SUBSCRIPTION AGREEMENT

This Subscription Agreement (“Agreement”) is made and deemed executed on the date Apr 14 2024
(“Subscription Date”) by the Company at Hyderabad (“City”).

BY AND BETWEEN

CITYFURNISH INDIA PRIVATE LIMITED CIN No. U74999HR2019FTC078885 having its registered office at
Flat No. 31 Ekta Govt. Employees Co-operative Group Gurgaon Gurgaon HR (“Company”).

AND

The individuals identified as Tarunsaginela AADHAR/PAN No. 925794003685

(“Subscriber”).
The Company and the Subscriber shall individually be referred to as ‘Party’ and collectively as ‘Parties’.

WHEREAS

● The Company is in the business of offering Solutions with respect to home furniture, office furniture, soft
furnishings and fitness equipment on subscription basis.
● The Subscriber has approached the Company to subscribe to the products and services offered by the
Company, and the Company has agreed to provide the same to the Subscriber.

The Parties hereto wish to enter into this Agreement in order to record their mutual understanding.

NOW, THEREFORE, BOTH PARTIES AGREE THAT

1. Definition
In this Agreement, unless the context otherwise requires, the following capitalized words and
expressions shall bear the meaning ascribed to them here-in-below:

● “Solution” means the product and services offered by company as part of subscription program.

● “Service” means and includes delivery and installation of furniture, furnishing and fitness
equipment.

● “Initial Subscription Period” means the period of 12months from Subscription Date or such period
as amended from time to time on the basis of customer request.

● “Security Deposit” means the amount deposited with the Company as per the solution provided by
the company under the Subscription Program.

● “Subscriber” means any person who subscribes for the solution.

● “Subscription” means the non-exclusive and non-transferable permission by the Company to

experience the solution for personal consumption to the Subscriber.

● “Subscription Fee” means monthly fee charged by the Company towards Subscription of a
Solution by the Subscriber.

● “Subscription Period” shall mean the period for which the Subscriber has taken the Subscription
including the Initial Subscription Period.

● “Subscription Program Documents” shall mean and include this Agreement, invoice and any other
document as may be provided by the Company.
2. Subscription of Solution
● The particular terms and conditions of Subscription of a Solution by a Subscriber shall be as per
the prevailing Subscription Program.

● The Solution and any part thereof shall always be the property of the Company and the Subscriber
shall return the same to the Company on Termination or expiry of Subscription Period.
3. Subscription Fees
● Any Person can subscribe to the Solution for a Subscription Fee as per the prevailing Subscription
Program. Subscription Fees shall be paid within 5 days of due date as per subscription program.

● The Subscription Fee is exclusive of taxes. GST, as applicable, will be charged additionally.

● Delayed payment of Subscription Fee beyond due date shall attract a penal interest of 10% of due
amount per month from the date of default till the time the Subscription Fee is paid. The minimum
interest levied would be Rs. 300 per month of delay.

● Non-payment of Subscription Fee within 2 (Two) weeks of due date could result in termination of this
Agreement, removal of the Solution or part thereof and other legal procedures/remedies that the
Company may at its sole discretion, decide to proceed with.

● The Company shall levy a charge of Rs. 400/- for each cheque return/bounce or ECS/Standing
Instructions dishonor.
4. Security Deposit
● Every Subscriber shall deposit the prescribed refundable, interest free Security Deposit as indicated
in the prevailing Subscription Program for the Solution prior to the Subscription Date.

● The Security Deposit shall be refunded after the Company has taken possession of all the products
delivered as part of the Solution or part thereof and issue a Pick-Up docket.
● Within 7 (seven) working days from the date of issue of Pick-Up dockets, the Company shall process
for refund of Security Deposit, subject to deduction of damages, unpaid Subscription Fees and any
other deductions as applicable.

● Security deposit does not include any monthly subscription fee. It is simply a security deposit which
takes care of the damages (if any) and any default in payments.

● Company reserves the right to charge additional security deposit; or ask for additional documents in
case of a high value order.

● Refund amount shall be transferred to account or card from where initial deposit was received. In
case subscriber wish to get amount refunded to some other bank account, cancelled cheque copy of
account needs to be shared with company before or at the time of pickup.
5. Subscription Date, Use and Obligations
● The Company shall install/deliver the Solution or part thereof within 7 (Seven) days or any other
mutually agreed period at the delivery address provided by the Subscriber from the receipt of the
Security Deposit and a delivery receipt be issued by the Company. The date of delivery receipt shall
be the Subscription Date.

● The Solution or part thereof shall be used by the Subscriber for personal purposes or where
applicable, for the purposes of its executives and his/her family members, servants and guests,
without in any way creating right / title interest in the Solution or part thereof except as mentioned in
this Agreement.

