Vendor Terms and Conditions

The VENDOR Terms and Conditions (the “Terms”) apply to each Purchase Order issued by Buyer (defined below) to Vendor (defined below) on or after 23rd October 2026 (the “Effective Date”) that refers to this version of the Terms and are incorporated by reference into each such Purchase Order.

By and Between

Maestroedge Solutions Private Limited (operating under the brand name “Snabbit”), a company incorporated under the laws of India, bearing Corporate Identification Number (CIN) U62099MH2024PTC417454, having its corporate office at Snabbit, Clayworks 5B, 6th Cross Rd, Srirampuram, 5th Block, Koramangala, Bengaluru, Karnataka 560034 (hereinafter referred to as “Buyer”, which expression shall wherever the context permits, admits or requires be deemed to mean and include its Affiliates, successors-in-interest and assigns, provided that, in respect of each Order, the obligations of Buyer (including the obligation to pay) shall be those only of the entity named as the purchaser in that Order) being the party of the FIRST PART;

and

the Person named as the vendor or supplier in the relevant Order (hereinafter referred to as “Vendor”, which expression shall wherever the context permits, admits or requires be deemed to mean and include its successors-in-interest and permitted assigns) being the party of the SECOND PART;

Wherever the context so requires in these Terms, Buyer and Vendor shall individually be referred to as “Party” and collectively as “Parties”).

Recitals

A.Buyer is engaged in the business of providing on-demand home services through a hyperlocal network of trained and verified professionals, including the operation of training, onboarding, assessment and certification centres for such professionals.

B.Buyer, from time to time, purchases goods and services for its business, offices, centres and operations, and for use by such professionals.

C.Vendor is engaged in the business of supplying the goods and/or services described in the relevant Order and wishes to supply them to Buyer.

D.Vendor acknowledges that it approached Buyer to supply the Goods and/or Services based on its claimed expertise, and that Buyer entered into these Terms solely in reliance on Vendor’s representations and warranties. If any of these is found to be untrue, inaccurate, incomplete or misleading, Buyer shall be entitled to exercise its rights under Clause 6.8, including to seek a declaration that the relevant Order is void ab initio.

E.The Parties wish to record the terms and conditions that shall apply to each Purchase Order issued by Buyer to Vendor, on the terms and subject to the conditions contained in these Terms.

NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED HEREIN AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES HAVE AGREED AS FOLLOWS:

1.1The following definitions shall apply to these Terms.

(a)“Acceptance” means acceptance of Goods or Services by Buyer in accordance with Clause 5.1 or Clause 5.8 (as applicable), and “Accept” and “Accepted” shall be construed accordingly.

(b)“Acceptance Criteria” means the tests, standards, completion evidence and other criteria stated in the Order (or, where none are stated, reasonably specified by Buyer in writing before performance) against which Goods, Services, Deliverables or Milestones are assessed for Acceptance.

(c)“Affiliate” means, with respect to a Person, any Person controlling, controlled by or under common control with, such Person. The term “control,” when used with respect to a Person, shall mean (a) the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of a Person whether through the ownership of voting securities, by agreement or otherwise or the power to elect more than half of the directors, partners or other individuals exercising similar authority with respect to a Person; or (b) the possession, directly or indirectly, of a voting interest in excess of 50% (fifty per cent) in a Person.

(d)“Applicable Law” means all applicable statutes, laws, ordinances, rules, regulations, orders, directions, guidelines, circulars, standards and notifications of any government, statutory or regulatory authority having jurisdiction, in each case as amended, re-enacted or replaced from time to time.

(e)“Authorised Buyer Representative” means an employee of Buyer who, under Buyer’s internal delegation of authority, is authorised to issue, approve or amend Orders of the relevant type and value.

(f)“Business Day” means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general business in Bengaluru, Karnataka.

(g)“Buyer Materials” means all specifications, drawings, artwork, designs, samples, data, software, tooling, moulds, dies, equipment, packaging, raw materials and other items supplied by or on behalf of Buyer to Vendor, or paid for by Buyer, in connection with an Order.

(h)“Buyer Premises” means any office, training, onboarding, assessment or certification centre, warehouse, hub or other premises owned, leased, licensed or operated by Buyer or any of its Affiliates.

(i)“Change Order” means a written amendment to an Order issued and approved in accordance with Clause 2.14.

(j)“Confidential Information” means any information and data, whether tangible or intangible and irrespective of the medium or manner in which it is disclosed or obtained, whether before or after the Effective Date, that is disclosed by or on behalf of Buyer to Vendor or that Vendor otherwise obtains or has access to in connection with an Order, and includes without limitation: business, financial and commercial information (including the existence and terms of any Order, pricing, volumes and forecasts); business plans, strategies and future developments; information relating to Experts, Customers and employees (including Personal Data and lists thereof); the operations, processes, training material, standards and know-how of Buyer; technical information, software, algorithms, systems, designs, drawings, specifications and samples; and all notes, analyses and other material derived from any of the foregoing, together with any information that Buyer has obtained in confidence from a third party.

(k)“Customer” means any Person who books, receives or seeks to receive services through the Platform.

(l)“Deliverables” means all Goods, work product, reports, designs, artwork, content, software, documentation and other items that Vendor delivers or is required to deliver to Buyer under an Order.

(m)“Delivery Date” and “Delivery Location” mean the date (or period) and the location for delivery of the Goods or performance of the Services stated in the Order.

(n)“Expert” means an independent service professional onboarded on the Platform.

(o)“Goods” means the products, materials, equipment, consumables, uniforms, kits, merchandise, hardware, software, packaging and other items to be supplied by Vendor under an Order.

(p)“Intellectual Property Rights” means all patents, copyrights (including rights in software), moral rights, designs, trademarks and service marks, trade names, domain names, rights in databases, trade secrets, know-how and all other intellectual or industrial property rights, whether registered or unregistered, anywhere in the world, including applications and rights to apply for any of them.

(q)“IP Order” means an Order under which Vendor is to create, in whole or in part, any artwork, design, content, copy, photograph, audio-visual work, software, source code, documentation, packaging or label design, or any custom-designed or branded Goods, for Buyer, and any Order that Buyer designates as an IP Order.

(r)“Losses” means all losses, liabilities, damages, claims, demands, judgments, settlements, penalties, fines, interest, costs and expenses of every kind (including reasonable attorneys' and experts' fees, costs of investigation, defence and enforcement, regulatory penalties, and refunds, credits or compensation paid or payable by Buyer to Customers or Experts), provided that Losses shall not include any loss or damage excluded under Clause 13.4, save to the extent that Clause 13.4 expressly makes it recoverable.

(s)“MSE” means a micro or small enterprise within the meaning of the MSMED Act that holds a valid Udyam registration, and “MSMED Act” means the Micro, Small and Medium Enterprises Development Act, 2006.

(t)“Milestone” means a stage of performance, with its associated Deliverables and date, stated in the Order.

(u)“Order” or “Purchase Order” means a written (including electronic) purchase order issued by an Authorised Buyer Representative through Buyer’s procurement or ERP system, or through such other channel as Buyer designates in writing, that bears a unique Order number and states the hyperlink to, and the version number and date of, these Terms, together with its annexures, Specifications and any Change Orders issued in accordance with Clause 2.14. An Order that omits, or incorrectly states, such hyperlink, version number or date shall nevertheless be a valid and binding Order, and the applicable version of these Terms shall be determined in accordance with Clause 19.1.

(v)“Order Price” means the total price payable by Buyer for the Goods and/or Services under an Order, as stated in the Order, exclusive of GST.

(w)“Person” means any natural person, firm, corporation, company, limited liability partnership, voluntary association, partnership, joint venture, trust, incorporated organization, unincorporated organization, governmental authority or any other entity.

(x)“Personal Data” has the meaning given to it in the Digital Personal Data Protection Act, 2023, and includes all personal data of Experts, Customers and employees of Buyer.

(y)“Platform” means the websites and mobile applications operated by Buyer under the name “Snabbit” through which Customers book services and Experts render them.

(z)“Qualified Signature” means (i) an electronic signature or electronic authentication technique (including Aadhaar-based e-sign) specified in the Second Schedule to the Information Technology Act, 2000, (ii) a digital signature certificate issued under that Act, or (iii) a handwritten (wet-ink) signature, in each case of an authorised signatory of Vendor.

(aa)“Services” means the services (including installation, commissioning, maintenance, training and support) to be performed by Vendor under an Order.

(bb)“Service Levels” means the performance standards, response and resolution times, availability, quality metrics and other service levels stated in the Order.

(cc)“Snabbit Marks” means the name “Snabbit”, the Snabbit logos, trademarks, trade names, trade dress, colour schemes and brand assets of Buyer and its Affiliates.

(dd)“Specifications” means the description, technical, quality, performance, safety, packaging and other requirements for the Goods and Services set out in or referred to in the Order, and includes any approved sample.

(ee)“Taxes” means all taxes, levies, duties, cesses, charges and assessments of any nature imposed by any governmental authority, including GST, customs duty, and withholding taxes, together with interest and penalties thereon, and “GST” means goods and services tax under the Central Goods and Services Tax Act, 2017, the Integrated Goods and Services Tax Act, 2017, applicable State goods and services tax laws and the Goods and Services Tax (Compensation to States) Act, 2017, as applicable.

(ff)“Vendor Code of Conduct” means Buyer’s Vendor Code of Conduct published at the hyperlink stated in the Order or on Buyer’s website.

(gg)“Vendor Personnel” means all employees, workers, agents, subcontractors, consultants and representatives of Vendor (and of its subcontractors) who are engaged in the supply of the Goods or the performance of the Services.

(hh)“Warranty Period” has the meaning given to it in Clause 6.4.

1.2In the interpretation of these Terms, unless the context otherwise requires:

(a)The terms defined in the recitals or in any annexures or schedules shall have the same meaning when used herein;

(b)The singular includes the plural and vice versa, and the words in the masculine gender shall include the feminine and neuter, and vice versa;

(c)Any reference to a Clause or Recital is a reference to a clause of, or recital to, these Terms;

(d)The phrase “directly or indirectly” shall mean and include any act of a Party on behalf of or through the use of any other person or entity, including without limitation any employee, agent, independent contractor or Affiliate of a Party;

(e)The headings used in these Terms are for reference and convenience only and shall not enter into the interpretation hereof;

(f)Unless expressly stated otherwise, “including” means “including but not limited to” and whenever Buyer’s consent or approval is required, Buyer may grant or withhold its consent or approval in its sole and absolute discretion;

(g)Any reference to any statute shall be construed as including all statutory provisions consolidating, amending or replacing such statute, and all rules, regulations and notifications made thereunder;

(h)“Writing” and “Written” include email and any electronic system designated by Buyer for placing Orders or communicating with Vendors, provided that an Order, a Change Order and any variation of price, scope, quantity, Specifications, Delivery Date or Milestones shall be valid only if issued in accordance with Clause 2.3 and Clause 2.14, and no email, chat message, oral instruction or Vendor invoice shall by itself amount to such an Order, Change Order or variation;

(i)References to “days” are to calendar days unless Business Days are specified, and all monetary amounts are in Indian Rupees (INR);

(j)The terms “hereof”, “hereby”, “hereto”, “hereunder”, and similar terms shall refer to these Terms as a whole; and

(k)The Parties acknowledge that both Parties have had the opportunity to review these Terms; accordingly, no rule of strict construction will be used when interpreting these Terms.

