SERVICES AGREEMENT

("Agreement")

THIS SERVICES AGREEMENT ("Agreement") is effective on and from the "Effective Date".

(The Service Provider and HAMAAL are hereinafter collectively referred to as the "Parties" and individually each as a "Party" and the word Service Provider and You, shall include its driver(s), as well).

PLEASE ENSURE THAT YOU READ AND UNDERSTAND ALL THE CLAUSES BEFORE YOU PROVIDE SERVICES TO HAMAAL, AS YOU SHALL BE BOUND BY ALL THE TERMS AND CONDITIONS CONTAINED HEREIN UPON YOUR ACCEPTANCE. YOUR ACCEPTANCE SHALL OPERATE AS A BINDING AGREEMENT BETWEEN YOU AND HAMAAL IN RESPECT OF THE VENDOR SERVICES TO HAMAAL.

1. APPLICABILITY AND VALIDITY

1.1 This document is an electronic record as per the provisions of Information Technology Act, 2000 and rules framed thereunder, as applicable, and the provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000.

1.2 This electronic record is generated by a computer system and does not require any physical or digital signatures.

1.3 Your Acceptance is a valid consent to be bound by this Agreement for using HAMAAL for the purpose of receiving and delivering the Vendor Services.

1.4 Your engagement with HAMAAL to provide Vendor Services is subject to your acceptance of the clauses specified in this Agreement. HAMAAL reserves the right to change, modify, add, or remove these clauses / terms and conditions, in part or in whole. It is your responsibility to check the terms and conditions of HAMAAL periodically for any changes. Your continued use of HAMAAL following the posting of changes will mean that You accept and agree to the changes made by HAMAAL.

1.5 By accepting this Agreement, You further agree and consent to the collection, transfer, use, storage, disclosure and sharing of your information (personally identifiable or not), as per the applicable law(s). The data collected shall be utilised for improving Vendor Services to HAMAAL and for internal record keeping, security and statutory disclosures. You further agree to the Privacy Policy of HAMAAL as available on the website of HAMAAL (www.hamaal.in).

2. TERMS OF SERVICE

2.1 You shall not have more than one active HAMAAL vendor registration which you are further prohibited from selling, trading, or otherwise transferring to another party.

2.2 Service Provider / Driver Information shall be true and correct and no information that could impact your performance to render Vendor Services shall be hidden from HAMAAL at any point of time. In case of furnishing of inaccurate data, HAMAAL reserves the right to deregister and/or suspend/terminate and/or take appropriate legal proceedings against the Vendor without prior notice.

2.3 You acknowledge and agree that You may be subject to certain background and driving record verification as and when required from time to time.

2.4 You shall not use any information pertaining to HAMAAL's customer, including but not limited to any confidential information, for any purpose other than to perform your obligations under or in connection with this Agreement.

2.5 You shall ensure that all valid documents related to the vehicle such as comprehensive valid insurance(s) are obtained and retained by you during the term of this Agreement. Further, you shall ensure that all documents pertaining to each consignment such as invoices, description of the goods, insurance on the goods obtained by the customer (if any), etc. have been obtained by You during the term of this Agreement.

2.6 You will have a functioning smartphone and active mobile number with the ability to read and send communication / messages regarding order / trip details including customer details, kms and time reading, amount paid by the customer and to convey to HAMAAL and / or HAMAAL's verified agents.

2.7 You will be a part of the standard vendor ratings process which will be dependent upon the transparent process and parameters of HAMAAL; failure to adhere with the rating process will have an impact on the Vendor Services and the decision / action consequent thereupon will be solely decided by HAMAAL.

2.8 During the performance of Vendor Services, the Vehicle shall not be pilfered or tampered with and in case of any pilferage or tampering, the same shall be reported immediately by You to HAMAAL.

2.9 You must be aware of the prominent destinations and routes, both outside and within the Location or territory in which you will be rendering the Vendor Services.

2.10 Pricing / trip fare, incentives and discounts provided to Customers of HAMAAL will be decided by HAMAAL at its sole and absolute discretion and shall be inclusive of all taxes.

