BEFORE THE LEARNED SOLE ARBITRATOR

__________________________AT MUMBAI

BETWEEN:
MARA Labs Inc. …      CLAIMANT

AND
Trent Limited …      RESPONDENT

LIST OF DOCUMENTS

Sl. No Particulars Page No.

1. Memorandum of Claim Petition

2. Verifying Affidavit

3. List of Documents

4. DoucmentsDocuments

5. Vakalatnama

BANGALORE
DATE:

ADVOCATE FOR CLAIMANT

Chintan Chinnappa
 BEFORE THE LEARNED SOLE ARBITRATOR,
__________________________AT MUMBAI

BETWEEN:
MARA Labs Inc.
1013, Centre Road,
Suit 403-B, Wilmington
New Castle County, Delaware
Zip- 19805 …CLAIMANT

AND
Trent Limited
Bombay House
24, Homi Mody Street,
Mumbai- 400 001 …RESPONDENT

STATEMENT OF CLAIM

The Claimant above named begs to submit as under-

1. The address of the Claimant for the purpose of process and notices from the
Hon’ble Tribunal is that of its counsel, Mr. Chintan Chinnappa, Spectrum
Legal, having office at 101, 30/A, Promenade Road, Frazser Town,
Bengaluru-560005.

2. The address of the Respondent for the said purpose is as shown in the cause
title.

3. The Claimant is a company incorporated under the laws of Delaware having

its registered office at the address mentioned in the cause title above. It is
engaged in the business of providing services relating to route optimization
using its proprietary software ‘Locus” to its customers to, inter alia, saves their
logistics costs.
4. The Respondent is a company incorporated under Indian Companies Act,
1913 and is engaged in the business inter alia of operating a chain of retail
business stores across India, for retailing of readymade garments for men,
ladies and children, house hold and gift items, furniture, food and beverages
etc.

5. The brief facts of the matter are as follows:

a. The Respondent entered into an agreement with the Claimant dated

24th May 2018 (Agreement), wherein the Claimant was appointed as
an independent consultant for providing route optimization services to
the Respondent with the aid of an algorithm. The Scope of work as per
the agreement includes pick up and drop off of merchandise from
warehouses to stores combined with reverse pickup via automated
plan generation with the aid of software, Live fleet tracking SMS alerts
to store managers and reporting for the last mile delivery at stores,
custom alerts, daily delivery analytics outlining increased efficiency and
distance travelled, delivery status update from store location and
Locus, and POD on pick up and drop.

b. The understanding between the parties as per the commercial

arrangement was that the Respondent shall pay the Claimant, the
service charges amounting to USD 50,000 which included USD 11,000
towards the installation of the software along with USD 7,800 as a
variable component to be paid at the end of the year. It was further
agreed that the balance of USD 31,200 will be broken down for
payment every quarter.
A Copy of the agreement dated 24 th May, 2018 is produced herewith
and marked as Exhibit “A”.

c. As per the agreement dated 24 th May, 2018, the parties inter alia
agreed on the following:
 Services: The Claimant would provide its route optimization with
the aid of algorithm services to the Respondent wherein they
would optimize route from warehouse of the respondent to the
stores, send live fleet tracking SMS alerts to store manager,
report for the last mile delivery at store, send custom alerts,
update the status of delivery from store location and Locus, and
POD on pick up and drop.

 License: The Claimant has granted the Respondent a limited,

non-exclusive, non-transferable, non-sub licensable license to
use the Software during the term only in connection with the
services.


 Service Charge and Period: In consideration to the services

being rendered by the Claimant to the Respondent, the
Respondent was to make a payment of 50,000 USD (Fifty
Thousand US Dollars only) (break up= 11,000 USD towards
installation + 7,800 USD as variable component to be paid at the
end of the year and 31,200 USD (balance) to be broken down for
payment every quarter), for a period of two years from 16 May
2018. The same was to be made in instalmentsinstallments.

 Exclusivity Clause: The Claimant does not have an exclusive

right as a sole consultant with respect to services enumerated
and the Respondent reserved their right to appoint other
consultant/s for the services.