2.1These Terms govern the purchase of Goods and/or Services by Buyer from Vendor under each Order. Each Order, together with these Terms, constitutes a separate and binding contract between the Buyer entity named in the Order and Vendor.

2.2Notwithstanding anything else contained in these Terms, Buyer reserves the right, at its sole discretion, to require a separate written agreement to be executed between it and Vendor for an Order irrespective of the value of such Order.

2.3An Order is binding on Buyer only if it is issued in writing through Buyer’s procurement or ERP system (or such other channel as Buyer designates in writing) by an Authorised Buyer Representative and bears a unique Order number. Buyer shall not be liable to pay for any Goods or Services supplied, or any cost incurred, (a) without a valid Order, (b) before the date of the Order, or (c) on the basis of oral instructions, emails or instructions given by personnel who are not Authorised Buyer Representatives, unless Buyer subsequently issues an Order expressly covering such supply and approved in accordance with Buyer’s delegation of authority. Every invoice must quote the Order number.

2.4Subject to Clause 2.15 in respect of IP Orders, Vendor shall be deemed to have accepted an Order and these Terms as incorporated in it, upon the earliest of:

(a)Vendor’s signature, written acknowledgement or electronic acceptance of the Order; or

(b)Vendor: (i) commencing performance, (ii) procuring materials for, or (iii) dispatching, any part of the Goods or Services, (iv) issuing an invoice against, or (v) accepting any payment under, the Order, or doing any other act in furtherance of the Order; or

(c)the expiry of 5 (five) Business Days from the date of issue of the Order, if Vendor has not rejected the Order in writing within 2 (two) Business Days of receipt of the Order and has no objection pending under Clause 2.5.

Buyer may withdraw any Order at any time before it is accepted (including deemed acceptance under sub-clause (c)), without any liability whatsoever.

2.5Any objection by Vendor to the price, quantity, Delivery Date or any other term of an Order must be raised in writing to the Authorised Buyer Representative within 2 (two) Business Days of receipt of the Order and before Vendor does any act described in Clause 2.4(b). An Order to which Vendor has so objected shall not be accepted (and, notwithstanding Clause 2.4(c), shall not be deemed accepted) until Buyer issues a Change Order or a revised Order confirming the revised term, or notifies Vendor in writing that the objection is rejected. Any objection or rejection raised after the expiry of such 2 (two) Business Day period shall be of no effect, and the Order shall be accepted in accordance with Clause 2.4. If Vendor does any act described in Clause 2.4(b) without having so objected, or after Buyer has rejected its objection, Vendor shall be deemed to have accepted the Order as issued. After acceptance, Vendor may not reject, cancel or vary the Order except as expressly permitted by these Terms.

2.6Subject to Clause 2.7 and Clause 2.8, these Terms are the only terms on which Buyer purchases Goods and Services. Any terms contained in Vendor’s quotation, proposal, acknowledgement, invoice, delivery note, website, portal, click-through or other document (including any term that limits liability, excludes or limits warranties, imposes minimum order quantities, restricts returns or cancellation, reserves title, or charges interest) are rejected and shall have no effect, even if Buyer’s personnel sign, click to accept, acknowledge or accept such document, or Buyer takes delivery of or pays for the Goods or Services.

2.7Order of Precedence in case of any conflict:

(a)In the event of any conflict or inconsistency between the documents forming the contract for an Order, the following order of precedence shall apply, highest first: (i) these Terms; (ii) the Order, including any Change Order, its Specifications and annexures; (iii) the Vendor Code of Conduct; (iv) Vendor’s executed vendor declaration form; and (v) any quotation of Vendor, but only to the extent expressly incorporated into the Order. Notwithstanding the foregoing: (A) in respect of Intellectual Property Rights in the Deliverables under an IP Order, any Deed of Assignment signed under Clause 2.15 shall prevail over these Terms; and (B) in respect of Confidential Information, where any non-disclosure agreement between the Parties and these Terms both apply, the provision that is more protective of Buyer shall prevail.

(b)Notwithstanding Clause 2.7(a): (i) the Order shall govern the commercial particulars that these Terms leave to it, namely description, quantity, Order Price, Delivery Date, Delivery Location, Milestones, Service Levels, Acceptance Criteria, payment period, Warranty Period and insurance, and any matter that these Terms state applies “unless the Order states otherwise” or “as stated in the Order”; and (ii) a special term in the Order shall override a provision of these Terms only if it expressly identifies the Clause it overrides, states that it overrides it, and has been approved by an Authorised Buyer Representative.

(c)No term of an Order, including any special term, shall reduce the rights of an MSE under Clause 7.3, Clause 7.9 or Clause 18.5 or under the MSMED Act.

(d)Any document that is not inconsistent shall be read together as complementary.

2.8A master services, supply or similar agreement shall govern an Order in place of these Terms only if it (a) has been executed by authorised signatories of Buyer and Vendor, (b) is in force on the date of the Order, and (c) expressly states that it governs Orders of that type, or the Order expressly refers to it. In that case the master agreement shall prevail over these Terms to the extent of any inconsistency, and these Terms shall apply to every matter that the master agreement does not address. Vendor’s standard terms, and any terms accepted by Buyer’s personnel on a Vendor website or portal, are not a master agreement.

2.9Buyer may at any time, by Change Order, change the quantity (increase or decrease by up to 30% (thirty per cent) of the quantity ordered), the Specifications, the Delivery Date, the Delivery Location, the Milestones or the packaging requirements of an Order. Vendor shall notify Buyer in writing within 2 (two) Business Days of receiving a proposed Change Order of any impact on the Order Price or Delivery Date, with supporting details, failing which it shall be deemed that there is no such impact. No adjustment to the Order Price or Delivery Date shall be effective unless included in a Change Order. Vendor shall not make any change to the Goods, the Services, the materials, the source of supply or the Delivery Date without a Change Order, and Vendor shall not be permitted unilaterally to extend the Delivery Date by any period. A Change Order issued within the scope of this Clause 2.9 shall bind Vendor upon issue, without any requirement for Vendor’s acceptance, and Vendor’s sole right in respect of it shall be to notify its impact in accordance with this Clause. Any change outside the scope of this Clause 2.9 shall require Vendor’s acceptance in accordance with Clause 2.14(e).

2.10Nothing in these Terms obliges Buyer to place any Order or to purchase any minimum quantity or value of Goods or Services. Any forecast provided by Buyer is a non-binding estimate. Buyer shall not be subject to any exclusivity, minimum volume or minimum spend obligation and is free at all times to procure identical or similar Goods and Services from any other Person.

2.11The Parties agree that Orders, Change Orders, acceptances, notices and these Terms may be issued, accepted and executed in electronic form, and that such electronic records are valid, binding and enforceable under the Information Technology Act, 2000 and shall not be denied enforceability merely because they are in electronic form or have not been physically signed. These Terms are published at the hyperlink stated in each Order, which identifies their version number and date, and are incorporated by reference into each Order. Vendor acknowledges that it has had access to, and the opportunity to read and download, these Terms before accepting any Order, and Buyer shall provide a copy on request. These Terms shall bind Vendor upon its acceptance of an Order in accordance with Clause 2.4, and, save as provided in Clause 2.13 and Clause 2.15, no separate signature or acceptance of these Terms by Vendor is required.

2.12Orders may be issued by Buyer or by any of its Affiliates. The contract in respect of an Order is between Vendor and the entity named as the purchaser in the Order, which alone shall be liable to pay for the Goods and Services under that Order. The liability of Buyer and its Affiliates shall be several and not joint, and Vendor shall have no claim against any other Affiliate of Buyer in respect of that Order. The benefit of all indemnities, warranties and other protections in these Terms extends to the Buyer Indemnitees (defined in Clause 13.1).

2.13Vendor’s execution of the vendor declaration form by Qualified Signature, and delivery of the documents listed in it, are conditions precedent to Vendor’s onboarding and to the issue of any Order to Vendor. By executing the vendor declaration form, Vendor agrees that these Terms, in the version stated in each Order, shall govern every Order that it accepts. Vendor shall keep the documents and declarations accurate and up to date, and shall notify Buyer in writing within 7 (seven) days of any change in its name, constitution, address, GST registration, PAN, bank account, Udyam classification or authorised signatories. Buyer may suspend or terminate Vendor’s onboarding at any time without liability. Notwithstanding the foregoing, where Vendor supplied Goods or Services to Buyer before the Effective Date, Buyer may issue Orders to Vendor for a transition period of 90 (ninety) days from the Effective Date before Vendor executes such vendor declaration form (as shared by Buyer), and each such Order shall be governed by these Terms upon its acceptance in accordance with Clause 2.4, save that Clause 2.15 shall continue to apply to every IP Order. After the transition period, Buyer shall have the right not to issue any further Order to such Vendor until Vendor has executed the vendor declaration form.

2.14Change Orders and authorised approvals:

(a)Any change to the price, scope, quantity, Specifications, Delivery Date, Delivery Location, Milestones, Service Levels or payment terms of an Order shall be made only by a Change Order issued through Buyer’s procurement or ERP system and approved by an Authorised Buyer Representative within the limits of Buyer’s delegation of authority.

(b)Vendor may propose a change in writing to Buyer’s contact named in the Order. A proposal shall have no effect unless and until a Change Order is issued.

(c)No email, chat message, oral instruction, meeting minute, site instruction, instruction from personnel who are not Authorised Buyer Representatives, Vendor invoice or course of dealing shall vary an Order. Any additional or different Goods or Services supplied without a Change Order are supplied at Vendor’s own risk and cost and shall not be payable.

(d)On Vendor’s request, Buyer shall confirm in writing the names or designations of the Authorised Buyer Representatives for Vendor’s Orders.

(e)Save for a Change Order issued within the scope of Clause 2.9 (which shall bind Vendor upon issue), a Change Order is accepted by Vendor in the manner set out in Clause 2.4. A Change Order that alters the Deliverables under an IP Order shall also be signed in accordance with Clause 2.15.

2.15IP Orders and approvals:

(a)Vendor shall not commence work under an IP Order until it has signed the IP Order, and, where Buyer so requires, the Deed of Assignment (substantially in the format provided by Buyer), by Qualified Signature.

(b)Acceptance of an IP Order by conduct under Clause 2.4(b) binds Vendor to that IP Order and these Terms, but the Parties agree that Vendor’s signature under Clause 2.15(a) is the written assignment for the purposes of Section 19 of the Copyright Act, 1957 and Section 30 of the Designs Act, 2000.

(c)Deliverables under an IP Order shall not be treated as delivered for the purposes of Clause 5, and no payment shall fall due for them, until Buyer has received the signed IP Order, the signed Deed of Assignment (where required) and the assignments and waivers from Vendor Personnel and subcontractors required by Clause 11.7.

(d)If Vendor commences work without signing, it shall sign within 2 (two) Business Days of Buyer’s request, and until it does so Vendor shall hold all Intellectual Property Rights in the Deliverables for the sole benefit of Buyer, shall not use, license or assign them to any other Person, and grants Buyer an irrevocable, perpetual, worldwide, royalty-free licence to use them for any purpose.

3.1Vendor shall supply the Goods and perform the Services strictly in accordance with the Order, the Specifications, these Terms, Applicable Law (including applicable Bureau of Indian Standards requirements and quality control orders) and good industry practice.

