Terms and Conditions – Vayuno
Effective Date: 21/11/2025
1. Preamble
This Agreement governs the use of and access to the digital platform (website / mobile application / other interface) operated by Vayuno Ventures Private Limited ("Vayuno" or "the Company"). These Terms form a legally binding contract between Vayuno and each person or entity ("User" or "Users") who uses, registers on, accesses or transacts via the Platform, including without limitation Sellers, Buyers, Lessors, Lessees, Auction Participants, Lenders and Borrowers.
By using, accessing or transacting on the Platform, the User confirms that they have read, understood and agreed to be bound by this Agreement, including all policies and other documents referenced herein.
2. Definitions
In this Agreement, unless the context otherwise requires:
2.1 "Platform" means the digital portal, website, mobile application or any other online interface owned or operated by Vayuno through which property- or loan-related listings or transactions are facilitated.
2.2 "Property" means any immovable property, including land, buildings, flats, plots, constructed or under-construction units, listed or displayed via the Platform.
2.3 "Transaction" means any agreement, sale, lease, auction, mortgage, loan, or similar arrangement entered into by Users via or facilitated by the platform.
2.4 "Seller" / "Lessor" / "Borrower" means a User who lists or offers a property or avails a loan through the platform.
2.5 "Buyer" / "Lessee" / "Lender" means a User who purchases, leases, finances or lends against a property through the platform.
2.6 "KYC" means Know Your Customer verification in compliance with applicable law (including the Prevention of Money Laundering Act, 2002, and related rules).
2.7 "Policy Documents" means any privacy policy, escrow policy, listing policy, payment policy, etc., published by Vayuno (and incorporated by reference in this Agreement).
3. Role of Vayuno
3.1 Vayuno provides a technology-enabled intermediary platform facilitating property and loan-related transactions.
3.2 Unless explicitly stated in writing, Vayuno does not (and is not obliged to) own, sell, lease, finance or act as principal party to any property transaction or loan arrangement.
3.3 Vayuno's functions include (inter alia): (a) Hosting property listings by Sellers/Lessors; (b) facilitating communication between users; (c) enabling document verification, KYC and digital transactions; and (d) offering optional financial-linkage services (loan or mortgage facilitation) with third-party lenders.
3.4 Vayuno does not guarantee, warrant or represent the title, authenticity, creditworthiness or performance of any user, property, transaction or loan.
3.5 Vayuno retains the right, in its sole discretion, to approve, reject, suspend or terminate any user account, listing or transaction without assigning any reason or prior notice.
4. User Representations and Obligations
4.1 The User represents and warrants they are legally competent to contract (including under Section 11 of the Indian Contract Act, 1872).
4.2 The User shall furnish complete, true, accurate and up-to-date information and documents and shall promptly update any changes.
4.3 The User shall comply with all applicable Indian laws, including but not limited to the Real Estate (Regulation & Development) Act, 2016, Transfer of Property Act, 1882, Registration Act, 1908, Indian Stamp Act, 1899, relevant municipal, tax, zoning, KYC/AML and other regulatory requirements.
4.4 The User shall not upload or transmit any unlawful, fraudulent, misleading, defamatory, or infringing content on or via the platform.
4.5 The user acknowledges and agrees that all transactions and dealings via the platform are at their sole risk. Vayuno shall not be liable for any loss, damage, misrepresentation, fraud or default by any user or third-party.
5. Property Listings, Leases and Auctions
5.1 All Property listings on the Platform are invitations to offer only and shall not be construed as binding offers by Vayuno.
5.2 The Seller/Lessor must ensure they have clear, marketable title, lawful authority to list and transact, and shall disclose all encumbrances, charges, liabilities and material facts.
5.3 The Buyer/Lessee must conduct independent due diligence (including title search, verification of encumbrances, property inspection and legal/financial advice) prior to making any payment or executing any agreement.
5.4 Vayuno may charge listing, facilitation or service fees which are non-refundable unless expressly provided otherwise; such fees shall be published on the Platform from time to time.
5.5 Vayuno reserves the right (without notice) to suspend, remove or delist any listing or auction suspected of violation of law, regulation, third-party rights or these Terms.
5.6 In the case of auctions, all bids shall be final, irrevocable, and binding on the bidder. Vayuno may cancel, reschedule or extend an auction at its sole discretion and shall not be liable for any consequential loss arising therefrom.
5A. Exclusive Listing Obligation for Sellers / Lessors
5A.1 Exclusive Listing Requirement Upon listing any Property on the Platform, the Seller/Lessor agrees that such listing shall be on an exclusive basis, and the Seller/Lessor shall not list, market, advertise, negotiate, sell, lease, transfer or otherwise dispose of the Property through any other broker, platform, agent, intermediary, website, social media, marketplace, or by any direct/indirect means during the entire period the Property remains listed on the Platform.
5A.2 Prohibition on Parallel Transactions The Seller/Lessor shall not engage in any communication, negotiation, agreement, sale, lease or transfer of the Property with any third party while the listing remains active unless the listing is formally withdrawn from the Platform.