2.11 You shall ensure and shall be solely responsible to ensure that before the pickup, the device / phone is available for HAMAAL for tracking and making the Vendor Services smooth. Your phone should not be busy for long, unavailable or switched off. Failure to comply may lead to deductions in the amounts to be paid to You, as decided at the sole and absolute discretion of HAMAAL.

2.12 You shall be liable for all claim(s) and demand(s) raised by any third-party, at all times, in respect of the Vehicle (owned or hired). HAMAAL may or may not verify the details of the Vehicle used by You. You shall be liable to indemnify HAMAAL in case of the loss of its brand value, goodwill, loss of business, direct or indirect claims, claims from accidents and / or offences under the Applicable Laws during the term of this Agreement.

2.13 Any statutory compliance with respect to each consignment such as procurement of GST invoices and E-way bill shall primarily be the responsibility of the customer, and prior to picking-up the consignment, You shall be duty bound to collect all the requisite documents from the customer that are necessary for the transportation of the consignment.

2.14 You shall be liable to intimate HAMAAL, within 24 hours, with regard to any disputes arising out of the Vendor Services and obligations and / or any legal expenses (including but not limited to charges incurred for releasing of seized Vehicle(s), advocate's fees and ancillary expenses) incurred by you while completing the trip, for no fault of yours. HAMAAL shall do all that is necessary to assist You to release the seized Vehicle(s) upon being intimated within the prescribed time period and upon internal investigation. In case of failure to intimate HAMAAL within the specified time period, HAMAAL shall not be held liable for any costs, expenses and losses incurred by You.

2.15 You shall indemnify HAMAAL in accordance with the provisions of this Agreement.

2.16 You shall be solely liable for all offences and penalties relating to the Vendor Services.

2.17 Any damage / loss / theft / misappropriation of consignment occurring during the rendering of the Vendor Services, on account of reasons attributable to Vendor, shall be completely indemnified by the Vendor to HAMAAL.

3. TERM AND TERMINATION

3.1 The Agreement shall commence w.e.f. the Effective Date and shall be valid for a period of 1 (one) year unless terminated by HAMAAL.

3.2 The Agreement shall be automatically renewed unless terminated as per the Agreement.

3.3 HAMAAL reserves the right to suspend or terminate this Agreement, at any point of time, without assigning any reason whatsoever or notice to the Service Provider.

3.4 Termination of this Agreement shall be without prejudice to the acquired rights and obligations of HAMAAL existing on the date of termination and shall not affect any other rights and remedies available to HAMAAL.

4. CONSIDERATION, CHARGES AND TAXES

4.1 In consideration for performance of the Vendor Services, the Service Provider shall be entitled to receive Fees as notified by HAMAAL from time to time subject to deduction / collection of applicable Taxes.

4.2 The applicable fees for the services shall be communicated to You on the application of HAMAAL prior to acceptance of the consignment which will be subject to variations (if any) including but not limited to changes in the route, any delay, etc. during the performance of the services.

4.3 All payments due to the Service Provider shall be made by a crossed pay order cheque in favour of the Service Provider or through net banking / NEFT / RTGS etc., as decided by HAMAAL from time to time.

4.4 The Service Provider acknowledges and agrees that in the event any Tax proceedings are initiated against HAMAAL, the Service Provider shall fully cooperate with HAMAAL by furnishing the relevant information related to the supply provided to HAMAAL on a timely basis. All damages and other costs incurred by HAMAAL due to any fault of the Service Provider shall be indemnified by the Service Provider.

4.5 The Fees payable to the Service Provider is inclusive of all applicable central, state, and other Taxes and levies applicable in the hands of the Service Provider. Further, HAMAAL shall withhold applicable income tax on the payments being made to the Service Provider.

4.6 The Service Provider shall be solely responsible to pay the Taxes or any other applicable taxes with respect to the provision of Vendor Services provided to HAMAAL.

4.7 In case of cash bookings, You shall collect on behalf of HAMAAL the transportation charges with customer (as displayed on the application of HAMAAL or if otherwise agreed upon by HAMAAL and You at the time of accepting the said booking), parking charges, additional night surcharge (where applicable) and any fee or levy presently payable or hereinafter imposed by Applicable Law(s) or required to be paid for the Service.

