Add Property

Asset Partner Agreement

Defining the rights, responsibilities, and expectations between asset partners.

THIS ASSET PARTNER AGREEMENT (the "Agreement") is an electronic record in the form of an electronic contract formed under the Information Technology Act, 2000 and the rules made thereunder. This Agreement is generated by a computer system and does not require any physical, digital, or electronic signature. By clicking "I Agree," "Accept," or by making payment of the Onboarding Fee, you (the "Partner" ) represent that you have the legal capacity to enter into this binding contract with the Company.

BETWEEN

WEBSEQUENT TECH PRIVATE LIMITED, a company incorporated under the Companies Act, 2013, bearing CIN: U63122GJ2025PTC158090, having its registered office at F-501, Shashwat Zelous, Near Bhulabhai Park-3, Chandkheda, Gandhinagar, Ahmedabad - 382424, Gujarat, operating under the brand name “Villestate” (hereinafter referred to as the “Company” or “Villestate”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors-in-interest and permitted assigns);

AND

THE ASSET PARTNER, being the individual or legal entity registering on the Villestate platform (hereinafter referred to as the “Partner”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its heirs, executors, administrators, and permitted assigns).

SECTION 1 – APPOINTMENT & RELATIONSHIP

  • 1.1. Appointment: Appointment as a non-exclusive Asset Partner for the term specified.
  • 1.2. Principal-to-Principal: Relationship is strictly on a Principal-to-Principal basis.
  • 1.3. Independent Status: Status of the Partner is that of an Independent Contractor.
  • 1.4. No Employment: No creation of an employer-employee relationship. Partner waives all rights to claim statutory benefits like PF, ESIC, or Gratuity.
  • 1.5. No Partnership: No creation of a legal partnership or joint venture.
  • 1.6. No Franchise: No franchise rights are granted or implied.
  • 1.7. No Binding Authority: Partner has no authority to bind the Company to any third-party contracts or make financial promises on behalf of the Company.
  • 1.8. Authorized Signatory: Partner shall not represent themselves as an "Authorized Signatory" or "Director" of the Company.

SECTION 2 – ONBOARDING FEES

  • 2.1. Onboarding Fee: Standard Onboarding Fee is ₹49,999/- plus applicable GST.
  • 2.2. Discounts: A promotional early-bird discount (up to 50% or as applicable) may be applied at the Company’s discretion.
  • 2.3. Strict Non-Refundability: All fees paid are Strictly Non-Refundable under any circumstances.
  • 2.4. No Cooling-off: No "cooling-off" period is provided once payment is initiated.
  • 2.5. Earning of Fee: Fee is considered fully earned the moment CRM credentials or training materials are provided.
  • 2.6. Termination: No refund shall be issued upon termination of the Agreement for any reason.
  • 2.7. Inactivity: No refund for inactivity, lack of platform usage, or technical inability on the Partner's end.
  • 2.8. Zero Income: No refund if the Partner fails to generate any income, leads, or closures.

SECTION 3 – PAYMENT PROTECTION & CHARGEBACK WAIVER

  • 3.1. Waiver of Dispute: Partner expressly waives the right to initiate a chargeback or payment dispute via banks or gateways after access is granted.
  • 3.2. Material Breach: Initiating a payment dispute or chargeback constitutes a material breach and fraudulent conduct.
  • 3.3. Legal Recovery: Company is entitled to recover disputed amounts plus 18% interest p.a. and all legal/administrative costs incurred in defending such claims.
  • 3.4. Suspension: Company reserves the right to freeze and terminate all platform access during any payment dispute.

SECTION 4 – COMMISSION FRAMEWORK & PAYOUT RULES

  • 4.1. Project Specifics: Commission structure is as per the specific project listings on the platform CRM.
  • 4.2. Pre-condition: Commission is payable ONLY after the Company receives the full, undisputed amount from the builder/developer.
  • 4.3. Timeline: Standard payout timeline is within 7–10 working days of receipt of cleared funds by the Company.
  • 4.4. Documentation: Payouts are subject to final KYC and documentation as required by the builder and the Company.
  • 4.5. Clawback & Builder Default: Partner must refund commissions if the builder cancels the deal, reverses the payment, or if the deal fails post-payout. If the builder defaults on payment to the Company, the Company is not liable to pay the Partner.
  • 4.6. Revision: Company may revise commission slabs/structures with a 30-day digital notice via the CRM.
  • 4.7. Targets: No minimum sales target is imposed, reinforcing the independent nature of the Partner.
  • 4.8. Leads: No guarantee of lead quality or minimum lead volume is provided.
  • 4.9. Conversions: No guarantee of lead-to-deal conversion or ROI is provided.

