Last updated: June 3, 2026
This Master Service Agreement (this “Agreement”) is entered into as of March 11, 2026 (the “Execution Date”), by and between SriPrasadini Pvt Ltd., a private limited company incorporated under the laws of India with its principal place of business at Telangana, India (operating under the brand “MeeNidhi”) (“Service Provider”), and _______, a _______ incorporated under the laws of ______ with its principal place of business at _____ (“Merchant”). Service Provider and Merchant may be referred to herein individually as a “Party” or collectively as the “Parties.”
WHEREAS:
I. The Merchant is engaged in the business of operating retail or service establishments and seeks to enhance its operations through digital footfall analytics.
II. The Service Provider develops and offers a cloud-based SaaS platform (the “Software”) for digital footfall analytics, including a Merchant Dashboard and proprietary O2O (Offline-to-Online) Bridge QR infrastructure, along with related services such as implementation, support, and business intelligence tools.
III. The Service Provider has the required skill, knowledge, expertise, infrastructure, and capability to provide the services described in Annexure A (the “Services”), including enabling the Merchant to access analytics on customer footfall under the Merchant’s operations.
IV. The Merchant has approached the Service Provider to obtain the Services, and the Service Provider has agreed to provide such Services in accordance with the terms of this Agreement, subject to the Merchant’s strict compliance with all applicable laws, regulations, and this Agreement.
V. The Parties desire to enter into this Agreement for mutual benefit to meet the Merchant’s requirements, while ensuring the Service Provider is fully protected from any liability arising from the Merchant’s activities.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the sufficiency of which is acknowledged, the Parties agree as follows:
For purposes of this Agreement, the following terms shall have the meanings set forth below:
i. Affiliate: Any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means ownership of more than 50% of voting securities or ownership interests.
ii. Authorized User: The Merchant’s employees, contractors, or agents authorized to access and use the Software under this Agreement.
iii. Confidential Information: All information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally, in writing, or electronically, designated as confidential or reasonably understood to be confidential, including business, technical, financial, or customer data, the terms of this Agreement, and Annexures.
iv. Merchant Data: All data, information, or materials provided by the Merchant or its Authorized Users to the Service Provider, including footfall scan data, excluding aggregated or anonymized data derived therefrom.
v. Documentation: User manuals, guides, or materials provided by the Service Provider describing the Software’s functionality and use.
vi. Fees: Amounts payable by the Merchant for the Software and Services as specified in Annexure B or an Order Form.
vii. Force Majeure Event: As defined in Section 12.
viii. Intellectual Property Rights: All patents, copyrights, trademarks, trade secrets, and other intellectual property rights worldwide.
ix. Order Form: A mutually executed document referencing this Agreement, specifying the Software, Services, Fees, term, and other transaction-specific terms.
x. Professional Services: Implementation, customization, training, consulting, or other services as specified in an Order Form or Statement of Work (SOW).
xi. SaaS Services: The Software provided as a hosted solution by the Service Provider on a subscription basis.
xii. Services: SaaS Services, Support Services, Professional Services, and other services provided under this Agreement or Annexure A, including provision of the Merchant Dashboard for digital footfall analytics and the O2O Bridge QR infrastructure.
xiii. Service Level Agreement (SLA): The service levels for SaaS Services as described in Section 19 or an Order Form.
xiv. Software: The Service Provider’s proprietary cloud-based platform for digital footfall analytics, including the Merchant Dashboard, O2O Bridge QR infrastructure, business intelligence tools (e.g., reports on unique visitor counts, peak-hour heatmaps, and frequency analysis), updates, upgrades, or modifications.
xv. Statement of Work (SOW): A document executed by the Parties describing Professional Services.
xvi. Support Services: Maintenance and support for the Software as described in Section 16 or an Order Form.
xvii. Term: As defined in Section 4.1.
xviii. Third-Party Components: Software, services, or materials provided by third parties integrated with or used in conjunction with the Software.
xix. Aggregated and Anonymized Data: Data derived from footfall scans that is aggregated and anonymized, owned solely by the Service Provider.
xx. Platform-Led Trade Promotions: Promotional initiatives such as “Scan-to-Win” rewards, managed and funded entirely by the Service Provider, with no contribution from the Merchant’s Fees.
