Designer / Couture House Agreement

Effective Date: April 27, 2026
Last Updated: April 27, 2026

This Designer / Couture House Agreement (“Agreement”) is executed on the date of acceptance, whether electronically, digitally, operationally, or by physical execution (“Effective Date”),

BY AND BETWEEN

TFCP INFOTAINMENT PRIVATE LIMITED

a company incorporated under the provisions of the Companies Act, 2013, having its registered office at:

Opp. Piccadilly 4, Royal Palms Estate
Aarey Milk Colony, Goregaon
Mumbai – 400065, Maharashtra, India

CIN: U59111MH2023PTC401543
GSTIN: 27AAKCT0771A1ZJ

Email: legal@vault.rent

operating directly or indirectly through:

  • CostumePeti;
  • Vault.rent;
  • Vault.Fashion;
  • Vault.Wedding;
  • Vault.Luxury;
  • associated warehouse systems;
  • operational systems;
  • inventory management systems;
  • software systems;
  • logistics systems;
  • and affiliated infrastructure,

hereinafter referred to as the “Company”, which expression shall, unless repugnant to the context or meaning thereof, include its:

  • affiliates;
  • subsidiaries;
  • warehouse operators;
  • operational partners;
  • successors;
  • and permitted assigns;

OF THE FIRST PART;

AND

The Designer / Couture House / Fashion Label / Luxury Brand / Design Studio / Fashion Enterprise executing this Agreement (“Designer”),

which expression shall include:

  • affiliates;
  • subsidiaries;
  • licensors;
  • representatives;
  • successors;
  • administrators;
  • legal heirs;
  • and permitted assigns;

OF THE SECOND PART.

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

1. RECITALS

WHEREAS:

A. The Designer owns and/or controls couture garments, luxury garments, bridal collections, accessories, designer merchandise, runway pieces, archive collections, bespoke creations, and associated fashion inventory;

B. The Company operates a technology-enabled ecosystem involving:

  • warehousing;
  • inventory management;
  • cataloging;
  • digitization;
  • rentals;
  • resale facilitation;
  • logistics;
  • fulfillment;
  • archival handling;
  • and managed operational services;

C. The Designer desires to appoint the Company for storage, operational management, rental facilitation, resale facilitation, logistics, digitization, archival handling, and associated Managed Services relating to Inventory;

D. The Company has agreed to provide such services subject to the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the mutual covenants and obligations herein contained, the Parties agree as follows:

2. DEFINITIONS

2.1 “Inventory”

shall include:

  • couture garments;
  • bridal wear;
  • runway collections;
  • luxury garments;
  • bespoke garments;
  • accessories;
  • footwear;
  • jewelry;
  • archive collections;
  • sample pieces;
  • custom creations;
  • textile works;
  • and associated luxury fashion assets.

2.2 “Designer IP”

shall include:

  • fashion designs;
  • sketches;
  • embroidery works;
  • textile patterns;
  • artistic works;
  • trade dress;
  • logos;
  • trademarks;
  • labels;
  • branding;
  • lookbooks;
  • styling systems;
  • couture structures;
  • and associated intellectual property rights.

2.3 “Managed Services”

shall include:

  • warehousing;
  • inventory intake;
  • cataloging;
  • photography;
  • QR tagging;
  • digitization;
  • preservation handling;
  • storage;
  • rentals;
  • resale facilitation;
  • logistics;
  • dispatch;
  • customer fulfillment;
  • quality control;
  • restoration coordination;
  • archive management;
  • and operational lifecycle management.

2.4 “Commercialization”

shall include:

  • rentals;
  • resale;
  • exhibitions;
  • promotional showcasing;
  • archive activations;
  • commercial display;
  • and associated monetization activities.

3. APPOINTMENT & SCOPE OF SERVICES

3.1 Appointment

The Designer hereby appoints the Company on a non-exclusive basis to provide Managed Services relating to Inventory delivered to or handled by the Company.

3.2 Scope of Services

The Company may provide:

  • warehousing;
  • archival storage;
  • inventory intake;
  • cataloging;
  • photography;
  • digitization;
  • QR tagging;
  • metadata creation;
  • logistics;
  • dispatch;
  • fulfillment;
  • rentals;
  • resale facilitation;
  • restoration coordination;
  • preservation coordination;
  • inventory analytics;
  • and associated operational services.

3.3 Operational Discretion

The Company reserves commercially reasonable operational discretion regarding:

  • warehouse allocation;
  • inventory placement;
  • photography standards;
  • listing structures;
  • dispatch prioritization;
  • operational workflows;
  • preservation handling;
  • and associated operational matters.

4. OWNERSHIP, TITLE & AUTHORIZATION WARRANTIES

4.1 Designer Representations

The Designer irrevocably represents and warrants that:

  • lawful ownership or lawful authorization exists;
  • commercialization rights lawfully exist;
  • no counterfeit Inventory is supplied;
  • all necessary permissions exist;
  • no unauthorized third-party rights are infringed.

