Terms of Use

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 (LLPIN: ACH-4755), 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.

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, CRM, financial automation, HR, construction, documentation, and workflow modules for builders, brokers, and their teams; and (c) The Stage — the unified distribution stack including the network of Channel Partners, physical and virtual Experience Centres, time-limited inventory campaign infrastructure, and the Property.new B2C marketplace.

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

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 the Master Privacy Policy, Cookie Policy, Master Refund & Cancellation Policy, and any applicable Master Service Agreement ("MSA"), Channel Partner Agreement, or Project Mandate Schedule.

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.

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.

Plain Language and Multi-Language Availability: These Terms are published in English using plain language. As required under the IT Rules, a copy of these Terms in any of the languages specified in the Eighth Schedule of the Constitution of India will be made available to a User upon written request to info@cladbe.com within a reasonable timeframe.

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

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

2.2. Words importing the singular include the plural and vice versa. References to "including" mean "including without limitation." References to legislation include amendments, re-enactments, and subordinate legislation. Headings are for convenience only.

3.1. The Services include, broadly and without limitation, the following categories of functionality across the three pillars of the Cladbe Ecosystem:

• The Studio. Research, design, strategic planning, brand, and creative production services in connection with real estate project preparation, positioning, and launch. The specific deliverables shall be as agreed in the executed Statement of Work or MSA.
• The OS. A real estate operating system providing technology infrastructure, SaaS workflows, and automation across project inventory, sales, finance, documentation, workforce, communication, and post-sale operations. The specific modules accessible to any User are determined by the applicable subscription plan or executed MSA.
• The Stage. A unified distribution and marketplace stack including channel partner network management, the Property.new B2C marketplace, physical and virtual Experience Centres, and time-limited inventory campaign infrastructure. The specific distribution services accessible to any User are determined by the applicable engagement model or executed MSA.

3.2. The Services additionally encompass all APIs, SDKs, plugins, and communication tools (including telephony, messaging, email, and omni-channel integrations through third-party carriers and API providers), and any AI/ML-based features, recommendation engines, predictive analytics, 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 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. Cladbe does not initiate, select, or modify the information contained in transmissions processed through the Services, except as reasonably required for technical processing, automated workflow execution, and platform operation.

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: (a) displaying Builder/seller details and contact information for each listing; (b) clearly communicating cancellation, refund, and grievance redressal mechanisms; (c) not manipulating search results or listings in a manner that disadvantages consumers; (d) appointing a grievance officer and maintaining adequate customer redressal infrastructure; (e) ensuring that no unfair trade practices are facilitated through the Platform; (f) ensuring that any preferential listing or differentiated treatment is transparently disclosed; (g) obtaining explicit affirmative consent from consumers (with no pre-ticked checkboxes); and (h) not imposing cancellation charges on consumers unless equivalent charges are also borne by Cladbe in cases of unilateral cancellation.

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. No user is authorised to make any representation, warranty, or commitment on behalf of Cladbe.

4.5 Payment Processing Disclaimer

Cladbe acts purely as the technology orchestration layer that triggers payment processing webhooks and instructions. Buyer principal funds — including EOI token amounts, booking amounts, instalment payments, commission payouts, and vendor payments — are held, processed, and settled exclusively by RBI-licensed Payment Aggregators, banks, and/or escrow agents through designated Nodal Accounts and Escrow Accounts under the PA Directions. Cladbe does not at any point hold, pool, or control buyer principal funds in its own accounts. Cladbe's service fees, Convenience Fees, and other revenue are settled to Cladbe via the same RBI-licensed Payment Aggregator framework as a sub-merchant.

4.6 Property.new Listing Sources and Aggregation

Projects appear on Property.new through more than one route. Some listings are compiled from publicly maintained Real Estate Regulatory Authority ("RERA") registries operated by State Real Estate Regulatory Authorities in India, and from publicly maintained Development Authority portals (such as DDA, YEIDA, and NOIDA Authority) in respect of statutory government housing scheme listings. Other listings are onboarded directly by Builders/Developers who bring their projects onto Property.new. Cladbe compiles, indexes, and displays this information on Property.new to support buyer discovery and statutory transparency in the real estate market, and operates this functionality as an intermediary within the meaning of Section 2(1)(w) of the IT Act, claiming the benefit of safe harbour protection under Section 79 of the IT Act in respect of such third-party information.

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 compliance with these Terms, all applicable laws, and all financial obligations arising from the transaction. The guardian's eKYC and identity verification shall be mandatory in addition to the minor's details. For purchases by a 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. By accessing such modules, you confirm and warrant that you possess all requisite licences, registrations, and authorisations (including, where applicable, valid Applicable RERA registration).

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 that: (a) they comply with all applicable provisions of the Foreign Exchange Management Act, 1999 ("FEMA"); (b) all payments shall be routed exclusively through FEMA-compliant banking channels; (c) they are not citizens of or entities incorporated in countries prohibited from acquiring immovable property in India; and (d) they shall obtain all necessary RBI approvals or comply with general/automatic route permissions.

5.5 Account Creation. To access most features, you must either (a) create an account by providing accurate, current, and complete registration information, or (b) be provisioned an account by your organisation. You agree to provide and maintain accurate account information at all times; maintain the confidentiality of your login credentials; and immediately notify Cladbe of any actual or suspected unauthorised access.

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. Cladbe shall not be liable for any loss arising from your failure to secure your account credentials.

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. The organisation and the individual user bear joint responsibility for compliance with these Terms.

5.8 Geographic Scope. The Services are currently offered to Users located in India and to non-resident Indians and persons of Indian origin accessing the Services in compliance with the Foreign Exchange Management Act, 1999 and applicable RBI regulations on cross-border real estate transactions.

The following user categories are recognised within the Cladbe Ecosystem:

• Builder / Developer Users: Utilise the Services 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 channel partner network, and Property.new to access authorised inventory, manage leads, generate quotations, process EOIs, and track commissions, subject to role-based access controls.
• Staff / Vendor / Site Users: Utilise OS modules strictly as authorised by the parent Builder or Broker organisation. Access levels are governed by role-based access controls and organisational hierarchy.
• End Customer / Buyer Users: Utilise Property.new, Experience Centres, and the customer post-purchase mobile application 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.

