Client Storage & Records Management Agreement

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

This Enterprise Client Storage & Records Management 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 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:

  • Vault.rent;
  • Space Bazaar;
  • associated warehouse systems;
  • records management systems;
  • logistics infrastructure;
  • operational facilities;
  • and affiliated entities,

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

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

OF THE FIRST PART;

AND

The Enterprise / Corporation / Public Company / Institution / Legal Entity / Client executing this Agreement (“Client”),

which expression shall include:

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

OF THE SECOND PART.

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

1. RECITALS

WHEREAS:

A. The Client owns, controls, or manages physical and/or operational records, documents, files, archival materials, corporate records, compliance records, legal records, financial records, and associated enterprise materials;

B. The Company operates an enterprise storage, warehousing, records management, logistics, digitization, archival handling, and inventory management ecosystem;

C. The Client desires to appoint the Company for storage, warehousing, records management, logistics coordination, digitization, archival handling, retrieval management, and associated operational services relating to Client Records;

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 “Client Records”

shall include:

  • legal records;
  • agreements;
  • accounting records;
  • statutory records;
  • compliance records;
  • tax documents;
  • corporate records;
  • HR records;
  • archival documents;
  • confidential files;
  • physical media;
  • and associated enterprise materials.

2.2 “Managed Records Services”

shall include:

  • storage;
  • warehousing;
  • intake processing;
  • inventory mapping;
  • barcoding;
  • QR tagging;
  • indexing;
  • cataloging;
  • digitization coordination;
  • retrieval management;
  • dispatch coordination;
  • destruction coordination;
  • archival handling;
  • and operational lifecycle management.

2.3 “Records”

shall include:

  • physical records;
  • cartons;
  • boxes;
  • files;
  • binders;
  • storage containers;
  • archived media;
  • digital indexing references;
  • and associated storage units.

2.4 “Warehouse”

shall include:

  • warehouse facilities;
  • records facilities;
  • archival facilities;
  • storage premises;
  • operational locations;
  • and associated infrastructure utilized by or on behalf of the Company.

2.5 “Retention Period”

shall mean the duration for which Client Records are required to be retained pursuant to:

  • Applicable Law;
  • internal policies;
  • contractual obligations;
  • or Client instructions.

3. APPOINTMENT & SCOPE OF SERVICES

3.1 Appointment

The Client hereby appoints the Company on a non-exclusive basis to provide Managed Records Services in relation to Client Records delivered to or handled by the Company.

3.2 Scope of Services

The Company may provide:

  • storage;
  • warehousing;
  • intake processing;
  • inventory mapping;
  • barcoding;
  • QR tagging;
  • indexing;
  • retrieval management;
  • dispatch coordination;
  • digitization coordination;
  • archival handling;
  • destruction coordination;
  • logistics coordination;
  • and associated operational services.

3.3 Operational Discretion

The Company reserves commercially reasonable operational discretion regarding:

  • warehouse allocation;
  • storage methodologies;
  • indexing systems;
  • retrieval procedures;
  • operational workflows;
  • dispatch methodologies;
  • and associated operational matters.

4. NATURE OF STORAGE RELATIONSHIP

4.1 Bailment Relationship

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

The Company ordinarily acts as:

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

Ownership of Records remains with the Client.

4.2 No Transfer of Ownership

Delivery of Client Records to the Company shall not transfer:

  • ownership;
  • title;
  • proprietary rights;
  • confidentiality rights;
  • intellectual property rights;
    unless expressly agreed in writing.

5. CLIENT RESPONSIBILITIES

The Client irrevocably represents and warrants that:

  • lawful authority exists to store Records;
  • storage of Records does not violate Applicable Law;
  • Records are properly classified;
  • no unlawful or prohibited materials are delivered;
  • all necessary retention obligations are known to the Client.

The Client remains solely responsible for:

  • statutory retention obligations;
  • legal compliance;
  • tax compliance;
  • document classification;
  • and records governance obligations.

6. PROHIBITED MATERIALS

The Client shall not store:

  • hazardous materials;
  • explosives;
  • biologically hazardous materials;
  • contraband;
  • narcotics;
  • unlawful materials;
  • illegal weapons;
  • prohibited substances;
  • or materials prohibited under Applicable Law.

The Company reserves unrestricted rights to:

  • refuse storage;
  • remove prohibited materials;
  • preserve evidence;
  • cooperate with authorities;
  • terminate services.

7. RECORDS INTAKE & INVENTORY MANAGEMENT

7.1 Intake Procedures

The Company may:

  • inspect cartons;
  • assign inventory references;
  • assign QR identifiers;
  • assign barcodes;
  • photograph storage units;
  • map storage locations;
  • record metadata;
  • create inventory references.

7.2 Conditional Acceptance

Acceptance of Records shall not constitute:

  • legal verification;
  • completeness verification;
  • document authentication;
  • regulatory compliance certification.

7.3 Operational Records

The Company may maintain:

  • intake logs;
  • retrieval logs;
  • dispatch logs;
  • timestamps;
  • warehouse records;
  • CCTV footage;
  • metadata;
  • audit trails;
  • and associated operational records.

8. RETRIEVAL & ACCESS MANAGEMENT

8.1 Retrieval Requests

Retrieval requests may be processed subject to:

  • operational schedules;
  • identity verification;
  • authorization protocols;
  • security checks;
  • and commercially reasonable timelines.

