Terms of Use

1.1. These Terms of Use ("Terms", "User Policy", or "Agreement") constitute a legally binding agreement between you (whether accessing as an individual or on behalf of an entity) and Cladbe Platforms LLP ("Cladbe", "Company", "we", "us", or "our"), a limited liability partnership incorporated under the Limited Liability Partnership Act, 2008, having its registered office at Tulsi Nagar, Bareilly, Uttar Pradesh – 243006, India, governing your access to and use of the products and services provided across the Cladbe Ecosystem.

1.2. The Cladbe Ecosystem comprises three integrated pillars: (a) THE STUDIO — project research, data-driven design, market analysis, branding, and launch strategy modules; (b) THE OS — the real estate operating system SaaS platform encompassing inventory management, CRM, financial automation, HR, construction management, documentation, and workflow modules for builders, brokers, and their teams; and (c) THE STAGE — the unified distribution stack including the Cladbe Network of Channel Partners, physical and virtual Experience Centres, the Flash Sale Module, and the Property.new B2C marketplace.

1.3. These Terms apply to all web and mobile applications accessible at cladbe.com, property.new, and all related domains, subdomains, OS dashboards, the My Home App, and any APIs, SDKs, plugins, or third-party integrations provided by Cladbe.

1.4. By accessing, browsing, registering on, or using any part of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, together with all policies, schedules, and documents incorporated herein by reference, including but not limited to the Privacy Policy, Cookie Policy, Refund & Cancellation Policy, and any applicable Master Service Agreement ("MSA"), Channel Partner Agreement, or Project Mandate Schedule.

1.5. If you are accepting these Terms on behalf of a company, partnership, LLP, proprietary concern, Hindu Undivided Family ("HUF"), society, trust, or other legal entity, you represent and warrant that you have the requisite authority to bind such entity. Where a HUF is the contracting party, the Karta shall be deemed the authorised signatory and shall bear personal liability for compliance with these Terms. References to "you" or "your" shall include both the individual and the entity on whose behalf such individual acts.

1.6. In the event of any conflict between these Terms and a separate written agreement executed between you and Cladbe (such as a Builder MSA or Channel Partner Agreement), the specific provisions of such separate agreement shall prevail to the extent of the inconsistency.

1.7. IF YOU DO NOT AGREE TO THESE TERMS IN THEIR ENTIRETY, YOU MUST IMMEDIATELY CEASE ALL ACCESS TO AND USE OF THE SERVICES.

2.1. In these Terms, unless the context otherwise requires, the following expressions shall have the meanings assigned to them below:

"Applicable RERA" means the Real Estate (Regulation and Development) Act, 2016 as implemented by the Real Estate Regulatory Authority of the state in which the specific real estate project is registered, including the rules and regulations framed thereunder by UP RERA, Haryana RERA, Delhi RERA, Maharashtra RERA, or any other State RERA, as the context requires.

"Builder" or "Developer" means any real estate developer, builder, promoter, or landowner (whether individual, partnership, company, LLP, HUF, or other entity) registered under the Applicable RERA who uses the Services to configure, manage, market, or sell real estate projects through the Cladbe Ecosystem.

"Channel Partner" or "CP" means any real estate broker, brokerage firm, agent, or intermediary registered on the Cladbe Network who is authorised to access inventory, manage leads, facilitate customer interactions, and earn commissions through the Platform.

"End Customer" or "Buyer" means any individual, HUF (through its Karta), company, partnership, NRI (Non-Resident Indian), OCI (Overseas Citizen of India), or other entity that uses Property.new, Experience Centres, the My Home App, or associated service flows to discover properties, submit Expressions of Interest, book units, make payments, or manage post-sale interactions.

"Staff/Vendor/Site User" means any employee, contractor, sub-contractor, labourer, vendor, architect, legal counsel, financial auditor, or other personnel who accesses OS modules as authorised by a Builder or Broker organisation.

"Services" means, collectively and individually, all products, features, tools, applications, APIs, SDKs, plugins, communication integrations, AI/ML-based engines, websites, mobile applications, Experience Centres, and any other offerings made available by Cladbe under THE STUDIO, THE OS, and THE STAGE, whether accessed digitally or physically.

"Expression of Interest" or "EOI" means a formal, digitally submitted indication of a Buyer's interest in purchasing a specific unit, processed through the Digital EOI & Token Engine and subject to applicable token payment, priority logic, and allocation procedures.