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 including the Applicable RERA, Consumer Protection Act 2019, DPDP Act and Rules, GST laws, Income Tax Act 1961, FEMA regulations, the PCA, the Prevention of Money Laundering Act 2002, the TCCCPR, and all applicable state and central legislation.

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 or personal property search and transaction purposes. Access granted to External Collaborators is strictly limited to the specific files, folders, modules, or data sets for which access has been expressly authorised.

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, object code, or underlying structure of the Services;
• Distribute, sell, lease, sublicense, rent, loan, or time-share the Services or any access thereto;
• 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;
• Exceed reasonable usage thresholds (including API rate limits, message volumes, and computational resource consumption) communicated by Cladbe from time to time;
• Use, copy, redistribute, or commercially exploit any property listing or content displayed on Property.new for any purpose other than personal, non-commercial evaluation of a specific real estate transaction.

7.3 Beta and Preview Features

Cladbe may from time to time make certain features, modules, or functionalities available in "Beta", "Preview", "Early Access", or similarly designated form. Such features are provided AS IS and AS AVAILABLE, may be modified, suspended, or discontinued at any time without notice, may not function reliably or at all, and are excluded from any service level commitments. The User's use of any Beta or Preview feature is at the User's sole discretion and risk.

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. By submitting User Content, you represent and warrant that: (a) you have all necessary rights, licences, consents, and permissions; (b) such content does not infringe any third-party rights; and (c) such content complies with all applicable laws, including RERA advertising guidelines.

8.2 Licence to Cladbe

You grant Cladbe and its affiliates a worldwide, non-exclusive, royalty-free, perpetual, and irrevocable licence to host, store, reproduce, process, cache, transmit, display, distribute, index, and otherwise use User Content as reasonably necessary to: (a) provide, maintain, operate, and improve the Services; (b) enable integrations; (c) provide support; (d) generate de-identified, aggregated, and anonymised analytics and Derived Data; (e) display inventory on Property.new and within the channel partner network; (f) comply with applicable law and enforce legal rights; and (g) market, advertise, and promote your project(s) and the Property.new platform.

8.3 Cladbe Generated Assets

Cladbe retains absolute, exclusive, and perpetual intellectual property rights over all Cladbe Generated Assets, which include (without limitation) the aggregated, anonymised, statistical, analytical, model-generated, and AI/ML-generated outputs, insights, models, and recommendations produced by Cladbe through operation of the Services, together with brand identity assets and creative outputs produced through The Studio.

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. Cladbe may use Derived Data for any lawful business purpose, including improving the Services, training AI/ML models, generating industry benchmarks, and conducting market research.

8.5 Platform Intellectual Property

All rights, title, and interest in the Services — including software, source code, algorithms, database structures, role and access architecture, user interfaces, APIs, trade dress, domain names, documentation, and all improvements thereto — are and shall remain the exclusive property of Cladbe.

8.6 Studio Confidentiality and IP Retention

Studio deliverables (including pricing strategies, unit-mix recommendations, market research outputs, go-to-market plans, immersive visual assets, and creative materials) constitute confidential information and proprietary work product of Cladbe. The Builder shall use such deliverables solely for the project for which they were commissioned.

8.7 AI/ML Training and Data Analytics

You agree that Cladbe may use data generated, collected, or processed through the Services — including User Content, transactional data, usage data, communications data, and other data arising from operation of the Platform — to train, develop, test, fine-tune, and improve artificial intelligence and machine-learning models, and to perform data analytics, benchmarking, research, and product development, for any lawful business purpose.

9.1 Builder Sole Responsibility

The Builder bears primary, non-delegable, and exclusive responsibility for: (a) accuracy of all data entered into the Platform, including project specifications, RERA registration details, marketing materials, pricing, payment plans, brochure information, and floor plans; (b) compliance with the Applicable RERA in all aspects of project marketing, sale, and post-sale management; (c) compliance with all applicable advertising standards, ASCI codes, and consumer protection laws; (d) accuracy of all financial information including unit costs, GST treatment, stamp duty calculations, and registration fees; and (e) ensuring that all promotional content presented through the Platform is truthful, non-misleading, and compliant with the Applicable RERA.

9.2 Cladbe's Limited Role

Cladbe provides the technology infrastructure that enables Builders to manage and present project information. Cladbe does not independently verify, audit, certify, or endorse the accuracy of Builder-supplied information, the legality of Builder activities, or the quality, safety, or delivery of any project.

9.3 Builder Indemnity

Where any claim, demand, regulatory action, fine, penalty, prosecution, or proceeding is initiated against Cladbe arising from any inaccurate, false, misleading, incomplete, or unlawful information supplied by the Builder, or any violation by the Builder of the Applicable RERA, advertising standards, consumer protection laws, or any other applicable law, the Builder shall fully indemnify, defend, and hold Cladbe harmless from and against all losses, damages, costs (including reasonable legal fees), regulatory penalties, and liabilities.

9.4 Right to Suspend

Where Cladbe receives a complaint, regulatory notice, or credible information indicating that a Builder has supplied false, misleading, or non-compliant information, Cladbe reserves the right to immediately suspend the Builder's account, hide affected listings from Property.new, withhold pending commission disbursements, and initiate an internal audit.

10.1 Mandatory Routing of EOI and Booking Funds

All Buyer EOI tokens, booking amounts, and other property-related payments (excluding the Cladbe Convenience Fee) shall be routed exclusively through RBI-licensed Payment Aggregators operating under the PA Directions and credited into the relevant RERA Project Account, escrow account, or designated Nodal Account in accordance with applicable law.

10.2 Escrow Routing and No Cladbe Custody

Buyer EOI token and booking amounts collected through the Platform are held in an escrow or nodal account maintained and operated by the RBI-licensed Payment Aggregator. Cladbe does not hold, pool, custody, or commingle such Buyer funds in its own operating accounts at any point in the transaction lifecycle.

