This is an electronic document in compliance with the Information Technology Act, 2000 and related statutes amended by the same act pertaining to electronic documents/records. These Master Terms and Conditions (“Master Terms”) create a legally binding agreement between ZeroChaos, the Buyer, the Seller, the Agent, and the Service Provider. These Master Terms will come into effect immediately upon acceptance by the relevant parties and will govern the relationship between ZeroChaos, the Buyer, the Seller, the Agent, and/or the Service Provider in all aspects of the property purchase process, including but not limited to: (I) verifying the identity of the Buyer and the Seller, (II) onboarding the Agent(s) of the Buyer/Seller, (III) the Buyer’s offer to purchase the property, (IV) any counter-offer by the Seller to the Buyer, (V) finalizing the purchase consideration and commission payable to the Agent(s), (VI) finalizing the various terms and contingencies upon which the property purchase is dependent, such as successful completion of title search/due diligence, and (VII) timelines related to completing the transactions. In the event of any conflict between these Master Terms and any transaction document/electronic record, these Master Terms shall prevail, unless specified otherwise in the other agreement/document, or until further changes/modifications are notified by ZeroChaos.

For the purpose of these Master Terms, “You” or “User” means any legal person who has agreed to use the services of ZeroChaos by registering on the Platform as a Buyer/Seller and accepting these Master Terms. Buyer, Seller, Agent, and Service Providers are individually referred to as “User” and collectively as “Users” and, where required, as Buyer, Seller, Agent, and Service Providers. The term “Company“,  “ZeroChaos“, “We“, “Us” or “Our” refers to Agarwal Estates.

The Company and the Users are individually referred to as a “Party” and collectively as the “Parties“.

The User’s use of the Platform, including all features, functionality, tools, and content of the Platform and related services and tools, is governed by these Master Terms and the applicable policies (such as the “Privacy Policy” and “Terms and Conditions of Use of Platform”) of the Company, which are incorporated herein by reference. By registering as a Buyer/Seller on the Platform, the Users are contracting with the Company and with each other, and these Master Terms, including the applicable policies, constitute each User’s binding obligations. In these Master Terms, the following words and expressions, unless inconsistent with the context, shall bear the meanings assigned hereto:

(I) Definitions

1. “Acceptance” refers to the User’s confirmation by clicking the “Submit” button at the end of these Master Terms, through which the User agrees to the terms and conditions of these Master Terms.
2. “Agent(s)” means the real estate agents/brokers designated by the Buyer and/or the Seller.
3. “Buyer” is the User who has registered on the ZeroChaos Platform, indicating an interest in purchasing the Property.
4. “Commission” is the amount payable to the Agent(s) for their services, as identified in the Agency Agreement.
5. “Escrow Agreement” refers to the definitive escrow agreement to be entered into by the Buyer, the Seller, and ZeroChaos.
6. “Privacy Policy” refers to ZeroChaos’s privacy policy, which may be amended and updated from time to time and is available at Privacy Policy.
7. “Property” is the property owned by the Seller, the details of which were disclosed by the Seller during the registration process on the Platform and which the Buyer has selected during its registration process on the Platform, and which is available for sale by the Seller to the Buyer/other Users on the Platform or otherwise.
8. “Purchase Consideration” is the amount payable by the Buyer to the Seller for the purchase of the Property.
9. “ZeroChaos Fee” is the fee payable by the Buyer, the Seller, or any other User (as the case may be) to ZeroChaos for using the Platform to carry out the proposed real estate transaction and for the services offered.
10. “Sale Deed” refers to the definitive agreement to be entered into for the conveyance of the Property.
11. “Seller” is the User who has registered as the owner of the Property and is interested in selling the Property to the Buyer through the Platform.
12. “Service Provider(s)” refers to and includes the legal counsel, property surveyor, property inspector, or any other service provider listed on the Platform to facilitate the proposed real estate transaction.
13. “Terms and Conditions of Use of Platform” refers to the terms and conditions of use of the ZeroChaos Platform, which may be amended from time to time, and are available in the Terms of Use.
14. “Transaction Documents” refer to the agreements on the Platform related to the transactions contemplated and shall include the Agreement for Sale, Escrow Agreement, Contingency Release/Removal Letter, Contingency Extension Letter, Contingency Failure Letter, Amendment Agreement, Service Agreement, Agency Agreement, Legal Counsel Agreement, Privacy Policy, Master Terms, and any other amendments, documents, modifications, and other ancillary agreements entered into between the parties pursuant to such agreements.
15. “Stamp Duty” is a tax imposed on the sale of property/property ownership by the state government. The duration of the stamp duty at the time of registration shall be based on the value of the house/property.