4.2 Custom & Bespoke Pieces

Where Inventory involves:

  • bespoke garments;
  • commissioned designs;
  • celebrity couture;
  • bridal couture;
  • custom creations;
  • archive collections;
    the Designer represents that lawful commercialization rights exist.

4.3 Authenticity Warranty

The Designer warrants that all Inventory represented as:

  • couture;
  • luxury;
  • designer-originated;
  • bespoke;
  • archival;
    shall be authentic and lawfully commercialized.

5. DESIGNER INTELLECTUAL PROPERTY RIGHTS

5.1 Retention of Designer IP

All rights relating to Designer IP shall remain the sole property of the Designer and/or lawful licensors.

Nothing contained herein shall transfer ownership of Designer IP to the Company except limited operational rights expressly granted herein.

5.2 Limited Operational License

The Designer grants the Company a limited, non-exclusive, revocable operational license to:

  • photograph Inventory;
  • catalog Inventory;
  • market Inventory;
  • display Inventory;
  • digitally reproduce Inventory;
  • utilize associated branding for identification;
    solely in connection with Platform operations and Commercialization activities.

5.3 Restrictions on Platform Usage

The Company shall not knowingly:

  • counterfeit Designer works;
  • unlawfully reproduce Designer creations;
  • falsely imply ownership of Designer IP;
  • commercially exploit Designer IP beyond authorized scope.

6. CELEBRITY, STYLIST & PUBLICITY RIGHTS

6.1 Celebrity Associations

Where Inventory has been:

  • worn by celebrities;
  • associated with productions;
  • styled for public personalities;
  • used in editorial campaigns;
  • utilized in media productions;
    the Designer warrants that commercialization does not unlawfully infringe publicity rights or contractual restrictions.

6.2 No Implied Endorsement

Unless expressly agreed:

  • no celebrity;
  • stylist;
  • production;
  • influencer;
  • or public figure
    shall be deemed to endorse or affiliate with the Company or Platform.

7. INVENTORY INTAKE & OPERATIONAL HANDLING

7.1 Intake Rights

The Company reserves rights to:

  • inspect Inventory;
  • photograph Inventory;
  • digitize Inventory;
  • assign QR identifiers;
  • record metadata;
  • map warehouse locations;
  • categorize Inventory;
  • and conduct operational intake procedures.

7.2 Conditional Acceptance

Acceptance of Inventory shall not constitute:

  • authenticity certification;
  • valuation guarantees;
  • legal adjudication;
  • or ownership verification.

7.3 Preservation Handling

The Company may utilize commercially reasonable preservation-oriented handling procedures but does not guarantee museum-grade preservation unless expressly agreed in writing.

8. QR TAGGING, DIGITAL RECORDS & ELECTRONIC EVIDENCE

8.1 QR Systems

The Company may assign:

  • QR identifiers;
  • barcode systems;
  • metadata structures;
  • inventory tracking systems;
  • warehouse references;
  • operational mappings.

8.2 Digital Records

The Company may maintain:

  • intake scans;
  • dispatch scans;
  • timestamps;
  • CCTV records;
  • operational logs;
  • metadata;
  • GPS logs;
  • photographs;
  • audit trails.

8.3 Electronic Evidence

The Designer expressly agrees that:

  • QR records;
  • metadata;
  • timestamps;
  • warehouse logs;
  • dispatch records;
  • photographs;
  • CCTV footage;
  • operational audit trails;
    shall constitute legally admissible evidence under Applicable Law.

9. STORAGE, WAREHOUSING & BAILMENT

9.1 Nature of Relationship

The Parties acknowledge that Inventory storage may create relationships of bailment under Applicable Law.

The Company ordinarily acts as:

  • bailee;
  • custodian;
  • warehouse operator;
  • operational facilitator.

Ownership remains with the lawful owner unless otherwise agreed.

9.2 Commercial Handling Risks

The Designer acknowledges that Inventory may undergo:

  • operational handling;
  • transportation movement;
  • customer usage;
  • environmental exposure;
  • storage cycles;
  • restoration handling;
  • commercially unavoidable wear.

10. QUALITY CONTROL & RESTORATION

10.1 QC Rights

The Company reserves unrestricted rights to:

  • inspect Inventory;
  • classify condition;
  • photograph Inventory;
  • determine operational usability;
  • recommend restoration;
  • classify commercial wear.

10.2 Restoration Coordination

The Company may coordinate:

  • restoration;
  • repair;
  • dry cleaning;
  • preservation treatment;
  • specialist handling;
    subject to commercially reasonable operational discretion.

