MATTER – BOOKING TERMS AND CONDITIONS

A. GENERAL

1. Matter Motor Works Private Limited, a company incorporated under the Companies Act, 2013, with registered office at 301, Parishram Building, 5B Rashmi Society, Nr. Mithakhali Six Roads, Navrangpura, Ahmedabad 380009, India (hereinafter the Company/Matter, including its permitted assigns and successors) offers the Matter electric two-wheeler vehicles, along with relevant accessories (Vehicle), for sale to customers either by itself or through its authorized dealers or retail partners or other sales channel (“Retail Partner“).

2. Prior to undertaking sale of Vehicle, Matter, inter-alia also, provides a booking facility through (i) its Apps/website https://www.matter.in (Platform); and (ii) the stores of Retail Partners (iii) its own operated showrooms/Retails. Book/ Booking/ Booked refer to the online service and facility provided by Matter allowing a User to Book Vehicle listed on the Platform in advance, by paying a token amount (referred to as Booking Amount).

3. These booking terms and conditions (Booking T&Cs) provide the scope and govern the manner in which a person desirous of purchasing a Vehicle can avail the Booking facility either on the Platform or at/through the showroom of Matter and its Retail Partners.

4. These Booking T&Cs are applicable to visitors, prospective customers of Matter, users or any others who access or use the online service of the Matter (hereinafter referred to as “User” or “You” or “End User” or “Registered User”) for transacting on the platform and as above, directly or through Retail Partners and/or Matter’s own Showrooms, with an intention to purchase a specific model of Matter and make an online booking for the same. The singular refers to the plural and vice versa. The term “he” is gender neutral.

5. Matter and its Retail Partner, may jointly be referred to as “We“. The stores of Retail Partner and Company’s Own Showroom/Retails, may jointly be referred to as “Facilities“

B. WHY THESE BOOKING T&CS AND WHAT IS ITS EFFECT?

6. These Booking T&Cs along with terms and conditions of use of the Platform https://www.matter.in/terms-and-conditions (T&Cs), the privacy policy https://matterbikedealership.in/privacy-policy/ (Privacy Policy), and any other policies/terms of Matter as may be communicated from time to time to you or hosted on the Platform in relation to Booking, collectively form the entirety of the electronic contract under the Information Technology Act, 2000 and the rules made thereunder between User and Matter for all matters concerning Booking. Capitalised terms used in Booking T&Cs but not defined shall have the same meaning as described in the T&Cs and/or Privacy Policy.

7. Should there be any conflict between the terms contained herein and the T&Cs and/or Privacy Policy, the specific term contained herein shall prevail over the conflicting term contained in T&Cs and/or Privacy Policy, only to the limited scope of Booking.

8. Please note that Booking and payment of Booking Amount is not a binding contract for the sale of Vehicle by Matter to User, and Matter does not guarantee to the User that the Vehicle selected by the User will be manufactured and/or delivered to User. User will be required to enter into a binding contract capturing the purchase terms and conditions for sale of Vehicle at the time of sale conclusion for delivery of the Vehicle, and a copy of the relevant terms are available https://matter.in/purchase-terms-and-conditions.

9. These Booking T&Cs are computer generated and do not require any physical or digital signatures.

By accepting these Booking T&Cs, User is entering into a legally binding contract with Matter for availing Booking facilities and services from Matter. User must read and understand these Booking T&Cs. If you do not wish to accept these Booking T&Cs, you must not use the Booking facility and services provided on the Platform.

C. HOW DOES BOOKING WORK?

10. The Platform has a section enabling Booking feature. If User wishes to avail the facility, inter-alia, he will need to create User Account and login into his User Account using his credentials. Upon logging in, User can access the Booking tab and complete their Booking by selecting his preferred Vehicle model (Selected Vehicle) and making payment of the Booking Amount. Alongside, User will be required to provide additional details apart from Selected Vehicle as may be prescribed on the Platform.

11. User represents that he is Booking on their own behalf or where such Booking is on behalf of another person, he is legally authorised to Book and bind such person to the Booking T&Cs. Further, User represents that he is competent to enter into contract as described in our T&Cs [hyperlink here], and all information provided for Booking is true, accurate, complete, and authentic. The User agrees to indemnify and keep indemnified Matter/ its affiliates/ directors/ Retail Partner in case of a breach of this representation.