(II) Acceptance

1. ZeroChaos offers its services to you on the condition that you accept and agree to the terms and conditions outlined in these Master Terms. Before you can use the Platform, it is essential that you read and accept all the terms and conditions contained herein as well as the linked information (including the Privacy Policy and Terms and Conditions of Use of Platform), as they are part of these Master Terms. Your acceptance of these Master Terms occurs when you click on the “Submit” button declaration provided at the end of these Master Terms.
2. Users who wish to use ZeroChaos services or participate in transactions through the Platform are advised to carefully review and understand the Master Terms before agreeing to be bound by them.
3. If you are accepting or agreeing to these Master Terms on behalf of another person or entity, you must have the necessary authority to act on their behalf and bind them to these Master Terms.
4. Each User must acknowledge, at the time of their registration as a Seller or Buyer, that they have read and understand these Master Terms (including any amendments). To complete the registration process, Users must enter and submit the relevant registration data on the Platform’s registration dashboard. The Master Terms will also be accessible on the dashboard for review and acceptance. To participate in real estate transactions on the Platform, Users must agree to the Master Terms by clicking the “Submit” button/checkbox, thereby signifying their acceptance. Any amendments to these Master Terms made before a User successfully completes a proposed transaction will be deemed accepted. ZeroChaos only facilitates the onboarding process, verifies and authenticates the identity of Users (including through Aadhaar KYC), and enables them to finalize the terms of the proposed real estate transaction. It is essential to understand that ZeroChaos is not the entity selling or purchasing the Property nor is it required to obtain any approvals for facilitating the proposed real estate transactions.

(III) Amendment

You may not use the Platform to purchase the Property if You do not agree to be governed by these Master Terms. We reserve the right, at our sole discretion, to change or otherwise modify these Master Terms at any time without prior notice, provided that we provide You with prior notice of such proposed amendment or modification to the Master Terms on the notice details provided by You at the time of Your registration and onboarding on the Platform. Your continuing use of the Platform in connection with the acquisition of the Property constitutes Your acceptance of the updated or modified Master Terms.

(IV) Offer and Purchase Process

1. Eligibility and Offer to sell the Property

(a) To participate in the real estate transactions facilitated by ZeroChaos, You (as the Seller) must be able to form legally binding contracts under the Indian Contract Act, 1872, and You (as the Buyer) must not be barred or prohibited from entering into contracts or conducting real estate transactions under the laws of India or any applicable jurisdiction.

(b) You are responsible for providing ZeroChaos with complete, accurate, and up-to-date information about Yourself and the Property (if You are a Seller) and must update such information as necessary to ensure it remains current. Please be aware that the personal information You provide, such as Your name and address, may be shared with third-party service providers in accordance with ZeroChaos’s Privacy Policy.

2. Offer, Acceptance & Consideration

After completing the onboarding process on the Platform, the Buyer has the option to submit a purchase offer for the Property, which is subject to due diligence and loan contingencies. The offer will include the Purchase Consideration that the Buyer is willing to pay for the property. The Platform will have a specific webpage designated for submitting the offer. Once the Seller receives the offer, they can review the terms. If the terms are agreeable to the Seller, they can accept the offer on a webpage on the Platform that is designed for accepting offers. After accepting the offer, the Buyer and the Seller will proceed to execute the Agreement for Sale and other Transaction Documents. Both parties are obligated to follow the terms outlined in the Agreement for Sale and other Transaction Documents.