10.3 Binding Operational Determinations

The Designer acknowledges that:

  • QC reports;
  • operational assessments;
  • metadata;
  • photographs;
  • digital records;
  • warehouse evaluations;
    may form the basis of operational determinations.

Such determinations shall ordinarily be binding absent manifest error.

11. INSURANCE & LIABILITY

11.1 Insurance

Insurance shall not automatically apply unless expressly agreed.

The Designer is strongly advised to maintain independent insurance coverage for high-value Inventory.

11.2 Declared Values

The Company may rely upon:

  • declared values;
  • invoices;
  • insured values;
  • operational assessments;
    for liability calculations.

11.3 Liability Exclusions

The Company shall not be liable for:

  • ordinary wear and tear;
  • hidden weaknesses;
  • fabric aging;
  • embroidery deterioration;
  • environmental effects despite reasonable measures;
  • third-party misconduct;
  • customer misuse beyond reasonable control;
  • force majeure events.

11.4 Liability Cap

To the fullest extent permissible under Applicable Law, aggregate liability of the Company shall not exceed:

  • declared value;
    OR
  • insured value;
    OR
  • actual transaction amount received by the Company,
    whichever is lower.

12. COMMERCIAL TERMS & SETTLEMENTS

12.1 Revenue Structures

The Parties may separately agree:

  • commission structures;
  • revenue sharing;
  • storage charges;
  • handling fees;
  • logistics fees;
  • restoration fees;
  • archival fees;
  • and associated commercial terms.

12.2 Deductions

The Company reserves rights to deduct:

  • commissions;
  • operational charges;
  • restoration costs;
  • refunds;
  • logistics costs;
  • legal recoveries;
  • penalties;
  • and associated liabilities
    from settlements.

13. CONFIDENTIALITY

13.1 Confidential Information

Confidential information may include:

  • unreleased collections;
  • archive information;
  • styling references;
  • celebrity wardrobe details;
  • business intelligence;
  • pricing structures;
  • operational systems;
  • and associated commercial information.

13.2 Confidentiality Obligations

Both Parties shall maintain commercially reasonable confidentiality obligations and shall not unlawfully disclose confidential information.

14. AUDIT & COMPLIANCE RIGHTS

The Company reserves unrestricted rights to:

  • request documentation;
  • verify authenticity;
  • audit Inventory;
  • preserve evidence;
  • investigate suspicious conduct;
  • cooperate with authorities;
  • conduct operational compliance reviews.

15. INDEMNITY

The Designer irrevocably agrees to indemnify and hold harmless the Company against:

  • IP disputes;
  • counterfeit claims;
  • trademark disputes;
  • publicity rights disputes;
  • celebrity claims;
  • customer claims;
  • designer disputes;
  • regulatory actions;
    arising from Designer Inventory or authorizations.

16. TERMINATION & SUSPENSION RIGHTS

The Company reserves unrestricted rights to:

  • suspend services;
  • freeze settlements;
  • deny Inventory release;
  • preserve evidence;
  • terminate arrangements;
    where reasonably necessary for:
  • fraud prevention;
  • legal compliance;
  • operational protection;
  • reputational protection;
  • IP protection;
  • risk mitigation.

17. FORCE MAJEURE

The Company shall not be liable for:

  • floods;
  • fires;
  • warehouse incidents;
  • cyberattacks;
  • governmental actions;
  • infrastructure failures;
  • logistics disruptions;
  • labor shortages;
  • pandemics;
  • internet outages;
  • force majeure events;
  • or circumstances beyond reasonable control.

18. LIMITATION OF LIABILITY

To the fullest extent permissible under Applicable Law, the Company shall not be liable for:

  • indirect losses;
  • reputational harm;
  • consequential damages;
  • business interruption;
  • operational disruptions;
  • third-party misconduct;
  • force majeure losses.

19. GOVERNING LAW & ARBITRATION

This Agreement shall be governed by the laws of India.

Disputes shall first attempt resolution through good-faith negotiations.

Failing resolution:

  • disputes shall be referred to arbitration under the Arbitration and Conciliation Act, 1996;
  • seat and venue: Mumbai;
  • language: English.

Courts situated at Mumbai shall possess exclusive supervisory jurisdiction.

20. EXECUTION & ELECTRONIC CONSENT

This Agreement may be accepted:

  • electronically;
  • digitally;
  • through platform workflows;
  • through operational onboarding;
  • through email confirmations;
  • through QR-linked execution systems;
  • or through physical execution.

Electronic acceptance shall constitute legally valid consent under Applicable Law.

21. CONTACT & LEGAL COMPLIANCE

Designer & Couture Legal Compliance Officer

TFCP INFOTAINMENT PRIVATE LIMITED

Email: legal@vault.rent

Registered Office:
Opp. Piccadilly 4, Royal Palms Estate
Aarey Milk Colony, Goregaon
Mumbai – 400065, Maharashtra, India

CostumePeti
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