O R D E R

07.03.2025

1. The Petitioner has approached this Court under Section 11(6) of the Arbitration & Conciliation Act for appointment of an Arbitrator to adjudicate upon the disputes which have arisen between the parties.

2. The facts of the case as stated in the petition are that the Petitioner is a private limited company, which is into the business of providing digital education services and provides software.

3. It is stated that Respondent No.2 and 3 approached the Petitioner to take on lease the software. An Agreement dated 28.05.2022 was entered into between the Petitioner and Respondent No.1. It is stated that the Petitioner decided to take on lease the software under the said agreement.

4. It is stated that after making the Petitioner spend a substantial amount of money in developing the software, the Respondents did not abide by their

portion of the agreement.

5. A legal notice dated 02.03.2023 was issued stating that the Respondents have failed to honour their commitments under the said agreement. The said legal notice was followed by another notice dated 30.05.2024, invoking arbitration in terms of Clause 11.2.2 of the agreement. The said notice was replied by the Respondent vide Letter dated 10.07.2024.

6. Material on record indicates that the Petitioner had approached the Micro, Small and Medium Enterprises Development (MSMED) Council for redressal of its grievance. However, the said application before the MSMED Council was withdrawn by the Petitioner vide Letter dated 18.07.2024 stating that the case was not maintainable before the MSMED Council and the Respondent did not proceed further in the matter. Now, the Petitioner has approached this Court by filing the instant petition for appointment of an Arbitrator.

7. Clause 11 of the agreement reads as under:-

“11. GOVERNING LAW, DISPUTE RESOLUTION & ARBITRATION

11.1. This Agreement shall be governed by and construed In accordance with the laws of India, and subject to the other provisions of this Clause, the courts at New Delhi, India shall have exclusive jurisdiction on the matters arising from this Agreement.

11.2. Dispute Resolution:

11.2.1. In the event any dispute or differences arises In connection with the interpretation, Implementation or purported termination of this Agreement as specified above; the Parties shall attempt, In the first Instance, to resolve such dispute through amicable discussions. If such dispute Is not resolved within 7 (seven) days

thereafter or such longer period as the Parties agree to In writing, then, any Party may refer the dispute for resolution by arbitration in accordance with the provisions of this Clause 11.2.

11.2.2. All such disputes shall be referred to and finally resolved by arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996, including any amendments thereof. The Parties agree to submit such dispute to arbitration by a sole arbitrator appointed jointly by both parties, failing which such arbitrator shall be appointed by recourse to the provisions of Section 11 of the Arbitration and Conciliation Act, 1996. The language of the arbitration shall be English. The seat of arbitration shall be New Delhi, India.

11.2.3. The successful Party may seek to enforce the award in an appropriate jurisdiction, including India. Each Party shall bear its own costs and expenses, Incurred in connection with the arbitration proceedings.

11.2.4. Nothing herein shall preclude either party from seeking Interim or permanent equitable or Injunctive relief, or both, from the courts at Delhi, India which shall have exclusive jurisdiction to determine any dispute arising under this Agreement. The pursuit of equitable or injunctive relief shall not be a waiver of the right of the parties to pursue any remedy for monetary damages through the arbitration.

11.2.5. The arbitration panel shall have the right to appoint such experts as it may deem fit.

11.3. When any dispute is under arbitration, except for the matte