3. Closing Costs & Taxes

Users are required to cover expenses such as title searches, title diligence, escrow fees, commissions for their Agents, fees for Service Provider(s), ZeroChaos Fee, and any additional closing costs as outlined in these Master Terms and Transaction Documents. Additional closing costs encompass various charges like stamp duty, registration fees, TDS withholdings, attorney fees, and property taxes up to the closing date. Moreover, if the Seller holds a preexisting listing agreement with a real estate agent/website, the Seller assumes full responsibility for determining the owed amount to their agent/website owner. This amount should be subtracted from the net proceeds of the Purchase Consideration following the completion of the transaction.

(V) Representations and Warranties

Upon registering on the Platform, each User agrees to represent and warrant that:

1. They have the full legal capacity to register on the Platform, list their Property for sale transaction (in case of the Seller), and execute and perform all the agreements and legal documents described herein. By doing so, they will not violate or infringe upon the rights (including intellectual property rights) of any other person and/or any applicable laws;
2. They are complying with all the regulatory requirements related to the services/products they are offering via the Platform;
3. All the details shared by them on the Platform, including the location, property specifications, etc., are current, up-to-date, and accurate;
4. All the personal details shared by them on the Platform, such as Aadhaar, permanent account number, driving license or passport identification proof, are accurate and correspond to their identification proof;
5. By registering and onboarding on the Platform, they grant all necessary rights to ZeroChaos to authorize ZeroChaos to use and/or share their data/information in accordance with the Privacy Policy.

(VI) Undertakings of the Users

1. Each User acknowledges and agrees that any communication or interaction with other Users or Service Providers on the Platform is at their own risk and ZeroChaos shall not be responsible or liable for any consequences arising from such communication or interaction.
2. Each User hereby agrees to indemnify, defend and hold harmless ZeroChaos, its affiliates, officers, directors, employees, agents and assigns, from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to any breach or alleged breach of the Master Terms or any Transaction Document, or any violation of any applicable law, rule or regulation by the User.
3. Each User acknowledges that ZeroChaos is not responsible for any third-party content or links that may be posted on the Platform, and that ZeroChaos does not endorse or guarantee the accuracy, reliability or suitability of any such content or links.
4. Each User acknowledges that the Platform may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications, and that ZeroChaos is not responsible for any such delays or problems.
5. Each User agrees that any dispute, controversy or claim arising out of or relating to the Platform, the Master Terms or any Transaction Document, shall be resolved through arbitration in accordance with the rules of the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted in English, in Bangalore, India, and the award shall be final and binding on the parties.

(VII) Miscellaneous

1. Indemnification by the User

The User agrees to indemnify, defend and hold harmless the Company and its respective Affiliates, officers, directors, managers, and employees (collectively, the “Indemnified Parties”), for any and all direct or indirect losses, liabilities, claims (including third party claims), taxes, stamp duty, deposits, demands, judgments, fines, suits, actions, costs, penalties and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) suffered, incurred or paid, directly or indirectly, by the Indemnified Parties arising out of, or relating to:

(i) any matter, dispute or event arising out of or relating to any of the Transaction Documents;

(ii) any inaccuracy, misrepresentation or breach of the representations and warranties by the User;

(iii) any failure to perform, non-fulfilment, breach or violation by the User of any of its covenants, obligations, undertakings and/or agreements contained in any of the Transaction Documents;

2. Limitation of Liability

Notwithstanding anything contained under the Transaction Documents, in no event will ZeroChaos be liable to the User

(i) for any indirect, special, incidental, punitive or consequential damages, whatsoever, including, without limitation, lost profits, loss of revenue, loss of use;

(ii) for any amount higher than the ZeroChaos Fee.