Additional terms may be defined elsewhere in this Agreement.
2.1 Scope. This Agreement governs the provision of the Software and Services by the Service Provider to the Merchant. Specific details, including scope of use, Fees, and term, are set forth in Order Forms, SOWs, or Annexures A and B, incorporated herein by reference. In case of conflict, the Order Form or SOW prevails for that transaction, unless otherwise stated. The Services are provided solely to facilitate digital footfall analytics through the Merchant Dashboard and O2O Bridge QR infrastructure. The Service Provider acts merely as a technology provider without involvement in or control over the Merchant’s operations or customer interactions. Platform-Led Trade Promotions, such as “Scan-to-Win” rewards, are managed and funded entirely by the Service Provider to encourage data generation for analytics, with participation being 100% free for consumers and compliant with the Consumer Protection Act and applicable lottery laws. No part of the Merchant’s Fees contributes to any prize fund; Fees are strictly SaaS License Fees.
2.2 Additional Terms. Additional features, modules, or services may be subject to separate terms, accepted by the Merchant prior to use.
2.3 License Grant. Subject to compliance with this Agreement and payment of Fees, the Service Provider grants the Merchant a non-exclusive, non-transferable, non-sublicensable license during the Term to access and use the Software via the Service Provider’s platform for internal business purposes related to digital footfall analytics. The license is limited to metrics (e.g., Authorized Users, scan volumes) in the Order Form. The Merchant is granted a limited license to view only their specific shop’s traffic reports and shall not access Personal Identifiable Information (PII) such as full phone numbers.
2.4 Updates and Modifications. The Service Provider may update or modify the Software to enhance functionality, security, or compliance, provided core functionality is not materially reduced.
2.5 Merchant Compliance Obligations. The Merchant shall ensure all use of the Software complies with applicable laws, including but not limited to the Digital Personal Data Protection Act, 2023 (DPDPA), Consumer Protection Act, and other data protection laws. The Merchant is solely responsible for displaying the QR Standee prominently (e.g., at the billing counter), offering QR scans voluntarily to all visitors, preventing system gaming (e.g., self-scans or staff multiple scans), and obtaining necessary consents. The Merchant shall not access PII and bears sole responsibility for any non-compliant activities.
3.1 Orders. The Merchant may order Software and Services via an executed Order Form referencing this Agreement, effective upon mutual execution.
3.2 Affiliates. The Merchant’s Affiliates may enter Order Forms, bound by this Agreement as if they were the “Merchant.” The Merchant is liable for its Affiliates’ compliance.
3.3 Resellers. Purchases through authorized resellers are subject to reseller payment and ordering terms, but this Agreement governs the Service Provider-Merchant relationship.
4.1 Term. This Agreement is effective from the Execution Date (the “Effective Date”) and continues until all Order Forms and SOWs expire or are terminated (the “Term”). Each Order Form has an initial term (typically 1 year for subscriptions) as specified, automatically renewing for successive periods unless either Party provides 60 days’ prior written notice of non-renewal. The Term may be extended by mutual written consent. There is a 4-month free Digital Adoption Period from the Effective Date, after which Fees apply from the 5th month.
4.2 Termination for Cause. Either Party may terminate this Agreement or an Order Form if the other Party: (a) materially breaches and fails to cure within 30 days (or 15 days for payment breaches) of written notice; (b) becomes insolvent, files for bankruptcy, or ceases operations; or (c) repeatedly breaches despite prior notices. Additionally, the Service Provider may terminate immediately if the Merchant engages in system gaming, non-compliant activities, or actions that expose the Service Provider to regulatory scrutiny or liability.
4.3 Termination for Convenience. The Service Provider may terminate this Agreement or an Order Form with 90 days’ prior written notice. The Merchant may terminate with 90 days’ notice, subject to payment of all outstanding Fees and any early termination fees specified in the Order Form. The Service Provider will refund prepaid Fees for unused Services pro-rata only if termination is by the Service Provider.