● The Company shall repair or exchange the items in the Solution if the Subscriber faces any technical
problems within 7 (seven) days of the receipt of such complaint in writing.

● On or before expiry of Initial Subscription Period, Subscriber might request for an extension of
subscription. The Subscription can be renewed at mutually agreed terms by the Parties.
6. Joint Subscription
● If the Subscription has been jointly subscribed, one of them at their mutual understanding shall be
designated as the Primary Subscriber and the other(s) shall be treated as Secondary Subscriber.

● The Primary Subscriber shall be the point of contact for the Company and any benefit accumulated
under the Subscription Program shall be offered and provided to the Subscriber.

● In the event of Joint subscription, the accumulated benefit could be assigned by the Primary
Subscriber to an identified Secondary Subscriber with the consent of the Company.

● Notwithstanding the Clause 6, all joint Subscribers shall be liable for payment of the Subscription
Fees, Security deposit or any damages or deductions arising under this Agreement.
7. Delivery and Pickup
● The Subscriber or his/her representative has to be present at the agreed date and time. If a
‘mutually scheduled’ delivery or pickup needs to be rescheduled due to non-availability of the
Subscriber, additional logistics costs incurred shall be charged to the Subscriber

● Any delay in pick-up of products due to unavailability of Subscriber may attract additional charges
depending upon delay duration
● Though we conduct detailed quality checks before delivery, the Subscriber is expected to check if
there are any damages at the time of delivery and report the same to representative of the Company
and photos shall be captured of the same.

● Photos of the Subscriber will be taken with the items delivered for Company’s records. Subscriber is
expected to allow Company’s representatives to take the required photographs.

● Subscriber shall ensure the entry of delivery vehicle inside the premises. Additionally, subscriber
shall arrange for the permission to use the elevator. In case an elevator isn’t available at the delivery
location, Subscriber shall inform the Company about the same before schedules delivery date. The
Company shall charge for the labor involved for picking up and conveying the items via stairs. The
charges shall be discussed with the Subscriber while scheduling the delivery or at the time of
delivery.
8. Maintenance
● Maintenance of electrical appliances and fitness equipment’s shall be taken care of by the Company
for the entire tenure of the contract. This does not cover damages or breakdowns due to
mishandling.
9. Inspection Rights
● The Company or its designated representative(s) shall have the right to visit the Premise and inspect
the various components constituting the Solution or part thereof by providing a 24 hours’ notice,
either through phone or email, to the Subscriber.

● The Subscriber shall provide reasonable access to their Premise to enable the Company or its
designated representatives to carry out the inspection and/or service and maintenance to the
Solution or part thereof.
10. Termination
Subject to this Agreement, this Agreement can be terminated during the Subscription Period (but
only after the expiry of Initial Subscription Period) in following manner

● Subscriber may terminate the Subscription after giving 30 days written notice/email with the
payment of applicable charges.
Following charges will be applicable for early termination

If tenure opted is 3 months and termination requested before completion of 3 months, there will
be no refund.
If tenure opted is other than 3 months and termination request before completion of tenure, only
1 month rent will be refunded

● The Company shall terminate the Subscription after giving 10 days written notice/email to the
Subscriber upon the Subscriber defaulting on the payment of Subscription Fees for one (1)
consecutive month and has not paid till the expiry of the 10 days’ notice period.
● The Company may terminate the Subscription with immediate effect if

● The Subscriber has been found to transfer or license the Subscription in its own name.

● The Subscriber has transferred, assigned or leased the Subscription without Company’s approval

● The Subscriber has transferred the products to some other location without taking prior consent from
the company

● The Subscriber does not give reasonable access to their Premise to enable the Company or its
designated representatives to carry out the inspection and/or service and maintenance to the
Solution or part thereof
11. Effect of Termination
● On Termination of the Subscription,

● The Company shall refund the Security Deposit to the Subscriber after deducting due amount,
charges, or damages, if any, in accordance with Clause 4 above.

● The Subscriber shall return the items in same condition as taken (normal wear and tear accepted)
and Company shall remove the items from the premises of the Subscriber at its own cost.

● The Subscriber agrees to pay for any damage to, loss of, or any theft (disappearance) of items,
regardless of cause or fault. Item damaged beyond repair will be paid for at its Market Price.

● The damage shall be ascertained by comparing against the delivery note signed by Subscriber
and the photographs taken on delivery and return pickup day and the extent of damage shall be
ascertained by using the definition of damages given in Annexure 1. This damage cost shall be
mitigated from the refundable deposit paid by the Subscriber.

● The damages will be ascertained by the Company and its decision shall be final in this regard. The
Company may waive the damages up to the value of INR 1,000 (One Thousand Rupees) only.