"Flash Drop" means a limited-duration, high-intensity sales event facilitated through the Flash Sale Module, involving restricted inventory release, time-bound EOI submission, and algorithmic unit allocation.

"Flash Pay" means the automated, expedited commission payout mechanism available to Channel Partners, funded either through Builder pre-funded Cladbe Wallets ("Wallet Flash Pay") with disbursement to Channel Partners after confirmed allocation.

"Inventory Matrix" means the real-time, centralised database of all project units, their specifications, availability status, pricing, payment plans, and associated metadata maintained within THE OS.

"Information Prism" or "Stakeholder Prism" means the controlled information release system that generates multiple, role-specific versions of project data for different stakeholder categories.

"Digital Truth" means the principle of absolute data accuracy whereby all project listings, unit availability, pricing, payment plans, and RERA compliance details displayed on Property.new and the Cladbe Network are sourced directly and in real-time from the Inventory Matrix maintained by the Builder within THE OS.

"My Home App" means the buyer-facing mobile application providing post-booking dashboards, construction timeline updates, payment history, demand letter access, digital snagging, document vault, community newsfeed, facility booking, and maintenance request features.

"Cladbe Generated Assets" means all outputs, derivatives, and intellectual property created by Cladbe through THE STUDIO or THE OS, including but not limited to AI-generated demand models, predictive pricing ladders, algorithmic matchmaking outputs, Digital Twins, 3D renders, walkthroughs, analytical dashboards, brand identity assets, and marketing creatives.

"Revenue Command Centre" means the automated financial management module within THE OS responsible for demand letter generation, payment tracking, Interest on Delay (IOD) calculation, receipt issuance, cash flow projection, and collection management.

"Unified Payout Engine" means the centralised payment processing system that consolidates, validates, and executes all outward financial transactions including vendor payments, contract payouts, commissions, incentives, and payroll, subject to multi-level approval workflows.

"Convenience Fee" means the non-refundable Technology Infrastructure Fee, the amount of which shall be as displayed on the Platform at the time of the relevant transaction and may vary by project, event type, geography, and inventory segment, charged to Buyers per online unit blocking or EOI submission, constituting consideration for the digital infrastructure and transaction facilitation services provided by Cladbe, and distinctly separate from any token amount payable to the Builder.

"Nodal Account" means the designated bank account maintained with an RBI-licensed Payment Aggregator or Escrow Agent through which all customer token payments, EOI amounts, and Flash Pay deductions are routed and settled.

"RERA Project Account" means the Builder's RERA-compliant, project-specific bank account as registered with the relevant State Real Estate Regulatory Authority under Section 4(2)(l)(D) of the Real Estate (Regulation and Development) Act, 2016, or such other designated escrow account as mandated by the Applicable RERA rules, into which amounts realised from allottees must be deposited.

"User Content" means all information, data, documents, messages, images, videos, audio recordings, project materials, marketing creatives, invoices, construction documents, notes, comments, and other content that a user or their organisation uploads, submits, stores, generates, or otherwise makes available through the Services.

"Derived Data" means all aggregated, anonymised, and AI-derived insights, models, analytics, benchmarks, and intelligence generated from any user data processed through the Services, which shall not contain any personally identifiable information attributable to any specific individual.

"Payment Aggregator" or "PA" means the RBI-licensed payment intermediary engaged by Cladbe to process digital payment transactions, including but not limited to token payments, EOI amounts, subscription fees, and commission disbursements.

"Platform" means, collectively, all websites, mobile applications, dashboards, APIs, backend systems, and physical Experience Centres operated by Cladbe.

2.2. Words importing the singular include the plural and vice versa. Words importing any gender include all genders. References to "including" mean "including without limitation." References to legislation include amendments, re-enactments, and subordinate legislation. Headings are for convenience and do not affect interpretation. References to Sections are to sections of these Terms unless otherwise stated.

3.1. The Services include, without limitation:

THE STUDIO: Creation, strategy, and marketing services including but not limited to data-driven market research, historical and predictive sales analysis, and AI/ML demand forecasting; architectural consultancy, unit-mix planning, and space matrix optimisation; amenities mix strategy and project positioning; pricing ladder design, payment plan structuring, and discount planning; brand identity creation, logo, naming, and all associated brand collateral; digital and performance marketing across all relevant platforms; immersive visual asset production including 360 VR/AR models, Digital Twins, drone mapping, walkthroughs, and renders; Go-To-Market strategy, phase-wise launch planning, and market entry execution; and any other creation, consultancy, analytical, strategic, or marketing service that Cladbe introduces from time to time.

