Nothing in this Clause shall be construed as creating any agency, partnership, franchise, or employment relationship between IVY NEST and the IVY NEST Patron.

6. Pricing

6.1. IVY NEST shall have the exclusive contractual right, during the subsistence of this Agreement, to determine, revise, optimise, and publish the pricing of the Contracted Rooms for reservation by Users through the IVY NEST Platform, associated OTA channels, and other online or offline distribution channels operated or enabled by IVY NEST.

6.2. The IVY NEST Patron hereby irrevocably agrees to honour and fulfil all bookings made at such prices, including prices determined pursuant to dynamic pricing algorithms, demand-based adjustments, seasonal variations, promotional campaigns, incentive schemes, bundled offerings, or loyalty programs introduced by IVY NEST from time to time.

6.3. The IVY NEST Patron expressly acknowledges and agrees that:

a) pricing on the IVY NEST Platform is dynamic and variable;
b) price determination by IVY NEST is undertaken in a commercially reasonable manner, consistent with industry practices applicable to digital accommodation platforms; and
c) IVY NEST makes no assurance or guarantee regarding minimum occupancy, revenue, profitability, or saleability of the Property or Contracted Rooms.

6.4. The IVY NEST Patron shall fully honour all discounts, promotional offers, incentives, cashback programs, or customer-facing benefits offered by IVY NEST to Users, and shall not impose any surcharge, denial, or adverse condition on Users availing such benefits.

6.5. Nothing contained herein shall be construed as creating any agency, partnership, price-fixing cartel, or resale price maintenance arrangement prohibited under applicable competition or consumer laws.

7. Assured Check-In

7.1. The IVY NEST Patron acknowledges that User servicing and assured accommodation are fundamental obligations under this Agreement and therefore irrevocably covenants that it shall not deny check-in to any IVY NEST User under any circumstances, provided that such User:

a) holds a valid and confirmed booking for the Property made through the IVY NEST Platform, OTA, or authorised online/offline channels;
b) has complied with the applicable booking terms, identification requirements, and lawful check-in conditions; and
c) such booking was made during the Term of this Agreement.

7.2. The obligation of assured check-in shall survive suspension of listing or termination of this Agreement, in respect of all bookings made prior to such suspension or termination.

7.3. In the event the IVY NEST Patron denies, delays, obstructs, or frustrates check-in of any IVY NEST User, the IVY NEST Patron shall be solely and exclusively liable for:

a) the cost of relocation or alternative accommodation;
b) refunds, penalties, compensation, goodwill payments, or damages payable to Users;
c) penalties, fines, or compensation imposed by any court, consumer forum, regulatory authority, or statutory body; and
d) all ancillary, administrative, or reputational mitigation costs incurred by IVY NEST.

7.4. The IVY NEST Patron shall fully indemnify, defend, and hold harmless IVY NEST from and against all claims, losses, liabilities, penalties, and expenses arising from such denial of check-in.

7.5. IVY NEST shall be entitled to set-off or adjust such amounts against any sums payable to the IVY NEST Patron and may additionally levy penalties and/or liquidated damages, whether monetary or non-monetary, in accordance with IVY NEST Policies.

7.6. Any breach of this Clause shall constitute a material breach of this Agreement.

8. User Stay Policies

8.1. Property-Specific Stay Policies

8.1.1. The IVY NEST Patron shall disclose its property-specific User stay policies (including house rules, behavioural norms, timing restrictions, amenity usage rules, etc.) at the time of onboarding and listing.

8.1.2. Such policies shall be subject to review and approval by IVY NEST and shall be implemented only upon written approval. Approved policies shall apply in addition to, and not in derogation of, IVY NEST’s standard User booking and platform policies.

8.1.3. In the event of any inconsistency or conflict between the IVY NEST Patron’s policies and IVY NEST Policies, IVY NEST Policies shall prevail.

8.1.4. Any modification to approved User stay policies shall require prior written consent of IVY NEST and advance communication to affected Users, and shall not operate retrospectively.

8.1.5. The IVY NEST Patron irrevocably confirms that it shall honour all commitments, amenities, and representations reflected in the booking confirmation or voucher issued to the User.

8.2. User Payments

8.2.1. The IVY NEST Patron agrees to accept both pre-paid bookings and pay-at-property bookings, as determined and enabled by IVY NEST.

8.2.2. IVY NEST reserves the unrestricted right to determine, revise, and rebalance the ratio or percentage between pre-paid and pay-at-property bookings based on Property performance, risk assessment, User behaviour, or platform-level considerations.

