We don't support landscape mode yet. Please go back to portrait mode for better experience.
Last Updated: [14/03/2024]
I. Objective and Purpose:
To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behaviour in all its operations, the Company has formulated this Whistle Blower Policy (herein referred to as “Policy”) in addition to the existing Code of Conduct that governs the actions of its employees.
This policy aims to provide an avenue for employees to report suspected or actual occurrence(s) of illegal, unethical or inappropriate events (behaviours or practices), any violations of Company policies, regulatory requirements, incorrect or misrepresentation of any financial statements and reports that affect Company's interest /reputation.
Livspace encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.
II. Definitions
“Employee” means any person on the rolls including those on deputation, contract, temporary, probationer, apprentice, trainee, part time employees/ workers, full time consultants, holding permanent, honorary, ad hoc, voluntary or short-term positions. For the limited purpose of this policy term “Employee” includes vendors, agents, contractors, suppliers, customers and generally anyone who has business relationships with the Company.
“Whistle Blower” is an employee who raises a concern about any wrongdoing, event or information about an actual, suspected or anticipated Reportable Matter. The Whistle blower is not expected to prove the truth of the allegation; but they need to demonstrate sufficient grounds for concern and good faith.
“Whistle Blower Officer”: For the purpose of this Policy, Whistle Blower Officer will be the Head of Internal Audit, Risk & Compliance.
“Participant” shall have the meaning ascribed to it in paragraph [X] of this Policy.
“Subject” is a person or a group of persons who is the focus of investigative fact finding either by virtue of an allegation made by a Whistle blower or evidence gathered during the course of an investigation which is a result of a Whistle blower reporting an unethical/non-compliant action.
“Integrity Committee” shall have the meaning ascribed to it in paragraph [IV] of this Policy.
“Reportable Matter”/ “Disclosure”: Any communication made in good faith (with a genuine belief in the truth of the matter reported) that discloses information evidencing any unethical or improper action, wrongdoing, misconduct or violations of the Company Policies, any applicable laws, rules and regulations. An illustrative list of general malpractices that can be reported under this policy are as follows:
“Disciplinary actions” shall have the meaning ascribed to it in paragraph [XIII] of this Policy.
III. Exclusions:
1. Complaints related to Human Resources’ issue(s) such as compensation, performance, Prevention of Sexual Harassment (“POSH”), interpersonal relationships or complaints about work culture, etc. will not be covered under this Policy. All such issues to be directed to the respective HR business partners.
2. All customer complaints are to be referred to the respective support team or mail at care@livspace.com.
3. General personnel or administration issues that do not violate the Code of Conduct.
4. Complaints raised on matters which are pending before a court of law or any judiciary body shall not be investigated under this Policy.
IV. Constitution of Integrity and Investigation Committee
The Integrity Committee will comprise of Chief Executive Officer (CEO), Head of Corporate Development, Head of HR, CEO India (for central location) and Chief Business Officer (for all other locations) who can delegate the investigation to relevant stakeholders within or outside the organization.
The investigation committee will comprise members from Risk & Compliance team, HR Business Partner and/ or Legal who shall be responsible to conduct and conclude the investigation into the reported matters.
V. Reporting Channels & Procedures
A Whistle Blower can make a complaint in multiple ways:
1. Written complaint: A written, signed complaint may be personally handed over or posted to the members of the Integrity Committee. The written complaint can also be addressed to Head – Human Resources/ Company Secretary/ Head – Legal/ Head – Risk & Compliance at Livspace India Private Limited, 4th floor, Unit no. 404, RMZ Ecoworld Campus 32, Campus Series 30, Bhoganahalli Village, Bengaluru 560103.
2. Email complaint: A complaint can be sent to the Whistle Blower Officer at ethics@livspace.com or Head – HR or their HR Business Partner.
3. Reporting to the members other than Integrity Committee, whistle blower officer or Head – HR: A written report can also be handed over to the Whistle blower’s immediate or skip level supervisor or Head of the Department (in case there is no personal conflict of interest) or to any other official in the Company whom the Whistle blower can expect to have the responsibility to review the alleged activity. Such official shall forward the copy of the complaint to the Integrity Committee or Whistle blower officer or Head - HR within 5 working days of the original complaint being received.
4. In the event of an oral complaint received by any employee/ personnel from a whistle blower, details of such complaint received shall be informed to the personnel mentioned under above reporting channels within 5 working days. The onus for reporting is on the personnel who received the verbal complaint.
5. Additionally, in case the subject matter of the disclosure in any way involves anyone in the senior management, Integrity Committee member or Whistle blower officer, the Whistle Blower shall have the right to report, in writing, directly to the CEO of Livspace Group.
VI. Responsibilities of a Whistle blower:
VII. Assessment of Whistleblowing reports and Investigation
Conflict of interest management: If any of the Integrity Committee members, Whistle Blower Officer or any member of the investigation committee have a conflict of interest in any disclosure, they shall recuse themselves. The remainder of the members have the right to address the disclosure appropriately.
VIII. Responsibilities of the Integrity Committee
IX. Rights and responsibilities of a Subject
X. Conduct of the participants in an investigation
XI. Confidentiality
Note: If anyone is found not complying with the above, he/she shall be held liable for such disciplinary action as is considered fit by the Company.
XII. Protection of Whistle Blower
XIII. Disciplinary Actions
Where, after proper investigation, any employee is found guilty of misconduct, the investigation committee, in discussion with the Business team, shall have discretion to undertake appropriate disciplinary action. Depending upon the facts and seriousness of each individual case, action against the offender may include:
In case where any customer, vendor or any other business partner is involved in the violation / misconduct, the management shall consider the need to terminate the contract with such customer, vendor or business partner, blacklist the party for future associations, initiate proceedings for recovery of losses, if any and reporting to law enforcement/ initiating legal proceedings.
XIV. Reporting and Retention
The Whistle Blower Officer shall submit a report to the Integrity Committee on a regular basis (quarterly) or at such other frequency as may be deemed fit about all disclosures reported during the period with the results of investigations, if any. In case of any NIL complaints received, such update shall be provided.
All concerns raised in writing and the results of investigation thereof shall be retained by the Company for a minimum period of eight years.
Note: The reports of investigations performed will be provided to the Audit Committee once formed.
