GROHE DESIGNER ALLIANCE- TERMS AND CONDITIONS OF ...

GROHE DESIGNER ALLIANCE- TERMS AND CONDITIONS OF USE
The terms and conditions set out below are important and affect your rights as a Member of the GROHE
Designer Alliance. You are required to read and accept these before enrolling yourself into the GROHE
Designer Alliance and before quoting your Member ID to the Company or the Program Partner. Some of
the clauses may be related to other clauses, and therefore it is recommended that no clause be read in
isolation. Quoting your Member ID to the Company or the Program Partner shall be considered as an
acceptance of these terms and conditions.
1. DEFINITIONS AND INTERPRETATION
1.1. Definitions
“Account” shall mean a personal account held by the Member that will record and track the
transaction with respect to valid GROHE Products through Gift Vouchers issued by the members
“Agreement” shall mean these terms and conditions;
“Company” shall mean GROHE India Limited, a private limited company, incorporated under
the Indian Companies Act, 1956 and having its registered office at C/o Perfect Accounting and
Shared Services Private Limited, E 20, 1 st and 2 nd Floor, Hauz Khas, New Delhi-110016;
“Customer” shall mean a customer/ client of the Member who has been provided with a Gift
Voucher by such Member;
“Gift Voucher” shall mean coupons received by Members as part of this Program, valid for 1
(one) year from the date of its issuance by the Member, which shall entitle Customers of such
Members to obtain GROHE accessories from the Participating Dealers free of cost upto a value
of 5% of the invoiced amount upon making a Qualifying Purchase from such Participating
Dealers;
“GROHE Designer Alliance” or “Program” shall mean the loyalty program, managed and
operated by the Company, exclusively for architects and designers to reward and recognize their
association with the GROHE brand;
“GROHE Products” shall mean , except for G2 Products, products manufactured by the
Company or any entity Controlled, directly or indirectly, by the Company, any entity that
controls, directly or indirectly, the Company, or any entity under common control, directly or
indirectly with the Company;
“G2 Products” shall mean products manufactured by the Company or any entity Controlled,
directly or indirectly, by the Company, any entity that controls, directly or indirectly, the
Company, or any entity under common control, directly or indirectly with the Company having
the brand name „Baulines‟ or named in Annexure I hereto;
“Law” shall mean all statutes, enactments, acts of legislature or parliament, ordinances, rules,
bye-laws, regulations, notifications, guidelines, directions, directives and orders of any
government, statutory or autonomous authority or body, tribunal, board, court, municipal or local
authority, any judicial forum or stock exchange and, if applicable, international treaties and
regulations;

“Member” shall mean any architect or designer who has been enrolled in the Program under the
terms of this Agreement;
“Membership Kit” shall have the same meaning as ascribed to the said term in Clause 3.2.4
hereto;
“Participating Dealer” shall mean the dealers of GROHE Products set out on the Program
Website, as may be amended from time to time;
“Points” shall mean the points earned by the Member, expressed in a numerical value, which
may be Redeemed by the Member for Rewards, subject to the sole discretion of the Company;
“Privacy Policy” shall mean the privacy policy set out at
http://www.grohe.com/in/7503/privacy/;
“Profile” shall have the same meaning as ascribed to the said term in Clause 3.4.1 hereto
“Program Brochure” shall mean the brochure issued and maintained by the Company for the
Program, containing inter alia the Rewards currently available in the Program and the number of
Points required for them. The Program Brochure shall be subject to amendment by the Company
from time to time;
“Program Helpline” shall mean the telephone number set up operated and maintained by the
Company for the exclusive purposes of the Program which shall be operational on Monday to
Friday, between 1000 hrs and 1800 hrs except in case of [National Holidays];
“Program Partner” shall mean [NetCarrots.com Private Limited];
“Program Website” shall mean http://gda.grohe.in;
“Qualifying Purchase” shall have the same meaning as ascribed to the said term in Clause 4.5
hereto;
“Redemption” shall mean the exchange of Points for Rewards described in the Program
Brochure at the option of the Member but always at the sole discretion of the Company;
“Rewards” shall mean services, benefits, facilities or arrangements as described in the Program
Brochure and provided or made available to a Member by the Program Partner and shall be
subject to amendment at the sole discretion of the Company and the Program Partner;
1.2. Interpretation
In this Agreement, unless the context otherwise requires:
1.2.1. references in this Agreement to the Parties include their respective permitted assignees and/or the
respective successors in title to substantially the whole of their respective undertakings and, in the
case of individuals, to their respective estates and personal representatives;