3.2Where the Order specifies an approved sample, prototype or pre-production approval, all Goods supplied shall be identical to it in material, quality, appearance and performance. Vendor shall not change the materials, components, formulation, manufacturer, place of origin, manufacturing process, packaging or labelling of any Goods without Buyer’s prior written approval.

3.3Vendor shall perform the Services with due skill, care and diligence, using suitably qualified, trained and experienced Vendor Personnel. Each Order for Services shall set out, or annex: (a) the scope of the Services and the Deliverables; (b) the Specifications; (c) the Milestones and their dates; (d) the Service Levels and any service credits; (e) the completion evidence that Vendor must provide, such as completion reports, attendance or training records, sign-off sheets, photographs or system logs; and (f) the Acceptance Criteria. Where any of these is not stated in the Order, Vendor shall perform in accordance with Buyer’s reasonable written requirements notified before performance and good industry practice. Failure to meet the Service Levels shall be a breach of these Terms. Any service credits stated in the Order are an adjustment to the Order Price reflecting the reduced value of the Services and are without prejudice to Buyer’s other rights. Vendor shall promptly re-perform, at its own cost, any Services that do not conform to the Order.

3.4Vendor shall be solely responsible for the control and supervision of Vendor Personnel. Where Vendor Personnel attend Buyer Premises, or (only where expressly authorised by Buyer in writing) the premises of any Customer, Vendor shall ensure that they:

(a)have completed identity verification and police or other background verification satisfactory to Buyer before they are given access;

(b)carry valid photo identification at all times and comply with Buyer’s access, security, safety and conduct policies as communicated to Vendor;

(c)conduct themselves courteously and professionally, and do not harass, threaten, discriminate against or otherwise misbehave towards any Expert, Customer, employee or visitor;

(d)do not access any area, system, record or data that is not necessary for performing the Order;

(e)do not photograph, record, copy or remove any document, data, property or information of Buyer, any Expert or any Customer without Buyer’s prior written permission; and

(f)are not below eighteen (18) years of age, and are not under the influence of alcohol or drugs or in possession of any weapon or prohibited item while on such premises.

3.5Buyer may require Vendor to remove any Vendor Personnel from any assignment relating to Buyer at any time without giving reasons, and Vendor shall promptly replace such Vendor Personnel at its own cost. Vendor shall report to Buyer, within 24 (twenty-four) hours, any accident, injury, theft, misconduct or complaint involving Vendor Personnel in connection with an Order.

3.6Vendor shall not, without Buyer’s prior written consent, subcontract or delegate any portion of the Goods or Services, including to any of its Affiliates. Vendor shall remain fully responsible for the acts, omissions, work and compliance of any subcontractor as if they were its own, shall be solely responsible for all payments to its subcontractors, and represents and warrants that it and each of its subcontractors hold all licences and permits necessary under Applicable Law, including the Occupational Safety, Health and Working Conditions Code, 2020 and the rules made thereunder, where applicable.

3.7Vendor shall, at its own cost, monitor and remain compliant with all changes in Applicable Law, including those particular to its industry, that may affect the supply of the Goods or Services. No change in the Order Price shall take effect on account of any change in Applicable Law unless agreed in writing by Buyer.

3.8Vendor shall promptly notify Buyer in writing of any anticipated delay, shortage, supply-chain constraint, regulatory issue or other circumstance that may affect delivery or performance, and shall provide such status updates and information as Buyer may reasonably request.

3.9Vendor warrants, and shall disclose to Buyer in writing before accepting any Order, any employment, family, financial or other relationship between Vendor, its directors, key personnel or beneficial owners, and any director, officer, employee or Expert of Buyer or its Affiliates. Buyer may cancel any Order and recover its Losses if Vendor fails to make such disclosure.

4.1Time is of the essence. Vendor shall deliver complete Goods, and complete the Services, at the Delivery Location on or before the Delivery Date, during Buyer’s working hours (unless otherwise agreed) and in accordance with Buyer’s delivery instructions. Buyer may refuse or reject any early, late, partial or excess delivery. Goods delivered before the Delivery Date or in excess of the quantity ordered may be returned or held at Vendor’s risk and expense, and the excess shall not be payable.

4.2Vendor shall pack the Goods so as to prevent damage and deterioration in transit and storage. Each consignment shall be marked and labelled with the Order number, description, quantity, batch or lot number, date of manufacture and expiry (where applicable) and all declarations required under the Legal Metrology (Packaged Commodities) Rules, 2011 and other Applicable Law, and shall be accompanied by a delivery challan or packing list, a valid tax invoice, an e-way bill (where applicable), test or conformity certificates, safety data sheets (for chemicals and hazardous items), warranty cards and user instructions. Vendor shall ensure that its packaging complies with the Plastic Waste Management Rules, 2016 and other applicable extended producer responsibility requirements.

4.3Unless the Order expressly states otherwise, all deliveries are on a delivered-at-place basis, and the Order Price includes packing, freight, transit insurance, loading and unloading, handling, installation and commissioning (where applicable), customs and all other charges to the Delivery Location.

4.4If Vendor fails to deliver the Goods, complete the Services or achieve a Milestone by the applicable date, for any reason other than Buyer’s default or an event of Force Majeure that Vendor has notified in accordance with Clause 15, Vendor shall pay to Buyer liquidated damages at the rate of 0.5% of the Order Price of the delayed Goods, Services or Milestone for each day or part of a day of delay, subject to a maximum of 5% of the Order Price of the affected Goods or Services. The Parties agree that these liquidated damages are a genuine pre-estimate of the loss that Buyer would suffer from delay (including operational disruption, Expert idle time and impact on Customer service), which is difficult to quantify, and constitute reasonable compensation within the meaning of Section 74 of the Indian Contract Act, 1872. Buyer may deduct liquidated damages from any amount payable to Vendor. The payment of liquidated damages shall not relieve Vendor of its obligation to deliver. Liquidated damages shall be Buyer’s sole monetary remedy for delay, and Buyer shall not claim under Clause 13.1 for Losses caused by delay alone, without prejudice to Buyer’s rights to reject late Goods or Services under Clause 5.2(e), to terminate the Order under Clause 14.3, and to recover the excess cost of procuring substitute Goods or Services under Clause 14.6(e). Liquidated damages paid or deducted shall count towards the Vendor Liability Cap.

4.5Risk of loss of or damage to the Goods shall remain with Vendor until the Goods have been delivered to the Delivery Location and Accepted in accordance with Clause 5, and risk in any rejected Goods shall revert to Vendor on notice of rejection. Vendor shall insure the Goods in transit for their full replacement value. Signature by Buyer’s personnel on any delivery challan or carrier receipt acknowledges receipt of packages only, and not the contents, quantity or condition of the Goods.

4.6Title to the Goods shall pass to Buyer on the earlier of delivery and payment, free from all liens, charges, encumbrances, retention-of-title and third-party claims. Title to all materials, work-in-progress, tooling, moulds, dies, screens, artwork and designs that are bespoke to Buyer, or for which Buyer has paid, shall vest in Buyer upon payment.

4.7Buyer Materials shall remain the property of Buyer at all times. Vendor shall use them solely for the Order, bear the risk of their loss or damage while in its custody, insure them, keep them segregated and clearly identified as Buyer’s property, and return or destroy them (with a written certificate of destruction) on Buyer’s request. Vendor shall have no lien over any Buyer Materials.

4.8Where any Goods are imported, Vendor shall be responsible for all import compliance, licences, customs clearance and duties, and shall deliver the Goods duty-paid, unless the Order expressly provides otherwise.

4.9Vendor shall be responsible for the acts, omissions and compliance of every carrier, logistics partner and other third party it uses to deliver the Goods, and the provisions of Clause 3.4 shall apply to their personnel when at Buyer Premises.

5.1Buyer shall have a period of 15 (fifteen) Business Days from delivery (or, where applicable, from completion of installation or performance) to inspect and test the Goods and Services (the “Inspection Period”). Acceptance shall occur only upon written confirmation by Buyer or the expiry of the Inspection Period without a written objection from Buyer. Where Vendor is an MSE, Buyer shall communicate any written objection to Vendor within 15 (fifteen) days from the day of delivery or performance, as contemplated by the MSMED Act, failing which the Goods or Services shall be deemed accepted on the day of delivery or performance for the purposes of the MSMED Act (without prejudice to Clause 5.6 and Clause 6). Delivery, receipt, signature of a delivery challan, payment, use or resale of the Goods shall not constitute Acceptance or a waiver of any right of Buyer.

5.2Buyer may reject all or any part of the Goods or Services that:

(a)do not conform to the Order, the Specifications, any approved sample, these Terms or Applicable Law;

(b)are defective, damaged, expired, or have less than the minimum remaining shelf-life required under these Terms;

(c)are counterfeit, used, refurbished or not genuine;

(d)are short-delivered, over-delivered, or incorrectly packed, labelled or documented;

(e)are delivered after the Delivery Date; or

(f)fail any test or sampling inspection, in which case Buyer may reject the entire lot or batch from which the sample was drawn.

5.3On rejection, Buyer may, at its option and without prejudice to its other rights, require Vendor by written notice and at Vendor’s cost to: (a) replace the rejected Goods or re-perform the rejected Services within 7 (seven) Business Days unless extended by Buyer upon Vendor’s written request; (b) repair the Goods; (c) refund the Order Price already paid for the rejected Goods or Services within 7 (seven) days unless extended by Buyer upon Vendor’s written request; or (d) accept the Goods or Services subject to an equitable reduction in the Order Price. If Vendor fails to act promptly, Buyer may procure substitute Goods or Services from a third party and recover the additional cost from Vendor.

5.4Rejected Goods shall be held at Vendor’s risk. Vendor shall collect them within 7 (seven) days of the notice of rejection, failing which Buyer may return them at Vendor’s cost or (in the case of Goods that bear the Snabbit Marks or that are unsafe) dispose of them, and may recover storage and disposal costs from Vendor. No payment is due for rejected Goods or Services, and any amount already paid shall be refunded within 7 (seven) days or may be set off by Buyer.

5.5The costs of inspection, re-testing and independent laboratory testing of Goods that fail to conform shall be borne by Vendor.

5.6Acceptance shall not limit Buyer’s rights in respect of latent or hidden defects, or under the warranties and indemnities in these Terms or any statutory right.

5.7If 2 (two) or more deliveries from Vendor are rejected in any rolling period of 90 (ninety) days, Buyer may cancel all outstanding Orders and suspend or blacklist Vendor in accordance with Clause 14.7.

5.8Acceptance of Services, Milestones and Deliverables:

(a)On completing any Service, Milestone or Deliverable, Vendor shall submit to Buyer the completion evidence required by the Order.

(b)Within the Inspection Period, Buyer shall assess the Service, Milestone or Deliverable against the Acceptance Criteria and either confirm Acceptance in writing or notify Vendor of the non-conformities.

(c)Vendor shall remedy the non-conformities and resubmit within 7 (seven) Business Days, and Clause 5.8(b) shall apply again. If the Service, Milestone or Deliverable fails to meet the Acceptance Criteria on 2 (two) resubmissions, Buyer may exercise its rights under Clause 5.3 or terminate the Order under Clause 14.3(a).

(d)Acceptance of a Milestone shall not constitute Acceptance of the Services or Deliverables as a whole, which shall occur only on final Acceptance against the Acceptance Criteria for the complete Order.

(e)Where Vendor is an MSE, the 15 (fifteen) day objection period and deemed acceptance in Clause 5.1 shall apply for the purposes of Clause 5.8(b).