10.3 Convenience Fee Treatment

The Cladbe Convenience Fee, as displayed on the Platform at the time of the relevant transaction (and as may vary by project, event type, geography, and inventory segment), is charged to the Buyer per online unit blocking or EOI submission. This fee is non-refundable from the moment the EOI is successfully submitted, regardless of whether the unit is ultimately allotted. The Convenience Fee is distinct from any token amount payable to the Builder and is treated as Cladbe's revenue.

10.4 Settlement Timelines

Settlement of funds from Nodal Accounts to Builders, vendors, and Channel Partners follows the timelines prescribed under the PA Directions and the executed MSA / Channel Partner Agreement. Cladbe shall not be liable for delays attributable to the Payment Aggregator, banking system, regulatory holds, or force majeure events.

10.5 NRI Foreign Exchange Compliance

All NRI / OCI / PIO transactions shall comply with FEMA and applicable RBI regulations. Buyers in such categories shall use only FEMA-compliant payment instruments and bear sole responsibility for any foreign exchange compliance breaches.

10.6 GST and Tax Compliance

All transactions are subject to applicable GST, TDS, stamp duty, registration charges, and other statutory levies. The Builder warrants the accuracy of all tax computations applicable to its projects. Cladbe's automated tax calculation engine provides indicative computations only and does not constitute tax advice.

11.1 Tamper-Resistant Audit Trail

Platform actions — including transactions, approvals, cancellations, refund events, document generations, communications, and material system actions — are logged in the Platform's timestamped audit log system, which employs reasonable measures designed to support integrity and tamper-resistance. System-generated logs, maker-checker approval records, digital signatures, database-recorded clicks, IP address records, geo-location stamps, and authenticated session logs constitute legally valid electronic records under the Information Technology Act, 2000 and the Indian Evidence Act, 1872 (including Sections 65A and 65B as applicable).

11.2 Electronic Signatures and Acceptance

Click-to-accept actions, OTP authentications, eKYC verifications (including via Aadhaar e-KYC, where applicable), digital signatures, and biometric authentications constitute valid electronic signatures under the IT Act and create binding contractual obligations equivalent to physical signatures.

12.1 Privacy Policy Incorporation

Your use of the Services is governed by the Master Privacy Policy, which is incorporated into these Terms by reference. The Privacy Policy describes how Cladbe collects, uses, processes, retains, and shares personal data, including in compliance with the DPDP Act and Rules.

12.2 Biometric Attendance Consent

Where Builder or Channel Partner organisations deploy the Platform's biometric attendance and access control modules, all employees, contractors, and on-site personnel whose biometric data is captured shall be provided with clear advance notice, explicit informed consent mechanisms, and full disclosure of retention, use, and deletion policies. The deploying organisation bears primary responsibility for obtaining and documenting such consent.

12.3 Communication Recording Consent

By initiating, participating in, or transmitting any communication through the Platform's omni-channel communication infrastructure (including telephony, video calls, SMS, WhatsApp, email, and chat), all parties expressly consent to: (a) recording, storage, and retention of such communications; (b) automated transcription, sentiment analysis, and AI-based processing; (c) use of recordings for training, quality assurance, dispute resolution, regulatory compliance, and audit purposes; and (d) admissibility as evidence in any legal proceeding.

12.4 Cookies and Analytics

The Platform uses cookies, similar tracking technologies, and analytics tools as further described in the Cookie Policy. By continuing to use the Services, you consent to such use to the extent permitted by law.

12.5 Cross-Border Data Transfers

Cladbe may transfer personal data to jurisdictions outside India for lawful processing purposes (including cloud infrastructure hosting, AI/ML model training, and analytics), subject to compliance with the DPDP Act and Rules.

13.1 Advisory Nature of AI Outputs

Cladbe's AI/ML-powered features (including conversational interfaces, recommendation engines, predictive analytics, scoring tools, and automated communication agents) provide advisory and informational outputs only. AI-generated insights, scores, recommendations, and predictions do not constitute professional legal, financial, tax, or investment advice, nor do they guarantee specific outcomes.

13.2 Auto-Drafted Documents

Documents auto-generated through the Platform (including booking forms, allotment letters, demand letters, NOCs, and standardised legal templates) are based on configurable templates supplied or approved by the Builder. The Builder bears sole responsibility for the legal accuracy and enforceability of all such templates.

13.3 Synthetically Generated Information (SGI)

Some content made available through the Services is generated, enhanced, or modified using artificial intelligence or computer-generation tools. Where the Services generate Synthetically Generated Information that is made to appear real, authentic, or true in a manner reasonably indistinguishable from a natural person or a real event, Cladbe will apply a label, watermark, or other identifier to such content where required under Rule 4(1A) of the IT Rules.

13.4 Algorithmic Allocation Outcomes

All algorithmic allocations of inventory — including Limited-Time Inventory Sales, EOI prioritisation, and lead routing — operate on objective server-side parameters such as submission timestamp, payment confirmation speed, Builder-defined pre-allocation rules, and authenticated user context. By participating in any allocation event, Users acknowledge the algorithmic nature of the process and accept the outcome as final.

14.1 Visitor Conduct

Visitors to physical Experience Centres operated under the Cladbe brand shall comply with venue rules, capacity limits, queueing protocols, and reasonable instructions from Cladbe personnel. Visitors enter at their own risk.

14.2 VR / Hardware Waiver

Use of immersive VR hardware, headsets, motion simulators, or other interactive equipment at Experience Centres is voluntary and subject to: (a) age and health pre-screening (visitors with epilepsy, heart conditions, motion sensitivity, claustrophobia, pregnancy, or other relevant conditions should not use such equipment); (b) compliance with safety briefings; and (c) waiver of liability for ordinary user injuries, motion sickness, eye strain, or discomfort experienced through normal use.

14.3 Recording at Experience Centres

Experience Centres are typically equipped with CCTV, audio, and biometric monitoring for security, training, dispute resolution, and quality control. By entering an Experience Centre, visitors consent to such recording in accordance with applicable privacy law and the Privacy Policy.