12. Details that User provides for Booking will be processed by us and/or provided to our Retail Partners and Matter Representatives, and your Personal Information shall be processed in accordance with our (Privacy Policy).

13. Please note that for every Selected Vehicle, you will need to make separate Booking, and you cannot club more than one Selected Vehicle during one Booking.

14. Once the Booking is placed, a confirmation will be sent to You through e-mail or SMS. Please note that the Booking is only confirmed after the Booking Amount has been processed and received by Matter. Matter shall not be responsible for delays in Booking confirmation caused by third-party payment gateway failures or delays in payment processing.

15. The User acknowledges that the Images & Colours on the website are representation of the actual Vehicle. Matter has taken every effort to make a true representation. However, the actual images & colour depends on the display device of the User and cannot be guaranteed by Matter.

16. The online booking or purchasing facility is for the convenience of the User.

17. The functionality of the website is limited to online booking of the vehicle, all formalities with respect to purchase of the vehicle, including but not limited to the registration process shall be performed at the Facilities, as applicable.

18. The sale and delivery of Vehicle shall be subject to fulfillment of all applicable statutory obligations and submission of requisite supporting documents. The User shall be solely responsible for providing accurate information while booking and shall be bound to produce the originals at the time of visiting Facilities, as applicable, for verification. We shall not be responsible for any loss caused in the booking due to submission of wrong details/ information by the user. We reserves the right to reject and refund booking amount in case of any incorrect information or false information provided at the time of booking.

19. All parties shall ensure the compliance of the applicable provisions of the Information Technology Act, 2000 and its allied rules as amended from time to time.

20. The online Booking is not compulsory, but only optional and voluntary for the interested customers and vehicles can be booked and purchased by the Customer directly at Facilities.

D. BOOKING AMOUNT AND SELECTED VEHICLE PRICE

1. Booking amount is a token and not the entire consideration for purchase of Selected Vehicle, It is a non-interest-bearing amount to Matter or its Retail Partner, and will be adjusted against the final purchase price of the Selected Vehicle.

2. The online Booking or purchasing engine is available at (BookNow) whereas payment gateway is powered by the Intermediary providing payment gateway and merchant services.

3. Payments made by the User for online Booking or purchasing of the Vehicles through payment gateway are subject to the terms and conditions as provided by the payment gateway intermediary/ merchant service provider. Matter and its Retail Partner would not be responsible for any non-payment or wrong payment accuracy or completeness of the information, services or process of the third party site.

4. The price of the Selected Vehicle displayed on the Platform is only an estimated on-road price (Indicative On-Road Price) and not the final purchase price. The Indicative On-Road Price may be calculated based on the following components:

   • Ex-Showroom Price: This refers to the price of the Selected Vehicle before the inclusion of the special benefit and the optional software package compatible with the relevant Selected Vehicle (Ex-Showroom Price)

   • Special Benefit: This refers to the price benefit offered by Matter on Ex-Showroom Price of the relevant Selected Vehicle at a given point in time (Special Benefit).

   • Effective Ex-Showroom Price: This refers to the Ex-Showroom Price of the relevant Selected Vehicle post consideration of the Special Benefit (Effective Ex-Showroom Price).

   • Software Package: This refers to the price of the relevant optional software package compatible with the relevant Selected Vehicle (Software Package).

   • Introductory Discount: This refers to the additional inaugural discount offered on the relevant optional software package availed by You as may be compatible with the Selected Vehicle (Introductory Discount).

   • Effective Software Package Price: This refers to the effective price of the relevant Software Package post consideration of the Introductory Discount (Effective Software Package Price).

   • Pre-Register Price: This refers to the price of the Selected Vehicle after taking into consideration the Effective Ex-Showroom Price and the Effective Software Package Price. This does not include the cost of insurance, registration, handling, logistics, or any other similar cost elements and government levies/taxes as applicable.

   • Other Charges: This refers to indicative cost, calculated based on industry standards, for registration, handling, logistics, or any other similar cost elements and government levies/taxes as applicable.

5. Your Selected Vehicle is priced and configured based on features, functionality, and options available at the time of Booking, and you can confirm availability with Matter or Retail Partners. Options, features, software or hardware released or changed after you place your Booking shall not be included in or available for Your Selected Vehicle, except where Matter communicates with you otherwise by writing to you over e-mail.