6.1Vendor represents, warrants and undertakes that all Goods shall:

(a)conform to the Order, the Specifications and any approved sample;

(b)be new, unused, genuine and of merchantable quality, and free from defects in design, materials and workmanship;

(c)be fit for the purposes for which such Goods are ordinarily used and any purpose made known to Vendor in the Order, including use by Experts in the course of rendering services at Customers’ homes and use at Buyer Premises;

(d)be safe, non-toxic and free from risk to health and safety when used in accordance with their instructions, free from harmful substances beyond permitted limits, and accompanied by adequate instructions and warnings;

(e)comply with Applicable Law, including applicable Bureau of Indian Standards requirements and quality control orders, the Legal Metrology Act, 2009 and rules, the Consumer Protection Act, 2019, and applicable hazardous substances, electronic waste and labelling requirements;

(f)not be counterfeit, grey-market, stolen or sourced in violation of Applicable Law;

(g)be delivered with good and marketable title, free from all encumbrances;

(h)not infringe the Intellectual Property Rights of any Person; and

(i)have, on delivery, not less than 75% (seventy-five per cent) of their total shelf-life remaining (where they have a shelf-life).

6.2Vendor represents, warrants and undertakes that all Services and Deliverables shall be performed and produced with due skill, care and diligence, in accordance with the Order, free from defects, original (or properly licensed) and non-infringing, and compliant with Applicable Law.

6.3Vendor further represents, warrants and undertakes that:

(a)it is duly incorporated or constituted and validly existing under Applicable Law, and has full power, capacity and authority to enter into and perform these Terms and each Order;

(b)it holds, and shall maintain throughout the term of each Order, all registrations, licences, permits and approvals required by Applicable Law, including GST and PAN registration and, where applicable, Udyam registration;

(c)all information, documents and declarations furnished by it to Buyer are true, complete and not misleading;

(d)except as disclosed to Buyer in writing, there is no litigation, investigation, insolvency or resolution proceeding, blacklisting, debarment or regulatory action pending or threatened against it that could affect its ability to perform;

(e)neither it nor, to its knowledge, its beneficial owners, directors or controlling persons is a sanctioned person, or has been convicted of any offence involving fraud, corruption or moral turpitude;

(f)it has, and shall maintain, the financial, technical and personnel capacity to perform each Order; and

(g)the execution and performance of these Terms does not breach any other agreement or obligation binding on it.

6.4The warranty period for Goods and Services shall be 12 (twelve) months from the date of Acceptance (or, in the case of equipment and hardware, 24 (twenty-four) months from the date of Acceptance), or such longer period as is offered by the manufacturer or stated in the Order, whichever is longest (the “Warranty Period”). Repaired or replaced Goods shall carry a fresh Warranty Period from the date of repair or replacement. Vendor shall pass through to Buyer the benefit of all manufacturer warranties.

6.5During the Warranty Period, Vendor shall, within 7 (seven) Business Days of notice from Buyer and at its own cost (including transport, labour, replacement and re-installation), repair or replace any defective Goods or re-perform any defective Services. If Vendor fails to do so, Buyer may rectify the defect itself or through a third party and recover the cost from Vendor. Where a defect is systemic or affects a batch or lot, Vendor shall replace the entire affected batch or lot.

6.6Vendor shall:

(a)maintain batch and lot traceability records for the Goods for not less than 3 (three) years or any longer period required by Applicable Law;

(b)notify Buyer within 24 (twenty-four) hours of becoming aware of any defect, contamination, safety concern, complaint, regulatory notice or recall affecting any Goods supplied to Buyer;

(c)if Buyer reasonably believes any Goods are unsafe or non-compliant, recall, withdraw or quarantine such Goods as directed by Buyer and cooperate fully, and bear all costs of the recall, including replacement, logistics, communications, refunds and compensation to Customers or Experts, medical expenses and regulatory costs; and

(d)not make any public statement regarding any such matter, it being agreed that Buyer shall control all communications with Customers, Experts, regulators and the media, in consultation with Vendor where practicable.

6.7The warranties in this Clause are in addition to any warranties implied by law and survive delivery, Acceptance, payment, and the expiry or termination of the Order.

6.8Buyer has entered into these Terms and each Order in reliance upon the representations, warranties, declarations and undertakings made by Vendor in these Terms, and in any Order (the “Vendor Assurances”), each of which is true, accurate, complete and not misleading as of the date on which Vendor executes the vendor declaration form or accepts the relevant Order, and shall remain so throughout the term of each Order, as applicable. Vendor acknowledges that the Vendor Assurances are material and fundamental to Buyer’s decision to enter into these Terms and each Order. Any material inaccuracy, falsity or breach of a Vendor Assurance shall entitle Buyer to terminate any or all Orders with immediate effect and to pursue all remedies available under Applicable Law. To the extent permitted by Applicable Law, where any Vendor Assurance is established to have been false or materially misleading when made, Buyer shall be entitled to seek a declaration that the relevant Order is void ab initio or, at Buyer’s election, to rescind it under Section 19 of the Indian Contract Act, 1872, and in either case to recover all amounts paid under it together with its Losses.

7.1The Order Price is fixed and firm for the duration of the Order and is not subject to escalation, surcharge, fuel or currency adjustment, or any change in the cost of materials or labour. The Order Price is inclusive of all charges, costs, duties and expenses, other than GST, which shall be shown separately on the invoice. No additional charges or expenses shall be payable unless approved by Buyer in writing in advance. Vendor warrants that the prices charged to Buyer are no less favourable than those it offers to any comparable customer for comparable Goods or Services and volumes.

7.2Vendor shall invoice Buyer only after delivery and Acceptance (or on achievement of a Milestone, where the Order so provides). Each invoice shall: (a) be a valid tax invoice under the Central Goods and Services Tax Act, 2017 and the rules made thereunder, bearing an Invoice Reference Number and QR code where e-invoicing is applicable; (b) be addressed to the Buyer entity named in the Order, bearing the correct GSTIN and place of supply stated in the Order; (c) quote the Order number, HSN or SAC code, quantity, rate and GST break-up; (d) be accompanied by the delivery challan, acceptance or goods receipt note and other supporting documents; and (e) state Vendor’s PAN, GSTIN and bank details matching its onboarding records. Buyer may return any non-compliant invoice, and the payment period shall not commence until a compliant invoice is received. Buyer may extend the payment period under Clause 7.3 by up to 30 (thirty) additional days for any invoice submitted more than 60 (sixty) Business Days after delivery or performance, or after the end of the financial year in which the Goods were delivered or the Services performed, provided that, in respect of an MSE, no such extension shall cause the payment period to exceed the period permitted under Clause 7.3.

7.3Buyer shall pay undisputed amounts within 45 (forty-five) days from the later of receipt of a valid invoice and Acceptance, or such other period as is stated in the Order. Where Vendor is an MSE and has disclosed its status in accordance with Clause 7.4, then, notwithstanding anything in the Order (including any special term under Clause 2.7(b)) or in any Change Order, the payment period shall in no event exceed 45 (forty-five) days from the day of Acceptance or deemed acceptance, as required by Section 15 of the MSMED Act, and any longer period stated in the Order shall be deemed reduced accordingly. Nothing in Clause 7.2, Clause 7.7, Clause 7.8 or Clause 8.2 shall extend such period in respect of any amount payable to an MSE, save to the extent of a written objection made by Buyer under Clause 5.1 or Clause 5.8(b). Payment shall be made by electronic transfer to the bank account of Vendor, held in Vendor’s own name, recorded in Buyer’s onboarding records, and the date on which the transfer is initiated shall be the date of payment.

7.4Vendor shall state in its vendor declaration form (and keep updated in its onboarding records) whether it is a micro, small or medium enterprise or otherwise (including a trader), together with its Udyam registration number, and shall notify Buyer in writing within 7 (seven) days of any change in its classification or lapse of its registration. Buyer is entitled to rely on Vendor’s declaration. If Vendor fails to make the disclosure or makes an incorrect disclosure, Vendor shall indemnify Buyer against all Losses arising therefrom, including any tax consequences. Buyer may share Vendor’s details with governmental authorities to the extent required for statutory filings. A Vendor registered as a retail or wholesale trader shall not be treated as an MSE for the purposes of Clause 7.3.

7.5No advance payment shall be made unless the Order expressly provides for it. Any advance paid by Buyer shall be refundable, and shall be held by Vendor solely for the relevant Order. If the Order is cancelled, terminated or not fully performed, Vendor shall refund the unadjusted advance within 7 (seven) days of Buyer’s demand (unless extended by Buyer), together with interest at 12% per annum until the date of refund, calculated (i) where the Order is terminated under Clause 14.3, from the date of the advance, and (ii) in every other case, only if the advance is not refunded within such 7 (seven) day period (or any extension of it), from the date of Buyer’s demand. Buyer may require a bank guarantee or other security for any advance in the form and for the amount stated in the Order.

7.6Buyer shall deduct tax at source, collect tax and make any other withholding required under the Income-tax Act, 1961 or the Income-tax Act, 2025, as applicable, and other Applicable Law. Amounts so deducted and deposited with the government shall be treated as having been paid to Vendor, and Buyer shall make the corresponding credit available to Vendor through the prescribed statements. Vendor shall furnish a valid and operative PAN and, where applicable, any lower or nil deduction certificate. If Vendor’s PAN is invalid, inoperative or not furnished, or Vendor is otherwise subject to a higher rate of deduction, the higher rate shall apply and the resulting shortfall shall be for Vendor’s account.

7.7Vendor shall: (a) maintain a valid GST registration and charge GST at the correct rate and classification; (b) issue invoices, credit notes and debit notes within the time and in the manner required by Applicable Law; (c) file all GST returns (including GSTR-1 or the Invoice Furnishing Facility) by the due date so that each invoice is duly reflected in Buyer’s GSTR-2B or other auto-populated statement; (d) deposit with the government all GST collected from Buyer; (e) comply with e-invoicing and e-way bill requirements; and (f) notify Buyer immediately if its registration is cancelled or suspended or if it opts for the composition scheme or otherwise ceases to be eligible to charge GST. If Buyer is denied, restricted or required to reverse input tax credit (together with any interest and penalty) on account of any act or omission of Vendor, Vendor shall reimburse Buyer for the GST amount and all interest, penalty and costs within 7 (seven) days of demand. Buyer may withhold the GST component of any invoice until Vendor evidences filing of its returns and reflection of the invoice in Buyer’s GSTR-2B, and may set off any such amount in accordance with Clause 7.8.

7.8Buyer may withhold or set off against any amount payable to Vendor (under any Order or any other agreement with Buyer or its Affiliates) any amount owed by Vendor to Buyer or its Affiliates, including liquidated damages, refunds, costs and Losses. Buyer may also withhold payment, in whole or in part, for Goods or Services that do not meet the requirements of the Order, for any amount that it disputes in good faith, for any amount affected by a discrepancy identified in an audit under Clause 16 until that discrepancy is resolved, or until Vendor produces the proof of compliance required under Clause 8.2. Non-payment in such circumstances shall not constitute a default or breach by Buyer. In the event of a dispute, Buyer shall pay the undisputed amount, and the Parties shall cooperate to resolve the disputed amount at the earliest.

7.9No interest, late payment charge, penalty, damages or other consequence of any nature shall accrue or be payable by Buyer on account of any delay in the processing or payment of any invoice, except for interest (if any) that Buyer is mandatorily required to pay to an MSE under Section 16 of the MSMED Act.