In addition to the licence restrictions in Section 7.2, Users shall not use the Services to:

• Upload, transmit, or distribute any content that is unlawful, defamatory, obscene, pornographic, sexually explicit, paedophilic, harassing, threatening, hateful, racially or ethnically objectionable, encouraging violence, or otherwise objectionable;
• Infringe any intellectual property rights, privacy rights, publicity rights, contractual rights, or fiduciary rights of any person;
• Misrepresent identity, impersonate any person or entity, or falsely state or otherwise misrepresent affiliation with a person or entity;
• Engage in any fraudulent, deceptive, or manipulative practice, including fake EOIs, sham bookings, wash trades, or artificial demand generation;
• Circumvent role-based access controls, attempt to access data outside one's authorised scope, or share credentials with unauthorised parties;
• Introduce viruses, worms, malware, or other malicious code; conduct denial-of-service attacks; or otherwise attempt to compromise the security, integrity, or availability of the Services;
• Use any automated system, bot, scraper, spider, or robotic process to access, extract, copy, or store data from the Services, except as expressly authorised;
• Solicit, harvest, or collect personal information of other Users without authorisation;
• Engage in any activity that violates the Applicable RERA, Consumer Protection Act 2019, IT Act, IT Rules, DPDP Act and Rules, FEMA, GST laws, PCA, TCCCPR, Prevention of Money Laundering Act 2002, or any other applicable law.

16.1 Third-Party Messaging API Platforms

Where the Services integrate with third-party messaging API platforms (including the WhatsApp Business Platform and other commerce-grade messaging providers), Users shall comply with the operator's commerce policies, business messaging policies, content templates approval requirements, and rate limits. Suspension, restriction, or termination of a User's access to such third-party platforms by the platform operator is the User's sole responsibility, and Cladbe shall have no liability for resulting business disruption.

16.2 App Store, Cloud, and Carrier Compliance

Use of mobile applications is additionally subject to Apple App Store and Google Play store policies. Cloud, telephony, and connectivity components are subject to the terms of the underlying carriers and infrastructure providers.

17.1 Compliance Framework

The Telecom Regulatory Authority of India (TRAI) regulates all commercial SMS, voice, and rich-media communications in India under the TCCCPR. Under the TCCCPR (as amended), every Principal Entity originating commercial SMS, voice calls, or rich-media messaging to Indian subscribers is required to: (a) register on the Distributed Ledger Technology (DLT) platform of an Access Provider; (b) obtain pre-approved Headers and Content Templates; (c) obtain explicit consent from recipients; (d) honour Do-Not-Disturb preferences; and (e) include mandatory header suffixes and opt-out mechanisms in promotional messages.

17.2 Allocation of Responsibility

Where a Builder, Channel Partner, or other User originates or causes to originate any commercial communication using Platform messaging or telephony features, that User shall: (i) be the Principal Entity for purposes of the TCCCPR and shall obtain its own DLT registration, Headers, and Content Template approvals; (ii) maintain proof of recipient consent; (iii) ensure that all messaging complies with the TCCCPR; and (iv) bear full responsibility for any TRAI penalties, blacklisting, or service disconnection arising from non-compliance.

17.3 Cladbe Role

Cladbe operates as a technology aggregator that routes messaging traffic through TRAI-compliant carriers and DLT-registered intermediaries. Cladbe is not the Principal Entity for User-originated commercial communications and shall not be liable for User non-compliance with the TCCCPR.

17.4 User Indemnity

Each Builder, Channel Partner, and other User originating commercial communications through the Services fully indemnifies Cladbe against all TRAI penalties, complaint costs, financial disincentives, blacklisting consequences, and downstream regulatory or commercial harm arising from the User's failure to comply with the TCCCPR.

18.1 Definition

"Confidential Information" means any non-public information disclosed or made accessible by one party ("Discloser") to the other ("Recipient") in connection with the Services, including, without limitation, business plans, financial information, pricing strategies, customer lists, technology, software, source code, algorithms, methodologies, project specifications, and trade secrets.

18.2 Obligations

The Recipient agrees to: (a) protect Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely for exercising rights and fulfilling obligations under these Terms; and (c) not disclose Confidential Information to any third party except on a need-to-know basis to its employees, contractors, or advisors who are bound by confidentiality obligations at least as protective as those herein.

18.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available without breach; (b) the Recipient possessed prior to disclosure; (c) was independently developed by the Recipient without use of the Discloser's Confidential Information; or (d) is disclosed by a third party without breach of any confidentiality obligation. Disclosure compelled by court order, subpoena, or regulatory authority shall be permitted provided the Recipient gives the Discloser prompt notice (to the extent legally permitted) and cooperates with efforts to protect confidentiality.

18.4 Duration

Confidentiality obligations survive termination for three (3) years, except for trade secrets and Cladbe Generated Assets, where obligations survive in perpetuity or for as long as they remain protected by law, whichever is longer.

18.5 Injunctive Relief

The parties acknowledge that monetary damages may be inadequate for a breach of this Section. In addition to any other remedies, the Discloser is entitled to seek injunctive or equitable relief without the necessity of posting bond.

19.1 Compliance Commitment

Cladbe is committed to conducting its business in compliance with the highest ethical standards and applicable anti-bribery and anti-corruption laws, including the Prevention of Corruption Act, 1988 (as amended) ("PCA"), the Prevention of Money Laundering Act, 2002, and the Companies Act, 2013.

19.2 User Prohibition

No User shall, directly or indirectly, offer, promise, give, demand, request, accept, or solicit any undue advantage (whether in cash, kind, service, favour, or other form) to or from any Public Servant (as defined in Section 2(c) of the PCA), government official, regulatory authority official, or any other person for the purpose of: (a) obtaining or retaining an advantage in the conduct of business related to the Platform; (b) improperly influencing any official act or decision; (c) securing any licence, permit, approval, or clearance; or (d) evading any Applicable Law.

