VendorMate Terms & Conditions (User Agreement)

Effective Date: 01-Jul-2026

Brand: VendorMate

Legal Entity: Zugnoo Home Sync Solution LLP

VendorMate Terms & Conditions (User Agreement) Effective Date: 01-Jul-2026 Brand: VendorMate Legal Entity: Zugnoo Home Sync Solution LLP

1. Nature of Services (Facilitator Model) VendorMate (“Platform”) is a proprietary brand owned and operated by Zugnoo Home Sync Solution LLP (“Company”). The Platform operates strictly as a B2B managed marketplace and facilitator, connecting Corporate Clients/Aggregators (“Buyers”) with Service Providers/Contractors (“Vendors”). The Platform does not act as a party to any contract, Purchase Order (PO), or agreement executed between Users. All commercial transactions, execution, deliverables, and payment settlements are the sole responsibility of the transacting parties.

2. Eligibility & Registration Platform access is restricted to legally recognized business entities and individuals above 18 years of age. Users must provide valid GSTIN, PAN, and KYC documents. The Company reserves the right to verify, reject, suspend, or terminate any account.

3. Fee Structure & Commercial Terms All fees listed on the Platform are exclusive of statutory levies and are subject to applicable GST (18%).

A. Standard Bidding & Processing Fee Slabs For non-subscribed users, a mandatory, non-refundable Processing Fee must be paid to submit any project bid, based directly on the estimated project valuation:

Slab 1: Project Value up to Rs 1,00,000 (1 Lakh) -> Rs 500 + GST Slab 2: Project Value Rs 1,00,001 to Rs 5,00,000 -> Rs 1,000 + GST Slab 3: Project Value Rs 5,00,001 to Rs 10,00,000 -> Rs 2,000 + GST Slab 4: Project Value Rs 10,00,001 to Rs 50,00,000 -> Rs 5,000 + GST Slab 5: Project Value Rs 50,00,001 to Rs 1,00,00,000 (1 Cr) -> Rs 10,000 + GST Slab 6: Project Value Above Rs 1,00,00,000 (1 Cr +) -> Rs 20,000 + GST

B. Subscription Privilege & Overage Discounts Vendors with active memberships enjoy specific free bidding quotas.

The 50% Overage Discount: Once the free quota is exhausted, a 50% discount on subsequent standalone slab fees applies ONLY to plans valued at Rs 20,000 (Startup Plan) and above. Lower tiers or free tiers do not qualify for this discount.

C. Success Fee (Commitment Fee: 2% to 5%) Project-Specific Milestones: The exact percentage and payment timeline (whether 100% upfront upon award or split into a 50-50% milestone model) will be governed strictly by the specific project’s MOU, RFQ, or Tender/Tender document based on its technical requirements.

4. Corporate vs. Aggregator Classification & Posting Fees The Platform distinguishes between Direct End Customers and Primary Contractors/Aggregators to maintain project integrity.

A. Direct End Customers: Users who post requirements for projects where they hold direct ownership are exempt from project posting charges. Tender hosting for verified direct buyers remains at Rs 0 (Free).

B. Third-Party Outsourcers / Aggregators: Users who subcontract or outsource deliverables to lower-tier vendors are categorized as Aggregators and are governed by a 3-Phase Journey:

Phase 1 (Trial): Restricted to One (1) Selected State and capped at a maximum of Three (3) Projects (Project valuation cannot exceed Rs 5 Lakhs per tender) -> Rs 0 (Free Trial). Phase 2 (Pay-Per-Post): Applicable post-trial for ad-hoc outsourcing -> Rs 2,500 to Rs 5,000 Per Project Posting Fee (Tender visibility remains locked until payment). Phase 3 (Aggregator Pass): Annual tier enabling up to 10 active national-level project postings per month -> Rs 25,000 Annual Subscription Fee.

5. Cancellation & Default Penalties (Discipline Clause) A. Buyer Cancellation: 0.5% cancellation charge on awarded project value and negative impact on Trust Score. B. Vendor Default / Non-Execution: 20% of Success Fee / Commitment Fee forfeited, Trust Score downgrade, and possible suspension or blacklisting.