7.10Vendor shall be solely responsible for all Taxes on its income, gross receipts, property and personnel, and for all other Taxes arising from the supply of the Goods and Services (other than GST properly charged on a valid invoice and paid by Buyer), and shall indemnify Buyer against any such Taxes, interest, penalties and costs that may be assessed against Buyer. Buyer shall not be responsible for any Taxes based on Vendor’s net income or gross receipts or on Vendor doing business in any jurisdiction.

7.11Buyer shall pay only to the bank account recorded in Vendor’s onboarding records. Any change shall require a written request on Vendor’s letterhead signed by its authorised signatory, accompanied by a cancelled cheque or bank letter, and verified by Buyer by a call-back to a pre-registered contact; Buyer shall not be obliged to act on emailed instructions without such verification. Payment to the account on record shall fully discharge Buyer’s payment obligation, and Vendor shall bear all losses arising from any compromise of its systems, spoofed communications or unauthorised changes that were not verified by Buyer.

7.12Vendor shall refund any overpayment, duplicate payment or mistaken payment within 7 (seven) days of notice, failing which Buyer may set it off against any other amount payable. No payment by Buyer shall constitute Acceptance, an admission of liability or a waiver of any right.

8.1Vendor shall, and shall ensure that its Affiliates and Vendor Personnel shall, comply with all Applicable Law in connection with the supply of the Goods and Services, including laws relating to tax, labour and employment, social security, health and safety, environment, product safety and quality, packaging and labelling, legal metrology, consumer protection, competition, data protection, anti-corruption and customs, and shall obtain and maintain at its own cost all licences, registrations, permits and certifications required for such supply. Vendor shall provide copies of the same to Buyer on request.

8.2Vendor is the sole employer of Vendor Personnel and shall pay all wages (not less than the statutory minimum), bonus, overtime, provident fund, employees’ state insurance, gratuity and all other compensation, contributions and benefits, on time and in accordance with Applicable Law, including the Code on Wages, 2019, the Code on Social Security, 2020, the Industrial Relations Code, 2020 and the Occupational Safety, Health and Working Conditions Code, 2020, and the rules made thereunder, as applicable. Vendor shall hold all registrations and licences required for the engagement of contract labour. On request (and, where Vendor Personnel work at Buyer Premises, as a condition of payment) Vendor shall furnish proof of such compliance, including wage registers, provident fund and insurance challans and returns. Buyer may withhold payment until such proof is furnished, and may pay any statutory dues directly and recover them from Vendor. Vendor Personnel shall have no claim against Buyer for employment, regularisation, wages or benefits, and Vendor shall indemnify Buyer against every such claim, including any claim made against Buyer as principal employer or otherwise.

8.3Vendor shall not engage or use child labour, forced labour, bonded labour or trafficked persons, shall not employ any person below the minimum age prescribed under the Child and Adolescent Labour (Prohibition and Regulation) Act, 1986, shall not discriminate in employment, and shall ensure that its own suppliers observe the same standards. Buyer may audit Vendor’s compliance with this Clause.

8.4Vendor represents that, where applicable, it has formulated, circulated and published to all its employees, service providers, contractors and associates a policy on the prevention of sexual harassment that complies with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. If any Vendor Personnel are accused of any offence involving violence, theft, cheating, criminal breach of trust, criminal intimidation or any sexual offence under the Bharatiya Nyaya Sanhita, 2023 (or its successor enactment) or of any conduct in the nature of sexual harassment, whether or not such conduct constitutes an offence under the Bharatiya Nyaya Sanhita, 2023 or sexual harassment under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, Buyer shall have the right to terminate the relevant Order, and any other Order, with immediate effect, to require the immediate removal of the individual concerned, and to claim damages for any Losses suffered by Buyer, its employees, Experts, Customers or visitors, without prejudice to any criminal liability of the individual under Applicable Law.

8.5Vendor shall, and shall ensure that its Affiliates, directors, officers, employees, agents, contractors and other persons acting on its behalf shall, comply with all applicable anti-bribery and anti-corruption laws, including the Prevention of Corruption Act, 1988, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010 and the anti-corruption laws of every jurisdiction in which Vendor or Buyer is incorporated or operates or which otherwise apply to any Order (“Anti-Corruption Laws”), and Buyer’s Anti-Bribery and Anti-Corruption Policy as communicated to Vendor. None of such persons shall, directly or indirectly, offer, promise, authorise, give, solicit or accept any payment, gift, hospitality, commission, rebate, benefit or anything of value (including any facilitation payment), or acquiesce in any such act, whether involving a public official or a private Person, for any improper purpose or in violation of Applicable Law. Without limitation, Vendor shall not offer any gift, hospitality or benefit to any employee or representative of Buyer or its Affiliates or to any Expert in connection with any Order, or pay any commission or rebate to any such person. Vendor shall maintain adequate controls and accurate records to ensure such compliance and shall promptly notify Buyer of any actual or suspected violation. A breach of this Clause shall entitle Buyer to suspend any payment due to Vendor, to terminate all Orders with immediate effect, to recover all amounts paid under the affected Orders and its Losses, and to report the matter to the relevant authorities.

8.6Vendor shall comply with all applicable anti-money laundering, counter-terrorist financing, anti-proliferation financing and economic sanctions laws and regulations, including those implementing the recommendations of the Financial Action Task Force (“Sanctions Laws”). Vendor confirms that neither it nor, to its knowledge, its beneficial owners, directors or controlling persons is subject to sanctions imposed by the United Nations, India, the United States, the United Kingdom or the European Union, or is owned or controlled by any such sanctioned person. Vendor shall immediately notify Buyer of any actual or suspected breach of this Clause.

8.7Vendor shall carry out the supply in a manner that is safe for people and the environment, shall comply with Buyer’s site safety rules, and shall provide its personnel with appropriate training and protective equipment. For all chemicals, cleaning products and hazardous items, Vendor shall supply safety data sheets and handling instructions with all required hazard warnings. Vendor shall comply with the E-Waste (Management) Rules, 2022, the Plastic Waste Management Rules, 2016, the Battery Waste Management Rules, 2022 and other applicable environmental and waste rules, and any extended producer responsibility obligations applicable to Vendor as a producer, importer or brand owner shall remain Vendor’s own responsibility.

8.8Without limiting the applicability of Clauses 8.1 to 8.7, Vendor shall, and shall ensure that its Affiliates, Vendor Personnel and subcontractors shall:

(a)keep complete and accurate books and records, ensure that every invoice, claim and report submitted to Buyer is accurate, complete, itemised and supported by documents, and not split any invoice, or request the splitting of any Order, to avoid any approval requirement of Buyer;

(b)not commit or facilitate tax evasion, and maintain reasonable procedures to prevent its personnel from doing so;

(c)comply with the Competition Act, 2002, and not engage in bid-rigging, cartel conduct, or the exchange with competitors of competitively sensitive information (including prices, costs and bid terms) relating to any Order or tender of Buyer;

(d)ensure that all statements and representations made to Buyer are true and complete and are made by persons authorised by Vendor, and not involve Buyer, directly or indirectly, in any dispute between Vendor and any third party;

(e)respect the freedom of movement, freedom of association and right to collective bargaining of its workers in accordance with Applicable Law, and maintain a grievance mechanism through which its workers may raise concerns without fear of retaliation;

(f)maintain reasonable controls to detect money laundering and terrorist financing risks in its business relationships, and provide on request the documents that Buyer reasonably requires for its own compliance checks under Clause 8.6;

(g)cooperate with any assessment by Buyer or its nominee of Vendor’s compliance with this Clause 8, and implement any corrective action plan agreed with Buyer within the time stated in it;

(h)report to Buyer at [infosec@snabbit.com] or through the other reporting channels stated in the Vendor Code of Conduct, in good faith and on a reasonable basis, any actual or suspected breach of this Clause 8 or of Applicable Law in connection with any Order, whether by Vendor or by any other Person dealing with Buyer; and

(i)provide to Buyer, on request, accurate environmental, social and governance information relating to its operations, including energy and water consumption, waste, workforce, training, health and safety and welfare data, to enable Buyer to meet its reporting and disclosure requirements.

Without limiting Clause 8.10, Vendor shall also comply with any other policy of Buyer that is communicated to it in writing before or after acceptance of the relevant Order and is expressly stated to apply to vendors. A material breach of this Clause 8.8 shall be a material breach of these Terms for the purposes of Clause 14.3(a).

8.9Vendor shall notify Buyer in writing within 7 (seven) days of: (a) any change in its control, ownership, directors or senior management; (b) the commencement of any insolvency, winding-up or resolution proceeding under the Insolvency and Bankruptcy Code, 2016 or similar law; (c) any government investigation, enforcement action, blacklisting or material litigation relating to Vendor or the Goods or Services; (d) the loss or suspension of any licence or registration; and (e) any other event that may materially affect its ability to perform an Order. Following any change under paragraph (a), Vendor shall, on Buyer’s request, re-submit the declaration and documents as requested by Buyer, without prejudice to Clause 14.3(f).

8.10Vendor Code of Conduct. Vendor shall comply, and shall ensure that its Affiliates, Vendor Personnel and subcontractors comply, with the Vendor Code of Conduct, which is incorporated by reference into these Terms and each Order. Subject to the remainder of this Clause, each Order shall be governed by the version of the Vendor Code of Conduct stated in it or, if no version is stated, the version published on Buyer’s website on the date of that Order. Buyer may revise the Vendor Code of Conduct by publishing a revised version, bearing a new version number and date, and by giving written notice of it to Vendor in accordance with Clause 19.4. A revised version shall apply to all Orders issued after such notice and to Orders then outstanding from the thirtieth (30th) day after such notice, provided that no revision shall apply to Goods delivered or Services performed before it takes effect. In the event of any conflict between the Vendor Code of Conduct and these Terms or an Order, Clause 2.7 shall apply. A material breach of the Vendor Code of Conduct shall be a material breach of these Terms for the purposes of Clause 14.3(a).

9.1This Clause applies to the extent that Vendor accesses, receives or otherwise processes any Personal Data or other data of Buyer, Experts, Customers or Buyer’s personnel, or accesses any system of Buyer, in connection with an Order.

9.2Vendor shall comply with all applicable data protection laws, including the Digital Personal Data Protection Act, 2023 and the rules made thereunder, and with Buyer’s privacy policy and information security requirements as notified from time to time. Vendor shall process Personal Data received from or on behalf of Buyer solely as a data processor, only on Buyer’s documented instructions and only for the purposes of the Order. Vendor shall not use such data for its own purposes, or for profiling, analytics, marketing, model training or any secondary purpose, shall not sell or disclose it to any Person, shall not appoint any sub-processor without Buyer’s prior written consent, and shall implement appropriate technical and organisational security safeguards, including encryption of all Personal Data in transit and at rest and restriction of access strictly on a need-to-know basis. Vendor shall maintain logs of all access to and processing of such Personal Data for not less than 1 (one) year, or such longer period as Applicable Law requires, and shall provide them to Buyer on request.

9.3Vendor shall notify Buyer at [infosec@snabbit.com] of any actual or suspected personal data breach or information security incident without undue delay and in any event within 3 (three) hours of becoming aware of it, with a detailed written report to follow within 24 (twenty-four) hours. Vendor shall cooperate fully in the investigation and remediation of the incident and in any notification to the Data Protection Board of India, the Indian Computer Emergency Response Team (including within the timelines prescribed under the directions issued by it) or affected individuals, and shall bear all costs of investigation, notification and remediation.