19.3 Section 9 PCA Liability Awareness

Users are specifically made aware that under Section 9 of the PCA, a "commercial organisation" may be held guilty of an offence if any person associated with it gives or promises to give any undue advantage to a Public Servant with the intention of obtaining or retaining business or an advantage in the conduct of business for the commercial organisation.

19.4 Right to Audit and Investigation Cooperation

Cladbe reserves the right, upon reasonable notice, to: (a) request information, documentation, and certifications regarding User compliance with this Section; (b) conduct or commission audits or investigations into suspected breaches; and (c) require Users to fully cooperate with any internal investigation, regulatory inquiry, or law enforcement proceeding relating to bribery or corruption. Failure to cooperate or non-compliance constitutes a material breach entitling Cladbe to immediately suspend or terminate the User's access to the Services.

19.5 Indemnity and Carve-Out from Liability Caps

The User shall fully indemnify and hold Cladbe (including its designated partners, officers, employees, and partners) harmless from and against all losses, damages, fines, penalties, prosecution costs, attachment or forfeiture orders, and reputational harm arising directly or indirectly from the User's breach of this Section or any conduct of the User triggering Cladbe's liability under Section 9 of the PCA. Notwithstanding any other provision in these Terms, the User's liability under this Section is uncapped and survives termination.

19.6 Whistleblower Protection

Any person (including any User, employee, or third party) may report suspected violations of this Section in confidence to grievance@cladbe.com or to the Cladbe Grievance Officer designated in Section 32. Cladbe shall not retaliate against any person who in good faith reports a suspected violation, and shall maintain reasonable confidentiality protections for whistleblowers, subject to the requirements of any law enforcement or regulatory cooperation.

20.1 Common-Control Disclosure

Users are informed that Cladbe Platforms LLP and Amiltus Builders Pvt Ltd (CIN U70200UP2016PTC086686) are entities under common control of certain individual partners and shareholders. Amiltus Builders is a real estate developer that may, from time to time, list real estate projects on Property.new in the same manner as third-party Builders.

20.2 Equal Treatment Commitment

Listings of Amiltus Builders projects on Property.new are subject to the same algorithmic ranking, verification, listing standards, advertising disclosure obligations, and consumer-protection safeguards as listings from third-party Builders. Cladbe shall not provide preferential algorithmic treatment, search ranking, or visibility uplift to Amiltus Builders projects. Where any commercial differentiation exists (for example, in subscription tier or feature access), the differentiation shall be on commercial terms available to all comparably-situated Builders.

20.3 Right to Information

Any User who believes they have been adversely affected by the common-control relationship may submit a written enquiry to grievance@cladbe.com, which Cladbe shall acknowledge and respond to within a reasonable period.

21.1 Compliance with CERT-In Directions

Cladbe maintains information security practices in accordance with the Information Technology Act, 2000 and follows applicable directions issued by the Indian Computer Emergency Response Team (CERT-In) under Section 70B(6) of the IT Act, including the directions dated 28 April 2022 relating to information security practices, procedure, prevention, response, and reporting of cyber incidents.

21.2 Incident Reporting Timelines

Where any cyber security incident reportable under the CERT-In Directions affects the Platform or any User data, Cladbe shall report such incident to CERT-In within the timelines prescribed under the CERT-In Directions, as in force from time to time and shall, where required by law, communicate with affected Users.

21.3 ICT System Logs

Cladbe maintains rolling ICT system logs for the minimum period prescribed under the CERT-In Directions (currently 180 days) within Indian jurisdiction, to facilitate incident investigation and forensic review. Such logs may be made available to CERT-In, regulatory authorities, or law enforcement upon valid demand.

21.4 User Cooperation

Users shall promptly cooperate with Cladbe and any competent authority in the investigation of any cyber security incident affecting the Services. Users shall promptly notify Cladbe of any actual or suspected unauthorised access, account compromise, or data breach affecting their account or their use of the Services.

22.1 Prohibition on Circumvention

Where a Buyer is introduced to a project, unit, or Builder through the Platform (including via Property.new, an Experience Centre, or a Channel Partner sourced through Cladbe), neither the Buyer, the Builder, nor any Channel Partner shall conduct or attempt to conduct the resulting transaction outside the Platform with the intent of avoiding the Cladbe Convenience Fee, Service Fee, or applicable commission. Such circumvention constitutes a material breach of these Terms.

22.2 Survival Period

The non-circumvention obligation in Section 22.1 applies for twelve (12) months from the date of the Buyer's introduction to the relevant project or Builder through the Platform. Beyond this period, the obligation lapses unless extended by an executed Statement of Work, MSA, or Channel Partner Agreement.

22.3 Damages and Remedies

Where Cladbe demonstrates circumvention, the breaching party shall be liable to Cladbe for: (a) the amount of the Convenience Fee, Service Fee, or commission that would have been earned by Cladbe but for the circumvention, as actual loss suffered; plus (b) reasonable compensation for the breach in line with Section 73 of the Indian Contract Act, 1872, having regard to the demonstrable injury caused. Cladbe additionally reserves the right to suspend or terminate the breaching party's access to the Services, withhold pending payouts, and seek injunctive relief.

23.1 User Undertakings Under IT Rules

In compliance with Rule 3(1)(b) of the IT Rules, each User undertakes that it shall not host, display, upload, modify, publish, transmit, store, update, or share any information that:

• Belongs to another person and to which the User does not have any right;
• Is defamatory, obscene, pornographic, paedophilic, invasive of another's privacy (including bodily privacy), insulting or harassing on the basis of gender, libellous, racially or ethnically objectionable, relating to or encouraging money laundering or gambling, or otherwise inconsistent with or contrary to the laws in force;
• Is harmful to children;
• Infringes any patent, trademark, copyright, or other proprietary rights;
• Violates any law in force;
• Deceives or misleads the addressee about the origin of the message or knowingly and intentionally communicates any misinformation or information which is patently false and untrue or misleading in nature;
• Impersonates another person;
• Threatens the unity, integrity, defence, security, or sovereignty of India, friendly relations with foreign States, or public order;
• Contains software viruses or any other computer code, file, or programme designed to interrupt, destroy, or limit the functionality of any computer resource; or
• Is patently false and untrue, with the intent to mislead or harass a person, entity, or agency for financial gain or to cause any injury to any person.