SECTION 5 – EARNINGS DISCLAIMER & RISK

  • 5.1. Effort Based: Earnings depend entirely on individual effort, negotiation skills, and market conditions.
  • 5.2. No Fixed Income: No promise, guarantee, or assurance of a fixed monthly income or salary.
  • 5.3. Marketing Illustrations: Any income illustrations provided in marketing materials are for representation only and are non-binding.
  • 5.4. Entrepreneurial Risk: Partner acknowledges and accepts all inherent entrepreneurial and real estate market risks.

SECTION 6 – TAXATION & REGULATORY COMPLIANCE

  • 6.1. GST Compliance: Both parties shall independently comply with GST laws. Partner must provide GSTIN for Input Tax Credit.
  • 6.2. Invoicing: Mutual invoicing for commissions shall occur on a case-to-case basis as requested by the Company.
  • 6.3. TDS: TDS shall be deducted as per the Income Tax Act, 1961. Valid PAN is mandatory for payouts.
  • 6.4. Self-Filing: Partner is solely responsible for their own personal/business tax filings.
  • 6.5. Professional Tax: Partner is responsible for Professional Tax (PT) compliance.
  • 6.6. Indemnity for Tax: Company is not liable for Partner’s tax defaults. Partner shall indemnify the Company for any tax-related penalties caused by the Partner.

SECTION 7 – ANTI-CIRCUMVENTION & LEAD PROTECTION

  • 7.1. Bypass Prohibition: Partner shall not bypass or "sideline" the Company to deal directly with builders or developers introduced through Villestate.
  • 7.2. Scope of Leads: This applies to all clients, builders, and leads introduced or identified via the Villestate platform.
  • 7.3. Automatic Entitlement: Company is entitled to full commission if a Partner closes a deal with a builder introduced by the Company within 24 months of the introduction, regardless of whether the specific property was listed on the platform.
  • 7.4. Liquidated Damages: Breach of this clause attracts immediate termination and liquidated damages equivalent to 300% of the commission value of the bypassed deal.

SECTION 8 – BUILDER & CLIENT PROTECTION

  • 8.1. Unauthorized Agreements: No "Side Agreements" or "Under-the-table" deals with builders are permitted.
  • 8.2. Commission Alteration: No alteration of commission terms with builders without the Company’s written approval.
  • 8.3. Cash Prohibition: Partner shall not collect cash, token money, or booking amounts from clients in their personal or business name. All payments must go to the Builder or Company directly.
  • 8.4. Private Brokerage: No private brokerage arrangements are allowed for properties listed or builders active on the Villestate platform.

SECTION 9 – LEGAL & RERA COMPLIANCE

  • 9.1. RERA: Partner shall comply with all RERA (Real Estate Regulatory Authority) norms and mandatory registration requirements.
  • 9.2. Misleading Ads: No misleading or unauthorized advertisements are allowed.
  • 9.3. False Promises: No false income guarantees shall be given to sub-partners or end-clients.
  • 9.4. Brand Guidelines: All marketing collateral must strictly follow the Company’s brand guidelines.

SECTION 10 – CRIMINAL LIABILITY SHIELD & INDEMNITY

  • 10.1. No Responsibility: Company is not responsible for any illegal, criminal, or unauthorized acts of the Partner.
  • 10.2. Scope of Misconduct: This includes fraud, cheating, misrepresentation, tax evasion, or unauthorized cash dealings.
  • 10.3. Partner Indemnity: Partner agrees to indemnify and hold the Company, its directors, and employees harmless against all losses, fines, penalties, or legal costs arising from the Partner's misconduct.

SECTION 11 – KYC & VERIFICATION RIGHTS

  • 11.1. Document Request: Company reserves the right to request PAN, Aadhaar, and other KYC/educational documents.
  • 11.2. Verification: Company may conduct third-party background and character verification of the Partner.
  • 11.3. Failing KYC: Failure to provide KYC or failing a background check results in immediate platform suspension without refund.

