Asset Partner Agreement

Date: March 12, 2026

ELECTRONIC CONTRACT DECLARATION: BY CLICKING "I AGREE," "ACCEPT," OR BY MAKING PAYMENT OF THE ONBOARDING FEE, YOU (THE "PARTNER") REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND ACCEPTED THE TERMS OF THIS AGREEMENT AND HAVE THE LEGAL CAPACITY TO ENTER INTO THIS BINDING CONTRACT.

This Agreement is an electronic record in terms of the Information Technology Act, 2000 and rules made thereunder as applicable. This electronic record is generated by a computer system and does not require any physical or digital signatures.

By clicking the acceptance checkbox and making payment of the Onboarding Fee, you (the "Partner") are entering into a legally binding contract with Websequent Tech Private Limited.

BETWEEN

WEBSEQUENT TECH PRIVATE LIMITED, a company incorporated under the Companies Act, 2013, bearing CIN: U63122GJ2025PTC158090, having its registered office at

F-501, Shashwat Zelous, Near Bhulabhai Park-3,
Chandkheda, Gandhinagar,
Ahmedabad – 382424, Gujarat

Operating under the brand name "Villestate" (hereinafter referred to as the "Company" or "Villestate" which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors and permitted assigns).

AND

THE ASSET PARTNER, being the individual or legal entity registering on the Villestate platform (hereinafter referred to as the "Partner", which expression shall include heirs, executors, administrators, and permitted assigns).

(The Company and the Partner are collectively referred to as the "Parties" and individually as a "Party".)

SECTION 1 — APPOINTMENT & RELATIONSHIP STRUCTURE

1.1 Appointment: The Company hereby appoints the Partner as a non-exclusive Asset Partner for the term of this Agreement to promote and facilitate real estate transactions through the Villestate platform.

1.2 Principal-to-Principal: The relationship between the Company and the Partner is strictly on a Principal-to-Principal basis.

1.3 Independent Contractor Status: The Partner acknowledges that they are an Independent Contractor. The Partner retains full autonomy regarding their working hours, methods of operation, and location of work. The Company shall not exercise control over the day-to-day activities of the Partner beyond the requirements of platform usage and brand compliance.

1.4 No Employment: This Agreement does not create an employer-employee relationship. The Partner waives all rights to claim statutory employment benefits such as Provident Fund (PF), ESIC, Gratuity, Bonus, or any other labor law entitlements.

1.5 No Partnership: Nothing in this Agreement shall be construed to create a legal partnership or joint venture between the parties.

1.6 No Franchise: No franchise rights are granted or implied by this Agreement.

1.7 No Binding Authority: The Partner has no authority to bind the Company to any third-party contracts, make financial promises, or incur liabilities on behalf of the Company.

1.8 Authorized Signatory: The Partner shall not represent themselves as an "Authorized Signatory," "Director," or "Employee" of the Company.

SECTION 2 — ONBOARDING FEES & REFUND POLICY

2.1 Onboarding Fee: The Partner agrees to pay a one-time, non-recurring Onboarding Fee of ₹49,999/- (Rupees Forty-Nine Thousand Nine Hundred Ninety-Nine Only) plus applicable GST.

2.2 Discounts: Promotional or early-bird discounts may be applied to the Onboarding Fee at the sole discretion of the Company.

2.3 Refund Policy

The Onboarding Fee paid by the Partner is strictly non-refundable except under the following two (2) specific conditions only:

Condition A — Non-Delivery of CRM Access:
If the Company fails to provide CRM credentials to the Partner within 7 (seven) working days from the date of confirmed payment, the Partner shall be entitled to a 100% (full) refund of the Onboarding Fee paid. To claim this refund, the Partner must submit a written refund request to info@villestate.com within 14 (fourteen) days of the payment date. The Company shall process the refund within 15 (fifteen) working days of verifying the non-delivery.

Condition B — Cooling-Off Period:
If the Partner submits a written refund request to info@villestate.com within 7 (seven) calendar days from the date of payment (the 'Cooling-Off Period'), the Partner shall be entitled to a 100% (full) refund of the Onboarding Fee paid, provided that CRM credentials have NOT yet been accessed or utilized by the Partner at the time of the request. The Company shall process the refund within 15 (fifteen) working days of receiving and verifying the request.

2.4 Strict Non-Refundability in All Other Cases:

Except for the two specific conditions stated in Section 2.3 above, the Onboarding Fee is strictly non-refundable under any circumstances whatsoever, including but not limited to:

1. Failure of the Partner to generate leads, sales, or income;
2. Dissatisfaction with the platform, training materials, or services after CRM access has been granted and utilized;
3. Inactivity or non-usage of the platform after CRM credentials have been issued;
4. Market fluctuations, builder defaults, or external economic conditions;
5. Termination of this Agreement by either party after the 7-day Cooling-Off Period has lapsed and CRM credentials have been issued;
6. Change of mind, personal circumstances, or business decision of the Partner after the Cooling-Off Period.