23.2 Take-Down Cooperation

Cladbe shall, upon receipt of actual knowledge in the form of an order by a court of competent jurisdiction, or upon notification by the appropriate Government or its agency, that any information, data, or communication link residing in or connected to the Platform is being used to commit an unlawful act, expeditiously remove or disable access to such information, data, or communication link in accordance with Rule 3(1)(d) of the IT Rules.

23.3 Grievance Officer

Cladbe has appointed a Grievance Officer (whose contact details are set out in Section 32) responsible for receiving and addressing complaints regarding violations of these Terms or the IT Rules. Complaints will be acknowledged and resolved within the timelines prescribed under applicable law (including the IT Rules and, where relevant, the DPDP Act and Rules), and in any event within a reasonable period.

24.1 Notice and Takedown

Cladbe respects the intellectual property rights of others and expects Users to do the same. Any person who in good faith believes that any material on the Platform infringes their copyright, trademark, design, or other intellectual property right may submit a written notice to Cladbe at grievance@cladbe.com containing: (a) sufficient identification of the protected work or right being infringed; (b) the URL or specific location of the allegedly infringing material on the Platform; (c) the complainant's name, address, contact information, and capacity to act on behalf of the rights holder; (d) a statement that the complainant has a good-faith belief that the material is being used without authorisation; (e) a statement, under penalty of perjury, that the information in the notice is accurate and that the complainant is authorised to act on behalf of the rights holder; and (f) the complainant's signature (electronic or physical).

24.2 Cladbe's Response

Upon receipt of a properly formulated notice, Cladbe shall acknowledge receipt within a reasonable period and, where the notice appears valid on its face, shall take reasonable steps to remove or disable access to the allegedly infringing material within the timelines prescribed under Rule 3(2)(b) of the IT Rules, as in force from time to time. Cladbe shall notify the User who uploaded the material, who may submit a counter-notice asserting non-infringement.

24.3 Counter-Notice

A User whose content is removed pursuant to a notice may submit a counter-notice containing: (a) identification of the removed material and its prior location; (b) a statement under penalty of perjury that the User has a good-faith belief the material was removed in error; (c) the User's contact information and consent to jurisdiction of the courts of New Delhi, India; and (d) the User's signature (electronic or physical). Where a valid counter-notice is received, Cladbe may restore the material unless the original complainant initiates legal proceedings within the period prescribed under the IT Rules, as in force from time to time.

24.4 Repeat Infringers

Cladbe reserves the right to terminate the accounts of Users who are repeat infringers of intellectual property rights.

25.1 AS IS Provision

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING (TO THE FULLEST EXTENT PERMITTED BY LAW) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR UNINTERRUPTED OPERATION.

25.2 No Endorsement of Listings

Cladbe does not endorse, guarantee, or assume responsibility for any project, listing, advertisement, content, or communication made by any Builder, Channel Partner, Vendor, or other User. The presence of a project on Property.new is not a guarantee of construction quality, regulatory compliance, possession timeline, or amenity delivery, all of which remain the Builder's responsibility.

25.3 No Investment Advice

Nothing on the Platform constitutes investment, legal, tax, or financial advice. Decisions to purchase real estate, enter into commission arrangements, or make any other commercial decision are made at the User's own discretion and risk.

25.4 Service Availability

The Services are provided on an "as is" and "as available" basis. To the fullest extent permitted by applicable law, Cladbe does not warrant that the Services will be available, uninterrupted, timely, secure, or error-free; that the Services will be free of bugs, defects, vulnerabilities, viruses, or other harmful components; that any defect will be corrected; or that the Services will meet any particular performance, reliability, or availability standard. Users acknowledge that the Services are evolving and may contain errors, undergo maintenance, downtime, or interruption, and may be modified, suspended, or discontinued in whole or in part at any time. To the fullest extent permitted by applicable law, Cladbe shall not be liable for any loss or damage arising from any unavailability, interruption, delay, bug, error, defect, data loss or corruption, security vulnerability, or unauthorised access or breach affecting the Services, except to the extent such loss results directly from Cladbe's gross negligence or wilful misconduct or from a breach by Cladbe of a non-excludable obligation under applicable law (including its security-safeguard obligations under the Digital Personal Data Protection Act and Rules). No uptime, availability, or service-level commitment applies unless expressly set out in an executed MSA, in which case those commitments apply for the relevant Builder or enterprise customer and constitute that customer's sole and exclusive remedy for availability shortfalls.

25.5 Marketing Material Disclaimer

Computer-generated images, walkthroughs, renders, artist's impressions, brochures, floor plans, and interactive plans displayed on Property.new or any other Service surface are indicative only and may differ from the actual built form. Such visuals are illustrative and are not representative of any specific project, unit, or amenity unless expressly confirmed by the Builder. Design, specifications, layouts, amenities, area calculations, prices, payment plans, and possession timelines are subject to change without prior notice and are governed by the final Builder-Buyer Agreement and the sanctioned plans approved by the Applicable RERA. Buyers are advised to verify all material details with the source RERA registry and the Builder before entering into any transaction and are deemed to have done so prior to any payment or commitment made through the Services.

26.1 Aggregate Liability Cap

To the fullest extent permitted by applicable law, the total aggregate liability of Cladbe and its affiliates, partners, designated partners, employees, and agents arising out of or in connection with these Terms or the Services, regardless of the cause of action (whether in contract, tort, statute, or otherwise), shall not exceed the lesser of: (a) the total SaaS subscription fees actually received and retained by Cladbe from the claimant in the three (3) months immediately preceding the event giving rise to the claim; or (b) Indian Rupees Ten Thousand (₹10,000). For the purposes of this cap, "SaaS subscription fees" means recurring subscription charges actually paid to and retained by Cladbe for access to the OS, and expressly excludes amounts that are not Cladbe subscription revenue — including, without limitation, Channel Partner or distribution commissions, Buyer Convenience Fees, Token Money and booking amounts routed to Builders or held in escrow, third-party pass-through charges (such as communication, payment-gateway, or lender charges), taxes, and any amounts collected on behalf of or remitted to third parties. For Users on any complimentary, trial, free, or promotional plan where no SaaS subscription fees have been paid to Cladbe, Cladbe's total aggregate liability shall be nil.