9.4Vendor shall store, process and host all Personal Data received from or on behalf of Buyer exclusively on servers and infrastructure located within the territory of India, including all copies, replicas, backups, archives, logs, caches and disaster-recovery instances. Vendor shall not transfer, transmit, permit access to or otherwise make available any such data outside India without Buyer’s prior written consent, which Buyer may withhold at its sole discretion, and any consented transfer shall comply with the Digital Personal Data Protection Act, 2023 and any restrictions notified by the relevant government authority. On request, Vendor shall furnish evidence of the location of all systems storing such data and permit Buyer or its nominated auditor to verify compliance.

9.5Vendor shall not at any time (whether during or after the term of any Order) contact, solicit or market to any Expert or Customer using any data or contact details obtained in connection with an Order, and shall not retain any copy of the same after completion of the Order.

9.6Where the Goods or Services comprise software, hardware, information technology or cloud services, Vendor shall in addition: (a) comply with Buyer’s information security policy as shared with Vendor; (b) promptly apply all security patches and updates; (c) ensure that the Goods and Services contain no malicious code, back-doors or undisclosed data collection; (d) remediate vulnerabilities promptly and permit security assessments by Buyer; and (e) not auto-renew any subscription or licence, or increase any fee, without Buyer’s prior written consent.

9.7On completion or termination of the Order, or earlier on Buyer’s request, Vendor shall, within 7 (seven) days, return or securely delete all data of Buyer in its possession and certify in writing that it has done so, save to the extent retention is required by Applicable Law or Clause 16.1 and notified to Buyer in writing, and any data so retained shall remain subject to this Clause 9 for so long as it is retained.

10.1Vendor shall keep all Confidential Information strictly confidential, shall use it solely for the purpose of performing the relevant Order, and shall not disclose it to any Person other than Vendor Personnel who need to know it for that purpose and who are bound by written obligations of confidentiality no less stringent than those in these Terms. Vendor shall protect Confidential Information with at least the same degree of care as it uses for its own confidential information, and in any event not less than reasonable care, and shall be liable for any breach of this Clause by any Person to whom it discloses Confidential Information.

10.2Exceptions. Confidential Information does not include information that Vendor can demonstrate by written records:

(a)is or becomes publicly available other than through a breach of these Terms;

(b)was lawfully known to Vendor, free of any obligation of confidence, before it was disclosed by Buyer;

(c)was independently developed by Vendor without use of or reference to Confidential Information; or

(d)was lawfully received by Vendor from a third party who was not under any obligation of confidence in respect of it.

10.3If Vendor is required by Applicable Law, a court or a regulator to disclose any Confidential Information, it shall (where lawful) give Buyer prompt prior written notice, disclose only the minimum information required, and cooperate with Buyer, at Buyer’s cost, in seeking a protective order or other remedy.

10.4On Buyer’s request, and in any event on completion or termination of the Order, Vendor shall promptly return or destroy all Confidential Information (other than records that Vendor is required to retain under Clause 16.1 or Applicable Law, which shall remain subject to this Clause for so long as they are retained) and certify in writing that it has done so. Any copy retained in routine electronic back-ups shall remain subject to this Clause for so long as it is retained.

10.5The obligations in this Clause shall continue during the term of each Order and for a period of 3 (three) years after its completion or termination, save that they shall continue in perpetuity in respect of trade secrets and Personal Data for so long as they remain such.

10.6Vendor shall not, without Buyer’s prior written consent, disclose, publicise, refer to or make any public statement (including on any social media or professional networking platform such as LinkedIn, X (Twitter), Instagram or Facebook, or in any press release, client list, case study, proposal or marketing material) regarding (a) the existence, nature or terms of any Order or its engagement with Buyer; (b) the nature, scope or substance of the Goods or Services supplied to Buyer; or (c) any dispute between Vendor and Buyer, nor use the name, logo or any of the Snabbit Marks of Buyer or its Affiliates in any such statement or otherwise.

10.7Vendor acknowledges that any breach of this Clause would cause Buyer irreparable harm for which damages would not be an adequate remedy, and that Buyer shall be entitled to seek injunctive and other equitable relief, without proof of actual damage and to the extent permitted by Applicable Law without furnishing any bond, in addition to any other remedy available to it.

11.1As between the Parties, Buyer and its Affiliates retain all right, title and interest in the Buyer Materials, the Snabbit Marks, the Platform and the Confidential Information. Buyer grants Vendor a limited, non-exclusive, non-transferable, revocable licence to use the Buyer Materials and the Snabbit Marks solely to the extent strictly necessary to perform the Order and in accordance with Buyer’s written guidelines and approved artwork. All goodwill arising from any use of the Snabbit Marks shall accrue to Buyer. The Intellectual Property Rights of Buyer shall not be assigned to Vendor or to any third party under any circumstances.

11.2All Intellectual Property Rights in the Deliverables created specifically for Buyer (including custom-designed or branded Goods, uniforms, kits, packaging, labels, artwork, content, designs, reports, software, source code and documentation), but excluding Vendor Background IP, shall be owned by Buyer. Vendor hereby irrevocably and absolutely assigns to Buyer, by way of present assignment of existing rights and of future rights (each assignment of future rights taking effect as the relevant Deliverable comes into existence), all such Intellectual Property Rights. For the purposes of Section 19 of the Copyright Act, 1957, the assignment: (a) identifies the works as the Deliverables described in the relevant Order; (b) extends to all rights comprised in the copyright under Section 14 of that Act and all other Intellectual Property Rights in the Deliverables, in all languages and in all media and formats now known or later developed; (c) is for the full term of such rights, including all renewals and extensions; (d) extends throughout the world; and (e) is made for a consideration included in the Order Price, and no royalty or further amount is payable. For IP Orders, this Clause takes effect as a written assignment signed by Vendor upon Vendor signing the IP Order, or the Deed of Assignment, by Qualified Signature in accordance with Clause 2.15. It is expressly specified, for the purposes of Section 19(4) of the Copyright Act, 1957, that the assignment shall not lapse, and the rights assigned shall not revert to Vendor, by reason of Buyer not exercising any of them within one year of the assignment or any other period. Vendor waives (and shall procure the waiver by the authors of) all moral rights to the fullest extent permitted by Applicable Law, including the right to claim authorship and the rights under Section 57 of the Copyright Act, 1957, and shall execute all documents and do all acts that Buyer may reasonably require to perfect, register or record Buyer’s rights.

11.3Vendor retains the Intellectual Property Rights in materials that it owned before the Order or that it develops independently of the Order (“Vendor Background IP”). Vendor grants to Buyer and its Affiliates a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully paid-up, transferable and sublicensable licence to use, reproduce, modify and otherwise exploit the Vendor Background IP as incorporated in or necessary for the use of the Deliverables.

11.4Vendor warrants that the Goods, Services and Deliverables, and Buyer’s receipt, use and resale of them, will not infringe the Intellectual Property Rights of any Person. Vendor shall not incorporate into any Deliverable any third-party or open source software or material unless it has disclosed it to Buyer in writing and its licence terms permit Buyer’s use of the Deliverable without any obligation to disclose or license any proprietary material of Buyer.

11.5In respect of any Goods, packaging or materials that bear the Snabbit Marks or are made to Buyer’s designs, Vendor shall:

(a)produce them only in the quantities ordered, and produce no overruns, excess, samples, seconds, rejects or surplus, any of which shall be destroyed within 7 (seven) days (with a written certificate of destruction) or delivered to Buyer, at Buyer’s option;

(b)not sell, give, display or otherwise dispose of any of them to any third party;

(c)treat all tooling, moulds, dies, screens, plates, artwork, digital files and designs created for Buyer as Buyer’s property, use them only for Buyer, store them securely and return them on request;

(d)not manufacture or supply to any other Person any goods that are identical or confusingly similar to them; and

(e)permit Buyer to audit its production to verify compliance with this Clause.

11.6If any Goods, Services or Deliverables are, or in Buyer’s reasonable opinion are likely to be, the subject of an infringement claim, Vendor shall, in addition to its obligations under Clause 13 and at its own cost and at Buyer’s option: (a) procure the right for Buyer to continue using them; (b) modify or replace them with a non-infringing equivalent of the same functionality to Buyer’s reasonable satisfaction; or (c) if neither is achievable, refund the full price paid for them.

11.7Before delivering any Deliverable under an IP Order, Vendor shall obtain from each of its Vendor Personnel and subcontractors who created or contributed to it (other than employees who created it in the course of employment under a contract of service, whose rights vest in Vendor under Section 17 of the Copyright Act, 1957) a written assignment to Vendor or directly to Buyer, signed by that Person, of all Intellectual Property Rights in their contribution, together with a waiver of moral rights, on terms consistent with Clause 11.2, and shall deliver copies to Buyer on request.

12.1Vendor shall, at its own cost, obtain and maintain with reputable insurers duly licensed under Applicable Law, throughout the term of each Order and for such further period as is necessary to cover claims arising out of it (including, for product liability cover, the Warranty Period), insurance of such types, with such limits of indemnity and on such terms as a prudent and reputable company engaged in the same or a similar business, and of comparable size, would ordinarily obtain, having regard to the nature, value and risks of the Goods and Services supplied. Without limiting the foregoing, and to the extent relevant to the Goods or Services, such insurance shall include:

(a)commercial general (public) liability insurance, including product liability and completed operations cover;

(b)employees’ compensation or employer’s liability insurance, or coverage under the Employees’ State Insurance scheme, for Vendor Personnel, as required by Applicable Law;

(c)marine or transit insurance for Goods in transit for which Vendor bears the risk;

(d)all-risk property insurance, for full replacement value, for Buyer Materials and other property of Buyer in Vendor’s custody;

(e)professional indemnity insurance, where the Services are professional, advisory, design or technical services; and

(f)cyber liability insurance, where the Services involve access to Personal Data, Buyer’s data or Buyer’s information technology systems.

The limits of such insurance shall in no event be less than any minimum prescribed by Applicable Law, and where an Order specifies a particular type of insurance or a minimum limit, Vendor shall also obtain that insurance or limit. If Buyer reasonably considers that Vendor’s insurance does not meet the standard in this Clause 12.1, Vendor shall, within 15 (fifteen) days (or such timeline as extended by Buyer upon Vendor’s request) of Buyer’s written request, obtain such additional or increased cover as is necessary to meet it. The maintenance of insurance shall not limit or reduce Vendor’s liability under these Terms.

12.2Vendor shall provide certificates of insurance to Buyer before the first Order is accepted, at each renewal and otherwise on request, shall name Buyer as additional insured or loss payee where available, and shall notify Buyer immediately of any cancellation or non-renewal. Insurance shall not limit Vendor’s liability under these Terms. Buyer may withhold payment or refuse access to Buyer Premises if Vendor fails to comply with this Clause.