1.2.2. references to statutes or statutory provisions include references to any orders or regulations made
thereunder and references to any statute, provision, order or regulation include references to that
statute, provision, order or regulation as amended, modified, re-enacted or replaced from time to
time whether before or after the date hereof (subject as otherwise expressly provided herein) and
to any previous statute, statutory provision, order or regulation amended, modified, re-enacted or
replaced by such statute, provision, order or regulation;
1.2.3. headings to Clauses, paragraphs and descriptive notes in brackets are for information only and
shall not form part of the operative provisions of this Agreement and shall be ignored in
construing the same;
1.2.4. references to Clauses, are to Clauses to this Agreement. All of these form part of the operative
provisions of this Agreement and references to this Agreement shall, unless the context otherwise
requires, include references to the, Clauses;
1.2.5. the words “including” and “inter alia” shall be deemed to be followed by “without limitation” or
“but not limited to” whether or not those words are followed by such phrases or words of like
import;
1.2.6. words denoting persons include bodies corporate and unincorporated associations of persons;
1.2.7. references to the singular number shall include references to the plural number and vice versa;
and
1.2.8. words denoting one gender shall include all genders.
2. GENERAL CONDITIONS OF MEMBERSHIP
2.1.1. The Member agrees that by clicking on the „I Agree‟ button below, he/she is deemed to have read
and understood the these terms and conditions of the Program and confirms that he/she is bound
by these terms and conditions and any changes to it from time to time and such other terms as
specified from the Company from time to time. The Member agrees that the Company shall be
under no obligation to intimate such changes in the terms and conditions of the Program to the
Member save and except on the Program Website.
2.1.2. Membership to the Program is voluntary and the Member agrees that he/she has entered into this
Agreement without any inducement, whether monetary or otherwise, undue influence, force or
coercive measure and with the free and unhindered will of the Member.
2.1.3. The Company shall not be liable for any loss or damage, whether direct or indirect, resulting from
acceptance of this Agreement by the Member, enrollment into the Program by the Member,
termination or change of the Program or any of its Rewards which are made available to the
Members, including without limitation, the Program Partner‟s withdrawal or the withdrawal or
limiting of any such Rewards.
2.1.4. The Member agrees that the Program is not a payment medium or payment instrument and that
the Points accrued to a Member‟s Account have no monetary value.
2.1.5. It is clarified that membership of the Program is voluntary and that nothing in this Agreement
shall be construed or interpreted to constitute a sale of the membership from the Company to the
Member. There shall be no monetary consideration for membership to the Program.