XV. Training and awareness
Annual refresher training is to be conducted to educate employees about the Whistle Blower Policy, its importance, and usage of reporting channels which is covered as part of Code of Conduct training. New joiners are mandated to complete the induction training within timelines prescribed by the Company.
This Policy is appropriately communicated to all employees, board of directors and third parties by way of displaying on the intranet (employee self-service portal) as well as the company website.
XVI. Interpretation and Amendment
The Integrity Committee has the right to amend or modify this Policy for non-critical changes and recommend amendment or modifications for critical changes to the Board of Directors for approval.
In the event of any conflict between the provisions of this Policy and any statutory enactments or rules thereunder, the provisions of such enactments shall prevail over this Policy.
XVII. References
Code of Conduct policy available on Employee Self Service portal
Code of Conduct – Business Partners available on the Company website
1. Vision
Our vision is to deliver a beautiful home for everyone with a never-seen-before experience and offer a happier experience to homeowners. At Livspace, we incorporate advanced technology into our modular solutions to create flawless interiors, simplify home design and also to expedite the process of making your dream home a reality.
The Code is designed to provide guidance to all our Business Partners regarding Livspace’s standards of integrity and compliance in our business dealings. This Code is an integral element of the Livspace ethos.
2. Scope
Livspace is committed to conducting its business in an ethical, fair, legally, socially and environmentally responsible manner. We believe that our Business Partners are an integral part of our ecosystem, and we encourage them to conduct their business by upholding the highest ethical standards, act with integrity and be responsible corporate citizens. Business relationships shall be based on trust, transparency, and mutual accountability.
This Code of Conduct (“Code”) applies to each and every Business Partner, irrespective whether consideration is involved in the engagement with the Company. The Code is centered on ensuring that all actions related to Livspace's work are measured against the highest standards of ethical business conduct.
The key areas of focus for this Code are:
(a) Governance and Ethical Business Conducts.
(b) Human & Labour Rights.
(c) Environment Management
For the purpose of this Code, “Business Partner” includes Business Partners/ dealers/ service providers/ vendors/ agents/ franchisee/ consultants /contractors/ sub-contractors/ third parties, acting directly and/or through their representatives, engaged by Livspace, in normal course of business.
(A) Governance and Ethical Business Conduct
(i) Compliance with Laws
Business Partners shall ensure compliance with all applicable local laws and regulations including those related to domestic and international trade, data privacy & personal information protection, and anti-trust/ competition laws/ industrial, labour and environment protection laws, to ensure that their dealings are conducted legally and with integrity.
(ii) Business integrity and ethics
Business Partners are expected to refrain from any form of unethical behaviour including theft, fraud, forgery, bribery, corruption, anti-competitive practises, extortion, or embezzlement. No Business Partners (including their immediate family members) are expected not to offer any bribes, gift or any other kind of direct or indirect benefits to Livspace employees or their appointed agents and vice versa. If a gift (including without limitation, travel or entertainment) is inadvertently sent or received it should be promptly returned by either side, with a note explaining that it's contrary to the Code.
The Business Partner must adhere to all applicable anti-corruption and anti-bribery laws and regulations in the jurisdiction where either the Business Partner or Livspace is based and operates, as well as any relevant laws and regulations from other jurisdictions that may apply to the transactions outlined in the contract(s) with Livspace.
All company-related expenditures involving meals, entertainment, gifts in normal course of business with business partners of amount above INR 5,000 per person or INR 50,000 in total must be pre-approved by the relevant workflow procedures, which include the Chief Financial Officer.
(iii) Anti-Money Laundering and Counter-Terrorist Financing
Money laundering involves concealing the proceeds of illegal activities or making illicit funds appear legitimate. Business Partners are expected to engage with reputable vendors and customers, ensuring all transactions are for legitimate business purposes with lawful funds. They should also be vigilant for 'red flags' in any suspicious payment transactions.
(iv) Avoid Conflict of Interests
Business Partners are expected to avoid participating in any business activity that can create a conflict of interest, actual or perceived. Business Partners are expected to have established measures to prevent any conflict of interest that improperly influences any business judgement. In the event, any conflict of interest arising at the time of prior/post/during engagement, Business Partners are required to promptly disclose such situations to the Company, even if it’s an actual or potential conflict.
If a relative or close associate of a Business Partner is an employee, executive, or director of Livspace and can influence business decisions related to the Business Partner, the Business Partner must disclose this information to legal@livspace.com or ethics@livspace.com. Failure to disclose will be considered a violation of the "Code" and may result in consequences.
(v) Quality
Business Partners are expected to provide goods and services that consistently meet the prescribed standards and are safe for their intended use and perform as intended. Business Partners must meet the specifications agreed upon in the applicable agreement, purchase orders or other contractual relationship with Livspace.
(vi) Privacy and Intellectual Property
Business Partners shall ensure that confidential or proprietary information about Livspace, our customers, employees or other parties, which have been gained through engagement with Livspace, is used only for its intended purpose as decided and agreed upon by Livspace and the Business Partner in a fair, transparent and secure way, ensuring protection of privacy.
Business Partners must protect Livspace’s intellectual property, including confidential and proprietary information of Livspace, its clients, customers, and other Business Partners. This information must be safeguarded from unauthorized use, damage, or disclosure using at least the same measures the Business Partner applies to their own confidential information.
Business Partners are prohibited from misusing or infringing Livspace’s intellectual property, including trademarks, copyrights, trade secrets, software, products, and other proprietary materials. They must not claim any ownership or rights to Livspace’s intellectual property. If using third-party intellectual property in dealings with Livspace, the Business Partner is responsible for ensuring proper authorization and legal rights to use it.
(vii) Financial and accounting practices
All financial and business records are crucial, and Business Partners must ensure their accuracy, integrity, confidentiality and retention, and comply with applicable laws as well as industry guidelines. They must not provide false or inaccurate financial information to Livspace or its clients.
All submissions made to Livspace, for example, invoices, orders, billings, reimbursement must be true and accurate and submitted promptly.
(viii) Anti-tax evasion
Livspace enforces a zero-tolerance policy on tax evasion and expects Business Partners to implement policies, procedures and measures preventing employees and associates from facilitating or committing it.
(ix) Competition laws and business dealings
Business Partners must compete fairly and ethically for all opportunities, ensuring that all statements and communications with Livspace are accurate, complete, and made by authorized representatives.