THE OS: Technology infrastructure, SaaS operations, and automation services including but not limited to inventory management through the Inventory Matrix with Prism Logic, real-time unit availability, and parking allocation; dynamic and differential pricing across multiple price lists and payment plan configurations; Smart Quotation engine with automated cost calculations and multi-level approval workflows; Digital EOI and Token Engine with online token processing, NRI support, multiple EOI acceptance, and algorithmic priority logic; end-to-end sales lifecycle management; Revenue Command Centre including automated demand letter generation and IOD calculation; Integrated CRM with AI-powered lead scoring; Smart Documentation including automated legal document drafting; Contract lifecycle management; Employee Self-Service portal; omni-channel communication suite with conversational AI; the My Home Super App; and any other technology module that Cladbe introduces from time to time.

THE STAGE: Unified distribution, marketplace, and sales enablement services including but not limited to the Cladbe Distribution Advantage encompassing Day Zero Channel Partner network activation, complete CP onboarding and lifecycle management, differential inventory visibility and pricing control, commission management with varied ladder-based incentive structures and Flash Pay disbursement mechanisms; the Property.new B2C Marketplace providing online discovery through exclusively verified project listings, immersive property exploration through 360 virtual tours, the Cladbe Trust Score project credibility framework, and seamless digital EOI and booking capabilities; Physical and Digital Experience Centres providing immersive project discovery through interactive displays, VR and AR experiences, algorithmic matchmaking, and real-time quotation generation; Sales Team and Channel Partner enablement; the Flash Sale and Campaign Module; and any other distribution mechanism that Cladbe introduces from time to time.

3.2. The Services additionally encompass all APIs, SDKs, plugins, and communication tools (including telephony, messaging, email, and omni-channel communication integrations), and any AI/ML-based features, recommendation engines, predictive analytics tools, and automated workflow systems.

3.3. Cladbe reserves the right to modify, suspend, add to, or discontinue any part of the Services at any time, with or without prior notice, subject to any contractual commitments under an existing MSA. Material changes affecting paid subscribers shall be communicated with reasonable advance notice.

4.1. Intermediary/Aggregator Classification. Cladbe operates strictly as a technology intermediary and aggregator orchestration layer within the meaning of Section 2(1)(w) of the Information Technology Act, 2000 ("IT Act"). Cladbe is not a seller, developer, promoter, or owner of any real estate unit. All real estate projects are developed, owned, marketed, and sold exclusively by the respective Builders/Developers.

4.2. Safe Harbour Protection. To the fullest extent permissible under Section 79 of the IT Act and the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 ("IT Rules"), Cladbe claims the benefit of intermediary safe harbour protection from liability for any third-party information, data, content, or communication links hosted, transmitted, or made available through the Platform.

4.3. E-Commerce Marketplace Classification. To the extent that Property.new qualifies as an "e-commerce entity" operating a "marketplace model" under the Consumer Protection (E-Commerce) Rules, 2020, Cladbe complies with the obligations of a marketplace entity thereunder, including displaying Builder/seller details, clearly communicating cancellation and refund mechanisms, and appointing a grievance officer. Notwithstanding the foregoing, Cladbe does not guarantee or endorse the quality, safety, legality, or delivery of any listed project.

4.4. No Agency. Nothing in these Terms shall create any relationship of agency, partnership, joint venture, employment, or franchise between Cladbe and any user.

4.5. Payment Processing Disclaimer. Cladbe acts purely as the technology orchestration layer that triggers payment processing webhooks and instructions. All funds are held, processed, and settled exclusively by RBI-licensed Payment Aggregators, banks, and/or escrow agents through designated Nodal Accounts. Cladbe does not at any point hold, pool, or control customer or builder funds in its own accounts.

5.1. Age and Competence. You must be at least eighteen (18) years of age and competent to contract under the Indian Contract Act, 1872. You must not be barred from using the Services under any applicable law.

5.2. Purchases for Minors and Special Entities. Where a real estate unit is being purchased in the name of a minor, the legal guardian executing the transaction through the Platform accepts full contractual responsibility. For purchases by a Hindu Undivided Family (HUF), the Karta shall be the authorised representative.

5.3. Professional Capacity. Certain modules within THE OS and THE STAGE are intended exclusively for business or professional users (including Builders, Brokers, Channel Partners, employees, vendors, and site staff). By accessing such modules, you confirm and warrant that you are using them in a professional capacity and possess all requisite licences and registrations.