2.1.6. It is further clarified that the sales of GROHE Products to Customers (as defined herein), under
the terms of this Agreement shall be made solely by Participating Dealers which are entities
independent of the Company to which GROHE Products are sold on a wholesale basis for the
purpose of trade, business and profession. Notwithstanding anything contained in this Agreement,
in no case shall the sale of any GROHE products or accessories be construed as a direct retail sale
by GROHE to end users.
2.1.7. The Company shall have a right to cancel the Points accrued to Members if, in the opinion of the
Company, such Member found misusing the Program or Rewards
3. ENROLMENT
3.1. Eligibility
3.1.1. Membership in the Program is open to only architects or designers who choose to enroll
themselves into the Program.
3.1.2. The Company shall reserve the right to offer the Program by invitation to any prospective
members as it may deem fit.
3.1.3. Notwithstanding anything contained in this Agreement, membership to the Program is at the sole
discretion of the Company and it may refuse or accept membership to any applicant without
assigning any reasons.
3.2. Procedure for enrolment
3.2.1. Architects/ designers desirous of enrolling themselves in the Program shall register themselves
online on the Program Website and filling out the registration form therein.
3.2.2. It is the applicant‟s responsibility to enter the correct communication and other details at the time
of enrolling into the Program.
3.2.3. The applicant, desirous of becoming a Member, shall enter the correct communication and other
details and shall accept this Agreement. Subsequent to this, a unique identification number shall
be generated (“Member ID”) consequent to which the applicant shall be deemed to have been
enrolled as a Member. The Member shall be informed of his/her Member ID.
3.2.4. Post registration, a Program welcome kit (“Membership Kit”) consisting of:
(a) A letter welcoming the Member to the Program and containing his/her Member ID;
(b) Gift Vouchers; and
(c) A copy of the Program Brochure.
will be dispatched by the Company to the Member at the address specified by the Member.
3.2.5. Further Gift Vouchers shall be provided by the Company to the Member upon request

3.3. Account information
3.3.1. Members are required to inform any and all changes in communication details to the Company. If
a Member fails to intimate a change of address information immediately upon such change,
neither the Company nor its Partners shall be responsible for any delay in delivery of the Rewards
ordered by the Member.
3.3.2. By enrolling into the Program, the Member grants his/her consents to the Company for creating,
storing, maintaining and updating the Member‟s data. Such data shall include membership data
(including but not limited to name, address, telephone number, mobile number, date of birth,
areas of interest, preferences etc. as provided by the Member), usage data (including but not
limited to, transactions and Points accrued), and data concerning contacts with the Company
(including but not limited to, enquiry regarding membership) for the purpose of providing
relevant information and customer services to the Member in connection with the Program.
3.4. Information Sharing
3.4.1. Members may, through the Program Partner, share information about themselves and their work
and maintain such information on the Program Website (“Profile”). Profiles shall be viewable by
other Members and visitors to the Program Website.
3.4.2. The Profile may contain information relating to the Member‟s name, address, telephone number,
mobile number, date of birth, areas of interest, preferences, specializations in the field of
construction, architecture and design, recent commissioned and completed works of the Member.
3.4.3. By providing information to the Company in the Profile, Members represent and warrant that the
Member has all the necessary permission, consents and approvals to submit such information and
that the information is accurate, not confidential, and not in violation of any statutory or
contractual restrictions or other third party rights. It is clarified that the display of such
information shall be subject to the discretion of the Company and the Program Partner. However,
at all times, the Member submitting such information shall remain responsible and liable for the
information so submitted.
3.4.4. Members acknowledge, consent and agree that the Company may access, preserve, and disclose
information in the Profile and any other information provided by the Member if required to do so
by law or in a good faith belief that such access preservation or disclosure is reasonably necessary
in the opinion of the Company to:
(a) comply with legal process, court orders or other compulsory disclosures;
(b) enforce this Agreement;
(c) respond to claims of a violation of the rights of third parties;
(d) respond to customer service inquiries; or
(e) protect the rights, property, or personal safety of the Company, its directors, officers,
employees, Affiliates, other Members or the public.