8.2 Authorized Representatives

The Client shall remain solely responsible for:

  • authorized personnel lists;
  • access authorization;
  • instruction legitimacy;
  • and operational approval protocols.

8.3 Emergency Requests

The Company may attempt commercially reasonable accommodation of emergency retrieval requests but does not guarantee uninterrupted emergency availability.

9. DIGITIZATION & RECORDS HANDLING

9.1 Digitization Coordination

The Company may coordinate:

  • scanning;
  • indexing;
  • metadata mapping;
  • file organization;
  • digitization workflows;
    subject to separate commercial arrangements where applicable.

9.2 No Legal Verification

Digitization shall not constitute:

  • legal validation;
  • authenticity certification;
  • evidentiary certification;
  • or legal compliance verification.

10. CONFIDENTIALITY & DATA HANDLING

10.1 Confidential Information

The Parties acknowledge that Client Records may contain:

  • legal information;
  • accounting information;
  • financial records;
  • tax records;
  • trade secrets;
  • proprietary data;
  • employee information;
  • confidential enterprise information.

10.2 Confidentiality Obligations

The Company shall utilize commercially reasonable measures to maintain confidentiality of Client Records.

The Client acknowledges that:

  • operational access may be required;
  • authorized personnel may handle Records;
  • third-party logistics or operational partners may participate where commercially necessary.

10.3 No Professional Advisory Relationship

The Company does not provide:

  • legal advice;
  • accounting advice;
  • compliance certification;
  • records governance consultancy;
  • regulatory assurance;
    unless separately agreed in writing.

11. QR TAGGING, DIGITAL RECORDS & ELECTRONIC EVIDENCE

11.1 QR & Metadata Systems

The Company may utilize:

  • QR systems;
  • barcode systems;
  • metadata structures;
  • warehouse mapping systems;
  • digital audit systems;
  • inventory tracking systems.

11.2 Electronic Evidence

The Client expressly agrees that:

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

12. RETENTION & DESTRUCTION

12.1 Retention Responsibility

The Client remains solely responsible for:

  • determining retention obligations;
  • retention periods;
  • legal hold requirements;
  • regulatory preservation obligations.

12.2 Destruction Requests

Destruction of Records shall occur only:

  • pursuant to Client authorization;
  • pursuant to operational protocols;
  • or where permitted under Applicable Law.

12.3 No Automatic Destruction

The Company shall not automatically destroy Records unless:

  • authorized;
  • contractually agreed;
  • or legally permissible.

13. STORAGE FEES & PAYMENT OBLIGATIONS

13.1 Applicable Charges

The Company may levy:

  • storage charges;
  • warehousing fees;
  • retrieval fees;
  • handling charges;
  • logistics charges;
  • digitization fees;
  • indexing charges;
  • destruction coordination fees;
  • operational charges.

13.2 Payment Defaults

Failure to make payments may result in:

  • suspension of retrieval rights;
  • denial of release;
  • operational restrictions;
  • lien enforcement;
  • legal recovery proceedings.

14. LIEN RIGHTS

14.1 Contractual Lien

The Client grants the Company a continuing contractual lien over Client Records for:

  • unpaid dues;
  • operational recoveries;
  • legal expenses;
  • penalties;
  • and associated liabilities.

14.2 Retention Rights

The Company reserves unrestricted rights to:

  • retain Records;
  • deny release;
  • suspend retrieval;
  • withhold dispatch;
    until outstanding obligations are satisfied.

15. ABANDONED RECORDS

15.1 Abandonment

Records may be deemed abandoned where:

  • dues remain unpaid beyond commercially reasonable periods;
  • the Client becomes unreachable;
  • retrieval obligations are ignored;
  • operational abandonment is reasonably inferred.

15.2 Disposal Rights

Subject to Applicable Law, the Company reserves rights to:

  • destroy abandoned Records;
  • dispose of abandoned materials;
  • recover dues from disposal actions.

The Client waives claims arising from commercially reasonable disposal actions.

16. LIABILITY & RISK ALLOCATION

16.1 Liability Exclusions

The Company shall not be liable for:

  • inherent deterioration;
  • environmental effects despite reasonable measures;
  • force majeure events;
  • cyber incidents;
  • third-party misconduct;
  • governmental actions;
  • infrastructure failures;
  • commercially unavoidable operational disruptions.

16.2 Insurance

Insurance shall not automatically apply unless expressly agreed.

The Client is strongly advised to maintain independent insurance coverage.

16.3 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 commercial recovery value,
    whichever is lower.

17. AUDIT, INVESTIGATION & COMPLIANCE RIGHTS

The Company reserves unrestricted rights to:

  • verify instructions;
  • audit operational records;
  • preserve evidence;
  • investigate suspicious activity;
  • cooperate with authorities;
  • comply with lawful governmental requests.

18. FORCE MAJEURE

The Company shall not be liable for:

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

19. INDEMNITY

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

  • regulatory actions;
  • tax disputes;
  • legal claims;
  • unlawful storage claims;
  • confidentiality disputes arising from Client conduct;
  • compliance failures;
  • and losses arising from Client Records or instructions.

20. TERMINATION & SUSPENSION RIGHTS

The Company reserves unrestricted rights to:

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

21. 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.

22. EXECUTION & ELECTRONIC CONSENT

This Agreement may be accepted:

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

Electronic acceptance shall constitute legally valid consent under Applicable Law.

23. CONTACT & LEGAL COMPLIANCE

Enterprise Storage & Records 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

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