5.4. NRI and Foreign National Eligibility. Non-Resident Indians (NRIs), Overseas Citizens of India (OCIs), and Persons of Indian Origin (PIOs) accessing the Services for property purchase represent and warrant compliance with all applicable provisions of FEMA and RBI regulations governing property acquisition by non-residents.

5.5. Account Creation. To access most features, you must create an account by providing accurate, current, and complete registration information. You agree to maintain the confidentiality and security of your login credentials.

5.6. Account Responsibility. You are solely responsible for all activities, transactions, and content associated with your account, whether or not you personally authorised them.

5.7. Organisational Accounts. Where accounts are provisioned by a Builder or Broker organisation, the organisation's designated administrator retains the right to manage, restrict, or terminate sub-accounts.

6.1. The following user categories are recognised within the Cladbe Ecosystem:

Builder/Developer Users: Utilise THE STUDIO, THE OS, and THE STAGE to configure and manage real estate projects. Builders bear primary and non-delegable responsibility for the accuracy, legality, and Applicable RERA compliance of all data entered into the Platform.

Broker/Channel Partner (CP) Users: Utilise the OS dashboard, the Cladbe Network, and Property.new to access authorised inventory (subject to Information Prism controls), manage leads, generate quotations, process EOIs, and track commissions. CPs bear responsibility for valid Applicable RERA broker registration.

Staff/Vendor/Site Users: Utilise OS modules strictly as authorised by the parent Builder or Broker organisation. Access levels are governed by the Role & Permission Management system and organisational hierarchy.

End Customer/Buyer Users: Utilise Property.new, Experience Centres, and the My Home App to discover properties, submit EOIs, book units, make payments, and manage post-sale interactions. NRI Buyers additionally bear sole responsibility for FEMA and foreign exchange compliance.

6.2. Each category of user remains solely and independently responsible for the accuracy, legality, and completeness of all data they provide, process, or transmit through the Services, and for compliance with all applicable laws, regulations, and contractual obligations.

7.1. Grant of Licence. Subject to these Terms and any applicable commercial agreement, Cladbe grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services for your internal business purposes (Builders, Brokers, Staff, Vendors, and External Collaborators) or personal property search and transaction purposes (End Customers).

7.2. Restrictions. Except as expressly permitted, you shall not: Copy, reproduce, modify, adapt, translate, or create derivative works of any part of the Services; Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code; Distribute, sell, lease, sublicense, rent, loan, or time-share the Services; Remove, alter, or obscure any proprietary notices, labels, trademarks, or branding; Use the Services to build a competing product or service, or to benchmark the Services against any competing product.

8.1. Ownership of User Content. As between you and Cladbe, you (or your organisation) retain ownership of all User Content, subject to the licence granted herein.

8.2. Licence to Cladbe. You grant Cladbe and its affiliates a worldwide, non-exclusive, royalty-free, perpetual licence to host, store, reproduce, process, cache, transmit, display, distribute, index, and otherwise use User Content as reasonably necessary to provide, maintain, operate, and improve the Services.

8.3. Cladbe Generated Assets and Platform IP. Cladbe retains absolute, exclusive, and perpetual intellectual property rights over all Cladbe Generated Assets, including AI-generated demand models, predictive pricing ladders, algorithmic matchmaking outputs, Digital Twins, 3D renders, analytical dashboards, brand identity assets, and the Cladbe Trust Score methodology.

8.4. Derived Data Ownership. Cladbe retains absolute, perpetual, and irrevocable ownership of all Derived Data. This ownership survives termination of any user account, subscription, or MSA.

8.5. Platform Intellectual Property. All rights, title, and interest in the Services, including software, source code, algorithms, database structures, user interfaces, APIs, trademarks, trade dress, domain names, and documentation, are and shall remain the exclusive property of Cladbe.

8.6. Studio Deliverable Non-Compete. The Builder agrees not to share, reproduce, or commercially utilise any Cladbe Studio deliverable with any competing real estate consultancy, marketing agency, or distribution platform for a period of twelve (12) months from the date of delivery.

9.1. The fundamental value proposition of the Cladbe Ecosystem is "Digital Truth" — the guarantee that all information displayed to Buyers, Brokers, and Channel Partners is sourced directly and in real-time from the Builder's Inventory Matrix within THE OS.