3.4.5. Members grant the Company a nonexclusive, irrevocable, worldwide, perpetual, unlimited,
assignable, sub-licenseable, fully paid up and royalty-free right to the Company to copy, prepare
derivative works of, improve, distribute, publish, remove, retain, add, process, analyze, use and
commercialize, in any way now known or in the future discovered, any information provided by
the Members, directly or indirectly to the Company, including, but not limited to, any user
generated content, ideas, concepts, techniques or data to the services, submitted by the Member to
the Company, without any further consent, notice and/or compensation to the Member or to any
third parties. Any information submitted by the Members to the Company is to the risk of the
Member.
3.4.6. It is the responsibility of the Member to keep the Profile information accurate and updated.
3.4.7. Content and information shared on Members‟ Profiles shall be subject to the following:
(a) Members shall not post unauthorized commercial communications (such as spam) on
their Profile;
(b) Member‟s shall not use their Profiles for the purposes of promoting the competitors of the
Company or displaying products manufactured by the competitors of the Company;
(c) Members shall not collect other Member‟s content or information, or otherwise access
their Profiles, using automated means (such as harvesting bots, robots, spiders, or
scrapers);
(d) Members shall not engage in unlawful multi-level marketing, such as a pyramid scheme,
on their Profile;
(e) Members shall not upload viruses or other malicious code;
(f) Members shall not solicit login information or access another Member‟s Profile;
(g) Members shall not bully, intimidate, or harass any user;
(h) Members shall not post content that: is hate speech, threatening, or pornographic; incites
violence; or contains nudity or graphic or gratuitous violence or any other content which
is illegal;
(i) Members shall not use their Profile to do anything unlawful, misleading, malicious, or
discriminatory;
(j) Members shall not do anything that could disable, overburden, or impair the proper
working or appearance of their Profile, such as a denial of service attack or interference
with page rendering or other their Profile functionality;
(k) Members shall not facilitate or encourage any violations of this Clause or the Company‟s
Privacy Policy;
(l) Members shall not provide any false personal information on their Profile, or create a
Profile for any other Member without permission;
(m) Members shall not create more than one Profile;

(n) If the Company disables the Profile of the Member, Members shall not create another
Profile without the consent of the Company;
(o) Members shall not use their Profiles for commercial gain (such as advertising for
services);
(p) Members shall keep their contact information accurate and up-to-date;
(q) Members shall not share their passwords, let any other Member access their Profile, or do
anything that might jeopardize the security of the Profile;
(r) Members shall not transfer their Profiles;
(s) Members shall not post content or take any action on their Profile that infringes or
violates third party rights or otherwise violates any Law;
(t) The Company reserves the right to remove any content or information posted by Member
on their Profile if, in the sole opinion and discretion of the Company such content or
information violates this Clause or the Company‟s Privacy Policy;
(u) Members shall not post identification documents or sensitive financial information on
their Profile.
4. EARNING POINTS
4.1. Pursuant to Clause 3.2.4 (b) herein, Members shall be provided with Gift Vouchers bearing the
Member ID and an identification number unique to each Gift Voucher.
4.2. In order to earn Points and subject to the provisions of Clauses 4.3 and 4.5, Members may
provide the Gift Vouchers to their Customers as per their discretion and their relationship subject
to one Gift Voucher per Customer.
4.3. The Gift Voucher shall, upon a Qualifying Purchase from Participating Dealers, entitle the
Customer, GROHE accessories from such Participating Dealer, free of cost upto a value of 5%
of the invoiced amount.
4.4. Each Qualifying Purchase shall entitle the Member to earn points in the ratio of 1 Point for every
INR 1000 (Indian Rupees One Thousand Only) of the invoiced amount, or such amount that may
be decided by the Company from time to time, in the Qualifying Purchase.
4.5. For the purposes of this Clause 4, a “Qualifying Purchase” shall mean any purchase of GROHE
Products by Customers from Participating Dealers which meet all of the following conditions:
(a) The purchase shall be of GROHE Products only; and
(b) The purchase shall be on a single invoice; and
(c) The invoice amount shall not be less than INR 50,000 (Indian Rupees Fifty Thousand
Only) or such amount that may be decided by the Company from time to time; and