 Binding nature: The Agreement was agreed on being revocable

by either party by giving 60 (Sixty) days’ notice in writing without
cause and without assigning any reason whatsoever. However,
the obligations/ commitments of both the parties will continue to
be valid and binding, as applicable, during the notice period.
6. Upon signing the agreement, the Claimant began providing services to the
Respondent and continued till 31 st March 2020, i.e. the expiry date as per the
agreement. The Claimant has also raised its invoices from time to time
towards the service charges for the services rendered by the Claimant.

7. After several weeks from the expiry of the agreement, the Claimant received
an email on 09th July, 2020 from the Respondent stating that they were no
longer interested in engaging the services of the Claimant, citing reasons of
negligible trading in the first quarter of the financial year. They have also
stated that their business werewas badly affected by COVID and hence a
manually root- planning seems to be the only option for growth of business. A
screenshot of the said email communication dated 09/07/2020 is produced
herewith and marked as Exhibit “B”. The Claimant responded to the said
email on 22/07/2022 wherein genuine efforts were taken to continue their
partnership with the Respondent and offered to discuss their concerns over a
call. A screenshot of the said email communication dated 22/07/2020 is
produced herewith and marked as Exhibit “C”. It is submitted that the
Claimant had been working extensively on developing new features,
specifically for the Respondent to retain the engagement.

8. Pursuant to the expiry of the service period as per the Agreement, the
Claimant raised quarterly invoices for the service rendered to the Respondent
bearing reference no. LOC-TRT-JUL-008 dated 02 nd August, 2019 for USD
10,550, bearing reference no. LOC-TRT-OCT-008 dated 06 November 2019
for USD 10,550 and bearing reference no. LOC-TRT-JAN-009 dated 03
February 2020 for USD 10,550 (hereinafter referred to as the “Outstanding
invoices”) aggregating to an amount of USD 31,650 (USD Thirty One
Thousand Six Hundred and Fifty Only), which the Respondent has not paid till
date. A Copy of the abovementionedabove mentioned invoices is produced
herewith and marked as Exhibit “D”.

9. The financial loss (Outstanding dues) suffered by the Claimant has been
computed as follows:
 Sl. Item & Description Quantit Rate Amount
No. y (USD) (USD)
1. Usage of Locus Services, Quarter July 1.00 10,550.00 10,550.00
– September 2019, bearing invoice
number LOC-TRT-JUL-008.
2. Usage of Locus Services, Quarter 1.00 10,550.00 10,550.00
October – December 2019, bearing
invoice number LOC-TRT-OCT-008.
3. Usage of Locus Services, Quarter 1.00 10,550.00 10,550.00
January – March 2020, bearing
invoice number LOC-TRT-JAN-009.
Sub Total 31,650

10. Despite multiple reminders vide emails dated 20 th August 2020, 15th March
2021, 29th March 2021, 04th April 2021, 22nd April 2021, 01st May 2021, 11th
May 2021 and 17th May 2021, the Respondent havehas failed to
acknowledge the same and pay the outstanding invoices. A copy of the said
email communications are produced herewith and marked as Exhibit “E”. It
became apparent to the Claimant at this moment that the Respondent never
had the intention of paying the outstanding dues for the services availed by
them from the Claimant. All the attempts made by the Claimant to elicit a
response from the Respondent were incommunicado.

11. Due to the uncertainty bought on lack of communication and the substantial
financial loss, the Claimant issued a Legal notice dated 11 th June 2019 2021
calling upon the Respondent to make the payment towards the outstanding
invoices along with the interest at the rate of 12% per annum from the date on
which the Outstanding Invoices fell due till the date of the actual payment
within 7 days from the receipt of the Notice. A copy of the said legal notice is
produced herewith and attached as Exhibit “D”.