9.2. Builder Warranties. Each Builder expressly warrants and represents that: All inventory data, unit specifications, availability status, pricing, payment plans, floor plans, amenity details, and encumbrance status submitted to THE OS are accurate, current, and complete at all times; The project holds a valid, active registration with the Applicable RERA; The Builder shall update the Inventory Matrix within THE OS on an immediate basis upon any change in unit status, pricing, availability, payment plan, or RERA registration status; The Builder maintains a valid RERA Project Account in compliance with Section 4(2)(l)(D) of the Applicable RERA.

9.3. Builder Indemnity. Each Builder agrees to fully indemnify, defend, and hold harmless Cladbe, its partners, officers, employees, agents, and affiliates against any and all claims, losses, damages, liabilities, penalties, costs, and expenses arising from or related to inaccurate data entry, project defaults, false advertising, RERA non-compliance, tax evasion, or any AML/KYC violations.

9.4. Digital Truth Display Rights. Cladbe maintains the irrevocable right to list, aggregate, index, and publicly display the Builder's live inventory data on the Property.new marketplace and the Cladbe Network. This right applies universally across all subscription tiers and engagement models.

10.1. Technology Facilitator Role. Cladbe operates strictly as a technology facilitator and intermediary in all financial transactions processed through the Platform. Cladbe's role is limited to triggering payment processing instructions via automated webhooks and API integrations.

10.2. Digital Token Payments (EOIs) and RERA-Compliant Fund Routing. Cladbe routes EOI token payments through integrated payment gateways, enabling multiple EOI management and algorithmic priority logic for unit allocation. The fund flow shall be: Customer → Payment Gateway → Nodal/Escrow Account → Builder's RERA Project Account.

10.3. Flash Pay and Commission Payouts. Wallet Flash Pay (The Captain Model): Automated commission payouts to Channel Partners are contingent upon the Builder pre-funding their Cladbe Wallet. Nodal Flash Pay (The Titan Model): Commissions are auto-deducted from the Customer's token money routed through the Nodal Account before the net balance is credited to the Builder's RERA Project Account.

10.4. GST and TDS on Commission Payments. Builders are responsible for deducting Tax Deducted at Source (TDS) under Section 194H of the Income Tax Act, 1961 on all commission/brokerage payments. Each Channel Partner is independently responsible for maintaining valid GST registration and complying with all applicable tax obligations.

10.5. Convenience Fee. A non-refundable Convenience Fee (classified as a Technology Infrastructure Fee) is charged to each End Customer per online unit blocking or EOI submission. This fee is distinctly separate from and in addition to the token amount payable to the Builder.

10.6. Nodal Chargeback Handling and Payment Aggregator Disclaimer. In the event of a payment dispute, chargeback request, or refund claim, Cladbe reserves the right to withhold the disputed amount until the dispute is fully resolved. Cladbe engages RBI-licensed Payment Aggregators for processing digital transactions and shall not be liable for any PA-related issues.

11.1. All users acknowledge and agree that system-generated logs, timestamps, maker-checker workflow clicks, digital approval records, and automated transaction trails generated by the Cladbe Platform ("System Logs") constitute valid, admissible, and legally binding electronic records within the meaning of the Information Technology Act, 2000.

11.2. Users agree that any action performed through authenticated maker-checker workflows, multi-level approval sequences, digital booking confirmations, or quotation approvals within THE OS shall be treated as a valid electronic signature or electronic authentication under the IT Act.

11.3. The "Time Machine" audit trail records all material system events with immutable timestamps, user identification, IP addresses, and action descriptions, serving as the primary evidentiary basis for dispute resolution, regulatory compliance, and forensic audit purposes.

12.1. DPDP Compliance. Cladbe operates in compliance with the Digital Personal Data Protection Act, 2023 ("DPDP Act"), the IT Act, and all applicable data protection laws.

12.2. Data Fiduciary and Processor Roles. Where a Builder or Broker collects and processes personal data of its customers, employees, or vendors through THE OS, the Builder/Broker acts as the Data Fiduciary, and Cladbe acts as the Data Processor.

12.3. Biometric Data. Builders utilising AI-powered facial recognition attendance features are solely responsible for obtaining explicit, informed, and freely given consent from each individual prior to biometric enrolment.

12.4. Omni-Channel Communication Recording. Users utilising Cladbe's integrated telephony, WhatsApp Business API, email, and SMS/RCS tools acknowledge that all communications may be intercepted, recorded, stored, and analysed for lead attribution, quality assurance, sales coaching, dispute resolution, and regulatory compliance.