They must comply with all applicable competition laws and regulations, avoiding any agreements or practices that restrict competition, including cartel formation. Communications with competitors regarding sensitive topics such as prices and terms are prohibited, and any such exchanges may be considered a breach of this Code.
Business Partners should ensure that Livspace is not involved in any disputes and refrain from defaming Livspace, its partners, competitors, or clients. They are expected to adhere to fair business practices and antitrust laws, avoiding collusive bidding, price fixing, and other unfair trade practices.
(x) Data confidentiality, privacy and protection and Information Security
Livspace along with its group companies ensures that it complies with all applicable data protection laws and contractual requirements. Livspace is committed to uphold highest data protection and privacy standards with respect to all Business Partner data and Personally Identifiable Information also referred to as Personal Data.
Business Partners must comply with applicable laws and standards when processing Personal Data, including sensitive personal information. They are also expected to implement and maintain effective security controls to protect the confidentiality, integrity, and availability of all information shared with Livspace. For any concerns, Business Partners should contact privacy@livspace.com.
(xi) Insider trading
Livspace complies with SEBI (Prohibition of Insider Trading) Regulations, 2015. During the course of engagement, if the Business Partner becomes aware of any Unpublished price sensitive information (“UPSI”) relating to the Company, the Business Partners of the Company must not communicate such UPSI nor trade in securities of the Company that are listed or proposed to be listed when in possession of UPSI, in violation of applicable securities laws.
(xii) Cooperation in assessments
Business Partners are expected to fully cooperate with assessments conducted by Livspace, either directly or through a third party. They must provide documentation related solely to transactions between the Business Partner and Livspace. If any non-compliance is identified, corrective action plans will be proposed, with specified timeframes for implementation and progress monitoring.
(xiii) No representation
Business Partners are prohibited from making claims, representations, or warranties on behalf of Livspace to any third party, and do not have the authority to bind Livspace or create obligations unless explicitly authorized in writing.
The Livspace logo is a key symbol of our products and services. Business Partners may not use the Livspace brand, logo, or any related visuals without prior consent. Any media comments or reports regarding their engagement with Livspace must be approved in advance, including the content and details of usage. Business Partners must not make misrepresentations or unauthorized commitments on behalf of Livspace and must respect the privacy of Livspace’s customers and clients.
(B) Human and Labour Rights
(i) Child and Forced Labour
Business Partners shall not employ any labour/workmen less than 18 years of age or use forced labour. Livspace does not engage with Business Partners employing child or bonded labour or those that use any form of mental or physical compulsion as a form of discipline.
(ii) Anti-Discrimination and Fair Wages
Business Partners shall not engage in any discrimination or distinction, exclusion, or preference made on basis of race, color, age, gender, sexual orientation, ethnicity, disability, religion, political affiliation, union membership, national origin, or marital status in all aspects including hiring, promotions, assignments, wage hikes, training, and termination.
Clear communication with workers regarding compensation, including minimum wages, wage deductions, working hours, overtime, paid maternity leave, and benefits, must be provided in a timely manner. Business Partners should also inform workers about overtime requirements and associated wages.A system for determining, reviewing, and adjusting minimum wage rates in compliance with legal requirements must be implemented and maintained.
(iii) Fair Working Conditions and Humane Treatment
Business Partners must provide its employees with safe and humane working conditions, and maintain compliance with applicable laws, rules and regulations. Business Partners must respect the right of employees to freedom of association and recognition of employees’ right to collective bargaining were allowed by law.
Business Partners must maintain a harassment-free workplace, ensuring employees are not subjected to abuse, coercion, or mistreatment. A written policy and grievance mechanism should be in place to address concerns confidentially and take corrective actions as needed. Business Partners are also expected to promote full, productive, and freely chosen employment, ensuring work availability, productivity, and opportunities for skill development. Regular awareness programs on harassment laws shall also be conducted.
(iv) Health and Safety
Business Partners must provide a safe and healthy workplace for their employees and contractors or sub-contractors. Business Partners must be compliant with local and national laws and regulations on occupational and national authorities. When on our sites, the Business Partners must comply fully with our applicable policies and directives.
(v) Drugs and Alcohol
Our position on substance abuse is simple: it is incompatible with the health and safety of everyone. Business Partners shall ensure that none of its employees/personnel/workmen consume or are under the influence of alcohol or psychotropic substances as defined under applicable laws, while working at our offices or work sites or at sponsored events.
(C) Environment Management
Livspace encourages its Business Partners to commit to protection of environment including but not limited to the followings:
3. Management Systems
Business Partners must implement a management system to ensure compliance with this Code’s principles, applicable laws, and regulations, while identifying and mitigating operational risks and fostering continual improvement.
They should provide training to management and employees to ensure understanding of this Code, relevant laws, and recognized standards. Periodic self-evaluations should be conducted to ensure compliance by the Business Partner, subcontractors, and next-tier partners.
Gaps or deficiencies identified must be addressed promptly, with continuous improvement through setting performance objectives, executing plans, and taking corrective actions based on internal or external assessments and reviews.
4. Non-Compliance
If a Business Partner is found to be non-compliant with the Code, Livspace shall have the right to suspend or terminate any contractual arrangement with the Business Partner without any liability to the Business Partner. In the event of any conflict or ambiguity between any provisions of this Code and the provisions of local laws and regulations, the stricter of the two shall prevail.
The above mentioned right of termination is without prejudice and in addition to any other right and/or remedy that Livspace may have under the applicable laws.
Business Partners should report any concerns about violation of this Code or applicable laws by writing to ethics@livspace.com.
1. PURPOSE
Livspace is committed to conducting its business with the highest moral and ethical standards and in compliance with all applicable laws and regulations regarding bribery and corruption. The Company takes a zero-tolerance approach to bribery and corruption in all its forms, whether direct or indirect, and expects all employees, contractors, suppliers, customers, and business partners to uphold the same standards.
We do not attempt to improperly influence others (directly or indirectly) by paying or accepting bribes or kickbacks in any form. We also do not permit Company funds, assets, or property to be used to benefit any individual, including government officials, our customers, competitors, contractors, suppliers, or any other counterparty unduly or illegally or in ways that violate this Policy.