13.1Subject to Clauses 13.6 to 13.9, Vendor shall indemnify, defend and hold harmless Buyer, its Affiliates and their respective directors, officers, employees, agents, successors and assigns (the “Buyer Indemnitees”) from and against all Losses arising out of or in connection with:

(a)any breach by Vendor of these Terms or any Order (other than delay, for which Clause 4.4 applies), or any misrepresentation or breach of warranty by Vendor, including any Vendor Assurance under Clause 6.8;

(b)any negligence, wilful misconduct, fraud or breach of statutory duty of Vendor, Vendor Personnel or any subcontractor;

(c)any defect in, or unsafe or non-compliant nature of, the Goods, including any death, injury, illness, allergic reaction, chemical or skin injury, or damage to property suffered by any Expert, Customer, employee of Buyer or other Person, and any product liability claim under the Consumer Protection Act, 2019 or otherwise;

(d)any actual or alleged infringement or misappropriation of Intellectual Property Rights arising from the Goods, Services or Deliverables or their use by Buyer;

(e)any breach of Applicable Law by Vendor, Vendor Personnel or any subcontractor, including laws relating to tax, labour, product safety, packaging, legal metrology and the environment;

(f)any Taxes, interest or penalties for which Vendor is responsible under these Terms, and any loss, denial or reversal of input tax credit by reason of any act or omission of Vendor;

(g)any claim by Vendor Personnel or any subcontractor relating to wages, employment, regularisation, benefits, compensation or injury, including any claim against Buyer as principal employer or otherwise;

(h)any personal data breach, information security incident, or breach of Clause 9 or Clause 10;

(i)any recall, withdrawal or quarantine of Goods;

(j)any breach of Clause 8.3, Clause 8.4, Clause 8.5 or Clause 8.6; and

(k)any loss of or damage to Buyer Premises, Buyer Materials or other property of Buyer caused by Vendor or Vendor Personnel.

13.2Buyer shall give Vendor prompt written notice of any third-party claim for which it seeks indemnification (but a delay shall relieve Vendor only to the extent it is actually prejudiced). Vendor shall, at its own expense, defend the claim with counsel reasonably acceptable to Buyer. Buyer may participate in the defence at its own cost. Vendor shall not settle any claim in a manner that admits fault on the part of, or imposes any obligation on, any Buyer Indemnitee without Buyer’s prior written consent, and any settlement shall include an unconditional release of the Buyer Indemnitees. If Vendor fails to assume the defence promptly, or if the claim involves any regulator, any Customer or Expert, or any matter that Buyer reasonably considers may affect its reputation, Buyer may conduct the defence at Vendor’s cost.

13.3If any Taxes are required to be paid by Vendor on any indemnity amount payable under these Terms, Vendor shall ensure that the amount actually received by the Buyer Indemnitee is exclusive of, and not reduced on account of, such Taxes.

13.4Neither Party shall be liable to the other for any indirect, incidental, special, punitive or consequential loss or damage, or for any loss of profit, revenue, goodwill or anticipated savings, howsoever arising. Notwithstanding the foregoing, the following shall be treated as direct losses recoverable by Buyer, subject to Clauses 13.6 to 13.9: (a) amounts payable to any third party under any third-party claim for which Vendor is liable under Clause 13.1; (b) the cost of any recall, withdrawal or quarantine under Clause 6.6(c); (c) the excess cost of procuring substitute Goods or Services; (d) refunds, credits or compensation paid to Customers or Experts in consequence of any defect in the Goods or Services or any breach by Vendor (other than delay compensated under Clause 4.4); (e) to the extent permitted by Applicable Law, fines and penalties imposed by any regulator in consequence of Vendor’s breach; and (f) the costs of investigation, notification and remediation of any incident under Clause 9.3.

13.5The aggregate liability of Buyer under or in connection with any Order, whether in contract, tort (including negligence), under statute or otherwise, shall not exceed the undisputed Order Price payable under that Order, and shall be limited to making good direct and actual damages, save that this limit shall not apply to Buyer’s obligation to pay the Order Price for Goods and Services Accepted, or to interest payable to an MSE under Section 16 of the MSMED Act.

13.6Subject to Clause 13.7 and Clause 13.8, the aggregate liability of Vendor under or in connection with each Order, whether in contract, tort (including negligence), indemnity, under statute or otherwise, shall not exceed the higher of (a) 3 (three) times the Order Price of that Order, and (b) the amount recovered, or that would have been recoverable had Vendor complied with Clause 12.1, under the insurance required by Clause 12.1 in respect of the relevant liability (the “Vendor Liability Cap”). Where a liability does not relate to a single Order, the Vendor Liability Cap shall be calculated on the aggregate Order Price of all Orders issued to Vendor in the 12 (twelve) months preceding the event giving rise to the liability. Liquidated damages, service credits and amounts paid under Clause 13.1 (other than amounts paid in respect of the liabilities described in Clause 13.7 or Clause 13.8) count towards the Vendor Liability Cap.

13.7The Vendor Liability Cap and the Super Cap shall not apply to, and shall not be reduced by, Vendor’s liability for:

(a)fraud, fraudulent misrepresentation (including any Vendor Assurance that was false when made), wilful misconduct or gross negligence of Vendor or Vendor Personnel;

(b)death or personal injury caused by Vendor, Vendor Personnel or the Goods;

(c)third-party claims for infringement of Intellectual Property Rights under Clause 13.1(d);

(d)wages, statutory dues and claims of Vendor Personnel under Clause 8.2 and Clause 13.1(g);

(e)any breach of Clause 8.3, Clause 8.4, Clause 8.5 or Clause 8.6;

(f)Taxes, interest and penalties, and any loss, denial or reversal of input tax credit, under Clause 7.7, Clause 7.10 and Clause 13.1(f);

(g)refunds of advances, overpayments, mistaken payments and amounts paid for rejected Goods or Services, and any amount that Buyer is entitled to set off under Clause 7.8; and

(h)any liability that cannot be limited under Applicable Law.

13.8Vendor’s aggregate liability under or in connection with each Order for (a) any breach of Clause 9 or Clause 10, including under Clause 13.1(h), (b) any recall, withdrawal or quarantine of Goods under Clause 6.6(c) and Clause 13.1(i), and (c) third-party claims for loss of or damage to property under Clause 13.1(c), and any loss of or damage to Buyer Premises, Buyer Materials or other property of Buyer under Clause 13.1(k), shall not exceed the higher of (i) 5 (five) times the Order Price of that Order, and (ii) the amount recovered, or that would have been recoverable had Vendor complied with Clause 12.1, under the insurance required by Clause 12.1 in respect of the relevant liability (the “Super Cap”). Where a liability does not relate to a single Order, the Super Cap shall be calculated on the aggregate Order Price of all Orders issued to Vendor in the 12 (twelve) months preceding the event giving rise to the liability. The Super Cap is separate from, and in addition to, the Vendor Liability Cap.

13.9Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under Applicable Law. Vendor’s liability is not limited to the amount of any insurance it holds. The rights and remedies of Buyer under these Terms are cumulative and in addition to any rights and remedies available at law or in equity.

14.1These Terms shall come into effect on the Effective Date and shall continue to govern each Order until all obligations under that Order (including warranties, indemnities and confidentiality) have been fully performed, unless earlier terminated in accordance with this Clause.

14.2Buyer may cancel any Order, in whole or in part, at any time by written notice to Vendor, without cause. On such cancellation, Buyer’s sole liability shall be to pay, subject to Clause 7.8:

(a)the Order Price for Goods delivered and Services performed before the effective date of cancellation that are Accepted;

(b)for Services or Milestones in progress, a pro rata portion of the Order Price for work performed in accordance with the Order up to that date, as verified by Buyer against the completion evidence required under Clause 3.3; and

(c)where Goods are made to order or customised for Buyer and cannot reasonably be sold to others, Vendor’s reasonable, documented and direct costs of work-in-progress undertaken in accordance with the delivery schedule in the Order (and not in advance of it without Buyer’s written approval), and of materials committed in accordance with the lead times in the Order that cannot be cancelled or used elsewhere, provided that Vendor takes all reasonable steps to mitigate such costs and delivers such work-in-progress and materials to Buyer on payment.

The total payable under (b) and (c) shall not exceed the Order Price of the cancelled portion. Vendor shall submit its claim with supporting documents within 15 (fifteen) days of the notice, failing which no amount under (b) or (c) shall be payable. No amount shall be payable for loss of profit, overheads, standard or off-the-shelf Goods not yet delivered, or Services not commenced. Any advance shall be adjusted against the amounts payable and the balance refunded in accordance with Clause 14.6(b).

14.3Buyer may terminate any Order, and any or all other Orders then outstanding, with immediate effect by written notice to Vendor, without liability, if:

(a)Vendor commits a material breach of these Terms or any Order that is incapable of remedy, or that is not remedied within 15 (fifteen) days of written notice;

(b)Vendor fails to deliver or perform within 10 (ten) days after the Delivery Date unless such timeline is extended by Buyer upon Vendor’s request, other than by reason of an event of Force Majeure notified in accordance with Clause 15 (in which case Clause 15.2 shall apply);

(c)Vendor’s deliveries are repeatedly rejected as described in Clause 5.7;

(d)Vendor breaches Clause 9, Clause 10, Clause 8.2, Clause 8.3, Clause 8.4, Clause 8.5 or Clause 8.6, or any safety requirement;

(e)Vendor becomes insolvent, enters into any arrangement with its creditors, has any insolvency, winding-up or resolution proceeding commenced by or against it, ceases or threatens to cease business, or has any of its assets attached;

(f)there is a change in control of Vendor in favour of a competitor of Buyer or a sanctioned Person without Buyer’s prior written consent;

(g)Vendor has made any material misrepresentation (including any Vendor Assurance under Clause 6.8 that is materially inaccurate or false) or has engaged in fraud; or

(h)Buyer reasonably determines that Vendor’s conduct is likely to harm the safety of any Expert, Customer or employee, or the reputation of Buyer.

On termination under this Clause 14.3, Buyer shall pay only for Goods and Services delivered and Accepted before the date of termination, subject to Clause 7.8, and shall have no liability for work-in-progress, committed costs or cancellation charges, save where Buyer elects by Change Order to take delivery of any work-in-progress at a price agreed in it.

14.4Vendor may terminate an Order only if Buyer fails to pay an undisputed amount that is due under that Order within 30 (thirty) days after receipt of Vendor’s written notice of non-payment, and only in respect of the affected Order. Vendor shall continue to perform all other Orders, and shall not suspend, stop or withhold any supply, or exercise any lien, other than as expressly permitted by this Clause.

14.5Buyer may, by written notice, suspend or postpone the delivery or performance of any Order for up to 30 (thirty) days, which period Buyer may extend once, by further written notice, by up to a further 30 (thirty) days. Vendor shall store the Goods and Buyer Materials safely during such period at its own risk, and shall resume performance on Buyer’s notice. Where the suspension is not caused by Vendor’s breach or by Force Majeure affecting Vendor: (a) the Delivery Date and Milestones shall be extended by the period of suspension by Change Order; and (b) Buyer shall reimburse Vendor’s reasonable, documented storage costs for any period of suspension beyond 15 (fifteen) days. If such a suspension (including any extension) exceeds 60 (sixty) days in aggregate, either Party may by written notice treat the suspended portion of the Order as cancelled, and Clause 14.2 shall apply.

14.6On expiry or termination of an Order for any reason:

(a)Buyer shall pay the amounts payable under Clause 14.2, Clause 14.3 or Clause 15.2, as applicable, and no other amount;

(b)Vendor shall refund any unadjusted advance within 7 (seven) days of Buyer’s demand, with interest as provided in Clause 7.5;

(c)Vendor shall return all Buyer Materials and Confidential Information and deliver all Deliverables and work-in-progress for which Buyer has paid or is liable to pay;

(d)Vendor shall provide reasonable transition assistance to Buyer or an alternate supplier for up to 30 (thirty) days, at its own cost where the termination is under Clause 14.3, and otherwise at the rates stated in the Order or, if none, at rates approved in a Change Order; and

(e)where the termination is under Clause 14.3, Buyer may procure substitute Goods and Services and recover from Vendor the excess cost over the Order Price.