12. It is submitted that in response to the said legal notice, the Respondent vide a
letter dated 13th June 2021, had acknowledged the receipt of the same and
 had requested 15 days to address the concerns raised by the Claimant. A
copy of the said letter is produced herewith and marked as Exhibit “F”. It is
submitted that even after the lapse of the said 15 days, the Respondent failed
to revert back or hand a response to the concerned Outstanding Invoices. The
Claimant further issued a reminder email on 30 June 2021, requesting the
Respondent to clear the dues. A screenshot of the said email communication
is produced herewith and marked as Exhibit “G”. However on 10 July 2021,
the Respondent issued another letter requesting the Claimant to grant a
week’s time to collate the information and address the issues raised in the first
legal notice. A copy of the said letter is produced herewith and marked as
Exhibit “H”. It is pertinent to note that the Claimant, with an amicable
intention to resolve the issue, granted four days for the Respondent to make
the payment towards the Outstanding Invoices. Despite repeated reminders,
follow-ups and time extensions, the Respondent have failed to pay the
legitimate dues of the Claimant.

13. It is submitted that considering the conduct of the Respondent, the Claimant
was compelled to issue another Legal Notice dated 23 rd July 2021 calling
upon them to make payment towards the Outstanding Invoices along with
applicable interest within 7 days of the receipt of the Legal Notice. However,
the Respondent even failed to respond to the second Legal Notice/or make
payments towards the Outstanding Invoices. A copy of the said legal notice is
produced herewith and marked as Exhibit “I”. As a final effort to recover the
outstanding payments from the Respondent, Claimant issued a final Legal
Notice dated 25th May, 2022 calling upon them to clear the dues as per the
Outstanding Invoices. A copy of the said Legal Notice is produced herewith
and marked as Exhibit “J”.

14. It is submitted that the Claimant is a leading-edge software technology

company and is widely trusted for its services by many industry leaders. The
Claimant has acted with utmost patience and good faith and has fulfilled all
the obligations entailed in the service agreement hoping that the Respondent
would act accordingly. However, with utmost disregard to the efforts made by
the Claimant in rendering their services to the Respondent as per the terms of
 the Agreement, the Respondent havehas grossly misused the cooperative
approach of the Claimant and havehas taken undue advantage of the
situation. In furtherance to the same, it is also submitted that the conduct of
the Respondent has been utterly unprofessional during the course of
engagement with the Claimant and the same can be reflected from the above
mentioned facts.

15. It is submitted that the above said acts of the Respondent clearly
demonstrates that their intent was to enjoy the benefits of the services as per
the Agreement at the cost of the Claimant. It is submitted that the Respondent
has acted in a mala-fide manner and had entered into the said understanding
with fraudulent and dishonest intentions of cheating the Claimant.

16. As there is a dispute and the Respondent has not come forward to resolve the
issue amicably, having no other alternative, Claimant herein decided to take
recourse of law as per the Arbitration Clause (Clause 11.4) of the Agreement.

17. The loss suffered by the Claimant inter alia for the fraudulent and bad faith
actions of the Respondent is liable to be compensated. The Respondent is
liable to compensate the Claimant herein and also has to place the Claimant
in the same position as it would have been had the contract been performed.

18. The Claimant additionally seeks Rs. ________ as punitive damages for the
bad faith actions of the Respondent which were was nothing short of
malicious and high handed. The conduct of the Respondent represents a
marked departure from ordinary standards of business conduct and ethics
and merits punishment.

19. The Claimant reserves its right to seek additional reliefs and claim additional
damages in due course.
 PRAYERS

WHEREFORE, it is humbly prayed that this Hon’ble Tribunal may be pleased to pass
an award:

A. Directing the Respondent to make the payment towards the outstanding

invoices aggregating to an amount of USD 31,650 (USD Thirty One
Thousand Six Hundred and Fifty Only), along with the interest at the rate
of 12% per annum from the date on which the Outstanding Invoices fell
due till the date of the actual payment;

B. Directing the Respondent to compensate the Claimant by paying a sum of

Rs. __________ towards punitive damages for the bad faith actions of the
Respondent;

C. Pass any such other order or orders as this Hon’ble Tribunal may deem fit
and proper in the facts of the case, including grant of costs of these
proceedings, in the interests of justice and equity.

BANGALORE
DATE:

ADVOCATE FOR CLAIMANT

Chintan Chinnappa