8.2.3. The IVY NEST Patron shall not refuse, discourage, or impose discriminatory conditions on any booking mode enabled by IVY NEST.

9. Property Branding

9.1. Upon execution of this Agreement, the IVY NEST Patron shall, at its own cost and expense, install such branding, signage, identifiers, and display materials bearing the IVY NEST name, logo, or trade dress, and at such locations on the facade and/or interior of the Property, as may be reasonably instructed by IVY NEST from time to time.

9.2. The nature, size, placement, duration, and visibility of such branding shall be determined by IVY NEST in its sole discretion, taking into account the Property’s size, layout, demographics, visibility, and commercial considerations, subject to compliance with Applicable Laws.

9.3. The IVY NEST Patron shall be solely responsible for:

a) obtaining all permissions, licences, consents, and approvals required from central, state, or local municipal authorities, housing societies, or other competent bodies;
b) payment of all applicable taxes, fees, levies, or charges in connection with such branding; and
c) bearing all costs relating to installation, maintenance, removal, restoration, and repair of any damage caused to the Property as a result of such branding.

9.4. The IVY NEST Patron expressly agrees that IVY NEST shall not be liable for any penalties, objections, disputes, or third-party claims arising out of the installation or display of such branding.

9.5. Upon suspension or termination of this Agreement, or upon written instruction from IVY NEST, the IVY NEST Patron shall promptly remove all IVY NEST branding and restore the Property to its original condition, at its own cost.

9.6. Nothing contained herein shall be construed as conferring any ownership, tenancy, agency, franchise, or proprietary interest in the Property in favour of IVY NEST.

10. Value Added Services (VAS)

10.1. IVY NEST may, at its discretion, offer the IVY NEST Patron the option to avail certain Value Added Services (“VAS”), including but not limited to technology tools, marketing support, operational assistance, analytics, automation, or service enhancements, on the prices, terms, and conditions specified under applicable IVY NEST policies.

10.2. Detailed terms governing each VAS shall be made available through IVY NEST Policies, which shall form an integral part of this Agreement upon acceptance.

10.3. If the IVY NEST Patron elects to avail any VAS, it agrees to pay the fees or charges specified by IVY NEST, which the IVY NEST Patron acknowledges as commercially reasonable consideration for such services.

10.4. IVY NEST reserves the right to modify, revise, or update the scope, pricing, or terms of any VAS from time to time, in its sole discretion, with reasonable notice where required by Applicable Law.

10.5. The IVY NEST Patron may opt out of any VAS upon written notice, unless:

a) a minimum subscription or lock-in period is expressly specified under the relevant VAS policy; or
b) in the reasonable opinion of IVY NEST, such VAS is critical to User safety, User experience, regulatory compliance, or continued provision of core platform services.

10.6. All fees paid, accrued, approved, or payable up to the effective date of cancellation of any VAS shall be non-refundable, except where expressly mandated by Applicable Law.

11. Introduction of New Products

11.1. IVY NEST may, from time to time, introduce new products, features, tools, or service offerings (“IVY NEST Products”) and shall notify the IVY NEST Patron of the same through the Platform, email, dashboard, or publication under IVY NEST Policies.

11.2. Each IVY NEST Product may be governed by separate or additional terms and conditions, including pricing and usage requirements, which shall be deemed incorporated into this Agreement upon the IVY NEST Patron’s opt-in or continued use.

11.3. If the IVY NEST Patron elects to avail any IVY NEST Product, it agrees to pay the applicable fees or charges, which it acknowledges to be fair and reasonable consideration for such product.

11.4. IVY NEST may, in its sole discretion, modify the terms, scope, or fees applicable to any IVY NEST Product, with due intimation to the IVY NEST Patron.

11.5. The IVY NEST Patron may opt out of any IVY NEST Product upon notice, unless:

a) a minimum commitment period is expressly specified; or
b) in IVY NEST’s reasonable assessment, such IVY NEST Product is essential to User experience, platform integrity, legal compliance, or continued availability of core services.

11.6. All fees paid, accrued, or approved in respect of any IVY NEST Product up to the date of cancellation shall be non-refundable, save where refund is statutorily mandated.