This Anti-Bribery and Anti-Corruption Policy (“the Policy” or “ABAC”) sets forth the Company’s commitment to prevent, detect, and respond to bribery and corruption. It provides clear guidelines for employees and business partners to follow in order to avoid involvement in any unlawful or unethical conduct that could damage the Company’s reputation and integrity. This policy shall be read in conjunction with the Code of Conduct (for Covered Persons), Business Partner Code of Conduct (for Business Partners), Whistle Blower Policy, Prevention of Corruption Act, 1988, and applicable laws in relevant jurisdictions by virtue of its operations.
2. SCOPE
The scope of the policy covers the Company’s directors, officers, employees (direct/indirect) including its subsidiaries or affiliates. The Policy further applies to anyone who acts for the Company, including, contractors, trainees, suppliers and consultants of Livspace.
3. GOVERNANCE
4. DEFINITIONS
a) Bribery refers to do or attempt to do any of the below:
of value (financial or non-financial) to a government official or any other person, directly or indirectly through a third party, to influence that person in the performance of a duty or to obtain or retain business or any undue business advantage.
Bribe can take many forms, for example any offer, promise, receipt or payment of:
b) Facilitation payments also known as "back-handers" or "grease payments", are unofficial payments made to authorized officials to secure or expedite a routine or necessary action (e.g., the granting of a license or processing an application).
c) Kickbacks is a form of corruption that involves two parties agreeing that a portion of their sales or profits will be kicked back (given back) to the purchasing party in exchange for making the deal.
d) Corruption is dishonest, improper, and usually unlawful conduct intended to secure a benefit undertaken by a person or organization entrusted with authority to attain illicit benefit or abuse power for one's private gain. It encompasses Bribery as well as any other practice that involves the abuse of power for personal gain. Bribery and fraud are considered corrupt practices.
e) Employees Employee" means any person on the rolls of the company or its subsidiaries or associates, including those on deputation, contract, temporary, probationer, apprentice, trainee, part-time employees/ workers, full-time consultants, holding permanent, honorary, ad hoc, voluntary or short-term positions, whether employed for remuneration or not; employed either directly or through an agent; and includes, without limitation, all full-time and part-time employees of the Company, interns; independent contractors; and any other contingent workers.'
f) Gift means any item of considerable value, given to/received from a party that has business dealings with the organization.
g) Third Party/Agents shall mean potential or existing representatives, service providers, intermediaries, suppliers, advisors, agents, design partners, custom brokers, consultants, business partners of the Company or its subsidiaries or associates and includes those employed acting on behalf of, under the supervision of, or jointly with the Company, its subsidiaries or affiliates.
5. GENERAL PRINCIPLES
It is the responsibility of all the employees and third parties to
6. REGULATED/ PROHIBITED ACTIVITIES
a) Bribery and Corruption
Employees are prohibited from offering, promising, transferring or accepting anything of Value, including gifts, entertainment, hospitality, political or charitable donations or sponsorships with the intention of inducing anyone, including Public Officials, to act improperly in obtaining or retaining business or a business or personal advantage.
b) Gifts, Hospitality and Entertainment
Employees are prohibited to offer or receive gifts, meals, entertainment, or travel that may be perceived as an attempt to influence a business decision, or create a conflict of interest. However, this policy does not prohibit giving or accepting gifts in the normal course of business, to or from any person, for any appropriate and/or promotional purposes as described under the Gifts and Entertainment Policy hosted on employee self-service portal.
Further, any benefits received or offered through the immediate family members of the employees or the third parties, where it is intended towards obtaining any undue business advantage, would be considered as benefits received by the concerned employee and hence is prohibited. Immediate family members, for the purpose of this policy shall include, spouse, mother, father, son, daughter, brother, sister or any other person having a personal connection.
c) Political and Charitable contributions
Any charitable contributions made by the Employees and Third Party, on behalf of the Company to current or prospective clients to influence the decision of a government official and/or to obtain an improper advantage for the Company are not permitted. Please contact the Legal department (legal@livspace.com) with any queries regarding charitable contributions.
Further, the employees are also prohibited from taking part in political activities or making political contributions to unlawfully or unethically influence any legislation that may unduly benefit the Company. Employees and third parties may engage in activities that endorse a political or ideological position only in their personal capacities and should not in any way be connected to the Company.
d) Sponsorship
Sponsorships must not be used as bribes, e.g., for the purpose of improper inducements or to influence Public Officials or other individuals.
e) Facilitation payments
Any request for a Facilitation Payment must be refused and any requests must be reported promptly. We neither partake, nor do we allow or authorise third parties acting on our behalf, to make any such payments.
f) Conflict of Interest
A conflict of interest occurs when an Employee or an agent (anyone authorized to act on behalf of the principal) has an undisclosed personal or economic interest in a matter that could influence his professional role. For further guidance in this regard, please refer to the Employee Code of Conduct hosted on employee self-service portal.
g) Economic Sanctions
Economic sanctions ("Sanctions") are financial, trade, and travel-related restrictions targeting individuals, entities, and countries. Sanctions may be imposed by a government or international organization (such as the United States or the United Nations).
It is strictly prohibited for any Employee of the Company, or any Third Parties working on the Company’s behalf, to engage in conduct that violates any applicable sanctions.
If you are in any way unclear as to whether or not a business activity poses any Sanctions issues, or come across any such activity, then please contact our Legal Department (legal@livspace.com).
h) Anti-money laundering
Money laundering is a criminal offence and occurs when someone directly or indirectly gets involved in any process or activity connected with the proceeds of a crime including its concealment, possession, acquisition or use and projecting or claiming it as untainted property.
Personnel covered in this policy must ensure that Livspace does not receive proceeds of criminal activities, as this can amount to money laundering.
Those involved in engaging or contracting with vendors or customers should not assume that third-party screenings have already been completed. Failing to verify or update screenings regularly is considered a violation of this Policy.
Personnel responsible for engaging with third parties, such as suppliers, customers, and distributors, must ensure these entities undergo proper screening to confirm their identity and legitimacy before entering into any agreements or transactions.
7. AGENTS AND THIRD PARTIES
Hiring an Agent
Due diligence is expected to be performed on the Agents before onboarding them. Accordingly, such Agent may be required to provide adequate documentation and other information to complete the due diligence process.