(d) The purchase shall be made only at Participating Dealers identified in the list mentioned
on the Program Website. The Company shall be entitled to add and / or delete
Participating Dealers from such list at any time without intimation to the Members. Any
changes in the list of Participating Dealers shall be updated on the Program Website; and
(e) The Customer shall hand over the Gift Voucher to the Participating Dealer at the time of
purchase.
(f) The purchase shall be a retail purchase only, i.e. a purchase of GROHE Products by end
users from Participating Dealers;
4.6. The Company shall not have any responsibility towards the Member or the Customer in respect
of making Qualifying Purchases.
4.7. The method of earning Points is subject to change from time to time. Such changes will be
communicated through the Program Website and through any other means of communication as
decided by the Company from time to time.
4.8. Points from an Account cannot be pooled or combined with the Points of another Account.
5. MAINTENANCE OF MEMBER ACCOUNTS
5.1. Each incidence of a Qualifying Purchase shall result in the accrual of Points which shall be
aggregated to the Member‟s Account within [15] days from the date of receipt by the Company,
of intimation of the Qualifying Purchase. The Company does not take any responsibility for lost
claims and/or proof-of-purchase with respect to the Qualifying Purchases.
5.2. Member‟s shall be entitled to confirm and amend their Account details including status of Points,
Account balance, to request Redemption of Points for Rewards by contacting the Company at the
Program Helpline.
5.3. The Company shall further provide to the Member, once every calendar month, a statement
setting out the details of the Qualifying Purchases carried out in the preceding month and the
Points accrued.
5.4. In the event of any discrepancies in such statement relating to each calendar month, the Member
shall be entitled to raise a claim with the Company through the Program Helpline within 7(seven)
days of receipt of such statement. In the event that a Member fails to raise such claims within
7(seven) days of receipt of such statement, it shall be deemed that the statement for that calendar
month is accurate in every respect. Any claims raised for any calendar month beyond 7(seven)
days of receipt of such statement shall not be entertained.
5.5. The Company shall have the right to reject any claims, without assigning any reason whatsoever.
6. REDEMPTION
6.1. Members shall be entitled to redeem their Points for Rewards for such number of Points as may
be set out in the Program Brochure.

6.2. Members can avail Rewards at any time on the basis of the Program Brochure. A Member shall
be entitled to continue to accumulate Points based on Qualified Purchases in order to achieve
higher number of Points. Once a Reward is redeemed, the requisite number of Points shall be
deducted from the Account and the Member shall be required to accumulate Points through
Qualified Purchases again.
6.3. The Member agrees that Rewards are provided by third-party suppliers (“Program Partner”)
and that the Company shall have no liability or responsibility with respect of the quality,
suitability or merchantability for such Rewards. Further, the Company makes no representations
or warranties as to the quality, suitability or merchantability of such Rewards. Any discrepancy in
the Reward delivered or any warranty claims in relation to the Reward delivered must be taken up
directly with the Program Partner.
6.4. This Program may or may not run concurrently with any other schemes or any other reward
program that may be offered by the Company.
6.5. Rewards cannot be exchanged/ redeemed for cash or transferred. No cash claim can be made in
lieu of Rewards.
6.6. The Company reserves the right to change or substitute a Reward of a similar specification and/or
value.
6.7. Members shall be personally liable for any and all costs, taxes, charges, claims or liabilities of
whatever nature arising from the provision or availability of Rewards provided or made available
to a Member by the Program Partner, as a result of his/her membership in the Program.
6.8. When a Member seeks to use or obtain any of the Rewards as offered by the Program Partner, the
provisions of Rewards will be subject to the respective terms and conditions of the Program
Partner, being the provider of the said Rewards.
6.9. Members who opt for and receive Rewards are personally responsible for any and all costs, taxes,
charges, claims or liabilities of whatever nature arising from the provision or availability of
Rewards provided or made available to a Member, by Program Partner, as a result of his/her
membership in the Program.
6.10. Program Partner may change any of the terms and conditions of their business at any time without
notice to the Member. The Company is not responsible for informing Members of any such
changes. The Company shall have no liability for the acts and omissions of the Program Partner.
7. REPRESENTATIONS AND WARRANTIES
7.1. The Member represents and warrants that the acceptance of this Agreement, enrollment of the
Member into the Program or any of the activities set out in this Agreement shall not constitute a
violation of the Architects Act, 1972, any regulations framed thereunder or any Law applicable to
the Member by virtue of the Member being registered under the Architects Act 1972 or under any
other Law;
7.2. By providing information to the Company in the Profile, Members represent and warrant that the
Member is entitled to submit the information and that the information is accurate, not
confidential, and not in violation of any contractual restrictions or other third party rights.