4.4 Suspension. The Service Provider may suspend access to the Software or Services immediately if: (a) the Merchant fails to pay Fees within 15 days of notice; (b) the Merchant violates Section 5; (c) use poses a security, legal, regulatory, or system risk, including suspicion of system gaming; (d) usage exceeds authorized limits; or (e) the Merchant fails to comply with DPDPA requirements. Suspension does not relieve payment obligations. Access will be restored upon resolution, subject to a reinstatement fee at the Service Provider’s discretion. If subscription Fees are not paid after the 4-month free period, dashboard access may be revoked, while the Service Provider retains ownership of historical Aggregated and Anonymized Data.
4.5 Effects of Termination/Expiration. Upon termination or expiration, whichever occurs earlier:
5.1 Restrictions. The Merchant and its Authorized Users shall not: (a) copy, modify, reverse engineer, decompile, or create derivative works of the Software or Documentation; (b) rent, lease, sell, sublicense, or transfer rights; (c) remove proprietary notices; (d) use for benchmarking or competitive product development; (e) exceed usage limits; (f) violate laws, including export, data protection, or DPDPA regulations; (g) introduce malware or harmful code; (h) interfere with the Software or Service Provider’s systems; (i) use to infringe third-party rights; or (j) game the system, access PII, or engage in non-compliant activities.
5.2 Merchant Responsibilities. The Merchant shall: (a) ensure Authorized Users comply with this Agreement; (b) secure access credentials and notify the Service Provider of breaches; (c) provide accurate, legal Merchant Data with necessary rights and consents; (d) display the QR Standee prominently and offer scans voluntarily to all visitors; (e) cooperate with the Service Provider for Service delivery; (f) notify of unauthorized use or issues; (g) comply with all applicable laws, including conducting due diligence to prevent system gaming; and (h) indemnify the Service Provider for any losses arising from Merchant’s activities. The Merchant is solely responsible for any misuse, system gaming, or non-compliant activities conducted through the Software, and the Service Provider shall not be liable or deemed to support any such actions.
5.3 Service Provider Responsibilities. The Service Provider shall: (a) provide Services as described in Annexure A or Order Forms; (b) maintain trained personnel with requisite skills; (c) ensure Software availability per the SLA; (d) provide Support Services; and (e) comply with applicable laws in providing Services. The Service Provider is responsible for its personnel’s performance and compliance with this Agreement. The Service Provider acts solely as a technology facilitator and has no responsibility for the Merchant’s operations or compliance.
6.1 Fees. The Merchant shall pay the Service Provider the fees and charges for the Software and Services under each Order Form as specified in Annexure B and such Order Form. Fees include a monthly subscription of ?299 + applicable GST starting from the 5th month after the 4-month free Digital Adoption Period. Prices do not include sales, use, VAT, excise, export, withholding or similar taxes or fees. All purchases of the Software and Services from the Service Provider are non-cancellable and non-refundable. Payment of fees and charges to the Service Provider under this Agreement shall not be contingent on the Merchant’s business performance. The Service Provider reserves the right to change the prices for the Software upon prior written notice to the Merchant, provided that fees for any ongoing Order Form shall not be affected until the expiry of the then-current term under such Order Form. Fees may be paid in advance for subscriptions or upon milestones for Professional Services, as specified in the applicable Order Form or Annexure B.
6.2 Customer Invoicing. The Merchant is responsible for its own customer interactions; no invoicing through the Service Provider is involved.
6.3 Payment Terms. The Merchant shall pay all amounts owed to the Service Provider in accordance with the Service Provider’s invoice within 30 days of the invoice date. The Service Provider may begin invoicing the Merchant following the end of the free period unless otherwise specified in the Order Form. Any payment which falls due on a weekend or public holiday shall be due on the business day immediately preceding the weekend day or public holiday. Any overdue amount shall bear interest at the rate of 1.5% per month or the maximum amount allowed by law, whichever is less. The Merchant shall reimburse the Service Provider for all reasonable costs incurred by the Service Provider in collecting any late payments or interest, including attorneys’ fees, court costs and collection agency fees. Costs of currency conversion, outside collection and related bank charges shall be paid by the Merchant. The Service Provider may suspend access to the Software or Services because of the Merchant’s general financial condition or because of the condition of the Merchant’s account with the Service Provider, including if any payment is past due, and such suspension shall not be construed as a breach by the Service Provider of this Agreement. The Service Provider further reserves the right at all times, generally or with respect to any specific Order Form, to vary, change or limit the amount or duration of credit or payment terms to be allowed to the Merchant, or to require full payment prior to providing the Software and Services. Each Party is solely responsible for its own expenses incurred in the performance of this Agreement. Excess usage or services beyond Annexure A shall be charged at the rates specified in Annexure B.