By accepting this Agreement, the Partner acknowledges and confirms their understanding of this refund policy.

2.5 Refund Processing:
All approved refunds shall be processed to the original payment source used by the Partner. The Company shall not be liable for delays caused by banking or payment gateway processing timelines beyond its control.

SECTION 3 — PAYMENT DISPUTE RESOLUTION

3.1 Banking Rights: The Partner acknowledges their right to raise payment disputes with their issuing bank in accordance with applicable RBI guidelines.

3.2 Internal Escalation: Before initiating any formal chargeback or banking dispute, the Partner agrees to first raise the grievance internally by contacting info@villestate.com for resolution.

3.3 Good Faith Resolution: Both parties agree to resolve payment disputes in good faith within 14 business days of the complaint being logged.

3.4 Temporary Suspension: The Company reserves the right to temporarily suspend platform access while an active payment dispute or chargeback is under investigation by the bank.

SECTION 4 — COMMISSION FRAMEWORK & PAYOUT RULES

4.1 Structure: Commissions payable to the Partner shall be as per the specific project listings and slabs available on the platform CRM.

4.2 Payout Condition: Commission is payable to the Partner ONLY after the Company receives the full, undisputed commission amount from the respective builder/developer.

4.3 Timeline: Standard payout timeline is within 7-10 working days of receipt of cleared funds by the Company.

4.4 Documentation: Payouts are subject to completion of KYC and tax documentation as required.

4.5 Commission Clawback (Revised): The Company may reclaim or claw back paid commissions ONLY if: (a) the builder reverses the payment to the Company due to cancellation of the booking; AND (b) such reversal is due to proven fraud or misrepresentation by the Partner. The clawback amount shall be limited strictly to the actual amount reversed by the builder.

4.6 Disputes: Any commission discrepancies must be reported to info@villestate.com within 30 days of the payout.

4.7 No Targets: No minimum sales targets are imposed on the Partner.

4.8 No Guarantee: The Company provides no guarantee regarding the quantity of leads or conversion rates.

SECTION 5 — EARNINGS DISCLAIMER & TRANSPARENCY

5.1 Effort Based: Earnings depend entirely on the Partner's individual effort, skills, and prevailing market conditions.

5.2 No Fixed Income: There is absolutely no promise, guarantee, or assurance of a fixed monthly income, salary, or minimum earnings.

5.3 Key Declaration: "The Company has made no oral or written promise, representation, or guarantee of any specific income, earnings, leads, or sales volumes to the Partner. Any income illustrations in marketing materials are for representational purposes only and do not constitute a promise or guarantee of future results. Past performance of other partners, if shown, is not indicative of future results for this Partner."

5.4 Entrepreneurial Risk: The Partner acknowledges and accepts all inherent entrepreneurial and real estate market risks.

5.5 Acknowledgment: The Partner must explicitly acknowledge this disclaimer during the digital acceptance process.

SECTION 6 — COMPANY'S SERVICE COMMITMENTS

6.1 CRM Access: The Company commits to providing active CRM credentials within 7 working days of payment confirmation.

6.2 Training: Access to training materials and modules shall be provided within 10 working days of onboarding.

6.3 Support: The Company shall endeavor to respond to Partner support queries sent to info@villestate.com within 48 business hours.

6.4 Maintenance: The Company shall maintain the platform and provide necessary technical updates for functionality.

SECTION 7 — ANTI-CIRCUMVENTION & LEAD PROTECTION

7.1 Bypass Prohibition: The Partner shall not bypass the Company to deal directly with builders or developers introduced through the Villestate platform for any transactions.

7.2 Scope: This applies to all clients, builders, and leads identified or introduced via the platform.

7.3 Entitlement: The Company is entitled to its full share of commission if a Partner closes a deal with a platform-introduced builder within 24 months of the introduction.

7.4 Liquidated Damages (Revised): In the event of a proven breach of this section, the Partner shall be liable to pay liquidated damages equivalent to 125% of the bypassed commission value. The parties agree that this amount represents a genuine pre-estimate of loss, considering the Company's opportunity cost, platform investment, and brand damage, and is reasonable under Section 74 of the Indian Contract Act, 1872.

7.5 Not a Penalty: The Partner agrees that the damages specified in Clause 7.4 are compensatory in nature and not a penalty.

SECTION 8 — BUILDER & CLIENT PROTECTION

8.1 Unauthorized Agreements: No "Side Agreements" or unauthorized deals with builders are permitted.

8.2 Commission Alteration: No alteration of commission terms with builders is allowed without the Company’s prior written approval.