14.7Buyer may suspend or blacklist Vendor from receiving further Orders, for such period as Buyer decides, if Clause 5.7 applies or any ground for termination in Clause 14.3 arises, and may share the fact of such suspension or blacklisting with its Affiliates.

14.8The provisions of Clauses 2.15 (IP Orders), 4.7 (Buyer Materials), 5.4 to 5.6 (Rejected Goods and Latent Defects), 6 (Warranties), 7 (Price, Invoicing, Payment and Taxes), 8 (Compliance with Law and Responsible Business Conduct), 9 (Data Protection, Information Security and Data Localisation), 10 (Confidentiality and Publicity), 11 (Intellectual Property), 12 (Insurance), 13 (Indemnity and Limitation of Liability), 16 (Audit and Records), 17 (Relationship, Non-Solicitation and Non-Exclusivity), 18 (Governing Law, Jurisdiction and Dispute Resolution) and 19 (General), and this Clause, together with any rights or obligations accrued before termination, shall survive the completion, expiry or termination of any Order for the periods stated in them or, where no period is stated, until the expiry of the limitation period applicable to claims under them, save that the obligations in Clause 10 in respect of trade secrets, in Clause 9 in respect of Personal Data and in Clause 11 in respect of Intellectual Property Rights shall survive in perpetuity. After termination, and at any time during its continuance, Vendor shall not knowingly take any action that has the effect of disparaging Buyer or its Affiliates.

15.1Neither Party shall be liable for any delay or default in the performance of its obligations (other than an obligation to pay undisputed amounts that have fallen due) to the extent caused by fire, flood, earthquake, natural disaster, act of terror, war, riot, civil disorder, epidemic or pandemic, or an order of a governmental authority, in each case beyond the reasonable control of that Party and not caused by its fault or negligence (“Force Majeure”). The following shall not constitute Force Majeure: any failure of Vendor’s suppliers or subcontractors (unless itself caused by an event of Force Majeure), any labour dispute or shortage affecting only Vendor, any change in market conditions, price or availability of materials, or any lack of funds.

15.2A Party claiming Force Majeure shall give the other Party written notice within 48 (forty-eight) hours of the commencement of the event, describing the event and its expected duration, shall take all reasonable steps to mitigate its effect, and shall resume performance promptly when the event ends. During any Force Majeure affecting Vendor, Buyer may procure substitute Goods and Services from any other Person, and the Order Price and quantities shall be reduced accordingly. If the delay caused by Force Majeure exceeds 10 (ten) days after the Delivery Date, Buyer may terminate the affected Order, or any portion of it, without liability. On such termination: (a) Buyer shall pay for Goods and Services delivered and Accepted before termination and for any work-in-progress that Buyer elects by Change Order to take at a price agreed in it; (b) Vendor shall refund any unadjusted advance in accordance with Clause 14.6(b); and (c) Buyer shall not recover from Vendor the excess cost of substitute Goods or Services.

16.1Vendor shall maintain complete and accurate records relating to each Order (including production, quality, batch, traceability, invoicing, tax, labour compliance and insurance records) in accordance with Applicable Law and Buyer’s directions, and in any event for not less than the longer of 3 (three) years from the completion of the Order and the period required by Applicable Law. Vendor shall provide copies to Buyer within 7 (seven) days of request (or such shorter period as any regulator or audit requires).

16.2Buyer, its authorised representatives and auditors, and any regulator may, on 1 (one) day’s prior written notice (and at any time without notice where Buyer has a reasonable suspicion of fraud, breach or non-compliance), inspect and audit the books, records, systems, premises, manufacturing facilities and personnel of Vendor and its subcontractors, physically, virtually or both, including by way of self-assessment questionnaires, document reviews and interviews with Vendor Personnel, to the extent relevant to the Orders, the quality and safety of the Goods, or Vendor’s compliance with these Terms, the Vendor Code of Conduct and Applicable Law. Vendor shall cooperate fully and shall procure equivalent rights in respect of each of its subcontractors.

16.3The cost of any audit shall be borne by Buyer, provided that where an audit reveals any breach, non-compliance or overcharge, Vendor shall bear the cost of that audit and shall refund any overcharge within 7 (seven) days. Vendor shall remedy all audit findings within 15 (fifteen) days, or such other period as Buyer specifies in writing, and shall provide evidence of remediation. Any failure by Vendor to cooperate with an audit or to remedy an audit finding within such period shall be a material breach of these Terms for the purposes of Clause 14.3(a).

16.4Buyer shall retain, in a secure and retrievable form, for not less than 3 (three) years from the completion of each Order or such longer period as Applicable Law requires: (a) the Order and every Change Order; (b) an archived copy of the exact version of these Terms referred to in the Order; (c) evidence of the issue and transmission of the Order to Vendor; (d) evidence of Vendor’s acceptance, being its signature or acknowledgement or its first act of performance under Clause 2.4(b); (e) Vendor’s executed vendor declaration form and for IP Orders, the signed IP Order and any Deed of Assignment; (f) delivery, inspection, Acceptance and rejection records; and (g) invoices and payment records. In any Dispute, such records, including system-generated logs, shall be prima facie evidence of their contents, and Vendor shall not dispute the admissibility of any such record on the sole ground that it is in electronic form.

17.1The Parties shall act in all matters pertaining to these Terms as independent parties on a principal-to-principal basis. Nothing in these Terms makes either Party the agent, partner, joint venturer or employee of the other. Vendor shall have no authority to bind or represent Buyer or its Affiliates, and shall not hold itself out as having any such authority. Vendor Personnel are not employees, workers or agents of Buyer.

17.2Without prejudice to Clause 9.5 (which shall apply without limit of time), during the term of each Order and for a period of 12 (twelve) months after its completion or termination, Vendor shall not, directly or indirectly, and to the extent permitted by Applicable Law: (a) solicit, induce or hire any employee of Buyer or its Affiliates with whom it dealt in connection with an Order (other than by a general advertisement not targeted at such employees); or (b) approach or solicit any Expert or Customer, or induce any Expert to cease or reduce its engagement with the Platform, or offer any Expert or Customer services outside the Platform, in each case using any information obtained in connection with an Order.

17.3Buyer is not subject to any exclusivity, minimum volume, minimum spend or most-favoured-customer obligation in favour of Vendor, and may at any time appoint, engage or contract with any other vendor, partner or service provider for goods or services identical or similar to the Goods and Services.

18.1These Terms and each Order shall be governed by and construed in accordance with the laws of India.

18.2If any dispute, controversy or claim arises out of or in connection with these Terms or any Order, including any question regarding its existence, validity, interpretation, performance or termination (a “Dispute”), either Party may give the other written notice of the Dispute, and the Parties shall use good-faith efforts to resolve it through discussion between their senior representatives within 21 (twenty-one) days of such notice.

18.3Subject to Clause 18.5, any Dispute that is not so resolved shall be subject to the exclusive jurisdiction of the courts at Bengaluru, Karnataka, India, and, where required by Section 12A of the Commercial Courts Act, 2015, the Parties shall first attempt pre-institution mediation, save where urgent interim relief is sought.

18.4Notwithstanding the foregoing, Buyer may at any time seek injunctive, interim or other equitable relief from any court of competent jurisdiction to prevent or restrain any actual or threatened breach of these Terms. Vendor shall continue to perform each Order pending the resolution of any Dispute and shall not suspend or withhold any supply on account of a Dispute.

18.5Nothing in these Terms shall limit or exclude any right or remedy that is available to an MSE under Chapter V of the MSMED Act, including the reference of a dispute to the Micro and Small Enterprises Facilitation Council, which cannot be excluded by agreement.

19.1Changes to these Terms. Buyer may revise these Terms from time to time by publishing a revised version, bearing a new version number and date, at a link notified to Vendor, and by giving written notice to Vendor. A revised version shall apply only to Orders issued after its publication that refer to it, and no revision shall affect any Order issued before its publication. Each version shall remain accessible at its own permanent link, and Buyer shall maintain an archive of all versions. Each Order shall be governed by the version of these Terms stated in it or, if no version is stated, the version in force on the date of that Order.

19.2Severability. If any provision of these Terms is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired, and the provision shall be deemed restated to reflect the original intention of the Parties as nearly as possible in accordance with Applicable Law.

19.3Assignment. Vendor shall not assign, transfer, novate or subcontract any Order or any right or obligation under it without Buyer’s prior written consent, and any purported assignment without such consent shall be null and void. Buyer may assign or transfer any Order or these Terms, in whole or in part, to any of its Affiliates and to any third party in connection with an acquisition or restructuring of Buyer or a substantial portion of its business. These Terms shall be binding on the Parties and their respective successors and permitted assigns.

19.4Notices. Any notice or other communication under these Terms must be in writing and shall be delivered personally or by courier, sent by registered post with acknowledgement due, or sent by email, as follows:

(a)If to Buyer: Maestroedge Solutions Private Limited, Clayworks 5B, 6th Cross Road, Srirampuram, 5th Block, Koramangala, Bengaluru, Karnataka – 560034; Email: legal@snabbit.com.

(b)If to Vendor: at the address and email stated in the Order or such other address as Vendor notifies to Buyer.

(c)A Party may change its details for notices by notice to the other Party. A notice sent by email shall be deemed received on the Business Day following transmission, and a notice sent by courier or registered post shall be deemed received on delivery or on proof of refusal of delivery.

19.5Waiver. No term or provision of these Terms shall be deemed waived, and no variation shall be deemed consented to, unless in writing and signed by the Party against whom the waiver or consent is sought to be enforced. No delay or omission in exercising any right shall operate as a waiver of that right or of any subsequent breach.

19.6Entire Agreement. Each Order, together with these Terms (in the version stated in the Order), the Vendor Code of Conduct, Vendor’s executed vendor declaration form, any Deed of Assignment signed under Clause 2.15 (for an IP Order), and any non-disclosure agreement executed between the Parties, constitutes the entire agreement between the Parties with respect to the subject matter of that Order and supersedes all prior and contemporaneous discussions, communications, negotiations and agreements, written or oral, with respect to that subject matter, subject to Clause 2.8 where a master agreement applies. Terms of Vendor are excluded in accordance with Clause 2.6. Nothing in this Clause limits or excludes liability for fraud.

19.7Amendment. These Terms may be revised only in accordance with Clause 19.1, and an Order may be amended only by a Change Order in accordance with Clause 2.14. Any other amendment of these Terms as they apply between Buyer and a particular Vendor shall be valid only if made by an instrument in writing signed by an authorised signatory of Buyer and by Vendor that expressly identifies the Clause being amended.

19.8Third-Party Rights. Except for the Buyer Indemnitees, who may enforce the provisions that are expressed to be for their benefit, no third party shall have any right to enforce any term of these Terms.

19.9Stamp Duty and Costs. Vendor shall bear all stamp duty, if any, payable on any Order, and each Party shall bear its own costs of negotiating and entering into any Order.

19.10Language. These Terms and all Orders, notices and communications under them shall be in the English language.

19.11Capacity. Any person who signs, acknowledges or accepts an Order on behalf of Vendor represents and warrants that he or she has the authority to bind Vendor, and Buyer may rely on such signature, acknowledgement or acceptance.