6.4 Taxes. The Merchant agrees to be responsible for and to pay, or to reimburse the Service Provider on written request (if the Service Provider is required to pay or collect), any sales, use, VAT, excise, export or other tax, duty or other charge of any kind or nature (excluding any tax that is based on the Service Provider’s net income) that is levied or imposed by any governmental authority on the transfer, delivery, possession, use or license of the Software and performance of the Services. If withholding tax applies, the Merchant shall gross-up payments to ensure the Service Provider receives the full amount of the Fees.
6.5 Fee Adjustments and Reserves. Overages shall be invoiced monthly at current rates.
6.6 Audits. The Service Provider may audit the Merchant’s usage and compliance annually with reasonable notice. The Merchant shall cooperate; if underpayment exceeds 5%, or if non-compliance is found, the Merchant shall pay the shortfall, interest, audit costs, and any penalties.
6.7 Disputes. Invoice disputes must be raised in writing within 15 days; undisputed amounts remain due. The Parties will resolve disputes promptly in good faith.
7.1 Definition of Confidential Information. “Confidential Information” includes all information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or electronically, designated as confidential or reasonably understood as such, including Merchant Data, Agreement terms, pricing, business plans, technical data, product designs, and financial information.
7.2 Protection of Confidential Information. The Receiving Party shall: (a) use at least the same care as for its own confidential information (no less than reasonable care); (b) use Confidential Information only for purposes of this Agreement; (c) limit access to employees, contractors, or advisors (including Affiliates, legal counsel, and accountants) who need access and are bound by equivalent confidentiality obligations; and (d) not disclose to third parties without prior written consent, except as permitted.
7.3 Exceptions. Confidential Information excludes information that: (a) is or becomes public without breach; (b) is independently developed without using Disclosing Party’s information; (c) is rightfully received from a third party without restrictions; or (d) was known prior to disclosure.
7.4 Compelled Disclosure. If legally required to disclose, the Receiving Party shall: (a) promptly notify the Disclosing Party; (b) provide at least 7 days to seek protective measures, unless prohibited; and (c) disclose only the minimum required after consultation.
7.5 Data Retention. The Service Provider shall retain Merchant Data only as necessary to provide Services or comply with legal obligations (e.g., tax, security laws). Upon termination or request, the Receiving Party shall return or destroy all Confidential Information and certify compliance, except for legally required copies.
7.6 Duration. Obligations survive for 5 years post-termination, or indefinitely for trade secrets.
7.7 Remedies. Breach may cause irreparable harm, entitling injunctive relief without bond, plus other remedies.
8.1 Ownership. The Service Provider owns all Intellectual Property Rights in the Software, Documentation, Services, and derivatives, including Aggregated and Anonymized Data and those based on feedback. The Merchant owns Merchant Data. Neither Party transfers, sells, or assigns Intellectual Property Rights to the other, except as expressly stated. The Merchant grants the Service Provider a limited license to use Merchant Data solely for providing Services and generating Aggregated and Anonymized Data.
8.2 Restrictions. Neither Party shall: (a) apply for or register the other’s Intellectual Property Rights; (b) engage in acts detrimental to the other’s Intellectual Property Rights; or (c) use the other’s trademarks, logos, or trade names without prior written consent, except as permitted for this Agreement’s purposes.
8.3 Feedback. The Merchant grants the Service Provider a perpetual, royalty-free license to use feedback or suggestions for any purpose without obligation.