3. Notices

Any notification or other communication to ZeroChaos must be in writing and sent to the address shown on the Platform. Any notices and communications to Users will be sent to the email address supplied by the Users when they registered on the Platform.

4. Severability

If any term of the Master Terms is found to be illegal, void, or unenforceable for any reason, that provision will be deemed severable and will not affect the legality or enforceability of the other elements of the Master Terms.

5. Governing Law, Jurisdiction And Dispute Resolution

(i) Governing Law and Jurisdiction: These Master Terms will be governed and interpreted according to the laws of the Republic of India. Any dispute related to these terms will be subject to the exclusive jurisdiction of the courts in Bengaluru, except as provided for in the arbitration clause below.

(ii) Mediation: If a dispute arises in connection with these Master Terms, the parties agree to try to settle it through mediation. The parties will appoint a mediator from ZeroChaos’ panel of mediators. A party must give written notice to the other party and ZeroChaos to initiate the mediation. Neither party may commence any court proceedings or arbitration in relation to any dispute until mediation has been attempted, or the other party fails to participate. Mediation fees, if any, will be divided equally between the parties.

(iii) Arbitration: If a dispute cannot be resolved through mediation, or if the mediation period expires, the dispute will be exclusively submitted to arbitration under the Arbitration and Conciliation Act, 1996. The parties will appoint a sole arbitrator by mutual consent, or as per the Act if they cannot agree within 10 business days. The arbitration proceedings will be conducted in English, and the seat of arbitration will be in Bengaluru. The arbitration award will be final and binding, and the substantive and procedural laws of the Republic of India will apply.

6. Assignment

These Master Terms may not be assigned by either User to any other party. Without the previous approval of any individual, ZeroChaos shall have the right to assign these Master Terms to any of its affiliates or to any third party.

7. Waivers

Failure by any Party to enforce any term of these Master Terms shall not, in that instance or in any subsequent instance, constitute a waiver of such Party’s rights under such provision or of any other provision of these Master Terms.

8. Survival

Notwithstanding any other provisions of these Master Terms, or any general legal principles to the contrary, any provision of these Master Terms that imposes or contemplates continuing obligations on a Party will survive the expiration or termination of these terms.

Refund and Cancellations Policy

1. Cancellation Policy

Clients who wish to cancel their transaction with the company are required to submit a written cancellation request. This request should include the client’s name, contact details, transaction information, and the reasons for cancellation.

The company will carefully evaluate the cancellation request to determine its eligibility for approval. This evaluation includes assessing information provided by the client for compliance with both our internal policies and any legal requirements, such as “know your customer” norms.

If the cancellation request meets the necessary criteria and is approved, the company reserves the right to apply a cancellation fee or deduct relevant expenses incurred during the transaction process. The client will be promptly notified of the cancellation approval along with any applicable fees or deductions.

2. Refund Policy

Refunds may be granted to clients who are eligible for cancellation in accordance with the company’s cancellation policy. The company will assess the circumstances surrounding the cancellation and calculate the appropriate refund amount, if applicable. This refund amount may be subject to deductions, including cancellation fees, administrative costs, or other charges outlined in the company’s refund policy.

Refunds will be processed using the same payment method that was used for the initial transaction, unless the client specifies otherwise. The specific timeline for refund processing will be communicated by the company to the client. It’s important to note that the company retains the authority to withhold or reject refunds in cases of non-compliance with the cancellation policy or instances of contract breach by the client.

3. Exceptions and Special Circumstances

The company’s policy may identify certain scenarios in which cancellations and refunds are either not applicable or subject to distinct conditions. For instance, this might involve cancellations occurring beyond a particular stage in the transaction process or situations where contractual obligations prevent cancellation without incurring penalties.

Furthermore, the policy might address instances in which the company is confronted with unforeseen circumstances or external events that are beyond their control, potentially impacting the progression of the transaction. These could include occurrences like natural disasters or legal restrictions.

Should you have any questions, please don’t hesitate to contact us at “service@zerochaos.in”.