8.3 Cash Prohibition: The Partner shall not collect cash, token money, or booking amounts from clients in their personal capacity. All payments must be made directly to the Builder or Company accounts.

8.4 Private Brokerage: No private brokerage arrangements are allowed for properties listed on the Villestate platform.

SECTION 9 — LEGAL & RERA COMPLIANCE

9.1 Mutual RERA Compliance:

• The Company represents that it maintains necessary platform-level RERA registrations as a real estate agent/intermediary in the states where it operates.
• The Partner agrees to obtain and maintain their own individual RERA registration as a real estate agent in their respective state of operation as required by law.
• Both parties agree to operate in full compliance with the Real Estate (Regulation and Development) Act, 2016.

9.2 Misleading Ads: No misleading, false, or unauthorized advertisements shall be published by the Partner.

9.3 False Promises: No false income guarantees or property appreciation promises shall be made to clients.

9.4 Brand Guidelines: All marketing collateral must strictly adhere to the Company’s brand guidelines.

SECTION 10 — CRIMINAL LIABILITY SHIELD & INDEMNITY

10.1 No Responsibility: The Company is not responsible for any illegal, criminal, or unauthorized acts committed by the Partner.

10.2 Scope: This includes fraud, cheating, misrepresentation, forgery, tax evasion, or unauthorized cash dealings.

10.3 Indemnity: The Partner agrees to indemnify and hold the Company harmless against all losses, fines, penalties, or legal costs arising directly from the Partner's proven misconduct or criminal acts.

SECTION 11 — KYC & VERIFICATION

11.1 Documents: The Company reserves the right to request PAN, Aadhaar, and other KYC documents for verification.

11.2 Verification: The Company may conduct third-party background and character verification of the Partner.

11.3 Suspension: Failure to provide valid KYC documents or failing a background check may result in platform suspension.

SECTION 12 — DATA PRIVACY & DPDP ACT 2023 COMPLIANCE

12.1 Ownership: All CRM data, analytics, and lead information remain the exclusive property of the Company.

12.2 Roles: Under the Digital Personal Data Protection (DPDP) Act, 2023, the Company acts as the Data Fiduciary, and the Partner acts as a Data Processor.

12.3 Revised DPDP Liability:

• The Company acknowledges it is the primary Data Fiduciary and bears statutory liability before the Data Protection Board.
• The Partner agrees to indemnify the Company for financial losses arising specifically from the Partner's willful data breach or gross negligence in handling personal data.
• Such indemnity shall be capped at ₹5,00,000/- (Rupees Five Lakhs) or 10 times the Onboarding Fee, whichever is lower.
• Indemnity claims require documented proof of loss and breach attribution.

12.4 Data Breach: The Partner is prohibited from extracting, scraping, selling, or misusing customer data.

12.5 Revocation: Access to data is a revocable license which terminates upon the expiry or termination of this Agreement.

SECTION 13 — CONFIDENTIALITY

13.1 Trade Secrets: Commission structures, internal builder agreements, and proprietary data are strictly confidential.

13.2 Systems: Internal training methods, software systems, and business strategies shall not be disclosed to third parties.

13.3 Survival: Confidentiality obligations shall survive for a period of five (5) years post-termination.

SECTION 14 — NON-SOLICITATION

14.1 Staff: The Partner shall not solicit or hire Company employees for their own business.

14.2 Vendors: The Partner shall not solicit or divert Company vendors or service providers.

14.3 Duration: This restriction remains valid during the term and for 12 months thereafter.

SECTION 15 — ELECTRONIC RECORD & LOG VALIDITY

15.1 Evidence: CRM logs, system activity records, and access history are admissible as primary legal evidence.

15.2 Timestamps: Digital timestamps of acceptances, logins, and lead actions constitute valid proof of activity.

15.3 Notice: Electronic communication sent to info@villestate.com or received from the Company's official domain shall be legally binding.

15.4 Compliance: This Agreement adheres to the requirements of the Information Technology Act, 2000.

SECTION 16 — SUSPENSION & TERMINATION

16.1 Breach: Immediate suspension may occur for material breach of this Agreement.

16.2 Fee Forfeiture: Upon termination for cause, the Onboarding Fee remains non-refundable (subject to Section 2.3).

16.3 Brand Harm: The Company may terminate this Agreement if the Partner's conduct causes demonstrable harm to the Company's brand reputation.

16.4 Revocation: All digital access and licenses are revoked immediately upon the effective date of termination.

SECTION 17 — LIMITATION OF LIABILITY

17.1 Liability Cap: The maximum cumulative liability of the Company towards the Partner for any claims arising under this Agreement shall be limited to three (3) times the Onboarding Fee paid.