12. Invoicing and Tax Compliance

12.1. For each valid booking, irrespective of the mode of payment (including prepaid or pay-at-Property bookings), the IVY NEST Patron shall issue a valid tax invoice to the relevant IVY NEST customer in accordance with Applicable Laws. Where the IVY NEST Patron is registered under the Goods and Services Tax laws, such invoice shall be a GST-compliant tax invoice reflecting the full value of consideration. Where the IVY NEST Patron is not registered under GST, a non-GST invoice/bill of supply shall be issued, as applicable.
Notwithstanding the foregoing, the IVY NEST Patron shall remain solely responsible for compliance with all applicable tax laws, including accurate determination, collection, reporting, and payment of all taxes, duties, cess, or levies.

12.2. The Parties agree that the timely issuance of invoices to IVY NEST customers is the exclusive obligation of the IVY NEST Patron. Unless otherwise required by Applicable Law, every valid invoice shall mandatorily contain the following particulars:

12.2.1. Unique invoice number;
12.2.2. Applicable six-digit Service Accounting Code (SAC);
12.2.3. Tax bifurcation indicating CGST and SGST, as applicable;
12.2.4. GST Identification Number (GSTIN) of the person issuing the invoice, if registered;
12.2.5. Place of supply;
12.2.6. Date of issuance; and
12.2.7. Valid signature or authorised electronic authentication, as permitted under law.

12.3. Where IVY NEST offers rooms and/or services (with or without Value Added Services) to Users under its own name, the IVY NEST Patron shall issue the tax invoice or bill of supply in the name of IVY NEST, in accordance with Applicable Laws. In the event that eligible input tax credit on such invoices is not validly passed on to IVY NEST, IVY NEST shall be entitled to deduct the equivalent GST credit amount from any payments due or payable to the IVY NEST Patron.

12.4. IVY NEST reserves the right to withhold, adjust, or release any applicable GST amounts where the IVY NEST Patron does not hold a valid and active GST registration or fails to comply with invoicing requirements.

12.5. If the IVY NEST Patron is registered under GST, it shall mandatorily share its GSTIN with IVY NEST and ensure inclusion of the same on all invoices issued to Users. Failure to do so shall entitle IVY NEST to presume that the IVY NEST Patron is not GST-registered. In such circumstances, IVY NEST may, to the extent required under law, deduct applicable GST, deposit the same with the Government treasury, and recover or withhold such amounts (including any shortfall) from payments due to the IVY NEST Patron.

13. Scope of the Policy

13.1. The IVY NEST Patron/Vendor acknowledges and agrees that it has independently assessed the competence, capability, and business model of IVY NEST and, accordingly, agrees to provide the goods, accommodation inventory, and/or related services strictly in accordance with the terms and conditions set forth in this Agreement and the applicable IVY NEST policies.

13.2. The IVY NEST Patron/Vendor further acknowledges the existence of binding contractual obligations between itself and IVY NEST and agrees to be fully bound by the terms of this Agreement. The IVY NEST Patron/Vendor represents and warrants that it possesses the requisite authority, expertise, and capacity to satisfactorily perform its obligations hereunder.

13.3. IVY NEST shall be entitled to amend, modify, or update the scope of services or the applicable terms of service from time to time, in accordance with business requirements and Applicable Laws, with such amendments taking effect in the manner specified under this Agreement or the relevant IVY NEST policies.

14. Fees and Payment

14.1. Subject to receipt of a valid and complete invoice and satisfactory performance of the services and/or delivery of goods, the Company shall make payment to the Vendor within the timelines expressly agreed and notified in writing or through the IVY NEST Platform, calculated from the date of commencement of services or delivery of goods, as applicable.
Notwithstanding the foregoing, the Company reserves the right, at its sole discretion, to make advance payments, in whole or in part, through card, bank transfer, or any other legally permissible mode of payment, where such advance payment is deemed commercially or operationally necessary.

14.2. The Vendor shall be solely responsible for the determination, payment, reporting, and discharge of all taxes, duties, levies, cess, or statutory charges applicable to it under Indian law, including but not limited to direct taxes, indirect taxes, customs duties, or local levies, and shall indemnify and hold the Company harmless against any claim, penalty, interest, or liability arising from non-compliance with applicable taxation laws.

15. Confidentiality

15.1. Each Party hereby agrees and undertakes to maintain strict and continuing confidentiality with respect to all Confidential Information disclosed by the Disclosing Party to the Receiving Party, or which otherwise comes into the knowledge or possession of the Receiving Party or its personnel as a result of or in connection with this Agreement. The Receiving Party shall implement reasonable and industry-standard safeguards to protect such Confidential Information from unauthorised access, disclosure, or misuse.