26.2 Excluded Damages

In no event shall Cladbe be liable for any indirect, consequential, incidental, punitive, exemplary, or special damages, including lost profits, lost revenues, lost business opportunities, lost data, lost goodwill, or diminution in property value, even if Cladbe has been advised of the possibility of such damages.

26.3 Carve-Outs

The limitations in this Section 26 do not apply to: (a) the User's payment obligations to Cladbe; (b) the User's indemnification obligations under Section 19.5 (Anti-Bribery), Section 27 (Indemnification), or any other indemnity in these Terms; (c) liability arising from fraud, gross negligence, or wilful misconduct; (d) death or personal injury caused by negligence; (e) liability that cannot be excluded or limited under applicable Indian law; or (f) breach of confidentiality obligations under Section 18.

26.4 Bilateral Resolution — Class-Action Waiver

To the maximum extent permitted by applicable law (and without prejudice to any non-waivable consumer rights under the Consumer Protection Act, 2019), Users agree that any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall be resolved between the affected User and Cladbe on an individual, bilateral basis. Users waive any right to participate in a class action, collective arbitration, mass action, or representative action against Cladbe in respect of such disputes. Nothing in this Section limits any User's right to file a complaint with a competent regulatory authority (including the Data Protection Board of India, the Real Estate Regulatory Authority, or a Consumer Disputes Redressal Commission).

26.5 High-Velocity Inventory Events

Limited-Time Inventory Sales 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, disruption, or system failure during or arising from a High-Velocity Traffic Event is strictly limited to the event setup fee actually paid by the Builder for that specific event.

Each User shall, at its own cost, indemnify, defend, and hold harmless Cladbe and its affiliates, partners, designated partners, employees, agents, and representatives from and against all claims, demands, actions, suits, proceedings, losses, damages, fines, penalties, costs (including reasonable legal fees), and expenses arising directly or indirectly out of or in connection with: (a) the User's breach of these Terms or any policy incorporated by reference; (b) the User's violation of any applicable law or third-party right (including the Applicable RERA, Consumer Protection Act 2019, IT Act, IT Rules, DPDP Act and Rules, FEMA, GST laws, PCA, TCCCPR, or intellectual property laws); (c) any content uploaded, transmitted, or shared by the User through the Services; (d) any commercial dispute between the User and a third party relating to a transaction facilitated through the Services (including disputes between Buyers and Builders, between Builders and CPs, or between CPs and other CPs); (e) the User's failure to obtain or maintain DLT registration, Headers, Content Templates, or recipient consents required under the TCCCPR; (f) any infringement claim arising from third-party intellectual property; and (g) the User's gross negligence or wilful misconduct.

This indemnity is in addition to, and not in derogation of, any other indemnity provided in these Terms or any commercial agreement between the parties.

28.1 Suspension by Cladbe

Cladbe may, with or without prior notice and at its discretion, suspend, restrict, or terminate any User's access to all or part of the Services upon: (a) breach of these Terms or any incorporated policy; (b) non-payment of applicable fees; (c) any conduct that exposes Cladbe to legal, regulatory, or reputational risk; (d) court or regulatory orders; (e) suspected fraud, money laundering, bribery, or other unlawful conduct; or (f) prolonged inactivity (in respect of free / complimentary accounts only).

28.2 Termination by User

Subject to the executed MSA or Channel Partner Agreement, Users may terminate their account at any time by following the cancellation process documented in the Refund & Cancellation Policy. Termination does not relieve the User of obligations accrued prior to termination, including fee payment obligations.

28.3 Effect of Termination

Upon termination: (a) the User's licence to use the Services shall immediately cease; (b) the User shall remain liable for all accrued obligations; (c) the User's data shall remain accessible in read-only mode for ninety (90) days, during which the User may request a data export in a standard machine-readable format (CSV/JSON), subject to the data export procedures, timelines, and any applicable fees set out in the executed MSA, Channel Partner Agreement, or other applicable service agreement in force at the time of request; (d) after the ninety (90) day window, Cladbe reserves the right to archive or delete the User's data in accordance with the Privacy Policy and applicable retention requirements; and (e) the surviving provisions identified in Section 31.7 shall continue in effect.

28.4 Account Inheritance for Organisations

Where a Builder, Channel Partner, or Vendor account is held by an organisation, the death, retirement, or incapacity of any individual associated with the organisation shall not automatically terminate the account. The organisation shall, within a reasonable period and in accordance with its internal succession arrangements, designate a replacement authorised signatory and notify Cladbe in writing. Where a sole proprietor or individual account holder dies or becomes incapacitated, Cladbe shall, upon receipt of valid succession documentation (such as a probated will, letter of administration, succession certificate, or court order), facilitate transfer of account control or, where transfer is not requested, deletion of the account in accordance with the Privacy Policy.

29.1 Governing Law

These Terms and any non-contractual obligations arising from or in connection with them shall be governed by and construed in accordance with the laws of the Republic of India, including the Indian Contract Act 1872, the Information Technology Act 2000, the Consumer Protection Act 2019, the Real Estate (Regulation and Development) Act 2016, the DPDP Act and Rules, the IT Rules, the PA Directions, the PCA, and the TCCCPR. Specific user-platform interactions involving real estate projects shall additionally be governed by the regulations of the State Real Estate Regulatory Authority of the state in which the relevant project is registered.

29.2 Tiered Resolution

Disputes arising out of or in connection with these Terms shall be resolved through the following stages, in sequence: (a) good-faith negotiation between the parties; (b) escalation to senior management of both parties; (c) referral to the appropriate Cladbe Grievance Officer (whose contact details are set out in Section 32); and (d) where the dispute remains unresolved after a reasonable period, binding arbitration as set out below.