5A.3 Right to Withdraw Listing The Seller/Lessor may request withdrawal of their Property listing at any time through their registered User account. Withdrawal shall become effective only upon written/online confirmation issued by Vayuno.
5A.4 Withdrawal Within First 12 Months If the Seller/Lessor withdraws the Property from the Platform within twelve (12) months from the date of listing, the Seller/Lessor shall be liable to pay a withdrawal fee to Vayuno. The amount and structure of such fee shall be determined and notified by Vayuno from time to time.
5A.5 Withdrawal After 12 Months If the Property is withdrawn after the completion of twelve (12) months from the initial listing date, no withdrawal fee shall be payable.
5A.6 Sale Without Withdrawal – Material Breach If the Seller/Lessor sells, leases or transfers the Property to any third party without formally withdrawing the listing, it shall constitute a material breach of this Agreement. In such circumstances, the Seller/Lessor shall be liable to: (a) pay the withdrawal fee as applicable; (b) pay any facilitation/service fee or commission ordinarily applicable for a successful transaction through the Platform, as a genuine pre-estimate of loss; (c) face suspension or termination of their User account; and (d) be subject to legal recovery proceedings for outstanding dues and damages.
5A.7 Seller's Warranties The Seller/Lessor represents and warrants that they possess full legal authority to grant such exclusivity and that no third-party or prior contractual arrangement prohibits or conflicts with this obligation. The Seller/Lessor shall indemnify Vayuno from any claims arising from breach of such warranties.
5A.8 Enforceability The Seller/Lessor acknowledges that this exclusivity arrangement is reasonable, lawful and enforceable under the Indian Contract Act, 1872, and is necessary for protecting the legitimate business interests of Vayuno.
6. Loan and Mortgage Facilitation
6.1 Where applicable, Vayuno may facilitate introductions or linkages between Borrowers, Sellers/Lessors and third-party lenders for loan or mortgage arrangements.
6.2 Vayuno is not a bank, non-banking financial company (NBFC) or lender, and does not itself grant loans or accept deposits.
6.3 All loans, mortgages or credit facilities obtained via the Platform shall be governed by independent credit/loan/legal agreements entered into directly between the Borrower and the Lender; Vayuno is not and shall not be a party to such agreements.
6.4 The borrower shall provide accurate financial information, property documentation, and disclosure to the lender.
6.5 The Borrower authorizes Vayuno to share their KYC, credit or property information with partner lenders, verification agencies or credit assessment firms for credit evaluation purposes.
6.6 Vayuno shall have no liability for (and the Borrower and/or Lender expressly waive claims against Vayuno arising from) the following: loan rejection, interest rate determination, credit decision, foreclosure, recovery action, default, encumbrances, liens or prior charges on the Property.
6.7 The Lender and Borrower remain fully responsible for verifying all existing encumbrances, charges, prior commitments or liabilities associated with the Property. Vayuno does not and is not required to undertake such verification.
7. Payments & Fees
7.1 Users agree to pay the applicable service, listing, auction, facilitation or other fees as notified on the Platform (which may be changed from time to time).
7.2 Unless otherwise specified by Vayuno in writing, payments once made are non-refundable.
7.3 Vayuno may utilize third-party payment gateways, escrow accounts or other payment service providers; Vayuno does not guarantee performance of such third-party services and shall not be responsible for payment failures, delays or technical issues outside its reasonable control.
7.4 In the event of any dispute regarding payments or transactions, Vayuno's internal transaction logs, payment records and system data shall be deemed conclusive and binding for all purposes.
8. Intellectual Property Rights
8.1 All intellectual property rights (including trademarks, service marks, logos, design, layout, content, source-code, database, domain name) in and to the Platform are the sole and exclusive property of Vayuno (or its licensors) and are protected under Indian and international intellectual property laws.
8.2 Subject to the user's compliance with this agreement, Vayuno grants the user a limited, non-exclusive, non-transferable, revocable license to access and use the platform solely for lawful purposes in accordance with these terms.
8.3 The user shall not reproduce, modify, distribute, publish, perform, communicate to the public, create derivative works from or exploit any part of the platform (including content) for commercial purposes, except with Vayuno's prior written consent.
8.4 All suggestions, feedback or ideas submitted by the user to Vayuno regarding the Platform shall become the sole and exclusive property of Vayuno, and Vayuno shall be free to use them without restriction.
9. Data Protection and Privacy
9.1 The user agrees and consents to Vayuno's collection, use, processing, storage and disclosure of the user's personal, financial and property-related data (including KYC data) in accordance with the Information Technology Act, 2000, the Digital Personal Data Protection Act, 2023 and applicable rules, and Vayuno's Privacy Policy.
9.2 The user expressly authorises Vayuno to share relevant data with third-party lenders, verification agencies or legal/compliance entities for legitimate business operations, regulatory compliance or enforcement of these Terms.
9.3 Vayuno shall adopt commercially reasonable security measures to protect data. However, Vayuno does not guarantee that its systems are free from breach, unauthorized access, hacking, or other security failures. Vayuno shall not be liable for data loss, corruption or unauthorized access beyond its reasonable control.