12.5. Cookie Policy. The Platform uses cookies and similar tracking technologies. Users may withdraw cookie consent at any time through the Platform's cookie preferences settings.

12.6. Privacy Policy. Your use of the Services is additionally governed by the Cladbe Privacy Policy, which is incorporated herein by reference.

13.1. AI-Powered Features. The Platform incorporates AI/ML-powered features including: (a) AI Sales Coach; (b) Algorithmic Matchmaking; (c) Predictive Pricing Tools; (d) Conversational AI chatbot; and (e) AI Analytics & Scoring. These features provide data-driven analytical assistance and do not constitute professional advice of any kind.

13.2. No Fiduciary Duty. Cladbe assumes no fiduciary duty, no guarantee of outcome, and no liability for lost margins, missed sales, sub-optimal pricing decisions, incorrect market predictions, or alleged algorithmic bias.

13.3. Legal Auto-Drafter. The Legal Auto-Drafter generates software-based templates for Booking Forms, Agreements, Demand Letters, IOD calculations, and penalty notices. These are not legal counsel. Users are solely responsible for reviewing auto-generated documents for accuracy and legal compliance.

13.4. Algorithmic Allocation During Flash Drops. By participating in a Flash Drop, the Buyer expressly accepts the algorithmic allocation outcome as final and binding, and waives the right to dispute the allocation methodology, sequence, or result.

14.1. Users accessing Cladbe's physical Experience Centres, Pop-Up locations, or branded offline facilities acknowledge that participation in VR walkthroughs, 360 immersive tours, and interactive displays may cause motion sickness, disorientation, or physical discomfort. Cladbe is not liable for any physical injury, health issue, or property damage sustained on the premises or arising from VR hardware use.

14.2. Visitors to Experience Centres consent to the collection of personal data (including name, contact details, property preferences, EOI intent, and site visit records) through digital and offline mechanisms in accordance with the Privacy Policy.

14.3. Users shall be held financially liable for the intentional or grossly negligent destruction, damage, or theft of any Cladbe hardware assets at Experience Centres.

15.1. You agree not to use the Services (or permit others to use them through your account) to:

Violate any law: Upload, store, transmit, promote, or otherwise make available any content that is unlawful, harmful, fraudulent, misleading, defamatory, obscene, pornographic, invasive of privacy, hateful, or otherwise objectionable under Indian law; that infringes any third-party rights; or that violates any RERA, advertising, consumer protection, data protection, labour, tax, FEMA, or other applicable law.

Interfere with others: Harass, abuse, threaten, stalk, impersonate, or intimidate any person; send spam, unsolicited commercial communications, or bulk messages.

Compromise security: Probe, scan, or test the vulnerability of any system; bypass, disable, or tamper with authentication, access control, or security measures; introduce viruses, malware, or harmful code.

Misuse inventory and data: Scrape, crawl, copy, download, archive, or systematically extract project data, inventory information, pricing ladders, or any content from the Platform except as expressly permitted; manipulate inventory status or bookings; create fake EOIs or generate fraudulent leads.

Abuse communication tools: Use telephony, email, WhatsApp, SMS/RCS, or in-app communication tools to send spam, phishing content, offensive or illegal material.

Leak confidential data: Share, screenshot, photograph, or disseminate the Stakeholder Prism dashboard, dynamic pricing ladders, Flash Drop algorithmic configurations, or any confidential information.

16.1. WhatsApp Business API Compliance. Users utilising the Cladbe Connect Pack (WhatsApp API integration) or any WhatsApp-based communication feature are solely responsible for obtaining valid opt-in consent from all recipients and complying with all applicable Meta/WhatsApp policies.

16.2. Third-Party Integrations Generally. The Services may integrate with third-party platforms, APIs, and services (including Meta/Facebook, Google, payment gateways, property portals, telephony providers, and mapping services). Cladbe does not control and is not responsible for the terms, policies, practices, availability, or content of any third-party platform.

17.1. Users are strictly prohibited from utilising the Cladbe OS, Property.new, the Cladbe Network, Experience Centres, or any other part of the Services to discover, identify, or connect with leads, properties, builders, brokers, channel partners, or buyers, and subsequently taking the transaction offline or outside the Platform to bypass the Unified Payout Engine, evade platform fees, or circumvent commission structures.

17.2. Such non-circumvention obligations shall survive for a period of twelve (12) months following the termination or expiry of the user's account, subscription, or agreement with Cladbe.