SECTION 12 – DATA PRIVACY & DPDP ACT 2023 COMPLIANCE

  • 12.1. Ownership: All CRM data, analytics, and lead information belong exclusively to the Company.
  • 12.2. Lead Property: Leads generated/assigned via the platform remain the sole property of the Company.
  • 12.3. Data Roles: Under the Digital Personal Data Protection (DPDP) Act, 2023, the Company is the Data Fiduciary and the Partner is a Data Processor.
  • 12.4. Breach Liability: Partner is strictly prohibited from extracting, scraping, or selling data. Any data breach or leak caused by the Partner's negligence or willful act shall make the Partner liable for the full amount of statutory penalties (up to ₹250 Crores) imposed on the Company.
  • 12.5. Access Revocation: Access to data is a revocable license which terminates immediately upon termination.

SECTION 13 – ELECTRONIC RECORD & LOG VALIDITY

  • 13.1. Admissibility: All CRM logs, access records, and system activity are admissible as primary legal evidence.
  • 13.2. Timestamps: Digital timestamps of "clicks," "logins," and "lead views" constitute valid proof of agreement and activity.
  • 13.3. Electronic Notice: Communication via registered email or platform notification is legally binding.

SECTION 14 – CONFIDENTIALITY

  • 14.1. Trade Secrets: Commission structures and internal builder agreements are strictly confidential.
  • 14.2. Internal Systems: Internal training methods and business systems shall not be disclosed to third parties.
  • 14.3. Survival: Confidentiality obligations survive for five (5) years post-termination.

SECTION 15 – NON-SOLICITATION

  • 15.1. Staff Poaching: Partner shall not solicit or hire Company employees for their own business.
  • 15.2. Vendor Diversion: Partner shall not solicit or divert Company vendors or service providers.
  • 15.3. Duration: This restriction remains valid during the term and for 12 months thereafter.

SECTION 16 – SUSPENSION & TERMINATION

  • 16.1. Immediate Action: Immediate suspension for any breach of anti-circumvention, data privacy, or reputation clauses.
  • 16.2. Fee Forfeiture: Termination of account results in forfeiture of the onboarding fee without refund.
  • 16.3. Discretionary Termination: Company may terminate this Agreement at its discretion for conduct harming its brand reputation.
  • 16.4. Winding Up: All digital access is revoked upon the effective date of termination.

SECTION 17 – LIMITATION OF LIABILITY

  • 17.1. Cap on Liability: Maximum cumulative liability of the Company is capped at the Onboarding Fee paid by the Partner.
  • 17.2. Indirect Damages: No liability for indirect, incidental, or consequential damages.
  • 17.3. Market Shifts: No liability for market fluctuations or builder delays.
  • 17.4. Third-party Default: No liability for defaults by builders or developers.

SECTION 18 – INTERNAL DISPUTE RESOLUTION

  • 18.1. Mandatory Grievance: Filing a written grievance to the Company’s compliance officer is a mandatory first step.
  • 18.2. Resolution Window: A 30-day "Cooling-off" window for mutual resolution must be exhausted before arbitration.

SECTION 19 – ARBITRATION & JURISDICTION

  • 19.1. Arbitration: Disputes shall be resolved via Arbitration under the Arbitration & Conciliation Act, 1996.
  • 19.2. Seat & Venue: The Seat and Venue of Arbitration shall be Ahmedabad, Gujarat.
  • 19.3. Exclusive Jurisdiction: Courts at Ahmedabad shall have exclusive jurisdiction.

SECTION 20 – DIGITAL REPUTATION & CONDUCT

  • 20.1. Non-Disparagement: Partner shall not post defamatory, false, or negative content against Villestate or Websequent Tech on any public platform or social media.
  • 20.2. Social Media Handles: Partner is prohibited from using "Villestate" in their personal social media handles or URLs without a written NOC.
  • 20.3. Ad Competition: Partner shall not run unapproved digital ads (Google/Meta) that compete with the Company’s official brand campaigns.

SECTION 21 – SURVIVAL CLAUSE

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

SECTION 22 – FORCE MAJEURE

  • 22.1. Force Majeure: Company is not liable for failures due to "Acts of God," pandemics, government actions, or internet outages.

SECTION 23 – SEVERABILITY

  • 23.1. Severability: If any specific clause is found invalid, the remaining clauses of the Agreement remain fully enforceable.

SECTION 24 – ENTIRE AGREEMENT

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

SECTION 25 – FINAL DECLARATION & ACCEPTANCE

  • 25.1. Understanding: Partner confirms reading and understanding all 25 sections.
  • 25.2. Non-Refundable: Partner accepts the Non-Refundable nature of the investment.
  • 25.3. No Guarantee: Partner acknowledges there is No Guarantee of fixed income or leads.
  • 25.4. Compliance: Partner agrees to comply with all RERA, Cyber (IT Act), and DPDP Laws of India.