Managed Services Agreement

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

MASTER MANAGED SERVICES AGREEMENT

This Master Managed Services 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:

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

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

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

OF THE FIRST PART;

AND

The Seller / Vendor / Designer / Stylist / Production House / Studio / Enterprise / Inventory Owner onboarding onto the Platform and availing Managed Services (“Client”),

which expression shall include:

  • successors;
  • representatives;
  • legal heirs;
  • affiliates;
  • administrators;
  • 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 Company operates a technology-enabled inventory management, warehousing, logistics, storage, rental, resale, and managed services ecosystem;

B. The Client owns and/or controls Inventory intended for:

  • storage;
  • cataloging;
  • rentals;
  • resale;
  • logistics;
  • fulfillment;
  • archival management;
  • or associated commercial exploitation;

C. The Client desires to appoint the Company for Managed Services relating to such Inventory;

D. The Company has agreed to provide such Managed 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:

  • garments;
  • costumes;
  • couture;
  • bridal wear;
  • luxury goods;
  • accessories;
  • footwear;
  • props;
  • jewelry;
  • archival textiles;
  • production assets;
  • designer merchandise;
  • enterprise inventory;
  • and associated movable commercial assets.

2.2 “Managed Services”

shall include:

  • warehousing;
  • storage;
  • intake processing;
  • cataloging;
  • photography;
  • digitization;
  • QR tagging;
  • inventory mapping;
  • logistics;
  • dispatch;
  • fulfillment;
  • reverse logistics;
  • customer coordination;
  • quality control;
  • restoration coordination;
  • packaging;
  • inventory tracking;
  • and operational lifecycle management.

2.3 “Warehouse”

shall mean any:

  • warehouse;
  • storage facility;
  • operational premises;
  • logistics facility;
  • archival facility;
  • or associated operational location
    utilized by or on behalf of the Company.

2.4 “Net Transaction Value”

shall mean transaction value excluding:

  • GST;
  • taxes;
  • refunds;
  • reversals;
  • discounts where applicable.

2.5 “QR System”

shall mean the Company’s operational identification and inventory tracking infrastructure including:

  • QR tags;
  • barcode systems;
  • metadata systems;
  • inventory mapping systems;
  • digital inventory identifiers;
  • and associated operational software.

3. APPOINTMENT & SCOPE OF SERVICES

3.1 Appointment

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

3.2 Scope of Services

The Company may provide:

  • warehousing;
  • inventory intake;
  • cataloging;
  • photography;
  • digitization;
  • QR tagging;
  • operational mapping;
  • storage;
  • customer fulfillment;
  • rentals;
  • sales facilitation;
  • logistics coordination;
  • reverse logistics;
  • customer support;
  • quality control;
  • restoration coordination;
  • inventory analytics;
  • and associated services.

3.3 Operational Discretion

The Company reserves commercially reasonable operational discretion regarding:

  • inventory placement;
  • warehouse allocation;
  • handling procedures;
  • dispatch prioritization;
  • operational workflows;
  • customer fulfillment procedures;
  • and associated operational matters.

4. INVENTORY DELIVERY & ACCEPTANCE

4.1 Delivery Obligations

The Client shall deliver Inventory:

  • properly packed;
  • commercially usable;
  • accurately documented;
  • and compliant with Applicable Law.

4.2 Conditional Acceptance

Acceptance of Inventory shall not constitute:

  • ownership verification;
  • authenticity certification;
  • legality verification;
  • or commercialization approval.

The Client remains solely responsible for:

  • ownership;
  • legality;
  • authenticity;
  • commercialization rights;
  • and IP compliance.

4.3 Rejection Rights

The Company reserves unrestricted rights to reject Inventory that is:

  • counterfeit;
  • unsafe;
  • excessively damaged;
  • unlawful;
  • operationally unsuitable;
  • commercially unviable;
  • or otherwise inappropriate.

5. OWNERSHIP, TITLE & COMMERCIALIZATION WARRANTIES

5.1 Seller Warranties

The Client irrevocably represents and warrants that:

  • lawful ownership or lawful authorization exists;
  • commercialization rights lawfully exist;
  • no third-party rights are infringed;
  • all required licenses and approvals exist;
  • no counterfeit Inventory is provided.

5.2 Production House & Celebrity Inventory

Where Inventory relates to:

  • films;
  • productions;
  • OTT content;
  • celebrity wardrobe;
  • branded costumes;
  • designer collections;
  • studio-owned assets;

the Client shall possess:

  • production house NOCs;
  • commercialization approvals;
  • licensing rights;
  • or lawful authorization.

The Client bears sole responsibility for all associated legal exposure.

6. INTELLECTUAL PROPERTY COMPLIANCE

6.1 Strict Compliance Obligation

The Client shall not provide Inventory infringing:

  • copyrights;
  • trademarks;
  • publicity rights;
  • performer rights;
  • merchandising rights;
  • studio rights;
  • character rights;
  • design rights;
  • or associated IP Rights.

6.2 Counterfeit Goods

The Company maintains a strict zero-tolerance policy toward counterfeit goods.