29.3 Statutory Appeal Channels

Notwithstanding the foregoing tiered resolution mechanism, nothing in these Terms shall prevent a User from exercising statutory appeal or grievance rights under: (a) the Applicable RERA, before the relevant State Real Estate Regulatory Authority or Real Estate Appellate Tribunal; (b) the Consumer Protection Act 2019, before the appropriate Consumer Disputes Redressal Commission; (c) the DPDP Act and Rules, before the Data Protection Board of India and, on appeal, the Telecom Disputes Settlement and Appellate Tribunal (TDSAT); or (d) any other statutory authority of competent jurisdiction. The User's right to invoke such statutory channels is preserved and shall not be construed as waived by these Terms.

29.4 Arbitration

Any dispute that remains unresolved after the tiered resolution process and is not within the exclusive jurisdiction of a statutory authority shall be finally settled by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator mutually appointed by the parties, or in the absence of agreement, appointed under the Act. The seat and venue of arbitration shall be New Delhi, India, and proceedings shall be conducted in English. The arbitral award shall be final and binding on the parties. This arbitration agreement is intended to apply to business Users (including Builders, Channel Partners, and Vendors). Where a User is a consumer within the meaning of the Consumer Protection Act, 2019, reference to arbitration shall be on a consent basis only and shall not displace, restrict, or waive that consumer's statutory remedies before a Consumer Disputes Redressal Commission or any other competent forum; nothing in this clause requires a consumer to arbitrate against their will.

29.5 Force Majeure

Neither party shall be liable for any failure or delay in performance arising from events beyond its reasonable control, including: acts of God, natural disasters, epidemics or pandemics, government actions or regulatory changes, war, civil unrest, terrorism, cyberattacks, internet or telecommunications disruptions, third-party service provider failures, payment gateway downtime, 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 or authorisation, RBI directives restricting payment settlement or fund release, banking moratoriums or government-imposed payment restrictions, or moratoriums imposed under the IBC (including the moratorium under Section 14 of that Code where the User or its counterparty enters Corporate Insolvency Resolution Process). During any such force majeure event, the affected timelines shall be extended by a period equal to the duration of the event, and the affected party shall use commercially reasonable efforts to resume normal performance as soon as practicable.

30.1 Assignment by Cladbe

Cladbe may assign or transfer its rights and obligations under these Terms in connection with a merger, acquisition, reorganisation, sale of all or substantially all of its assets, or other corporate transaction. The surviving or successor entity shall assume all of Cladbe's obligations under these Terms and the executed MSA / Channel Partner Agreement, except as may be agreed otherwise in a transaction-specific arrangement.

30.2 Voluntary Wind-Down

In the event of voluntary winding up, Cladbe shall provide affected enterprise customers with a reasonable transition period (typically not less than ninety (90) days) and reasonable assistance in exporting User Content. Cladbe shall maintain commercially reasonable business continuity and disaster recovery arrangements consistent with industry practice for SaaS providers serving regulated sectors in India.

30.3 Insolvency

In the event of any insolvency proceeding initiated by or against Cladbe under the IBC or any other applicable insolvency law, the resolution professional or insolvency administrator (as the case may be) shall be entitled, subject to applicable law, to honour, novate, or assign these Terms and the executed MSA / Channel Partner Agreement to a successor entity capable of continuing the Services. Users shall reasonably cooperate with any such transition.

30.4 No Assignment by User

Users may not assign or transfer their rights or obligations under these Terms without Cladbe's prior written consent.

31.1 Modifications

Cladbe may modify these Terms from time to time to reflect changes in law, regulatory guidance, product offerings, pricing structures, or business practices. Material changes will be communicated through website updates, in-product notifications, email, or messaging through the integrated communication infrastructure. Where a material change adversely affects an existing paid subscriber, Cladbe will provide reasonable advance notice before the change takes effect. Continued use of the Services after the effective date of any modification constitutes acceptance of the revised Terms.

31.2 Entire Agreement

These Terms, together with the Privacy Policy, Cookie Policy, Refund & Cancellation Policy, and any executed MSA, Channel Partner Agreement, or Statement of Work, constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous agreements, representations, and understandings.

31.3 Severability

If any provision of these Terms is held invalid, illegal, or unenforceable by any court, tribunal, or regulatory authority of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties.

31.4 Waiver

No waiver of any term shall be effective unless in writing signed by the waiving party. A failure or delay in exercising any right shall not constitute a waiver.

31.5 Notices

All formal notices to Cladbe shall be sent to the Grievance Officer's email address (set out in Section 32) and the registered office. Notices to Users shall be sent to the email address or address recorded in the User's account, or made through in-product notifications. Notices are deemed received on the date of email transmission (provided no failure notification is received) or three (3) business days after dispatch by registered post.

31.6 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

31.7 Survival

Provisions which by their nature are intended to survive termination shall survive, including (without limitation) Sections 8 (User Content, Cladbe Generated Assets, and IP), 9.3 (Builder Indemnity), 11 (Audit Trail Validity), 18 (Mutual Confidentiality), 19 (Anti-Bribery and Anti-Corruption), 22 (Non-Circumvention), 25 (Disclaimers), 26 (Limitation of Liability), 27 (Indemnification), 29 (Governing Law and Dispute Resolution), 30 (Successor Liability), 31.3 (Severability), and this Section 31.7.

31.8 Accessibility

Cladbe is committed to making the Services reasonably accessible to Users with disabilities. The Platform incorporates accessibility features including screen-reader compatibility, keyboard navigation, contrast adjustments, and where feasible, sign-language interpretive support for Experience Centre interactions. Users requiring additional accessibility accommodation may contact info@cladbe.com.

31.9 Headings

Headings are for convenience only and do not affect interpretation.

In compliance with the Information Technology Act, 2000, the IT Rules (as amended), the DPDP Act and Rules, and the Consumer Protection (E-Commerce) Rules, 2020, Cladbe has appointed a Grievance Officer to address complaints, grievances, and statutory communications:

Users may also raise grievances directly through the in-app support workflow available within the OS Dashboard, Property.new, the customer post-purchase mobile application, and the Cladbe website.