General checks prior to on-boarding
After on-boarding
Employees reviewing or approving invoices for Agents, must verify that all charges are properly documented, recorded, and legitimate. In addition, they must always be aware of potential "red flags" and report immediately. (See section 10 Reporting Bribery and Corruption)
8. EXCLUSIONS
Considering the nature of our business, we understand that employees may receive promotional and sample products for testing before launch of the product. Livspace places trust in the sound judgment of its employees, ensuring that such products are used for legitimate business purposes and not for personal gain or benefit.
9. RECORD RETENTION
Keeping adequate financial records is an important anti-bribery and corruption control. All employees must
10. REPORTING BRIBERY AND CORRUPTION
Employees and third parties must report any concerns regarding the breach of this policy directly to their immediate reporting manager, skip level manager, HR Representative, Legal department or through the whistleblower channel (ethics@livspace.com). Reporting channels are also enshrined in the Company’s Whistleblower Policy disclosed on the website of the Company.
11. CONSEQUENCES OF INDULGING IN BRIBERY AND CORRUPT PRACTICES
Failing to follow applicable laws and this Policy may result in any number of serious consequences, in line with the Code of Conduct and the Whistleblower Policy, including probation, suspension without pay, reduction in salary, termination of employment, and restitution, as well as civil and criminal fines and imprisonment.
12. INTERPRETATION, EXCEPTION AND IMPLEMENTATION
In the event of any conflict between this Policy and any applicable law, the provisions of such Applicable Law shall prevail over this Policy.
Any exception to this policy must be approved by the Head of Human Resources and the Chief Executive Officer.
All personnel (acting on behalf of Livspace) are responsible for adhering to the principles set out in this policy. Any clarification regarding this policy can be addressed to the Head of HR or Head of Legal or Head of Risk and Compliance.
1. General:
The Company does not accept any responsibility for any order unless an official Purchase Order is shared and duly signed by an authorized signatory. However, no physical signature is required in case of an electronic copy generated through the system. Vendors are encouraged to acknowledge this purchase order either via email or via the digital portal. In the absence of such acknowledgment, it shall constitute full acceptance by the Vendor of the terms and conditions herein.
This purchase order will deemed to be considered as accepted if no response is received within 7 working days of receipt by the recipient.
The terms and conditions of this Order shall constitute the complete and exclusive understanding between the Parties and the terms and conditions of this Order supercede and prevail over any physical or electronic document, pre-printed or otherwise, issued by the Vendor unless a contract/agreement is signed between the parties, in which case the contract/agreement will prevail.
The Vendor represents and warrants that the Vendor has read, understood and shall abide by the Livspace's Business Partner Code of Conduct available at https://www.livspace.com/in/interiors/service/service-governance-policies#businessPartnerAmpSupplierCodeOfConduct
2. Payment Terms:
The payment schedule is mentioned on the face of the purchase order unless otherwise mentioned on the face of the purchase order the default payment term will be 60 days from the date of delivery of goods or completion of services to the satisfaction of the Company. All invoices shall indicate the purchase order identification number.
3. Price:
This Order shall be invoiced only at the price shown on the Order or lower. The applicable currency shall be Indian Rupees, unless specified otherwise in the Order. Unit rates, if any, in the Order shall remain unchanged irrespective of the market fluctuations. The prices shall include costs relating to housekeeping, installation and commissioning and materials required for delivery, installation and commissioning (as applicable) of the goods borne by the Vendor.
4. Delivery Terms:
Vendor shall deliver the goods or services as mentioned on the face of the Purchase Order. Acceptance of such delivery of goods or services shall not constitute an approval of the goods and services in a case where payment is made in advance. The Company reserves the right to reject the goods or services after quality inspection and the decision of the Company shall be final in this regard. Goods are to be delivered within the time specified in the Purchase Order failing which the Company shall be at liberty to cancel the order (in part or in full) and/or purchase the undelivered quantity of goods from other sources. The Vendor shall reimburse the Company the additional cost incurred by way of an increase in price and incidental expenses in connection with such purchases from other sources if any. The company's own offices, experience centres, and warehouses remain closed on Sundays and other notified holidays. Goods will be accepted at all destinations on all working days between reasonable working hours (ideally between 9.00 am to 5:00 pm). The vendor shall confirm a delivery time on the phone, or by e-mail prior to dispatch of materials to the respective point of contact.
Livspace retains the right to inspect the goods and to reject part or whole of the goods supplied which are not compliant with the Order for a period of three (3) months or such other extended period as mutually agreed, after the date of delivery and/or installation and/or commissioning (as applicable).
The prices set forth in the Purchase Order, once mutually agreed upon and the Purchase Order issued, shall be firm and binding. Neither party shall be entitled to request or demand any modification, adjustment, or revision of such prices due to any circumstances or events beyond the reasonable control of either party, including but not limited to: fluctuations in exchange rates, acts of God, natural disasters, war, terrorism, riots, civil commotion, government actions or regulations, strikes, labour disputes, pandemics, supply chain disruptions, or any other force majeure events.
5. Quality Inspection:
Goods or services not adhering to the Company's specifications/quality standards / pre-shipment samples are liable to be rejected and the Company's decision in this regard shall be final. Rejected goods other than printed/promotional materials should be collected back within 3 days on receipt of intimation by the Vendor at his own cost and expenses, failing which the rejected material will be booked to the Vendor on freight to pay basis at Vendor's risk and cost. Vendor shall reverse the invoices and issue credit notes and in case of advance payment done to Vendor, shall repay advance so received before taking back the rejected goods. If any defects or discrepancies are notified in the supply at a later date, which went undetected at the time of supply, they shall be freely replaced by the Vendor. Rejected printed material will be destroyed by the Vendor in the presence of the Company's representatives at the Company's premises.
6. Taxes:
The Vendor is responsible to comply with all the prescribed GST rules applicable to it. The Vendor shall provide a proper invoice in the form and manner prescribed under GST Invoice Rules containing all the particulars mentioned therein. The vendor shall also report the transaction in GST to return within the prescribed time of raising the invoice to enable the Company to claim GST input credit. In the event that the Vendor fails to provide the invoice in the form and manner prescribed under rules, Company shall not be liable to make any payment against such invoice. In the event input tax credit of the GST is denied by the GST authorities to Company, Company shall be entitled to recover such amount from the Vendor by way of adjustment from the next invoice(s). Further to the amount of GST, Company shall be entitled to recover interest at the applicable rate and penalty imposed by the GST authorities on Purchaser. Non compliance with GST rules and non-receipt of the input tax credit may lead to the termination of the Purchase Order.
