Refund & Cancellation Policy

This Master Refund & Cancellation Policy ("Policy") governs all refund, cancellation, clawback, and reversal scenarios across the Cladbe Platforms LLP ("Cladbe", "we", "us", or "our") ecosystem, including (without limitation):

• Property.new — the consumer-facing B2C marketplace for property discovery, EOI, and digital booking;
• The OS — the SaaS operating system subscriptions for Builders and Channel Partners;
• The Studio — design and launch strategy advisory engagements;
• The Stage — distribution events, time-limited inventory sales, Experience Centres, and pop-up locations;
• Channel Partner commission payouts and clawback scenarios.

This Policy must be read alongside the Master Terms of Use, the Master Privacy Policy, the executed Master SaaS Agreement (MSA), Channel Partner Agreement, Project Onboarding Schedule, Order Form, and any specific commercial terms governing a particular engagement. In the event of any conflict between this Policy and an executed agreement, the executed agreement shall prevail to the extent of the conflict, except where prohibited by applicable law.

By using any Cladbe Service, paying any Cladbe-issued invoice, accepting any Builder/CP commercial terms routed through Cladbe, or submitting any EOI, booking, or payment via Property.new, you acknowledge that you have read, understood, and agreed to be bound by this Policy.

Capitalised terms not defined in this Policy shall have the meanings ascribed to them in the Master Terms of Use or the Master Privacy Policy. The following key definitions apply:

3.1 EOI Token Money

When a Buyer submits an EOI on Property.new, the Token Money (where collected) is transferred directly to the Builder's RBI-licensed nodal or escrow account through Cladbe's integrated Payment Aggregator. Cladbe does not hold, pool, or exercise custody over Buyer Token Money at any stage. Refund of Token Money is governed by the Builder's project-specific terms as published on the Property.new listing or as set out in the Builder-Buyer Agreement.

3.2 Cancellation After Cooling-Off

Cancellation of a booking after expiry of the Cooling-Off Period shall be governed by the executed Builder-Buyer Agreement and applicable RERA provisions. Cladbe acts as a technology platform and does not control or determine refund timelines, deductions, or interest computation in such scenarios; these are matters between the Buyer and the Builder.

3.3 RERA Section 18 Statutory Right

3.4 Buyer Default

Where a Buyer defaults on a milestone-linked Demand Letter, the consequences (including forfeiture of Token Money, levy of Interest on Delay (IOD), and potential cancellation) shall be governed by the executed Builder-Buyer Agreement. Cladbe's role is limited to generating and delivering Demand Letters and tracking payment status through the OS audit log.

3.5 Refund Routing and Reconciliation

All refunds initiated by Builders are routed through the same RBI-licensed Payment Aggregator and nodal account framework used for collection. Cladbe provides a unified reconciliation dashboard for Buyers to track refund status. Cladbe does not initiate refunds on its own account but processes refund instructions submitted by the Builder through the OS.

4.1 No Refund of Subscription Fees

Subscription fees paid to Cladbe for access to the OS (whether monthly, quarterly, or annual) are non-refundable, except as expressly provided in this Section 4 or in the executed MSA. This non-refund position reflects the substantial costs incurred by Cladbe in onboarding, customisation, infrastructure provisioning, and ongoing support.

4.2 Termination by Cladbe for Convenience

Where Cladbe terminates a Builder's or CP's subscription for convenience (and not for cause), Cladbe shall refund the pro-rata portion of any pre-paid subscription fees corresponding to the unused portion of the subscription term. Refund shall be processed within a reasonable period following the effective termination date, through the underlying Payment Aggregator framework.

4.3 Termination by Builder/CP for Cause

Where a Builder or CP terminates the subscription for cause due to Cladbe's material breach (and Cladbe has failed to cure within thirty (30) days of written notice), the Builder/CP shall be entitled to a pro-rata refund of unused subscription fees. Such refund shall be Cladbe's sole liability, in addition to any rights under Section 27 (Indemnification) of the Master Terms of Use.

4.4 Termination for Cause by Cladbe

Where Cladbe terminates a Builder's or CP's subscription for cause (including for non-payment, breach of acceptable use, breach of anti-bribery obligations, or breach of any executed agreement), no refund shall be owed by Cladbe, and any unpaid fees for the remainder of the subscription term shall become immediately due and payable.