17.3. Breach of this clause constitutes a material breach and shall trigger: (a) immediate account termination and revocation of all access; (b) forfeiture of any unpaid commissions, incentives, or pending payouts; (c) liability for pre-determined financial penalties as specified in the applicable MSA or Channel Partner Agreement; and (d) Cladbe's right to pursue all available legal remedies, including injunctive relief and damages.

18.1. As required by Rule 3(1)(b) of the IT Rules, you agree and undertake not to host, display, upload, modify, publish, transmit, store, update, or share any information that:

• Belongs to another person and to which you do not have any right;
• Is defamatory, obscene, pornographic, paedophilic, invasive of another's privacy, insulting or harassing on the basis of gender, libellous, racially or ethnically objectionable;
• Is harmful to children;
• Infringes any patent, trademark, copyright, or other proprietary right;
• Violates any law for the time being in force;
• Deceives or misleads the addressee about the origin of such messages, or communicates information which is patently false or misleading;
• Impersonates another person;
• Contains software viruses or any other computer code designed to interrupt, destroy, or limit the functionality of any computer resource;
• Threatens the unity, integrity, defence, security, or sovereignty of India, friendly relations with foreign States, or public order.

18.2. Grievance Redressal. Cladbe has appointed a Grievance Officer in compliance with the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021. Complaints may be submitted to the Grievance Officer at grievance@cladbe.com.

19.1. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

19.2. Cladbe does not warrant that: (a) the Services will be uninterrupted, timely, secure, or error-free; (b) AI-generated insights will be accurate or complete; (c) defects will be corrected within any timeframe; or (d) the Services will meet specific requirements.

19.3. Cladbe disclaims all liability for: (a) the quality, safety, legality, or delivery of any project or unit; (b) construction delays, defects, or deviations; (c) builder insolvency, RERA non-compliance, or regulatory enforcement; (d) accuracy of any listing, marketing material, or price communicated by a Builder or CP; (e) the conduct, competence, or integrity of any user; and (f) any dispute between a Buyer and a Builder regarding the real estate transaction.

20.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CLADBE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR LOST SALES, REGARDLESS OF THE THEORY OF LIABILITY.

20.2. Aggregate Liability Cap. Cladbe's total aggregate liability shall not exceed the lesser of: (a) the total fees actually paid by the user to Cladbe in the three (3) months preceding the event giving rise to the claim; or (b) Indian Rupees Ten Thousand (₹10,000). For users on the Free/Launch tier or any complimentary, trial, or promotional plan where no fees have been paid to Cladbe, Cladbe's total aggregate liability shall be nil.

20.3. System Uptime. Cladbe does not guarantee 100% uninterrupted uptime. Cladbe shall not be liable for any loss caused by system downtime, scheduled maintenance, internet latency, infrastructure failures, force majeure events, or third-party service disruptions.

20.4. Flash Drops, Limited Inventory Drops, and any campaign designated as a High-Velocity Traffic Event are provided on a best-effort infrastructure basis. Cladbe's maximum aggregate liability for any loss during a High-Velocity Traffic Event is strictly limited to the Flash Sale Setup Fee actually paid by the Builder for that specific event.

21.1. You agree to indemnify, defend, and hold harmless Cladbe, its partners, officers, directors, employees, agents, successors, and assigns from and against any and all claims, demands, losses, damages, liabilities, penalties, fines, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your breach of these Terms or any applicable law; (b) your use or misuse of the Services; (c) your User Content; (d) your violation of any third-party rights; (e) any inaccurate, incomplete, or misleading information you provide; (f) your non-compliance with RERA, GST, DPDP, FEMA, Consumer Protection Act, or any other regulation; (g) your violation of WhatsApp, Meta, or any third-party platform policies; or (h) any dispute between you and any other user or third party arising from your use of the Services.

22.1. Cladbe's Rights. Cladbe may, at its sole discretion, suspend, restrict, or terminate access if: Your use violates these Terms, any applicable law, or any third-party rights; You have failed to pay any SaaS subscription fees, Studio fees, or other amounts due; You (as a Builder) have failed to replenish the Cladbe Wallet or Commission Float; You have engaged in or attempted non-circumvention violations or fee evasion; Your account has been compromised or is being used fraudulently; Continued access poses a security, legal, or reputational risk to the Platform, other users, or Cladbe.

22.2. Effect of Termination. Upon termination: (a) all licence rights shall immediately cease; (b) operational access to THE OS, THE STAGE, and all integrated modules shall be revoked; (c) pending commissions subject to dispute may be forfeited; (d) Cladbe's licence to use User Content shall survive to the extent reasonably necessary for archival, legal compliance, dispute resolution, and the continued integrity of Derived Data.