8.4 Data Usage. The Service Provider owns and may use Aggregated and Anonymized Data for analytics, improvements, or business purposes, provided it does not identify the Merchant or disclose Confidential Information.
8.5 No Implied Rights. Only rights expressly granted herein are provided.
9.1 Mutual Representations and Warranties. Each Party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under its jurisdiction’s laws; (b) it has full authority to enter and perform this Agreement; (c) the executing officer has legal authority to bind the Party; (d) this Agreement does not conflict with other obligations; and (e) this Agreement is legally binding and enforceable.
9.2 Service Provider Warranties. The Service Provider warrants that: (a) the Software and Services will materially conform to the Documentation and Annexure A; (b) it will maintain administrative, physical, and technical safeguards for Merchant Data’s security, confidentiality, and integrity, without material reduction during the Term; (c) Professional Services will be performed professionally; (d) the Software will not introduce malicious code at delivery; and (e) it has the right to grant licenses herein.
9.3 Merchant Warranties. The Merchant warrants that: (a) it has sufficient funds to meet payment obligations; (b) Merchant Data is accurate, legal, and does not infringe third-party rights; (c) it has obtained necessary consents for Merchant Data use; (d) it will comply with all applicable laws, including DPDPA and Consumer Protection Act; and (e) it will not use the Software for any illegal or non-compliant purposes, including system gaming.
9.4 Remedies. For breach of Service Provider warranties, the Service Provider will repair, replace, or re-perform, or if unable, refund Fees for the affected portion. This is the Merchant’s sole remedy.
9.5 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ERROR-FREE OPERATION. THE SERVICE PROVIDER DOES NOT WARRANT RESULTS, THIRD-PARTY COMPONENTS, OR THAT THE SOFTWARE MEETS THE MERCHANT’S REQUIREMENTS. THE SERVICE PROVIDER SHALL NOT BE LIABLE FOR ANY SYSTEM GAMING, NON-COMPLIANT ACTIVITIES, OR MERCHANT BUSINESS PERFORMANCE, INCLUDING NO GUARANTEE OF INCREASED SALES (CONVERSIONS), AS ACTUAL SALES DEPEND ON THE MERCHANT’S INVENTORY, SERVICE, AND PRICING.
10.1 Mutual Indemnity. Each Party shall defend the other against third-party claims that the Services or Merchant Data (as applicable) infringe such third party’s Intellectual Property Rights, and indemnify for damages, costs, and reasonable attorneys’ fees, up to 25% of the Fees paid under the applicable Order Form for the financial year, provided the indemnified Party: (a) notifies promptly; (b) gives sole control of defense and settlement; and (c) cooperates at the indemnifying Party’s expense.
10.2 Service Provider Exclusions. The Service Provider’s indemnity does not apply to claims from: (a) Merchant Data or modifications; (b) unauthorized combinations; (c) use after infringement notice; (d) Third-Party Components; (e) Merchant misuse; or (f) any system gaming or Merchant activities.
10.3 Merchant Indemnity. The Merchant shall indemnify, defend, and hold harmless the Service Provider, its Affiliates, officers, directors, employees, and agents from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from: (a) Merchant Data infringing rights; (b) use of the Software violating this Agreement or laws; (c) Merchant’s negligence or willful misconduct; (d) any system gaming or non-compliant activities; (e) regulatory investigations or penalties related to the Merchant’s operations; or (f) any claim that the Service Provider supported or was involved in the Merchant’s suspicious or unauthorized activities. This indemnity is unlimited and survives termination.
10.4 Exclusive Remedy. This Section states the sole liability and remedy for infringement claims.
11.1 Exclusion of Damages. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, USE, OR BUSINESS INTERRUPTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY.
11.2 Liability Cap. EACH PARTY’S AGGREGATE LIABILITY SHALL NOT EXCEED THE FEES PAID OR PAYABLE UNDER THE APPLICABLE ORDER FORM IN THE 12 MONTHS PRECEDING THE CLAIM.