9.4 The user acknowledges and agrees that the Platform may rely on digitally signed documentation and electronic records; such electronic records shall have full legal effect Under Section 10A of the IT Act.
10. Indemnity
The user shall indemnify, defend and hold harmless Vayuno, its affiliates, directors, officers, employees, agents and representatives from and against any and all losses, liabilities, claims, demands, costs (including legal fees), damages or expenses arising out of or in connection with:
- the user's breach of this agreement or any applicable law, rule or regulation;
- any misrepresentation or incorrect statement by the user (including ownership, authority or encumbrances related to a property);
- the user's default under any transaction entered through or facilitated by the platform;
- any false or inaccurate information provided by the user for KYC, loan evaluation or otherwise; or
- any dispute, claim or controversy between users or third parties (including Buyers, Sellers, Lessors, Lessees, Lenders, Borrowers) arising from use of the platform.
11. Limitation of Liability
11.1 To the maximum extent permitted under applicable law, Vayuno's aggregate liability under this agreement shall not exceed the total fee paid by the user to Vayuno in the twelve (12) months preceding the event giving rise to liability.
11.2 In no event shall Vayuno be liable for any indirect, special, incidental, consequential or punitive damages (including loss of profits, loss of business, loss of goodwill, loss of data or interruption of business), even if Vayuno has been advised of the possibility of such damages.
11.3 The user hereby expressly waives all claims against Vayuno for defects in title, encumbrances, non-performance, delays, defaults, fraud, misrepresentation or losses connected with a Property or Transaction, except to the extent such liabilities cannot be excluded by applicable law.
11.4 Nothing in this Agreement shall operate to exclude or restrict liability for: (i) death or personal injury resulting from Vayuno's gross negligence or willful misconduct; (ii) fraud; or (iii) any other liability which cannot lawfully be excluded under applicable Indian Law (including public policy).
12. Termination and Suspension
12.1 Vayuno may suspend, restrict or terminate a user's access to the Platform, listing or account at any time (with or without cause or notice) in the event of breach of this Agreement, misuse of the platform, fraud, regulatory risk or any other reason as determined by Vayuno in its discretion.
12.2 Termination or suspension shall not relieve the User of any pre-existing obligations, liability for acts before termination, accrued fees, indemnities or any other provision of this Agreement that by its nature survives termination.
12.3 Upon termination, the User's license to use the Platform shall immediately cease; the User must cease all use of the Platform, remove all references to Vayuno's material and, if requested, delete or return any confidential materials or records.
13. Dispute Resolution and Governing Law
13.1 This Agreement and any dispute, controversy or claim arising out of or in connection with this Agreement (including its validity, breach, termination or invalidity) shall first be attempted to be resolved amicably through negotiation between the parties.
13.2 If the parties are unable to resolve the dispute within 30 days of notice of dispute, the dispute shall be referred to mediation / conciliation administered by a mutually agreed mediator in Rajasthan, India.
13.3 If the dispute is not resolved by mediation within 60 days from the mediation referral, the dispute shall be finally resolved by arbitration under the rules of Indian Arbitration & Conciliation Act, 1996. The seat of arbitration shall be in Rajasthan, India, the language shall be English, and the tribunal shall consist of one/three arbitrator(s).
13.4 This Agreement shall be governed by and construed in accordance with the laws of India. The courts of Rajasthan shall have exclusive jurisdiction, unless otherwise agreed.
14. Miscellaneous
14.1 Amendment Vayuno may modify or update this Agreement (and/or any Policy Document) at any time by posting the updated version on the platform and indicating its effective date. Continued use of the platform after such posting constitutes the User's acceptance of the revised terms.
14.2 Severability If any provision of this Agreement is held invalid, illegal or unenforceable under applicable law, the remainder of the Agreement shall remain in full force and effect. The parties shall endeavour to replace the invalid provision with a valid provision that most closely reflects the original intention.
14.3 Entire Agreement This Agreement, together with any Policy Documents, constitutes the entire agreement between the parties regarding the subject matter and supersedes any prior or contemporaneous understandings.
14.4 No Waiver Failure by Vayuno to enforce any provision of this Agreement shall not be deemed a waiver of its rights or remedies.
14.5 Assignment The User shall not assign or transfer any rights or obligations under this Agreement without Vayuno's prior written consent. Vayuno may assign or transfer its rights and/or obligations at any time.
14.6 Notices Any notice required or permitted under this Agreement shall be in writing and delivered by email (to the address registered with the Platform) or by registered post to the address of the parties as recorded.
14.7 Survival Provisions which by their nature should survive termination (including but not limited to sections 4, 8, 9, 10, 11, 12 (where relevant), 14) shall survive termination of this Agreement.
Contact Information
For any queries regarding this Agreement, please contact:
Vayuno Ventures Private Limited
Email: [email protected]
Acknowledgement
By using, accessing or transacting on the Platform, the User acknowledges that they have read, understood and agreed to be bound by this Agreement in full.
Effective Date: 21/11/2025