The Company reserves unrestricted rights to:

  • remove Inventory;
  • freeze settlements;
  • suspend operations;
  • preserve evidence;
  • cooperate with authorities;
  • disclose operational records;
  • initiate legal proceedings.

6.3 Indemnity

The Client shall indemnify and hold harmless the Company against:

  • IP disputes;
  • celebrity claims;
  • counterfeit claims;
  • trademark disputes;
  • production house disputes;
  • designer disputes;
  • and associated legal exposure.

7. QR TAGGING, METADATA & DIGITAL RECORDS

7.1 Operational Tagging

The Company may assign:

  • QR identifiers;
  • metadata mappings;
  • digital inventory references;
  • warehouse location codes;
  • operational tags.

7.2 Digital Records

The Company may maintain:

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

7.3 Electronic Evidence

The Client expressly acknowledges and agrees that:

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

8. COMMERCIAL TERMS

8.1 Commission Structure

The Parties agree that commissions, fees, and commercial structures may vary depending upon:

  • inventory category;
  • rental value;
  • operational model;
  • service scope;
  • storage arrangements;
  • and applicable commercial schedules.

Applicable commercial schedules may be separately executed or digitally accepted.

8.2 Operational Charges

The Company may levy:

  • storage charges;
  • warehousing fees;
  • handling fees;
  • packaging fees;
  • logistics fees;
  • restoration charges;
  • photography charges;
  • cataloging charges;
  • operational recovery costs;
  • and associated charges.

8.3 Deductions

The Company reserves unrestricted rights to deduct from settlements:

  • commissions;
  • penalties;
  • logistics costs;
  • restoration costs;
  • refunds;
  • operational losses;
  • legal recoveries;
  • storage dues;
  • and associated liabilities.

9. STORAGE, CUSTODY & BAILMENT

9.1 Nature of Possession

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 Client acknowledges that Inventory may undergo:

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

9.3 Preservation Limitations

The Company does not guarantee:

  • museum-grade preservation;
  • absence of aging;
  • absence of environmental deterioration;
  • uninterrupted environmental consistency.

10. QUALITY CONTROL & OPERATIONAL DETERMINATIONS

10.1 QC Rights

The Company reserves unrestricted rights to:

  • inspect Inventory;
  • photograph Inventory;
  • assess damage;
  • determine operational usability;
  • determine restoration requirements;
  • classify condition.

10.2 Binding Operational Determinations

The Client acknowledges that:

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

Such determinations shall ordinarily be binding absent manifest error.

11. DAMAGE, LOSS & LIABILITY

11.1 Liability Exclusions

The Company shall not be liable for:

  • ordinary wear and tear;
  • inherent defects;
  • natural aging;
  • hidden weaknesses;
  • commercially unavoidable deterioration;
  • environmental exposure despite reasonable measures;
  • force majeure events;
  • third-party misconduct.

11.2 Insurance

Insurance shall not automatically apply unless expressly agreed in writing.

The Client is strongly advised to maintain independent insurance coverage.

11.3 Declared Values

The Company may rely upon:

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

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. LIEN RIGHTS & RECOVERY

12.1 Contractual Lien

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

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

12.2 Retention Rights

The Company reserves rights to:

  • retain Inventory;
  • deny release;
  • suspend movement;
  • withhold dispatch;
    until obligations are satisfied.

13. ABANDONED INVENTORY

Where Inventory remains:

  • unclaimed;
  • unpaid;
  • operationally abandoned;
  • or commercially unrecoverable,

the Company reserves rights, subject to Applicable Law, to:

  • liquidate;
  • dispose of;
  • auction;
  • destroy unusable Inventory;
  • recover dues from proceeds.

14. CONFIDENTIALITY

Both Parties shall maintain commercially reasonable confidentiality regarding:

  • operational systems;
  • pricing structures;
  • warehouse methodologies;
  • customer information;
  • commercial arrangements;
  • business intelligence;
  • production information;
  • archival information.

15. AUDIT, INVESTIGATION & COMPLIANCE RIGHTS

The Company reserves unrestricted rights to:

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

16. PROHIBITED CONDUCT

The Client shall not:

  • provide counterfeit Inventory;
  • provide stolen Inventory;
  • engage in fraud;
  • bypass Platform systems;
  • interfere with warehouse operations;
  • manipulate operational systems;
  • misuse Platform IP;
  • violate Applicable Law.

17. TERMINATION & SUSPENSION RIGHTS

The Company reserves unrestricted rights to:

  • suspend services;
  • freeze settlements;
  • deny inventory release;
  • terminate arrangements;
  • preserve evidence;
  • cooperate with authorities;
    where reasonably necessary for:
  • fraud prevention;
  • legal compliance;
  • operational safety;
  • reputational protection;
  • risk mitigation.

18. FORCE MAJEURE

The Company shall not be liable for:

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

19. LIMITATION OF LIABILITY

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

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

20. 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.

21. EXECUTION & ELECTRONIC CONSENT

This Agreement may be accepted:

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

Electronic acceptance shall constitute legally valid consent under Applicable Law.

22. CONTACT & LEGAL COMPLIANCE

Managed Services & 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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