Vendor shall not collect or remit and Livspace not be liable for any such taxes if Livspace has provided Vendor with a tax exemption certificate. All payments shall be made by Livspace after deducting TDS, as per the applicable laws.
In an event of denial of input tax credit to Livspace arising on account of any non payment of taxes or non-compliance with the GST Laws by the Vendor, Livspace shall withhold such amounts from subsequent payments being made to the Vendor till the input tax credit so denied is reinstated.
In the event that appropriate reporting is not completed by the Vendor under GST law for the time being in force and amended from time to time (currently Form GSTR-1), Livspace will be eligible to recover from the Vendor all costs (including interest costs) incurred by it on account of reversal of input tax credit in terms of Section 16 of the Central Goods and Services Tax Act, 2017 or any other applicable laws and amended from time to time. Vendor hereby undertakes that sole responsibility of charging appropriate taxes and duly depositing the same with the relevant authorities to the extent the Vendor is statutorily liable. Any interest, penalties or recoveries by authorities on account of default by the Vendor to be solely borne by the Vendor on its own account.
Withholding tax (TDS) on the value of the Services/Goods supplied by the supplier shall be deducted at source, as per the applicable rate under the Income Tax Act-1961 & Rules thereunder, as amended from time to time.
A tax deduction certificate shall be issued by the Company for the Tax deducted at source as per provisions of the Income Tax Act-1961.
7. Warranties:
Vendor warrants that all goods and/or services supplied to Livspace as a result of this Order shall conform to the specifications as per clause 2 above, fit and sufficient for the purpose intended and free from defects in material or workmanship. Warranty shall survive inspection, testing, acceptance and use by Livspace. Warranty shall be for a minimum period of twelve (12) months or any other timeline as mutually agreed from the date of delivery, installation or commissioning (as applicable) of the goods or such other longer period as may be agreed between the parties. Vendor’s warranty shall continue to be in effect to Livspace, its successors, assigns and customers, and users or beneficiaries of the goods.
8. Rectification of Defects:
Vendor shall within forty-eight (48) hours or such other mutually agreed period from delivery, installation or commissioning (as applicable), repair or replace any defective goods not conforming to the foregoing warranty, without additional cost to Livspace. In the event Vendor delays or defaults in repairing or replacing or reworking defective goods beyond the agreed period as aforesaid, Vendor shall be liable to pay additional damages of one percent (1%) of the Price of the goods for every week of continuing delay or default, subject to a maximum of ten percent (10%).
Notwithstanding the above if the delay to repair or rework or replace the defective goods exceeds five (5) working days, without prejudice to Livspace’s rights to recover damages under law, Livspace shall be entitled to appoint a third party to undertake such repair or replacement, and all actual costs incurred by Livspace shall be reimbursed by Vendor. If the Vendor informs Livspace within the said period of five (5) working days that the defects in goods are incapable of rectification to meet the agreed specifications, Vendor will be liable to pay to Livspace liquidated damages of 100% of the order value or pay to Livspace the actual costs incurred by Livspace, including the differential price arising out of procuring the goods from a third party, whichever is lesser. If Vendor repairs or replaces the defective goods as permitted by Livspace, the goods so repaired or replaced shall also be subject to the foregoing obligations of warranty throughout the warranty period.
9. Environmental Compliance:
The Vendor shall at all times comply with applicable central and state environmental laws with respect to hazardous waste, solid waste, plastic waste, electronic waste, construction demolition waste, e-waste, batteries, and any other applicable rules. Vendor shall provide necessary documents to Company for audit purpose as and when demanded. Non-compliance with the applicable environmental laws may lead to termination of the purchase order without cause.
10. LIMITATION OF LIABILITY:
COMPANY SHALL NOT BE LIABLE TO THE VENDOR FOR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES OR COMMERCIAL LOSSES ARISING FROM THE PURCHASE OF GOODS OR SERVICES REGARDLESS OF THE CAUSE OF ACTION OR THE FORM OF THE CLAIM FOR DAMAGES, AND EVEN IF COMPANY IS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIABILITY OF THE COMPANY SHALL ALWAYS BE NIL. THE VENDOR SHALL INDEMNIFY THE COMPANY AT ACTUAL ALL THE COSTS INCURRED BY THE VENDOR ON PART OF DEFAULT OF THE VENDOR INCLUDING LEGAL FEES.
11. Changes:
Livspace reserves the right to make changes in the Order by way of a Change Order. Vendor shall intimate Livspace within forty eight (48) hours the implications on time and cost of the Change Order. Any such Change Orders shall be incorporated as an amendment to the Order. If the Vendor does not confirm within forty eight (48) hours or any timeline as mutually agreed between the Parties, it shall be deemed as accepted by the Vendor. In the event, the Parties do not agree to make the changes in the Order, Livspace shall have the right to terminate the Order with a seven (07) days’ notice.
12. Passing of Property and Risk of Loss:
Vendor shall deliver all goods or services to the defined location(s) specified in the Order. The title and risk of loss, destruction or damage in the goods or materials or services used for the goods shall remain with Vendor until delivered, installed and/or commissioned (as applicable) at the defined locations as specified in the Order and transferred to Livspace’s possession and accepted by Livspace, at which time title and risk in the goods and materials or services used in the goods shall transfer to Livspace.
13. Confidential Information:
The Vendor shall maintain confidentiality and prevent disclosure of Confidential Information with at least the same degree of care as it uses to protect its own confidential information. The Vendor agrees not to disclose Confidential Information to any third parties and shall restrict disclosure of Confidential Information only to a limited group of Vendor’s directors, concerned officers, employees who need to have access to the Confidential Information and each of whom shall be informed by Vendors of the confidential nature of Confidential Information and agree to observe the same terms and conditions set forth herein as if specifically named a Party hereto. In the event, the Confidential Information is required to be disclosed to any subcontractor of the Vendor, the Vendor shall obtain the prior written consent of the Company and shall enter into a Confidentiality Agreement with such subcontractor on the similar terms and conditions as set forth herein.
Without prejudice to any other legal and equitable remedies, including damages, Livspace shall have the right to seek injunctive relief and/or specific performance for breach of confidentiality. Any non public information of Livspace including not limited to proprietary business methodologies, client data, financial information shall be considered confidential property.