7.3. The Company shall endeavor on a best efforts basis, that the Rewards as expressed or advertised
in the Program Brochure will be available to Members. However, the Company shall not be liable
for any loss or damage, whether direct or indirect, arising from the provision or non-provision
whether whole or part, of any such Rewards by the Program Partner.
7.4. Subject to the provisions of Clause 7.3, the Company will take necessary measures with all the
Program Partner so that the Reward being dispatched is free from all defects, but in the event of
any defect in the Rewards delivered, the Company shall not be held responsible for defective
Rewards.
7.5. In case of a defective Reward, the Member redeeming the product shall directly co-ordinate with
the Program Partner to avail warranty/repairs. The Company shall have no obligation to facilitate
the Member in such case.
7.6. The Member acknowledges and understands that the Company is merely an intermediary and
does not assume any liability or acquire any right, title or interest in the Rewards. The Company
is only engaged in the management of the Rewards as displayed in the Program Brochure;
however all the Rewards are offered by the Program Partner to the Members directly.
7.7. All warranties and guarantees on the Rewards are the sole responsibility of the Program Partners.
The Company shall not be liable or responsible for any defect or deficiency in the Rewards,
whatsoever. All guarantees and warranties on the Rewards shall be transferred as is from the
Program Partners.
7.8. Members must contact the respective Program Partner in case of any defect or deficiency in the
Rewards. The Company will not be liable or responsible for the products and services offered
through the Program Brochure and the Company gives no warranty with respect to quality of
goods acquired or their suitability for any purpose.
8. INDEMNITY
The Member shall indemnify and hold harmless, the Company for all damages, losses and costs
(including, but not limited to, reasonable attorneys‟ fees and costs) related to all third party
claims, charges, and investigations, caused by:
(a) The failure of the Member to comply with this Agreement, including, without limitation,
any submission of content in the Profile that violates third party rights or applicable laws,
(b) Any offensive, inappropriate, obscene, unlawful or otherwise objectionable content or
information content submitted in the Profile, and
(c) Any activity in which the Member engages on or through the Program Website, including
but not limited to the accrual of Points, the maintenance of the Account or the
Redemption of Points for Rewards.
(d) Breach of any of any of the representations or warranties set out in Clause 7;
(e) Breach or violation of any Law;
(f) Any activity carried out by the Member with respect to the Customers

