Terms & condition
1. That the First Party hereby engages, on a non-exclusive basis, the services of the Second Party for soliciting the business for allotment/sale of the apartments/villas/plots developed by the First Party, situated in and around Chennai and various locations in Tamil Nadu. That the Agreement, if any, entered earlier by the second party with the first party stand canceled, null, and void and this PIOU comes with effect from and remains in full force until
2. That the Second Party shall bring in the purchaser/s, who is/are interested in purchasing the apartments/villas/plots developed by the First Party. For this purpose, the Second Party shall put in his / her / their earnest efforts for the same
3. The Second Party agrees and confirms to the First Party that the Second Party shall maintain a proper record of the correspondence of the prospective purchaser(s) by way of written letters by way of email or by way of application before the booking date.
4. That the Second Party will be provided with the details of the apartments/ villas/plots available, pricing, mode of payment, and other relevant terms in the form of a write-up or brochures printed and provided by the First Party.
5. The Second Party shall ensure that the marketing of the apartments/villas/ plots will be strictly in conformity with the information provided by the First Party. That the Second Party assures/conforms/ that he/she/they shall not make any other representation other than the brochures/write-ups provided by the First Party to the Second Party.
6. The Second Party agrees and undertakes not to make any commitments and/or give undertakings for or on behalf of the First Party to any of the prospective purchaser/s and/or to the allottee. If any, such undertaking or assurances is/are/were given by the Second Party, then in such an event, the Second Party shall alone be responsible and liable for all costs and consequences arising therefrom. The Second Party agrees and undertakes to indemnify and keep the First Party and its Management officials and employees fully indemnified in respect of any action taken against them by any third party and/or allottee/ purchaser relying on any representations made by the Second Party, which are without the power, authority, consent, and sanction from the First Party, in writing.
7. Any case, if the allottee/purchaser breaches the Agreement for sale & and construction agreement signed by him/her/them, then the First Party shall keep the second party fully indemnified from all claims and costs arising therefrom.
8. The Second Party further agrees, accepts, and undertakes that his responsibilities and obligations shall continue until the said transaction of the allottee/purchaser results in the registration of the sale deed for the undivided share of land with regard to the apartments/villas/pIots. The allottee/purchaser shall pay the entire sale consideration including registration expenses for the documents executed like the agreement for sale, construction agreement, and sale deed. The Second Party accepts the responsibilities and the obligations that shall be automatically stand seized on the registration of the sale deed for the apartment by the party of the First Party to the allottee/ purchaser. Further, the Second Party agrees and undertakes to perform such obligations as may be required by the First Party with regard to the bookings to be made through the earnest efforts of the Second Party as contemplated under this MOU, and the Second Party shall discharge such obligations/assignments, as may be indicated by the First Party from time to time.
9. The Second Party declares that he/she/they hold a valid TNRERA Real Estate Agent registration certificate and will ensure the renewal of the registration certificate upon expiry.
10. The Second Party undertakes that he/she/they will abide by the Rules and Regulations of Real Estate ( Regulation & Development) Act 2016 and Tamilnadu Real Estate (Regulation & Development ) Rules, 2017 prevalent in force and as amended from time to time. The First Party will not be liable for any contravention of the RERA Rules & and regulations by the Second Party...
11. In consideration of the Second Party providing these services from time to time in terms of this NIOU, the First Party shall pay to the Second Party an amount as per the commission/referral fee as decided from time to time for each financial year. The commission/referral fee as applicable for the financial year shall be as per the details in Term Sheet attached. The commission/referral fee shall be calculated only on the Basic Sale Price agreed upon with the customer in terms of the Allotment Letter/Provisional Allotment Letter to be issued by the First Party in favour of the allottee/prospective purchaser. (i.e) excluding car park, clubhouse, legal, and other charges, for better clarity, it shall mean the saleable area of the apartment in sq.ft ” selling price per sq.ft. The said commission payable is exclusive of GST, which will be paid accordingly. TDS as per the provisions of the
I.T. Act as applicable will be deducted at source from the amount of commission/referral fee payable to the Second Party. Each year, at the start of the new financial year, a new letter informing the Second Party of the commission/referral fee slabs would be issued by the First Party, which shall remain valid throughout the financial year unless otherwise modified by the first Party in writing. This MOU along with all the terms agreed herein, remain valid till either party decides to terminate the PIOU as per Clause 14 of this MOU. The site visit and project briefing and final sale closure are the sole responsibility of the second party only.
12. That it is agreed that :
(a) That the Second Party would not be entitled to a commission/referral fee in case no agreement for sale/construction agreements are entered into between the First Party and the prospective purchaser.
(b) In the event that the allotment in favor of the purchaser by the First Party is canceled/terminated for any reason whatsoever before the First Party has executed the Agreement for sale/construction agreement with the Purchaser, then the Second Party would not be entitled to claim any commission/referral fee from the First Party in terms of this NIOU. However, if the allotment in favor of the Purchaser is canceled/terminated for any reason whatsoever after the First Party has executed the Agreement for sale/construction agreement with the Purchaser, then the Second Party shall be entitled to receive the commission/referral fee due for the unit sold by the second party.
(c) The First Party shall remit the commission/referral fee payable to the Second Party, on the same day of the First Party receiving the bill/invoice corresponding to the minimum booking amount received by the First Party from signing the agreement by the customer.
(d) The Second Party shall offer the apartment units at such sale price as may be indicated by the First Party.
(e) The First Party shall have the exclusive right to either entertain or reject the request for allotment to any person brought by the Second Party, irrespective that such person is willing to accept all the terms of the First Party. If the First Party declined booking/allotment for any such Party, then the Second Party would not be entitled to any commission/referral fee on such bookings.
13. Either Party may terminate this NIOU by giving the other Party 1(one) month’s advance notice in writing. Both the Parties agreed to perform respective obligations in respect of this MOU.
14. The Second Party agrees to keep all the information that has come to his/her/their notice/knowledge in respect of any matter relating to the apartment unit, including its pricing/costing, details of parties to whom the First Party might have sold the apartment units and/or the rates at which First Party might have sold such units strictly confidential. In any event, the Second Party commits a breach of this obligation, then the First Party is entitled to claim and recover from the Second Party all the losses and damages that the First Party might have suffered due to such breach of this obligation by the Second Party including legal costs for recovery of the said damages.
15. In the case of any dispute arising out of or in connection with this PIOU or its performance, including any question regarding its existence, validity or termination, the Parties shall first endeavor to reach an amicable settlement within 90 days from the date on which the dispute arose. If the Parties fail to arrive at a settlement then the dispute shall be referred to the arbitration of a sole arbitrator, who shall be appointed on mutually agreed terms of both the parties. The sole arbitrator shall hold the arbitration proceedings in Chennai and shall give a reasoned award. The decision of the arbitrator shall be final and binding on the parties. The provisions of the Arbitration and Conciliation Act, 1996 shall apply to the arbitration proceedings.
16. Subject to the provisions of the arbitration clause contained above, the parties irrevocably submit to the jurisdiction of the courts and tribunals at Chennai, Tambaram & Chengalpet Dist in respect of all matters connected with or arising under this MOU.