14. Intellectual Property:
All intellectual property rights in the logos, brands, and trademarks of the Parties used in furtherance of this Purchase Order shall vest with the Company. Vendor acknowledges that the Company owns and retains all the Intellectual Property Rights including but not limited to designs, copyright, drawing, software, or any other prevalent intellectual property rights in or to the Confidential Information in the Company Property (including documents, drawings, designs, data, know-how, software, databases, processes, inventions, and discoveries). The intellectual property rights of whatever nature shall always be and shall remain vested in the Company. Where required the Company hereby grants to the Vendor with effect from the date of this Purchase Order a non-exclusive and non-transferable rights to use its Intellectual Property for its own internal business purposes only. The Vendor shall not be entitled to sublicense the use of the whole or any part of the Intellectual Property. The Vendor shall not without the prior written consent of the Company disclose any part of the Information to any person. The Vendor shall indemnify the Company against any loss or damage which the Company may sustain or incur as a result of the Vendor failing to comply with such undertaking.
15. Indemnity:
Vendor shall indemnify Livspace and its representatives from and against all claims, losses and demands (including attorneys' fees) arising in whole or in part, due to Vendor’s or its subcontractors, or agents (a) negligence, breach or default in the performance of the Order; or (b) any defects in the goods supplied; or (c) any infringement of third party intellectual rights arising from the goods; or (d) any damages to person or property of Livspace or any other party or public caused due to negligence in packaging, handling, installing or commissioning the goods
16. Representations and Warranties:
The Vendor hereby represents and warrants that its goods and services are in good order and compliant with all applicable laws and regulations and will not infringe any legislation in India or foreign concerning patent, design, copyright, or trademark, the conduct of legitimate business activities, corporate power and authorization; governmental approvals; proprietary information MOUs with employees; and that there have been no restrictions by any regulatory authority in conducting the business.
17. Livspace Material:
Any material or parts furnished by Livspace intended for use by Vendor in execution of Vendors obligations are held by Vendor as bailee. All such materials or parts not used by Vendor in connection with this Order shall be returned to Livspace at Vendors expense, failing which Vendor shall reimburse Livspace for such materials or parts. All such materials or parts will be kept insured by Vendor at Vendor’s expense in an amount equal to the value of such materials.
18. Assignments / Setoffs / Subcontracting:
The Vendor may subcontract any part of its obligations under this Order, provided that the Vendor informs Livspace prior to engaging such subcontractors and remains fully liable for the performance and compliance of its subcontractors as if performed by the Vendor itself. Subcontracting shall not relieve the Vendor of any of its responsibilities under this Order. Livspace reserves the right to set off or counterclaim any amounts payable to the Vendor or its subcontractors against any sums due under this Order.
19. On-Site Activities in Relation to the Goods/Services:
Vendor agrees to employ skilled, competent personnel and ensure continuity in employment of such personnel to perform its obligations under the Order. Upon Livspace's request, Vendor will immediately remove and replace any personnel. Vendor’s personnel shall at all times conduct themselves in full compliance with Livspace site, safety and security regulations and immediately report to Livspace any incidents. The Vendor shall be solely responsible for ensuring that all its personnel are adequately trained to observe, comply with, and adhere to all applicable safety standards and protocols in the performance and execution of any work or services at any premises as agreed between the Vendor and Livspace. In the event of damage to person or property of Livspace or other Vendors caused by Vendor’s personnel, Livspace reserves the right to recover complete cost of the replacement/repairs of such damages from Vendor.
All workforce deployed by the vendors at the customer sites must be legally employable, hold requisite qualifications, and have no criminal records. The Vendor warrants that its workforce meet all applicable regulatory and statutory requirements. Workforce are not to be construed as employees / contractors of the Company. The Company shall have the right to perform in person meetings and periodic and random audits (including site visits and reviews of documentation) to verify compliance with the terms of this PO, contract or LOI entered with the vendor.
In the event of theft of any material by Vendor’s personnel, without prejudice to other legal remedies, Livspace shall impose penalty of Rupees Fifty Thousand (Rs.50,000/-) per event of theft plus cost of such material, if proved beyond reasonable doubt. Vendor shall conduct background verification for all Vendor personnel deployed on Livspace premises for the provision of any services in relation to the Order. The Vendor shall ensure that the personnel deployed by the Vendor for this Order, has cleared the background verification checks carried out by the Vendor.
20. Anti-Corruption & Anti-Bribery Provision:
Vendor shall comply with all applicable anti-bribery laws and regulations, including without limitation, the Prevention of Corruption Act of India, 1988 and shall not cause Livspace to be in breach of any anti bribery or anti-corruption laws and regulation. Supplier represents, warrants and covenants, as of the effective date of this Order to and through the expiration or earlier termination of the Order, (i) that the Vendor, and, to the best of its knowledge, Vendor’s representatives, owners, or other third-parties acting for or on behalf of the Vendor (collectively, “Extended Representatives”), shall not, directly or indirectly, offer, pay, promise to pay, or authorize such offer, promise or payment, of anything of value, to any individual or entity, including but not limited to any public official, for the purpose of obtaining or retaining business or any improper advantage in connection with this Order, or that would otherwise violate any applicable law, rules and regulations concerning or relating to public or commercial bribery or corruption (“Anti-Corruption Laws”), (ii) that Vendor’s books, accounts, records and invoices related to the Order or related to any work conducted for or on behalf of Livspace or its affiliates are and will be complete and accurate, (iii) Vendor has a compliance program and is committed to ethical and lawful business practices, including but not limited to having policies and procedures including training to its officers, employees and agents regarding all applicable anti-corruption and anti-bribery laws on an annual basis.
Without limiting other rights or remedies, Livspace has the right to terminate this Order, immediately if (a) Vendor or Extended Representatives fails to comply with the Anti-
Corruption Laws or with this provision or (b) Livspace has a good faith belief that Vendor or Extended Representatives have violated, intends to violate, or has caused a violation of the Anti-Corruption Laws, (c) Vendor fails to complete a compliance certification, if required by Livspace, or (d) Vendor fails to complete the compliance certification truthfully and accurately and / or fails to comply with the terms of such certification. The failure of Vendor to strictly comply with this shall constitute a material breach and will result in Livspace having the right to terminate this Order and without penalty and Vendor shall indemnify Livspace for all damages, claims or losses arising out of such breach.