9. TRANSFER AND TRANSMISSION OF POINTS
9.1. Membership of the Program is non-transferable. Points accrued to Members are non-negotiable,
nonredeemable by cash and cannot be gifted, awarded or rewarded and cannot provide any
benefit to any other person than the Member himself.
9.2. At no time can Points be credited to or Rewards request be issued to, purchased by, or sold to or
otherwise transferred to any person other than the Member. Any such transferred Points or
requests for Rewards are void. Any person who commits such acts is liable for damages,
litigation and related costs to the Company, which reserves the right, to terminate the membership
of the transferor or remove such person from the membership or deactivate such transferor‟s
Account.
9.3. Upon the death of the Member, the Points to the credit of the Member‟s Account shall lapse with
immediate effect.
10. TERM AND TERMINATION OF MEMBERSHIP
10.1. Subject to the provisions of Clause 10 below, membership to the Program shall be valid for the
natural lifetime of the Member unless terminated in accordance with this Clause 9.
10.2. A Member may terminate his/her membership by calling the Program Helpline and requesting for
termination. The Member shall provide the required credentials vis-a-vis information already
provided by the Member.
10.3. Misuse of the membership of the Program or the membership benefits or Rewards may result in
termination of the membership or withdrawal of benefits at the sole discretion of the Company.
10.4. Disqualification of a Member, arising out of his/her misconduct, fraud and misuse of Rewards or
acts in a manner inconsistent with any central/state/local laws, statutes or ordinances, may result
in immediate termination of membership and cancellation of all Points and Rewards. Any
Member so disqualified shall not be entitled to redeem his Points after such disqualification.
10.5. Upon the death of a Member, his/her membership Account shall be closed and all accrued and
outstanding Points shall expire.
10.6. The Company may, at its sole discretion, terminate the membership of the Member, without
assigning any cause whatsoever.
11. TERMINATION OF THE PROGRAM
11.1. The Company reserves the right to suspend or terminate the Program or the validity of Member
Points or Rewards or extend the Program at any time.
11.2. Upon the termination of the Program, membership of Members shall stand cancelled and all
Points accrued to Members shall lapse.
11.3. The Members shall redeem their Rewards within the duration of the Program. Any claims made
after the Program is closed shall not be entertained.

12. MISCELLANEOUS
12.1. Severability
If any provision of this Agreement or the application thereof to any person or circumstance is or
becomes invalid or unenforceable to any extent, the remainder of this Agreement and the
application of such provision to persons or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby, and each provision of this Agreement shall
be valid and enforceable to the fullest extent permitted by Law.
12.2. Entire Agreement
This Agreement shall constitute the entire Agreement and understanding of the Parties and
supersede any previous arrangement, understanding or agreement between them relating to the
subject matter of this Agreement.
12.3. Force Majeure
12.3.1. The Company shall not be liable in the event it fails to fulfill any of its obligations under these
terms and conditions due to any Event of Force Majeure:
12.3.2. “Events of Force Majeure” shall include, but not be limited to:
(a) Chemical or radioactive contamination or ionizing radiation, earthquakes, lighting,
cyclones, hurricanes, floods, droughts or such other extreme weather or environmental
conditions, unanticipated geological or ground conditions, epidemics, famine, plague,
other natural calamities and acts of god;
(b) Chemical contamination (other than resulting from an act of war, terrorism or sabotage),
caused by a Person not being the affected Party or one of its contractors or subcontractors
or any of their respective employees or agents, and not being due to the
inherent defects of the affected facility or failure to properly operate the affected facility
in accordance with good industry practices;
(c) Acts of war (whether declared or undeclared), invasion, acts of terrorists, blockade,
embargo, riot, public disorder, violent demonstrations, insurrection, rebellion, civil
commotion and sabotage;
(d) Strikes, lockouts, work stoppage, labour disputes and such other industrial action by
workers, only if such events are not limited to a particular industry and not part of general
disturbance, which is political in nature;
(e) Any action or failure to act without justifiable cause by any Governmental Authority
(including any action or failure to act without justifiable cause by any duly authorized
agent of any Governmental Authority);
(f) Any change In Law only to the extent that such change prevents the Company to perform
its obligations under this Agreement; or
(g) There shall have occurred any material adverse change in the financial markets in India,
Germany or in the international financial markets, including the development of a