22.3. Data Export on Termination. Subject to applicable law, Cladbe shall make commercially reasonable efforts to facilitate the export of your raw User Content upon written request made within thirty (30) days of termination, strictly contingent upon the user having cleared all outstanding invoices.

22.4. Survival. Sections 2 (Definitions), 8 (Intellectual Property), 9 (Indemnity), 10 (Financial Disclaimers), 11 (Audit Trail), 17 (Non-Circumvention), 19 (Disclaimers), 20 (Limitation of Liability), 21 (Indemnification), 23 (Governing Law), and any other provisions that by their nature should survive, shall survive any termination or expiration of these Terms.

23.1. Governing Law. These Terms shall be governed by and construed in accordance with the laws of India.

23.2. Arbitration. Any dispute arising out of or relating to these Terms shall be settled by binding arbitration under the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted by a sole arbitrator mutually appointed, or in the absence of agreement, appointed under the Act. The seat and venue shall be New Delhi, India. The language shall be English. The award shall be final and binding.

23.3. Exclusive Jurisdiction. Subject to Section 23.2, the courts at New Delhi, India shall have exclusive jurisdiction.

23.4. Injunctive Relief. Nothing in this Section shall preclude Cladbe from seeking interim or injunctive relief from any court of competent jurisdiction to protect its intellectual property, confidential information, trade secrets, or to enforce non-circumvention obligations.

24.1. Cladbe reserves the right to modify these Terms at any time. Material changes shall be notified through in-app notifications, email, or by publishing revised Terms on the Platform with an updated "Effective Date." Continued use following notification constitutes acceptance.

24.2. If you do not agree to any revised Terms, your sole remedy is to discontinue use and close your account.

25.1. Cladbe is committed to making the Services accessible to persons with disabilities in accordance with the Rights of Persons with Disabilities Act, 2016 and the Guidelines for Indian Government Websites (GIGW) to the extent applicable to private platforms. Cladbe shall endeavour to ensure that the Platform meets reasonable accessibility standards and shall provide alternative access mechanisms (including telephone-based assistance) for users who are unable to access digital interfaces.

25.2. Users requiring accessibility accommodations or encountering accessibility barriers may contact Cladbe at support@cladbe.com. Cladbe shall make commercially reasonable efforts to address accessibility requests.

26.1. Entire Agreement. These Terms, together with the Privacy Policy, Cookie Policy, Refund & Cancellation Policy, and any applicable MSA, Channel Partner Agreement, or Project Mandate Schedule, constitute the entire agreement between you and Cladbe.

26.2. Severability. If any provision is held invalid, illegal, or unenforceable, such provision shall be severed and the remaining provisions shall continue in full force and effect.

26.3. Waiver. No failure or delay by Cladbe in exercising any right shall operate as a waiver thereof.

26.4. Assignment. You may not assign these Terms without Cladbe's prior written consent. Cladbe may freely assign, in whole or in part, to any affiliate, successor, or acquirer without notice or consent.

26.5. Force Majeure. Cladbe shall not be liable for any delay or failure resulting from causes beyond its reasonable control, including natural disasters, epidemics, pandemics, government actions, war, terrorism, labour disputes, internet or telecommunications failures, power outages, or third-party service disruptions. Force Majeure events shall expressly include regulatory inspection, audit, suspension, or freezing of Nodal Accounts by the Reserve Bank of India or any competent regulatory authority; revocation or suspension of a Payment Aggregator's RBI licence; and DDoS attacks or network anomalies affecting High-Velocity Traffic Events.

26.6. Notices. All notices required under these Terms shall be in writing and deemed delivered when sent by email to the address associated with the user's account.

26.7. Language. These Terms are drafted in English. In the event of any conflict between the English version and any translation, the English version shall prevail.

For any questions, complaints, or notices relating to these Terms, the Services, or the Platform:

Cladbe Platforms LLP
Registered Office: Tulsi Nagar, Bareilly, Uttar Pradesh – 243006, India
Email: support@cladbe.com
Website: https://www.cladbe.com

Grievance Officer (appointed under Rule 3(2) of the IT Rules, 2021):
Name: Sumit Kashyap
Email: grievance@cladbe.com
Response Time: Cladbe shall endeavour to acknowledge and resolve grievances within the timelines prescribed under applicable law from the date of receipt of the complaint.