● Refund amount shall be transferred to account or card from where initial deposit was received. In
case subscriber wish to get amount refunded to some other bank account, cancelled cheque copy of
account needs to be shared with company before or at the time of pickup.
12. Duty of Subscriber
● The Subscriber shall not, use or attempt to use the Solution or any part thereof or permit any person
to provide Solution or any part thereof to any third party by way of trade or otherwise.

● The charges shall be exempted for normal wear and tear. However, if any item in the home Furniture
or Home Décor component of the Solution is broken, torn, stained or is damaged during the
Subscription Period, the Subscriber shall be responsible for compensating the Company in this
regard.

● During the Subscription Period, the Subscriber is solely responsible for the component of the
Solution which must remain at the Premises and shall not be moved to another location without the
prior written consent of the Company. Relocation of the Solution or part thereof or reinstallation of
the Solution shall be as per the prevailing Subscription Program.
● Subscriber shall take reasonably good care of the Solution or part thereof and not sell, sub-hire,
assign, convey, transfer or create any rights in relation to the Solution or part thereof to another
person.

● Subscriber may lease the house furnished with Solution only after the written approval of the
Company.

● Further, the Subscriber shall not alter, modify, re-design, re-color, re-polish, dismantle, re-assemble,
change any of the Solution or part thereof, without prior written permission of the Company.
13. Intellectual Property Rights
● The Intellectual Property Rights (“IPR”) including trademarks, copyright, design and any other
intellectual property in the Solution belongs to the Company. Solution and any other related materials
/ service via it and IPR therein may not be copied, distributed, published, licensed, used or
reproduced in any way.

● Subscriber shall do all reasonable endeavors to safeguard IPR of the Company in the Solution and
perform no act which violates the IPR of the Company and report promptly to the Company if any
third party violates or claims IPR in the Solution in knowledge of the Subscriber and co-operate in
any enforcement or other protective action taken by the Company.

● Subscriber shall not, and shall ensure that any other Person shall not use any reverse engineering,
recompilation or disassembly techniques or similar methods to determine any design, concepts,
construction method or other aspects of the Solution, or part thereof for any purpose.

● Subscriber shall not make or attempt to make any alterations, modification, additions or
enhancements through any means to the Solution or permit the whole or any part of the Solution to
be combined with or become incorporated in any other program or Solution.
14. Confidentiality
Subscriber shall keep confidential the terms and conditions of this Agreement and all information
disclosed by the Company to the Subscriber in relation to or in connection to this Agreement
including the intellectual property rights in the Solution.

15. Disclaimer and Hold Harmless

● The Subscriber agrees that it is the Subscriber’s responsibility to always read the label and/or user
manual before using the Solution.

● THE COMPANY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY

OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE WITH RESPECT TO THE
SOLUTION OFFERED.

● In no event shall the Company or its owners, affiliates, employees, contractors, officers, or agents be
liable for any damages including, without limitation, incidental and consequential damages, personal
injury/wrongful death, lost profits, or damages resulting from the Solution, whether based on
warranty, contract, tort, or any other legal theory.

● The Company shall not be liable for any damages, compensation etc. incurred by the Subscriber or
any third Party because of Solution.
● The Liability of the Company arising under or in relation to this Agreement shall not be more than
one month Subscription Fees.
16. Breach of terms
In the event of breach of any of the covenants and conditions to be observed and performed by the
Subscriber hereunder, the Company may at their option terminate this Agreement by giving the
Subscriber a prior ten (10) days’ notice in writing, specifying the breach complained thereof and
requiring its remedy and this Agreement would stand terminated on the expiry of said notice period,
unless the Subscriber would have remedied or repaired the said breach before the expiry of the said
notice period. Further, the Company shall retain its right to claim damages and/or deduct the
damages from the Security Deposit or encash the undated cheques.

17. Indemnity
● Subscriber shall always indemnify, defend and hold harmless the Company from any third-party
claims including but not limited to by the landlord/owner of the Premises of trespass, damage to the
premises, claim of criminal or civil nature or any loss, damage, attorney fees incurred in
course/arising out of or in connection with this Agreement.

● The Subscriber agrees to hold the Company indemnified and harmless from any and all claims,
demands, rights, lawsuits, causes of action, obligations, controversies, debts, costs, expenses
(including but not limited to attorneys' fees), damages, judgments, losses and liabilities of whatever
kind or nature, fixed or contingent, in law, equity or otherwise, whether known or unknown, whether
or not apparent or concealed arising out the Solution.
18. Force Majeure
Upon the occurrence of any of the following events, including but not limited to fire, accident, riots,
flood, earthquake, storm, terrorist activities, war, Acts of God, any governmental or municipal action
(beyond the control of the Parties), prohibition or restriction, which in any way results in making the
Solution or part thereof unfit, the Company shall have the right to terminate this Agreement forthwith
and claim asset or value of the asset as defined by the company in books of account.