12.4. Amendment
recession or depression or any other change or development involving a prospective
change in German, Indian or international political, financial or economic conditions
(including the imposition of or a change in exchange controls or a change in currency
exchange rates) in each case the effect of which event, singularly or together with any
other such event is such as to make it, in the judgment of the Company, impracticable to
continue the Program.
12.4.1. The Program may be modified at the sole discretion of the Company from time to time without
intimation to the Member. The Company reserves the right to alter, amend or withdraw the
Program, its benefits or any part of it without prior notice or compensation due to circumstances
beyond its control. The Company‟s decision on all matters relating to the Program shall be final
and binding.
12.4.2. The Company reserves the unilateral right to amend this Agreement and the Program Brochure
and such changes shall be deemed effective immediately upon posting of the modified Agreement
or immediately upon posting of the modified Program Brochure on the Program Website. In the
event that a Member does not terminate his/her membership to the Program following such
amendment, it will be deemed that the Member has accepted such amendments to the Agreement
or the Program Brochure, as the case may be.
12.5. Waiver
Any delay, inability, omission or failure of the Company to exercise any of its rights under this
Agreement shall not affect or impair or be deemed to be a waiver of its rights under this
Agreement and neither shall it be deemed to affect or impair the Company‟s rights with respect to
any continuing or subsequent default of the other of the same or different nature under this
Agreement.
12.6. Remedies
No remedy conferred by any of the provisions of this Agreement is intended to be exclusive of
any other remedy which is otherwise available at Law, in equity, by statute or otherwise, and each
and every other remedy shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at Law, in equity, by statute or otherwise. The election of
any one or more of such remedies by the Company shall not constitute a waiver by the Company
of the right to pursue any other available remedies.
12.7. Compliance
The Member hereby agrees to comply with all applicable laws, orders, ordinances, regulations,
guideline and directives of applicable central, state and municipal authorities or regulatory
authority.
12.8. Limitation of Liability
12.8.1. The Company shall not be liable to any Member, for any indirect or consequential loss, damage
or expense of any kind whatsoever, arising out of or in connection with the Program and / or the
provision or the refusal to provide any Rewards, whether such loss, damage or expense is caused

y the negligence or otherwise, and whether the Company has any control over the circumstances
giving rise to the claim or not.
12.8.2. The Company shall endeavour on a best efforts basis, the availability of Rewards but will not be
liable for any loss arising from the failure by Program Partner to provide Rewards.
13. DISPUTE RESOLUTION
13.1. Mutual Discussion
Any dispute, difference, controversy or claim between the Member and the Company arising out
of or relating to this Agreement or the construction, interpretation, breach, termination or validity
thereof shall, upon the written request of either Party, be first resolved by means of mutual
discussions between the Parties.
13.2. Arbitration
13.2.1. In the event that mutual discussions referred to in Clause 12.1 fail to sufficiently address or
mitigate the dispute, upon the written request of either Party, the dispute shall be referred to and
resolved by arbitration in New Delhi in accordance with the arbitration rules of the Indian
Council of Arbitration. Such arbitration shall be conducted by a sole arbitrator nominated by the
Company.
13.2.2. It is clarified that in case of pendency of arbitration proceedings, the Company reserves the right
to suspend or terminate the membership of the Member and cancellation of the Points accrued to
the Member at its sole discretion.
13.2.3. The submission of any dispute or disagreement to arbitration shall not in any way affect or limit
the Company‟s right to file and prosecute under the applicable Law for any and /or all sums that
the Company claims to be due and owing to the Company under this Agreement.
13.3. Place, Enforcement and Proper Law of the Arbitration
13.3.1. The place of arbitration shall be New Delhi and all the arbitration proceedings shall be conducted
in the English language.
13.3.2. Judgment upon any arbitral award rendered hereunder may be entered in any court having
jurisdiction, or application may be made to such court for a judicial acceptance of the award and
an order of enforcement, as the case may be
13.3.3. The proper law of the arbitration shall be Indian law and the award will be made under the Laws
of India.
13.4. Costs
The costs of the arbitration shall be borne by the Parties in such manner as the sole arbitrator shall
direct in his arbitral award.

13.5. Governing Law & Jurisdiction
This Agreement, including all matters relating to its validity, construction, performance and
enforcement, shall be governed by and construed in accordance with the Laws of India and
subject to the provisions of Clause 12.2 and Clause 12.3, the courts of New Delhi shall have
exclusive jurisdiction over any disputes occurring between Parties under this Agreement.

ANNEXURE I- LIST OF G2 PRODUCTS
Product Name Model No
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