11.3 Exceptions. Limitations do not apply to: (a) Merchant’s payment obligations; (b) confidentiality breaches; (c) Intellectual Property Rights violations; (d) Merchant’s indemnification obligations; (e) gross negligence, willful misconduct, or fraud; or (f) non-excludable liabilities under law. Notwithstanding anything to the contrary, the Service Provider shall have no liability for any system gaming or Merchant non-compliance.
12.1 Definition. Neither Party shall be liable for delays or failures (except payment obligations) due to Force Majeure Events, including war, armed conflict, terrorism, riots, sabotage, embargo, fire, flood, earthquake, cyclone, epidemic, pandemic, government orders, lockdowns, strikes, or other events beyond reasonable control that cannot be reasonably forecast or mitigated.
12.2 Obligations. The affected Party shall: (a) promptly notify the other; (b) take steps to mitigate consequences; and (c) resume performance as soon as possible. If the event exceeds 30 days, the other Party may terminate the affected Order Form with written notice, without liability.
13.1 Security Measures. The Service Provider shall maintain industry-standard safeguards (e.g., encryption, access controls, intrusion detection, SOC 2 Type II or ISO 27001 compliance) to protect Merchant Data’s security, confidentiality, and integrity, without material reduction during the Term.
13.2 Data Processing. The Service Provider processes Merchant Data only to provide Services and per the Merchant’s instructions. If personal data is involved, a Data Processing Addendum (DPA) compliant with DPDPA or other applicable laws will be executed. The Merchant is the data controller and bears sole responsibility for data compliance. The Service Provider is the sole owner of Aggregated and Anonymized Data.
13.3 Breach Notification. The Service Provider shall notify the Merchant within 48 hours of a confirmed security breach affecting Merchant Data, detailing the issue and remedial actions.
13.4 Backups. The Service Provider performs daily backups with disaster recovery within 24 hours.
13.5 Compliance. Both Parties shall comply with data protection laws. The Merchant warrants Merchant Data’s legality and consents. The Service Provider may use subprocessors, remaining liable for their compliance. The Merchant shall indemnify the Service Provider for any data-related claims arising from Merchant’s non-compliance. The Merchant shall not access PII, ensuring a privacy wall.
14.1 Governing Law. This Agreement is governed by the laws of India, excluding conflicts of laws principles. The UN Convention on Contracts for the International Sale of Goods does not apply.
14.2 Dispute Resolution. Disputes shall be resolved amicably within 30 days. If unresolved, disputes will be submitted to binding arbitration under the Arbitration and Conciliation Act, 1996 in Telangana, India, by one mutually appointed arbitrator, conducted in English. Costs are shared equally unless otherwise awarded. Injunctive relief may be sought in court.
14.3 Jurisdiction. For non-arbitrable matters, Parties consent to exclusive jurisdiction in Telangan courts.
14.4 Class Action Waiver. Disputes must be individual; no class actions.
15.1 Assignment. Neither Party may assign rights or obligations without prior written consent (not unreasonably withheld), except to an Affiliate or in a merger, acquisition, or asset sale. Unauthorized assignments are void.
15.2 Notices. Notices must be in writing, delivered by hand (with receipt), registered mail, courier, or email (with confirmation) to addresses in the preamble or Order Form, effective upon receipt.
15.3 Severability. If a provision is invalid, the remainder remains enforceable, and the invalid provision is reformed minimally.
15.4 Waiver. No waiver is effective unless written and signed; failure to enforce does not waive future rights.
15.5 Entire Agreement and Order of Precedence. This Agreement, including Order Forms, SOWs, and Annexures, is the entire agreement, superseding all prior agreements or representations. Conflicts are resolved in this order: Order Form/SOW, Annexures, this Agreement.
15.6 Amendments. Amendments must be written and signed by both Parties.
15.7 Relationship of Parties. Parties are independent contractors; no partnership, agency, or joint venture is created.
15.8 Counterparts. This Agreement may be executed in counterparts, including electronically, each an original.
15.9 Export Controls. The Merchant shall comply with all export control laws, including U.S. Export Administration Regulations, and not use the Software in embargoed countries or with denied persons.
15.10 Insurance. The Service Provider shall maintain commercial general liability ($1M per occurrence/$2M aggregate) and cyber liability ($5M) insurance, with certificates available upon request. The Merchant shall maintain adequate insurance for its operations.