19. Statutory Action

If the Subscriber is dispossessed from the usage of Solution or part thereof as a result of any legal
proceeding or action against the Company in respect to the Solution or part thereof for the breach by
the Company of any law, regulation, rules, bye-laws in force in India, the Agreement shall stand
terminated from the date of dispossession of the Subscriber.

20. Dispute Resolution and Arbitration

● In the event of a dispute or difference of any nature whatsoever between the Parties, the same shall
be, as far as possible, be resolved through negotiations and in the event of failure of dispute
resolution by negotiations, the dispute shall be referred to Arbitration.

● Either Party to this agreement can refer the dispute for resolution to a sole arbitrator or in case of
disagreement in the appointment of the arbitrator, then to three arbitrators, of which each Party shall
nominate one and the third arbitrator shall be appointed by the said two arbitrators. The decision of
the Arbitral Tribunal shall be final and binding on both the parties. The venue of arbitration shall be
Gurgaon and the Arbitration proceedings shall be conducted in accordance with provisions of the
Arbitration and Conciliation Act, 1996 or any subsequent modifications thereto. The proceeding shall
be in English. Each party shall bear and pay its own costs and expenses in connection with the
arbitration proceedings unless the arbitrators direct otherwise.
21. Miscellaneous
● Notice: Any notice to be served on the other Party shall be sent to the address mentioned in this
Agreement or as updated by the Parties from time to time through pre-paid recorded delivery or
through email and shall be deemed to have been received by the addressee within 48 hours of
posting.

● Assignment: The Company may assign any of its rights under this Agreement to any person or entity
without the prior written consent of the Subscriber. The Subscriber may assign any of its rights under
this Agreement to any person or entity only upon receipt of prior written consent of the Company.

● Amendments: No change, modification, or termination of any of the terms, provisions, or conditions

of this Agreement shall be effective unless made in writing and signed or initialed by all signatories
to this Agreement.

● Survival: Termination of this Agreement shall not affect those provisions hereof that by their nature
are intended to survive such termination including Clause 4, 9, 11, 12, 13, 14, 15, 17, 18, 19.

● Governing Law and Jurisdiction: This Agreement shall be governed and construed in accordance
with the laws of India in relation to any legal action or proceedings to enforce this Agreement. The
Parties irrevocably submit to the exclusive jurisdiction of any competent courts situated at Gurgaon
and waive any objection to such proceedings on grounds of venue or on the grounds that the
proceedings have been brought in an inconvenient forum.

● Severability: If any paragraph, sub-paragraph, or provision of this Agreement, or the application of

such paragraph, sub-paragraph, or provision, is held invalid or excessively broad by a court of
competent jurisdiction, the remainder of this Agreement, and the application of such paragraph,
sub-paragraph, or provision to Persons, or circumstances other than those with respect to which it is
held invalid shall not be affected.

● Entire Agreement: This Agreement along invoice and other subscription program documents
constitutes the entire agreement between the Parties with respect to the matters contained herein
and supersedes any and all prior and contemporaneous agreements, negotiations, correspondence,
undertakings and communications of the parties, oral or written, with respect to the subject matter of
this Agreement.

● The Subscriber shall inform at least ten (10) days before the expiry of Initial Subscription Period to
the Company about his/her discontinuance of the Subscription upon expiry of Initial Subscription
Period. If no such information is provided, the Solution will be automatically extended for life time
without any further action/information from the Subscriber.

● Cityfurnish shall provide the services under the Agreement, either by itself or through any third-
party. In case the services are provided through any third-party, Cityfurnish shall share the details
(only to the extent required to provide the services) of the Customer to enable such third-party to
provide the service. The Customer hereby authorizes Cityfurnish to share the details of the
Customer with such third party.

Annexure 1
Damage shall be defined as follows:
● Minor scratches (below 1mm in width and depth, and 2cm in length) on wooden furniture shall be
ignored as they are considered ‘normal wear and tear’.

● Minor chips and breakage in timber (below 5mm in width, 1mm in depth and 1cm in length) shall be
ignored, while those above the said dimensions shall be charged for.

● Any damage which is a result of raw material or manufacturing defects shall not be chargeable.
● Any damage that results in the product being unusable shall result in the value of the product being
charged to the subscriber.

● Any damage that results in the replaceable part of the product being unusable shall result in the
value of the part being charged to the subscriber.

● Tear in upholstery shall result in charge towards replacement of upholstery. Opening up of a stitched
joint shall not be chargeable.

● Stains on upholstery which are not removable via dry cleaning shall result in a charge for upholstery
replacement.

Tarunsaginela
Apr 13 2024 16:18 IST