15.2. The Confidential Information shall be used solely for the purposes of performance of this Agreement and shall not be used, disclosed, exploited, or appropriated by the Receiving Party or its personnel for any independent, competitive, or personal benefit, whether during the term of this Agreement or thereafter, except as required by law.

16. Content and Data Protection

16.1. “Content” shall include all data, information, software, records, documents, or materials that the Consumer, Vendor, or authorised users provide to or authorise access through the Platform. Use of the services shall not affect the ownership or licence rights of the respective content owner. The Company and its affiliates may access and use such Content strictly for the limited purpose of providing, operating, maintaining, and managing the services, and shall treat all such Content as confidential, disclosing it only to employees, agents, or service providers on a need-to-know basis and solely to the extent necessary for service delivery.

16.2. The Vendor hereby irrevocably undertakes that it shall not, under any circumstances, directly or indirectly, sell, license, transfer, disclose, or otherwise make available any data of the Company, its users, customers, or partners received pursuant to this Agreement to any third party, except where expressly required by Applicable Law.

16.3. The Parties acknowledge that they may have access to certain Data, including personal data and business-critical information. Each Party undertakes that neither it nor its employees, agents, contractors, or associated persons shall store, copy, reproduce, analyse, record, photograph, videography, manipulate, or otherwise misuse such Data, except to the extent strictly required for lawful performance of obligations under this Agreement and in compliance with the Digital Personal Data Protection Act, 2025, the Information Technology Act, 2000, and applicable data-protection rules.

17. Indemnity and Limitation of Liability

17.1. Indemnity

The Vendor shall indemnify, defend, and hold harmless the Company / First Party, including its promoters, directors, officers, employees, affiliates, agents, service providers, sub-contractors, and authorised representatives, from and against any and all claims, demands, actions, proceedings, losses, liabilities, damages, penalties, fines, costs, and expenses, including reasonable attorneys’ fees and legal expenses, arising out of or in connection with:

a) any actual or alleged infringement or violation of intellectual property rights of any person, entity, or organisation caused by the Vendor, its personnel, agents, or subcontractors;

b) any breach or violation of third-party rights, including intellectual property, privacy, data protection, or contractual rights;

c) any non-compliance with Applicable Laws, statutory obligations, regulatory requirements, or governmental directions by the Vendor or its personnel, including but not limited to laws relating to taxation, labour, data protection, consumer protection, and licensing;

d) any gross negligence, wilful misconduct, fraud, misrepresentation, or omission on the part of the Vendor or its personnel;

e) any breach of representations, warranties, covenants, or obligations contained in this Agreement or incorporated policies.

This indemnity obligation shall survive termination or expiry of this Agreement.

17.2. Limitation of Liability

To the maximum extent permitted under Applicable Law, neither Party shall be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, loss of business opportunity, loss of data, loss of goodwill, or loss of revenue, whether arising under contract, tort (including negligence), statute, or otherwise, even if advised of the possibility of such damages.

Nothing contained herein shall limit liability arising from:

• fraud or wilful misconduct;
• breach of confidentiality or data-protection obligations;
• indemnity obligations expressly undertaken under this Agreement;
• liability that cannot be excluded under Applicable Law.

18. Governing Law and Dispute Resolution

18.1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of India, including but not limited to the Indian Contract Act, 1872, the Information Technology Act, 2000, the Digital Personal Data Protection Act, 2025, and other applicable statutes, rules, and regulations in force.

18.2. Amicable Resolution

The Company and the Vendor agree that they shall act in utmost good faith and make all reasonable efforts to resolve any dispute, controversy, or claim arising out of or in connection with this Agreement through mutual discussions and negotiations.

18.3. Jurisdiction

In the event the dispute is not resolved through mutual discussions, the Parties agree that courts at Kolkata, West Bengal, India, shall have exclusive jurisdiction, and the Parties irrevocably submit themselves to such jurisdiction.

18.4. Costs

Each Party shall bear its own costs and expenses incurred in connection with any dispute resolution proceedings, unless otherwise directed by a competent court or authority.

19. Contact and Grievance Redressal

19.1. Grievance Contact

For any grievance, complaint, or clarification relating to this Agreement or services provided through the Platform, the Vendor or User may contact:

IVY Nest Apartments
Email: grievance@ivynestapartments.com

The grievance shall be addressed in accordance with the Company’s Grievance Redressal Policy and applicable statutory timelines under the Consumer Protection (E-Commerce) Rules, 2020 and the Digital Personal Data Protection Act, 2025.