6. Affiliate Royalty Program (0.25%) 0.25% of invoice value credited to Buyer wallet. Released only after payment confirmation and subject to TDS deduction under applicable laws. This program functions exclusively for project outsourcing corporate models, not for single one-time direct end customers.

7. Trust Score & Platform Governance VendorMate operates a Trust Score system based on execution quality, financial discipline, platform behavior, and feedback. The Company reserves the right to restrict access, limit participation, or suspend accounts based on performance.

8. Non-Circumvention Clause (Critical) Users explicitly agree that any Vendor and Buyer/Aggregator introduced via the VendorMate Platform shall not engage in direct transactions outside the Platform for a period of 12 months from their first digital interaction.

Penalties for Violation: If any user attempts to bypass the platform to execute a project directly, the Company reserves the right to impose a financial penalty ranging from 10% to 20% of the total estimated Project Value. Violation also results in immediate suspension and potential legal action.

9. Platform Misuse & Prohibited Activities Users shall not manipulate bids, form cartels, submit false bids, attempt to bypass platform fees, scrape platform data, or engage in fraudulent conduct. Violation may result in immediate suspension, financial penalties, and legal proceedings.

10. Account Suspension & Termination The Company may suspend or terminate accounts without prior notice in cases of fraud, repeated defaults, policy violations, or legal risk. Upon termination, platform access is revoked, and financial obligations remain enforceable.

11. Intellectual Property (IP) All platform elements including software, algorithms, UI/UX, and branding are the exclusive property of Zugnoo Home Sync Solution LLP. Unauthorized use is strictly prohibited.

12. Payment Disclaimer & Processing Fee Adjustment VendorMate does not act as an escrow or payment guarantee provider unless explicitly stated. All online payments are processed through secure, RBI-authorized third-party payment gateways (e.g., Razorpay).

The Same-Value Wallet Adjustment Clause: The Project Processing Fee is 100% non-refundable in cash. However, if a project is cancelled or remains unexecuted, the exact paid processing fee amount will be credited back to the Vendor’s Platform Wallet/Account and can be fully adjusted to bid on any future project of the same slab value across the platform.

13. Limitation of Liability & Indemnity The Company shall not be liable for vendor performance, payment delays, project failures, or indirect damages. Maximum liability is limited to fees paid to the Platform. Users agree to indemnify and hold harmless Zugnoo Home Sync Solution LLP against claims, legal disputes, and damages arising from their independent transactions or misconduct.

14. Dispute Resolution Between Users & Platform Neutrality VendorMate operates strictly as a neutral managed marketplace and digital facilitator. The Platform is not a legal party to any bilateral disputes arising between Buyers/Aggregators and Vendors.

Evidence Provision: In the event of a dispute, VendorMate may, at its sole discretion and subject to internal approvals, provide platform logs, encrypted chat history, or verification emails. Protection Against Harassment: VendorMate maintains a strict zero-tolerance framework against any form of operational harassment or unethical defaults and pledges to independently support the aggrieved party based on platform audits.

15. Governing Law & Jurisdiction These Terms are governed by Indian law. Jurisdiction rests solely in the Courts of Gautam Buddh Nagar, Noida, Uttar Pradesh.

16. Tax Responsibility Users are solely responsible for GST, Income tax, and TDS compliance. The Platform holds no liability for tax disputes.

17. Force Majeure The Company is not liable for delays or failures caused by natural disasters, government restrictions, system outages, or third-party failures.

18. Dispute Resolution Between Users VendorMate acts only as a facilitator and passive mediator. We may provide DPR records, photo evidence, and platform logs. Final resolution must be handled through mutual settlement, arbitration, or legal proceedings.

19. Modification of Terms The Company reserves the right to modify these Terms at any time. Continued use of the Platform constitutes acceptance of updated Terms.

20. Governing Law & Jurisdiction These Terms are governed by Indian law. Jurisdiction: Courts of Gautam Buddh Nagar, Uttar Pradesh.

21. Contact Information Registered Office: GT-20, Sector 117, Noida, Uttar Pradesh – 201301 Email: support@vendormate.in Corporate: scm@zugnooservices.com Account: accounts@zugnooservices.com Helpline: +91-8826395423