15.11 Publicity. The Service Provider may use the Merchant’s name and logo in marketing as a client, subject to branding guidelines.
15.12 No Third-Party Beneficiaries. Except for indemnified parties, there are no third-party beneficiaries.
16.1 Support Services. The Service Provider provides Support Services during 9 AM - 5 PM IST, excluding holidays or as per Order Form, including: (a) help desk via phone, email, or portal; (b) bug fixes; (c) usage guidance; and (d) access to updates and knowledge base.
16.2 Response Times. Response and resolution targets by severity: (a) Critical (system down): 1-hour response, 4-hour resolution; (b) High: 4-hour response, 24-hour resolution; (c) Medium: 8-hour response, 3-day resolution; (d) Low: 24-hour response, next release.
16.3 Maintenance. Maintenance is included with minimal downtime (notified 7 days in advance).
16.4 Exclusions. Support excludes issues from Merchant modifications, misuse, or third-party items.
16.5 Premium Support. 24/7 support or dedicated managers available for additional Fees.
Sections 6 (Fees and Payment), 7 (Confidentiality), 8 (Intellectual Property Rights), 10 (Indemnification), 11 (Limitation of Liability), 13 (Security/Data Protection), 14 (Governing Law), and 15 (Miscellaneous) survive termination or expiration.
18.1 Scope. Professional Services are provided per Annexure A or SOWs, detailing deliverables, timelines, and Fees, incorporated herein.
18.2 Performance. The Service Provider shall use qualified personnel. The Merchant shall provide access and cooperation; Merchant delays may extend timelines or incur Fees.
18.3 Ownership. Upon payment, the Merchant owns deliverables (excluding Service Provider’s pre-existing IP, licensed non-exclusively). The Service Provider retains rights to tools and methodologies.
18.4 Change Orders. Scope changes require a signed change order adjusting Fees and timelines.
18.5 Acceptance. Deliverables are accepted unless the Merchant notifies of non-conformance within 10 days, specifying issues. The Service Provider will remedy valid issues.
19.1 Uptime. The Service Provider guarantees 99% SaaS availability monthly, excluding scheduled maintenance, Force Majeure, Merchant issues, or third-party outages.
19.2 Credits. If availability falls below: (a) 99% - 95%: 10% credit; (b) <95%: 25% credit of monthly Fees, applied to future invoices upon request.
19.3 Chronic Failure. If SLA breaches occur for 3+ consecutive months, the Merchant may terminate with 30 days’ notice and a pro-rata refund.
20.1 Use. The Software may include Third-Party Components, provided “as is” under their respective terms, which the Merchant agrees to follow. The Merchant is solely responsible for compliance with third-party terms.
20.2 Liability. The Service Provider is not liable for Third-Party Components or issues from Merchant-integrated third-party items.
21.1 Compliance. Neither Party shall engage in bribery, corruption, kickbacks, extortion, embezzlement, or money laundering. The Service Provider adheres to all applicable anti-corruption laws (e.g., Prevention of Corruption Act, 1988) and maintains ethical standards. The Merchant warrants compliance and shall not use the Software for illicit purposes.
21.2 Termination. Breach of this Section allows immediate termination by the non-breaching Party without liability.
During the Term and for 2 years after termination, neither Party shall solicit or hire the other’s personnel involved in this Agreement, except via general public advertisements or recruitment efforts.
23.1 Beta Services. Beta or early access features are provided “as is” without warranties or SLAs and may be discontinued.
23.2 Trials. Trial access is subject to this Agreement without Fees, converting to paid upon expiration unless terminated.
23.3 Liability. Liability for Beta Services is limited to $1,000 in direct damages.
24.1 Monitoring. The Service Provider shall monitor Software performance and provide the Merchant with access to usage and performance reports.
24.2 Reporting. For Services, the Service Provider shall provide periodic reports on system metrics.
25.1 Source Code Escrow. The Service Provider may deposit source code in escrow with a third-party agent, accessible to the Merchant if the Service Provider ceases operations or fails to maintain the Software, subject to a separate escrow agreement.