4.5 90-Day Read-Only Access Window

4.6 Excluded from Export

The data export does not include Derived Data, AI/ML model outputs, aggregated market intelligence, scoring algorithms, audit log records, system metadata, or any other intellectual property of Cladbe, as set out in Section 8 of the Master Terms of Use.

4.7 Third-Party Communication Provider Suspension

Where a Builder's or CP's account is suspended, blocked, or terminated by a third-party messaging API platform, telecom operator, or business messaging provider for violation of that provider's policies (including TRAI/TCCCPR violations, anti-spam policy violations, or template approval violations), Cladbe shall not be liable for any consequential loss and shall not be obliged to refund Communication Add-On charges, except where the suspension was caused by Cladbe's own breach.

4.8 Add-On & Module Cancellations

Cancellation of optional Add-Ons (such as the Communication Add-On, Studio Plus modules, or premium analytics packs) shall take effect at the end of the then-current billing cycle. No partial-month refunds are payable for Add-On cancellations except where expressly agreed in the Order Form.

5.1 Commission Earning Trigger

CP commissions are earned, computed, and paid out in accordance with the executed Channel Partner Agreement. Standard commission accrual is triggered upon validated booking events recorded on the Cladbe audit log, subject to: (a) successful KYC of the Buyer; (b) receipt of Token Money in the Builder's nodal/escrow account; (c) execution of the Builder-Buyer Agreement; and (d) any additional milestones specified in the CP Agreement.

5.2 Commission Payout Models

Cladbe operates multiple commission payout models, including (without limitation) accelerated payout models linked to specified service-level commitments, and milestone-linked payout models. The applicable commission model, payout schedule, and any service-level commitment shall be governed exclusively by the executed Channel Partner Agreement and any associated commercial schedules.

5.3 Clawback Triggers

CP commissions are subject to clawback (full or partial reversal of accrued or paid commission) in the following circumstances:

• Cancellation of the booking by the Buyer within the Cooling-Off Period or under RERA Section 18;
• Termination of the Builder-Buyer Agreement for any reason attributable to the Buyer or the CP;
• Failure of the Buyer to complete KYC or comply with anti-money-laundering verification within prescribed timelines;
• Discovery of a fraudulent EOI, multi-account booking, or speculative inventory block attributable to the CP;
• Breach by the CP of the Channel Partner Agreement, including off-platform closure, credential sharing, or unauthorised solicitation;
• Breach by the CP of Section 19 (Anti-Bribery) of the Master Terms of Use, including any conduct that exposes Cladbe to liability under the PCA;
• Adjustment under Section 5.5 (Reasonable Compensation Framework for Clawbacks) of this Policy.

5.4 Anti-Bribery and Fraud Clawback

5.5 Reasonable Compensation Framework for Clawbacks

Where a clawback is triggered by Buyer cancellation or default, the parties acknowledge that the clawback represents a genuine pre-estimate of loss in accordance with Section 74 of the Indian Contract Act, 1872, and is not a penalty. Where a court of competent jurisdiction determines that any clawback exceeds reasonable compensation for the actual loss suffered by Cladbe or the Builder, the clawback shall be reduced to such reasonable compensation as determined by the court.

5.6 Clawback Mechanism

Clawbacks shall be implemented by: (a) deduction from future commission payouts owing to the CP; (b) direct invoice to the CP for the clawback amount, payable within fifteen (15) business days; or (c) recovery from any security deposit, retainer, or guarantee held by Cladbe or the Builder. Cladbe maintains a transparent clawback audit trail accessible to the CP through the OS dashboard.

6.1 Phased Deliverable Model

Studio engagements are typically structured around milestone-linked deliverables (e.g., market research, positioning strategy, pricing recommendation, launch plan, creative collateral). Fees for each milestone are earned upon delivery of the corresponding Studio Deliverable and shall not be refundable thereafter, except as set out in this Section 6.