A copy of Livspace Anti-Bribery & Anti-Corruption Policy can be accessed here - https://www.livspace.com/in/interiors/service/service-governance-policies#antiBriberyAndAntiCorruptionPolicy.
21. Construction of Contract:
This Order shall be governed by and shall be construed in accordance with the laws of India, without reference to its conflict of law provisions. Notices hereunder shall be in writing addressed to the parties as stated in this Order, or to their last known addresses, and shall be effective on delivery. Livspace’s remedies shall be cumulative and shall include any remedies allowed by law. Waiver of any remedies by Livspace shall not constitute waiver of any other remedy or any other provisions in this Order.
If any provision in this Order is determined invalid, unlawful or unenforceable to any extent such provision shall be severed from the body of this Order and the remainder thereof shall continue to be valid and enforceable to the fullest extent permitted by law. All services shall be rendered by the Vendor as an independent contractor and the persons rendering such services shall not be considered employees of Livspace.
22. Insurance:
If the Vendor, by the terms of this Purchase Order is required to execute any work in the Company's, customers, partners, or affiliate premises, then the Vendor shall be responsible for any damages or injuries to persons and/or property caused as a
result of fault or negligence or for any reasons whatsoever. Transit insurance will be covered by the Vendor for all risks up to the delivery centre and insurance charges will be to the Vendor's account unless otherwise specified. The vendor shall at all times have appropriate insurance cover to cover such damages. At no point in time the Company shall be responsible for any damages. The vendor shall maintain adequate workmen compensation insurance and any other insurance applicable.
23. Legal Metrology:
Vendor shall comply with Legal Metrology Act, 2009 and its relevant rules and regulations as amended from time to time. Any product delivered which is not in compliance with the Legal Metrology Act 2009 shall be eligible to return to the Vendor at its own cost. The company is not liable for any cost, loss, or expenses incurred by the Vendor. Any costs, penalties, legal expenses, out of pocket expenses incurred by the Company because of non-compliance with the Legal Metrology Act 2009 by the Vendor will be debited from the Vendor’s next month payable amount immediately without any prior notice. The Company will inform the respective Vendor about the action taken by the Legal Metrology department. The liability of the Vendor under this clause shall be over and above the liability mentioned in the indemnity clause under this agreement and the same shall be treated separately. Any limitations of whatsoever nature agreed under this agreement shall not apply to this clause and the liability of the Vendor shall be on the actual costs, penalty, legal expenses, out of pocket expenses incurred by the Company. The Vendor shall support the Company in all manner for any details, documents, license copies, or any other information or data required. The decision of the Company shall be final and binding on the Vendor.
24. Compliance:
Vendor shall at all times comply with all the applicable central and state laws not limited to direct and indirect tax, excise, labor laws, factories act, provident fund, and ESIC. The vendor shall regularly deposit PF, ESIC and other amounts to respective authorities and submits challans immediately upon request. The vendor shall comply with applicable safety conditions in its premises and shall allow the Company to visit and inspect the same as per Company’s requirements.
25. Cancellation and Termination:
The Company may cancel an order for any reason or no reason prior by providing written notice to the Vendor and may immediately cancel the Order, even after shipment or initiation of service, by providing written notice to Vendor if the Vendor breaches any term or condition of the Purchase Order or becomes insolvent or subject to any proceeding under any bankruptcy or insolvency law. The decision of the Company shall be final and binding on the Company. The vendor shall provide at least 15 days before the scheduled delivery for its inability to continue with the delivery of goods or services. If no prior intimation is provided the Company has the right to deduct an appropriate amount from the amount payable to the vendor.
26. Audit and Inspection:
The Vendor shall maintain complete auditable records of all financial and non-financial transactions relating to this Purchase order for a period of at least three (03) years after the termination or expiration of this Purchase Order. The Vendor shall provide access to the Company, its internal and external auditors, inspectors, and regulators, at reasonable times, to sites where either Vendor or any of its subcontractors are providing Services, to personnel, and to data and records relating to the Services for any reasonable business purpose, including audits, examinations and inspections relating to (a) the accuracy of charges and invoices, (b) Vendor’s compliance with applicable laws or regulations, (c) Vendor’s compliance with the terms of this Purchase Order, (d) Vendor’s compliance with safety and security procedures with respect to its facilities, if any, and Company Data, and (e) the conduct of Vendor’s operations and procedures.
27. Force Majeure:
In the event, Vendor is delayed or prevented from performing its obligations hereunder, due to any cause beyond its reasonable control, including but not limited to earthquake, tsunami, flood, war, Government sanctions, pandemic, epidemic, and Acts of God or civil unrest (“Force Majeure”), such delay shall be excused during the continuance of delay, and the period of performance shall be extended to such extent as may be reasonable to perform after the cause of the delay has been resolved. In the event that any such delay continues for a period of more than thirty (30) days, the Company may terminate this Purchase Order under which performance is delayed upon prior written notice to the Vendor.
28. Arbitration:
In the event of any dispute arising out of or in relation to this Purchase Order, the Parties shall try and resolve the dispute amicably in good faith through negotiations. In case the dispute is not resolved within a reasonable time, the Parties agree to submit the same for arbitration to a sole arbitrator appointed by the Company. The arbitration proceedings shall be governed by the provisions of the Arbitration and Conciliation Act, 1996. Arbitration proceedings shall be conducted in the English language and the venue shall be Bangalore, Karnataka. The award of the arbitration proceedings shall be final and binding on the Parties. Each party shall be borne its own cost for Arbitration Proceedings. The cost of Arbitrators shall be borne equally by both parties.
The arbitration shall be held in Bengaluru, India and shall be conducted in English by one (1) arbitrator, mutually appointed by both the Parties in accordance with said Rules. In case, Parties fail to mutually appoint the arbitrator within thirty (30) calendar days of the request by one Party to the other, the Party seeking arbitration shall be free to move to the court of appropriate jurisdiction in Bengaluru, India for appointment of the single arbitrator. The decision of such arbitrator shall be written, reasoned, final, binding and conclusive on the parties, and judgment thereon may be entered in any court having jurisdiction over the parties and the subject matter here.
29. Jurisdiction:
This Purchase order shall be governed by and construed under the laws of India. Subject to the arbitration clause above, any dispute arising out of or in relation to this Purchase Order shall be submitted to the sole jurisdiction of the courts of law in Bangalore, Karnataka.