6. For Indicative On-Road Price, Matter has taken into account subsidies and incentives under relevant policy for electric vehicles as prevalent at the time of Booking, provided the Selected Vehicle is eligible for such subsides and incentives and you comply with the requirements to avail such benefit. If the Selected Vehicle is not eligible for such subsidies and benefits, or where you fail to comply with the requirements for availing such benefit such as fail to provide necessary information for such benefit, Matter shall not be bound to sell the Selected Vehicle at the Indicative On-Road Price and the final purchase price will be revised.

7. The final purchase price for Selected Vehicle may differ from the Indicative On-Road Price, and Matter or Retail Partners shall inform you the final purchase price before delivery. At such stage, Matter or Retail Partners will also provide details on constituents and break-up of the final purchase price. Please note that Indicative On-Road Price is only indicative and may be changed at the sole discretion of the Company without prior notice to you. It is specifically understood by you that the booking is not an option or an implied fixed price contract.

8. The Booking or purchasing shall be binding only after the receipt of the full balance price of the Vehicle and submission of requisite supporting documents. Until then, the online Booking or purchasing is merely a request on part of the User and an indication of an intention to sell on the part of the Matter/its Showroom(s) and Retail Partner and does not result in a Booking or purchasing confirmation or contract of sale and does not impose financial implications on Matter or the Retail Partner except as provided herein in these terms and conditions.

E. BOOKING MODIFICATION, CANCELLATION, AND REFUND

1. You may make changes to your Booking such as colour and model of Selected Vehicle by clicking on “modify” button in your User Account subject to terms contained herein. Pursuant to such changes, please note that there may be an impact on the Indicative On-Road Price, the Booking Amount, and the final purchase price, and you agree to pay any additional charges that arise due to such Booking modification promptly, without which you may not be allowed to modify your Booking. Further, please note that such modification may have an impact of the delivery and purchase timeline, and you agree that such changes are on your account of modifying the original Booking, and Matter shall not be liable in any manner.

2. Any changes in the Booking such as colour or model of Selected Vehicle must be requested within 24 hours of placing the Booking and may incur additional charges. Any such request to change the Booking beyond 24 hours may be entertained, subject to approval of Matter, at the sole discretion of Retail Partner and may incur additional charges.

3. You may cancel the Booking at any time prior to making full payment of the Final Price of the Vehicle. Matter or our Retail Partner reserve the right to unilaterally cancel Your Booking at any time without prior notice and without disclosing any reason whatsoever.

4. Refund of any amount deducted resulting out of the incomplete online booking, shall be refunded as per the payment gateway terms and conditions.

5. Upon making the complete payment of the Vehicle, you shall not be entitled to cancel the transaction and shall not be entitled for any refund.

6. In case of cancellation on account of Your breach of the terms and conditions by you; Matter, its retails partners may deduct reasonable amount on account of admin expenses, any installation made to/in relation to the Vehicle or other expenses in relation thereto.

7. Matter and its retails partner shall endeavour to refund the amount of the booking within 30 days of the valid cancellation, through online mode or through visit by You to the Matter’s Showroom or its Retail Partner or other convenient mode in compliance with the applicable provisions of the Law/Rules. You shall cooperate Matter is such refund process and follow all necessary directions and complete necessary formalities/paperwork as may be required by the Matter and its Retail Partner.

8. Further, where Matter is unable to execute the purchase terms and conditions and consummate the commercial transactions for sale and delivery of Selected Vehicle, Matter shall refund the Booking Amount without any cancellation fee. Refund of the fees (without any interests/ payment of other charges etc) shall be the only remedy available to You in case of any cancellation by Matter.

9. Delivery of the Vehicle is subject to “force majeure” conditions. The term “force majeure” shall mean any circumstances which are unusual, unforeseeable and are beyond the control of Matter and/or the Retail Partner, the consequence of which could not have been avoided even if all due care had been exercised, including but not limited to acts of God, natural or other disaster, pandemic, weather conditions, fire, flood, typhoon, tempest, drought, war or threat of war, riot, civil strike, hostilities, political unrest, government action, industrial dispute, nuclear incident, terrorist activity, sabotage, blockage, embargo, transport strike, short supply of labour, fuel, raw material, or otherwise preventing or hindering the manufacture or delivery of the Vehicles and all similar events beyond the control of Matter and/or the Retail Partner.