6.2 Termination by Builder for Cause

Where a Builder terminates a Studio engagement for cause due to Cladbe's material breach (and Cladbe has failed to cure within thirty (30) days of written notice), the Builder shall be entitled to: (a) refund of fees paid for any Studio Deliverable not yet delivered; and (b) retention of all Studio Deliverables already delivered, subject to Cladbe's IP rights under Section 8 of the Master Terms of Use.

6.3 Termination by Cladbe for Cause

Where Cladbe terminates a Studio engagement for cause (including non-payment of fees, breach of confidentiality, or breach of anti-bribery obligations), no refund shall be payable, and any unpaid fees for delivered Studio Deliverables shall become immediately due and payable.

6.4 Confidentiality of Studio Deliverables

Studio Deliverables and the underlying market intelligence are subject to mutual confidentiality obligations under Section 8 of the Master Terms of Use. Notwithstanding refund or termination, the confidentiality obligations shall continue to apply.

EOIs and bookings made at Cladbe Experience Centres or pop-up locations are governed by the same refund and cancellation framework as digital bookings on Property.new (Section 3 above). The Cooling-Off Period applies, RERA Section 18 protections apply, and Token Money is routed through the same RBI-licensed Payment Aggregator framework. The Experience Centre acts as a physical extension of Property.new for EOI purposes.

Where Cladbe is the entity required to process a refund (for example, a SaaS subscription overpayment or a pro-rata refund on convenience termination), Cladbe will process the refund promptly through the underlying Payment Aggregator framework following reconciliation, and will use reasonable efforts to do so without undue delay. Where a refund is governed by a statutory timeline (such as the timeline applicable to a refund under Section 18 of the Real Estate (Regulation and Development) Act, 2016), that statutory timeline applies. Refunds arising from a Builder-Buyer transaction are processed by the Builder in accordance with the Builder-Buyer Agreement and applicable law.

All refund timelines are subject to: (a) the Buyer/User providing accurate bank account or payment instrument details; (b) absence of payment system freezes, IBC moratoriums, or other Force Majeure Events under Section 13; and (c) successful reconciliation through the underlying Payment Aggregator framework.

All electronic records generated, stored, and produced by Cladbe in connection with any refund, cancellation, clawback, or dispute matter — including, without limitation, audit log entries, payment records, EOI submission timestamps, IVR disclosures, communication recordings, demand letter receipts, and dashboard screenshots — shall be admissible in evidence in accordance with Section 65B of the Indian Evidence Act, 1872.

10.1 Grievance Officer

Cladbe has designated Sumit Kashyap as Grievance Officer. Refund and cancellation grievances may be submitted to grievance@cladbe.com or by post to Cladbe Platforms LLP, Tulsi Nagar, Bareilly, Uttar Pradesh – 243006, India.

10.2 Acknowledgement Timeline

10.3 Resolution Timeline

Cladbe shall endeavour to resolve grievances as follows:

• SaaS subscription / Studio refund disputes: within a reasonable period of receipt;
• Communication Add-On disputes: within a reasonable period of receipt;
• Property transaction disputes (Buyer-Builder): Cladbe shall endeavour to facilitate resolution between the parties within a reasonable period; final resolution timelines are governed by the Builder-Buyer Agreement and applicable RERA provisions;
• Commission clawback disputes (CP): within a reasonable period of receipt of complete documentation;
• Personal data / DPDP requests: within the timelines prescribed under the Digital Personal Data Protection Act and Rules, as in force from time to time.

10.4 Escalation

Where a grievance is not resolved to the User's satisfaction, escalation lies to: (a) the appropriate consumer forum under the Consumer Protection Act, 2019; (b) the relevant State RERA Authority; (c) the Data Protection Board of India (for Personal Data matters); or (d) any other competent regulatory authority.

Nothing in this Policy shall be construed to limit, waive, or impair any statutory right of a Buyer under the Real Estate (Regulation and Development) Act, 2016 ("RERA"), the Consumer Protection Act, 2019, or any other consumer protection law applicable to property transactions in India.

Where the terms of this Policy are inconsistent with any non-waivable statutory right under RERA or consumer protection law, the statutory right shall prevail to the extent of the inconsistency. Without limitation, a Buyer's right to refund with interest under Section 18 of RERA in cases of project delay is preserved in full and shall not be diluted by any provision of this Policy.