25.2 Costs. The Merchant bears escrow fees unless otherwise agreed.
26.1 Change Requests. Either Party may request changes to Services via a written change request, detailing impact on scope, Fees, or timelines.
26.2 Approval. Changes require mutual written agreement; unapproved changes are not binding.
27.1 Sole Responsibility. The Merchant acknowledges and agrees that it is solely responsible for all activities conducted through the Software, including QR scans, preventing gaming, and ensuring compliance with all laws and regulations. The Service Provider provides the Software on an “as is” basis and does not monitor, endorse, or assume responsibility for any Merchant operations.
27.2 No Liability for Misuse. The Service Provider shall not be liable for any suspicious, unauthorized, or non-compliant activities by the Merchant, its customers, or third parties. The Merchant shall indemnify the Service Provider fully as per Section 10.3.
27.3 Reporting Obligations. The Merchant shall promptly report any suspected gaming to the Service Provider and cooperate in any investigations.
28.1 Discretionary Nature. The Service Provider may, at its sole discretion, institute “Merchant Digital Excellence Awards” or “MSME Adoption Grants” to recognize Merchants who demonstrate high levels of platform engagement and digital transition. These are non-contractual incentives and not part of the core paid Services.
28.2 Performance-Based. Eligibility is based on Platform Engagement Metrics (e.g., unique customer scans, active days, and dashboard usage) and not on a random draw.
28.3 No Entry Fee. The Merchant is not paying extra to enter; the standard subscription is for analytics, and awards are bonuses from the Service Provider.
28.4 Audit & Fraud Prevention. The Service Provider reserves the right to disqualify any Merchant suspected of fake scans or gaming the system. A clawback clause applies if fraud is detected post-award.
ANNEXURE A: PROFESSIONAL SERVICES SCHEDULE/SCOPE
Objective: To provide the Merchant with cloud-based SaaS implementation, integration, support, and related services for digital footfall analytics via the Merchant Dashboard and O2O Bridge QR infrastructure.
Service Phases and Deliverables:
Phase Service/Activity Description Deliverables Timeline Acceptance Criteria Phase 1: Onboarding Software Setup Configuration and deployment of the Software, including QR Standee provision Configured Dashboard, user access setup, QR integration 4 weeks from Order Form execution System operational per Documentation; successful test scans; DPDPA compliance verified User Onboarding Training and onboarding of Authorized Users Training sessions, user guides 2 weeks post-setup Users complete training; functionality verified; Merchant confirms readiness Phase 2: Integration & Testing Custom Integration Integration with Merchant’s systems if applicable Integrated APIs, test reports 6 weeks from Phase 1 Successful end-to-end testing; no critical bugs; compliance audit passed Security Setup Implementation of security protocols, including DPDPA Security certificates, audit logs Ongoing during Phase 2 Compliance certification; no vulnerabilities identified Phase 3: Ongoing Support Analytics Tools Provision of dashboards for Merchant to monitor footfall Dashboards, reports Quarterly Reports meet agreed KPIs; data accuracy verified Compliance Assistance Guidance on DPDPA integration (Merchant responsible for implementation) Compliance guides As needed Merchant acknowledges receipt and assumes responsibility Notes:
ANNEXURE B: FEES AND PAYMENT/COMMERCIALS
Fee Structure:
Category Service/Activity Fee Type Amount Billing Frequency Notes Software Subscription SaaS Subscription Recurring ?299/month + GST (after 4-month free period) Monthly in advance Includes basic support Phase 1: Onboarding Software Setup Fixed Included in subscription One-time, in advance Adjusted for additional customizations Phase 2: Integration & Testing Custom Integration Fixed/Variable Variable per hour Upon milestones Hourly rates for extras: ?Z/hour Support & Maintenance Premium Support Recurring Additional Monthly in advance For 24/7 access Payment Terms:
Notes:
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Service Provider: SriPrasadini Pvt Ltd. (MeeNidhi)
By: ______________________________
Name: ____________________________
Title: _____________________________
Date: _____________________________
Merchant:
By: ______________________________
Name: ____________________________
Title: _____________________________
Date: _____________________________