F. ONLINE PAYMENT

1. Matter engages third party facilities for Payments on the Website/Platform. Use of such third party services will be governed by their User Agreement, Seller Terms, Conditions and other rules and policies as may be required and applicable for your nature of activities

2. Where payment is made through credit/debit card, it is recommended that You make necessary enquiry about the charges or fees payable against the credit/debit card used from credit card or the debit card service provider i.e. the respective bank.

3. We don’t receive/process the details of the credit card/debit card information and other payment related information supplied by you at the time or in connection/in relation with/of making online payment. Such information/details are directly processed by the payment gateway intermediary/merchant service provider. You shall be responsible to ensure that the information entered in the relevant fields are correct. Your diligence and discretion is solicited in such cases.

4. It is agreed, understood and acknowledged by you that online payment through above facility is susceptible to risks, including hacking, theft, phishing, virus attack, fraud etc. and other online hazards/risks. We don’t make any representation, warranty or guarantee in relation to the online payments as to fitness, completeness and security of the third party service providers and that being so under no circumstance, Matter and its Retail Partner, shall be responsible for any loss and/or damage whatsoever, on account of any transaction carried out through online mode as above.

5. Where cheque is issued for making the payment, You will ensure that the cheque issued to Matter or the Retail Partner is duly honoured and You accept and acknowledge that in case the cheque issued is dishonoured, You will be liable under the applicable laws including but not limited to Negotiable Instruments Act, 1881 as amended from time to time. In such cases Matter or the Retail Partner will be entitled to initiate legal proceedings against You under the applicable laws.

G. GENERAL

1. All terms and conditions mentioned in T&Cs and Privacy Policy are included and applicable to these Booking T&Cs including indemnity, limitation of liability, disclaimers, governing law and disputes resolution.

   • In addition to the above and not in derogation;

   • In no event/under no circumstances, the total liability of the Company on any account whatsoever under this Agreement/in connection and in relation to this Agreement, shall exceed the amount of Booking received for a particular booking by the Company from particular person.

   • No representation or warranty of any kind, express or implied, in connection with this Agreement or its subject matter is made by us. We further make no representations and warranties, express or implied, including but not limited to merchantability and/or fitness for a particular purpose, quality, course of dealings, usage of trade, accuracy, quiet enjoyment or non-infringement, and that being so expressly disclaimed. In view of our endeavour to continuously improve and innovate our Product, We reserves the right to modify or alter or change the specifications, features, design without any prior written notice and without any liability.

2. While Matter has taken reasonable precaution in preparation of the contents of this Booking T&Cs, For Booking and the services for making the Booking, in addition to disclaimers contained in referred terms, Matter or its Retail Partners disclaims all warranties and conditions, whether express, implied, or statutory, including warranties on merchantability, compatibility, fitness, quality, fit for particular purposes, security and accuracy in relation to Selected Vehicle and the Booking facility and services enabled on the Platform.

3. Matter has the right to change the terms and conditions of the offer without prior notice. Matter reserves the right to alter any terms and conditions or the process itself at its sole discretion as and when considered necessary. For this reason, we encourage you to review the latest T&C every time you purchase products from us or use our website.

4. User agrees to defend, indemnify and hold Matter and its Retails Partner, harmless from and against any and all claims, damages, costs and expenses, including attorneys’ fees, arising from or related to User’s use of the website.

5. Matter reserves the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice.

6. Matter or its Retail Partner shall not be liable for any indirect, special, incidental or consequential damages arising out of or in connection with these Booking T&Cs and other Policies associated with it.

7. By Booking or purchasing online via the Matter’s Website, You accepts and agrees to the above T&Cs and also gives Your unconditional consent for being contacted for Matter’s Products/Services over your telephone/mobile phone/email/SMS. Non-acceptance of any of these terms and conditions will result in disqualification.

8. Matter reserves the right to amend these T&C and may withdraw or discontinue the offer of online Booking or purchasing without prior notice.

9. You can seek more information from us and reach out to us with your grievances or feedback by writing to us at rajeshwar@matterbike.in with copy marked to willy.chengappa@matterbike.in and the subject must state “Booking – Communication”.