During time-limited inventory sale events on Property.new, the following refund provisions apply:

12.1 Token Money Refund During Sale

Token Money paid during a time-limited inventory sale event remains subject to any project-specific Cooling-Off Period set out in the Builder-Buyer Agreement, except where the time-limited terms expressly disclaim cooling-off in accordance with applicable consumer protection law and the disclaimer is presented to the Buyer with conspicuous notice prior to payment.

12.2 Inventory Allocation Disputes

Where a Buyer pays Token Money during a time-limited sale event but the requested inventory is allocated to another Buyer due to high velocity or technical constraints, the Token Money shall be refunded in full, without deduction, within a reasonable period. The Cladbe audit log serves as conclusive evidence of allocation timestamp and queue position.

12.3 Sale Event Cancellation

Where a time-limited inventory sale event is cancelled or rescheduled by the Builder or by Cladbe due to Force Majeure or regulatory direction, all Token Money shall be refunded in full, without deduction, within a reasonable period.

13.1 Force Majeure

Neither Cladbe nor any Builder shall be liable for any failure or delay in processing refunds caused by events beyond reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, pandemic, government action, regulatory directive, telecom or internet outage, infrastructure failure, fire, flood, earthquake, or labour dispute ("Force Majeure Event").

13.2 RBI / Payment System Freezes

Without limiting Section 13.1, any freeze, restriction, or suspension imposed by the Reserve Bank of India, the National Payments Corporation of India, or any payment system operator on payment aggregators, nodal accounts, or escrow accounts (including in respect of any Cladbe-integrated Payment Aggregator) shall constitute a Force Majeure Event. Refund timelines shall be suspended during the freeze period and shall resume promptly upon lifting of the freeze.

13.3 IBC Moratorium

13.4 Notice and Mitigation

The party affected by a Force Majeure Event shall promptly notify the other party and use commercially reasonable efforts to mitigate the impact and resume performance as soon as practicable.

14.1 Cladbe Aggregate Liability

14.2 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLADBE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITIES, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO ANY REFUND, CANCELLATION, CLAWBACK, OR DISPUTE MATTER UNDER THIS POLICY.

14.3 Carve-Outs

Nothing in this Section 14 operates to exclude or limit any liability or right that cannot be excluded or limited under applicable Indian law.

Cladbe maintains a comprehensive audit log system that records all refund-relevant events, including:

• EOI submission timestamps and Token Money payment confirmations;
• Cooling-Off period start and expiry timestamps;
• Cancellation requests and approval timelines;
• Demand letter generation, acceptance, and payment events;
• Commission accrual, payout, and clawback events;
• Refund initiation, processing, and confirmation events;
• Dispute escalation and resolution timestamps.

The audit log is tamper-resistant, cryptographically time-stamped, and serves as the primary evidence source for all dispute resolution. Where a dispute arises, the audit log record shall be presumed accurate, and the burden of demonstrating any inaccuracy shall lie with the party challenging the record.

This Policy shall be governed by and construed in accordance with the laws of India, including without limitation RERA, the Consumer Protection Act, 2019, the DPDP Act, 2023, and the Information Technology Act, 2000.

Disputes arising out of or relating to this Policy shall be resolved as follows:

• Buyer-Builder property transaction disputes shall be resolved before the relevant State RERA Authority or competent consumer forum under the Consumer Protection Act, 2019;
• Cladbe-User disputes (including SaaS subscription, CP commission, and Studio engagement disputes) shall be resolved by binding arbitration under the Arbitration and Conciliation Act, 1996, with seat and venue at New Delhi, India;
• Personal data and DPDP-related grievances may be escalated to the Data Protection Board of India, with appeals to the Telecom Disputes Settlement and Appellate Tribunal (TDSAT);
• Subject to mandatory regulatory jurisdiction and the foregoing arbitration obligation, the exclusive jurisdiction for interim relief and enforcement of arbitral awards shall vest in the competent courts at New Delhi.

Nothing in this Policy limits the right of any consumer or Data Principal to seek redress before a competent regulatory authority or consumer forum.

For refund, cancellation, or clawback queries, please contact: