SUPPLIER CODE OF CONDUCT

The Luxe Wardrobe ("Company," "we," or "us") welcomes high-quality vendors, artisans, luxury brands, and service providers into our exclusive supplier network. Our mission is to provide unparalleled wardrobe management and styling experiences to our discerning Members, particularly those belonging to The Front Row.

In order to maintain the integrity, exclusivity, and quality of our services, we require all suppliers, vendors, contractors, and partners ("Supplier" or "you") to strictly adhere to this Supplier Code of Conduct ("Code"). By engaging with The Luxe Wardrobe or accepting any order/booking from us, you agree to be bound by the terms herein.

1. CORE REQUIREMENTS & OBLIGATIONS

It is expressly agreed and declared that The Luxe Wardrobe acts solely as an intermediary/agent/marketplace platform in arranging goods and services for its Members and clients. The contractual relationship for the supply of goods and services is exclusively between you (the Supplier) and the end client. You acknowledge, agree, and irrevocably confirm that:

• Absolute No Liability: The Luxe Wardrobe shall have absolutely no liability whatsoever, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, in respect of the provision, non-provision, quality, authenticity, safety, fitness for purpose, merchantability, delay, or delivery of goods or services provided by you. We make no representations or warranties regarding your goods or services.
• Comprehensive Indemnification: You hereby irrevocably and unconditionally agree to indemnify, defend, and hold completely harmless The Luxe Wardrobe, its parent company, subsidiaries, affiliates, directors, officers, employees, agents, contractors, Members, and clients against any and all claims, demands, actions, suits, proceedings, losses, costs, charges, expenses, damages, liabilities, penalties, fines, and judgments (including legal fees and costs on a full indemnity basis and any consequential losses) arising out of, relating to, or in connection with: (a) your provision or non-provision of goods or services; (b) your negligence, gross negligence, or willful misconduct; (c) your breach of this Code or any applicable law; (d) any defect, deficiency, or non-conformity in your products or services; (e) any claim, injury, death, or property damage caused by your acts or omissions; (f) any intellectual property infringement; (g) any data breach or privacy violation; or (h) any claim made by a Member, client, or third party against us regarding your services, products, conduct, or any related matter whatsoever.
• Sole and Exclusive Responsibility: You bear full, sole, and exclusive responsibility and liability for any injury, death, loss, damage, or harm caused directly or indirectly to any person (including our Members, their family members, guests, or employees) or property (including luxury goods, real estate, or vehicles) during the course of providing your services or arising from your products. This includes liability under the Consumer Protection Act, 2019, product liability laws, and tort law.
• Insurance Obligation: You agree to maintain adequate insurance coverage at all times to cover the liabilities assumed under this indemnification clause and to name The Luxe Wardrobe as an additional insured party on your policies where applicable.
• Survival: This indemnification obligation shall survive the termination or expiry of this Code and any engagement with us indefinitely.

You warrant that all goods and services will be provided in a professional, workmanlike manner consistent with the highest standards of the luxury industry.

• Compliance with Instructions: You must strictly adhere to the specific instructions, preferences, and timelines provided by The Luxe Wardrobe at the time of booking.
• Notification of Delay: If you are unable to provide services in the timeframe or manner requested, you must inform The Luxe Wardrobe immediately, and no later than twenty-four (24) hours after the request is made. Failure to provide timely notice constitutes a material breach.
• Quality Assurance: All products (apparel, accessories, gifts) must be authentic, free from defects, and of pristine quality. Services (styling, photography, grooming) must be performed by qualified professionals.

Your specific Terms & Conditions (T&Cs) regarding booking, cancellation, refunds, or exchanges must be provided to The Luxe Wardrobe prior to engagement.

• If T&Cs are not disclosed upfront, they shall have no effect, and The Luxe Wardrobe's standard terms shall prevail.
• Any cancellation fees or non-refundable clauses must be clearly stated in writing before we confirm a booking.
• Surprise charges or hidden fees will not be honored.

To operate within our network in India, you must maintain valid insurance coverage appropriate for your business nature. You agree to provide valid certificates of insurance annually or upon request. Minimum requirements include:

You acknowledge that The Luxe Wardrobe has invested significant resources in acquiring and managing its clients. You agree to the following strict restrictions:

• Strict Prohibition: You shall not, directly or indirectly, solicit, approach, or accept business from any The Luxe Wardrobe Member, client, or partner introduced to you by us, except exclusively through The Luxe Wardrobe.
• No Direct Contact: You shall not share your personal contact details or attempt to transact directly with our clients to bypass our commission or management.
• Duration: This non-circumvention obligation applies during our engagement and for a period of five (5) years following the last transaction with the relevant client.
• Consequence of Breach: Any breach of this clause will result in immediate termination and you agree to pay liquidated damages equal to 50% of the total revenue generated from such unauthorized transactions, in addition to other legal remedies.

You and your employees agree to strict non-disparagement of The Luxe Wardrobe, our Members, our staff, or our brand partners. This includes a prohibition on making negative, critical, or derogatory comments in any format, whether written, oral, or on social media platforms, both during and after our business relationship.

You warrant compliance with all applicable Indian data protection laws, including the Information Technology Act, 2000, the SPDI Rules 2011, and the Digital Personal Data Protection Act, 2023 (DPDP Act).

• Consent & Purpose: You shall process personal data of our Members ("Protected Data") solely for the purpose of fulfilling the specific order/service and for no other purpose.
• No Retention or Sale: You strictly agree NOT to retain, sell, lease, or share Protected Data for marketing purposes or any third-party use.
• Security: You must implement high standards of technical and organizational security measures to protect data.
• Deletion: Upon completion of services or termination of this agreement, you must immediately delete/destroy all Protected Data.
• Data Breach: You must notify The Luxe Wardrobe within 6 hours of becoming aware of any data breach and shall indemnify us against all costs, fines, and damages arising from such breach.

If you receive cardholder data (credit/debit card numbers) from us, you are responsible for the security of that data. You must comply with Payment Card Industry Data Security Standard (PCI-DSS) requirements. The Luxe Wardrobe reserves the right to request proof of compliance and to terminate agreements immediately if security standards are insufficient.

2. COMMERCIAL TERMS & STANDARDS

As a preferred supplier, you agree to offer The Luxe Wardrobe and its Members preferential pricing.

• Commission: Unless otherwise agreed in writing, The Luxe Wardrobe is entitled to a negotiated commission (typically 10-25%) on all goods/services booked.
• Price Parity: You warrant that the prices offered to our Members are no higher than the prices offered to the general public or your other partners. You shall not offer better rates directly to our Members to induce direct booking.

Your products, services, and brand presentation must align with the luxury positioning of The Luxe Wardrobe. We reserve the right to approve or reject any marketing materials where our brand name is used. Services must be delivered with the etiquette, discretion, and refinement expected by high-net-worth individuals.

You warrant that your business operations comply with all applicable laws in India, including:

• GST Compliance: You must be registered under GST laws (where applicable) and provide valid tax invoices.
• Labor Laws: You comply with all applicable labor laws, including prohibition of child labor and fair wage practices.
• Consumer Protection: You adhere to the Consumer Protection Act, 2019, ensuring fair trade practices.
• Authenticity: You guarantee that all luxury goods supplied are 100% authentic. The supply of counterfeit goods is a criminal offense and will result in immediate legal action.

The Luxe Wardrobe reserves the right to audit your operations, quality standards, and compliance with this Code upon providing forty-eight (48) hours' notice. You agree to cooperate fully with such audits.

3. TERMINATION & DISPUTE RESOLUTION

The Luxe Wardrobe reserves the right to terminate its relationship with you:

• For Cause: Immediately upon written notice if you breach any provision of this Code, fail to meet quality standards, or engage in conduct damaging to our reputation.
• For Convenience: Upon thirty (30) days' written notice for any reason.
• Effect: Upon termination, you are not entitled to any compensation or damages. You must complete any pending orders unless instructed otherwise by us.

You shall not use The Luxe Wardrobe name, logo, trademarks, or refer to your association with us in any press release, marketing material, or client list without our prior express written consent. All IP rights remain with their respective owners.

This Code shall be governed by the laws of India. Any dispute arising out of or in connection with this Code shall be referred to arbitration under the Arbitration and Conciliation Act, 1996. The seat of arbitration shall be New Delhi, India. The language of arbitration shall be English. Subject to arbitration, the courts in New Delhi, India shall have exclusive jurisdiction.

4. CONSEQUENCES OF NON-COMPLIANCE

Failure to comply with this Code may result in:

• Immediate termination of the supplier agreement.
• Withholding of pending payments to offset damages.
• Legal action for recovery of damages and injunctive relief.
• Permanent blacklisting from The Luxe Wardrobe supplier network.

5. CONTACT INFORMATION

For inquiries regarding this Code or supplier relationships, please contact our Supplier Relations Team:

The Luxe Wardrobe Supplier Relations
Email: [email protected]
Phone: +91 [Insert Number]
Address: [Insert Full Business Address], India