17.2 Mutual Exclusion: Neither party shall be liable to the other for any indirect, incidental, special, or consequential damages.

17.3 Market Risks: The Company is not liable for losses due to market fluctuations or builder project delays.

17.4 Third-Party Default: The Company is not liable for payment defaults by builders or developers.

17.5 Force Majeure: Force Majeure events excuse performance obligations for both parties.

SECTION 18 — TAXATION & REGULATORY COMPLIANCE

18.1 GST: Both parties shall comply with GST laws. Partner must provide GSTIN if applicable.

18.2 Invoicing: Mutual invoicing for commissions shall occur as per standard accounting practices.

18.3 TDS: Tax Deducted at Source (TDS) shall be deducted as per the Income Tax Act, 1961. Valid PAN is mandatory.

18.4 Self-Filing: The Partner is solely responsible for their own tax filings and liabilities.

18.5 Professional Tax: The Partner is responsible for their own Professional Tax compliance.

18.6 Indemnity: The Partner indemnifies the Company against tax liabilities arising from the Partner's failure to file or pay taxes.

SECTION 19 — INTERNAL DISPUTE RESOLUTION

19.1 Mandatory Grievance: Filing a written grievance to info@villestate.com is a mandatory first step before initiating legal action.

19.2 Cooling-Off: A 30-day "Cooling-off" window for mutual resolution must be exhausted before arbitration.

SECTION 20 — ARBITRATION & JURISDICTION

20.1 Arbitration: Unresolved disputes shall be referred to Arbitration under the Arbitration & Conciliation Act, 1996.

20.2 Seat & Venue: The Seat and Venue of Arbitration shall be Ahmedabad, Gujarat.

20.3 Jurisdiction: Courts at Ahmedabad shall have exclusive jurisdiction over any matters arising out of this Agreement.

SECTION 21 — DIGITAL REPUTATION & CONDUCT (NARROWED)

21.1 Non-Disparagement: The Partner shall not post knowingly false, defamatory, or malicious content against the Company. This clause does NOT restrict the Partner from:

1. Filing truthful complaints with consumer forums, RERA, or Ombudsmen;
2. Posting factual, honest reviews of services received;
3. Making regulatory complaints to statutory authorities.

21.2 Handles: The Partner is prohibited from using "Villestate" in personal social media handles or URLs without a written NOC.

21.3 Ads: The Partner shall not run unapproved digital ads that compete directly with the Company’s official brand campaigns.

SECTION 22 — FORCE MAJEURE

22.1 Events: Neither party shall be liable for failure to perform due to "Acts of God," pandemics, government lockdowns, internet outages, or other events beyond reasonable control.

SECTION 23 — SURVIVAL CLAUSE

23.1 Survival: Clauses related to Confidentiality, Indemnity, Anti-Circumvention, DPDP Compliance, and Limitation of Liability shall survive the termination of this Agreement.

SECTION 24 — SEVERABILITY

24.1 Validity: If any specific clause is found invalid by a court of law, the remaining clauses of the Agreement remain fully enforceable.

SECTION 25 — ENTIRE AGREEMENT

25.1 Integration: This document constitutes the entire agreement and supersedes all prior verbal or written discussions. No oral promise of income shall be binding.

SECTION 26 —GOVERNING LAW

26.1 Law: This Agreement shall be governed by and construed in accordance with the laws of India.

26.2 Courts: Subject to the Arbitration clause, the courts at Ahmedabad, Gujarat shall have exclusive jurisdiction.

Electronic Record of Acceptance:

Upon checking the acceptance checkbox and completing payment, the platform shall automatically generate and securely store the following records:

1. Date and time of acceptance (in Indian Standard Time — IST);
2. The Partner's IP address and device fingerprint at the time of acceptance;
3. A unique Agreement Reference Number assigned to the Partner's accepted agreement;
4. A cryptographic hash of the accepted agreement version for integrity verification.

A copy of this accepted Agreement along with the Agreement Reference Number shall be dispatched to the Partner's registered email address within 24 (twenty-four) hours of acceptance, serving as their binding acknowledgment receipt.

Legal Validity:

This single-checkbox click-wrap acceptance constitutes a valid, binding, and fully enforceable electronic contract under: 

• Section 10A of the Information Technology Act, 2000 (electronic contracts are valid)
• Section 4 of the Indian Contract Act, 1872 (acceptance by conduct)
• The Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021
• Judicial precedents recognizing click-wrap agreements as legally binding in India

No physical, wet-ink, or separate electronic/digital signature (as defined under the IT Act, 2000 or otherwise) is required for the validity or enforceability of this Agreement.