4.8 Toll charges will be payable by the customer (whether by way of cash or credit, as previously agreed between HAMAAL and the Customer), when the Vehicle in use crosses a toll post.

5. RELATIONSHIP

5.1 The relationship between You and HAMAAL is that of independent contractors and on a principal-to-principal basis. Nothing in this Agreement shall be construed as creating a partnership, joint venture, employer-employee, agency, or other relationship between the Parties.

5.2 You covenant that all Persons assigned by You to perform Vendor Services under this Agreement shall be your employees or contractors and under no circumstances shall such Persons be deemed to be employees / workers of HAMAAL.

6. RPO AND NON-DISPARAGEMENT

6.1 The Service Provider shall provide the Vendor Services with the due care, skill and diligence of a reasonable prudent operator ("RPO") and shall ensure that any person appointed by the Service Provider while performing under this Agreement shall provide the Vendor Services to the best of his/her ability and in accordance with the standards of an RPO.

6.2 For the purposes of this Agreement, a "RPO" means a person seeking in good faith to perform its contractual obligations, exercising that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced operator complying with all Applicable Laws and statutory obligations, engaged in the same type of undertaking, under the same or similar circumstances and conditions.

6.3 Specifically, the Service Provider shall ensure that the services are provided in compliance with the Motor Vehicles Act, 1988, Motor Transport Workers Act, 1961 or any Rules made thereunder, Carriage by Road Act 2007 and Carriage by Road Rule 2011 and in strict compliance with the provisions of any Applicable Laws along with this Agreement.

6.4 The Service Provider agrees to provide the Vendor Services in a manner so as to advance the business interests and goodwill of HAMAAL. Specifically, the Service Provider agrees not to, and shall ensure that its drivers do not, (a) form any union, trust, association, society or any other type of entity; or (b) hold meetings, conferences or any other form of gathering of 5 or more persons to discuss this Agreement, the Services, payments hereunder and / or the regular business affairs of HAMAAL.

6.5 The Service Provider shall not directly or indirectly engage in any conduct averse to the best interests of HAMAAL. The Service Provider shall not, and shall ensure that its drivers and other employees do not disparage or make any negative comments (either oral or in writing) about HAMAAL or any of its officers, employees, directors or other representatives.

6.6 The Service Provider shall be liable for all cases as may be initiated through the Vehicle during the engagement hours while providing the services.

6.7 Notwithstanding anything contained anywhere in this Agreement, breach of this Clause by the Service Provider shall entitle HAMAAL to terminate this Agreement and HAMAAL shall be entitled to all indemnification from the Service Provider, as per this Agreement.

6.8 You have the appropriate and current level of training, expertise and experience to provide the Vendor Services in a professional manner with due skill, care and diligence.

6.9 All license(s), permit(s), approval(s) and authority(ies) to the Vehicle utilized by You that are necessary to provide Vendor Services have been obtained by You and further, any statutory compliance required for the running of such Vehicle in the Location or the territory in which Vendor Services are to be provided shall be obtained by You at your own cost(s).

7. BRANDING AND ADVERTISING TERMS

7.1 The Vehicles registered with HAMAAL from time to time by the Service Providers for providing Vendor Services can be branded / advertised with the logo and content of HAMAAL as per the terms and conditions specified by HAMAAL in this regard. The Service Provider shall ensure that such brand affixation is carried out only by the vendors identified by HAMAAL.

7.2 The Service Provider and/or the driver(s) may not opt-out of any branding / advertising program of HAMAAL or its customers (as applicable) and stop branding / advertising on its Vehicle(s) during the subsistence of this Agreement. Further, the Service Provider and/or its driver(s) shall be solely liable and accountable for any responsibility(ies) / liability(ies) / loss(es) / action(s) / penalty(ies) by any government, regional transport office(s) / police / local / regulatory body(ies) arising during the time they opted for or stopped such branding / advertising activity.

7.3 The Service Provider and/or the driver(s) shall comply with all the applicable law(s) / regulations for branding / advertising on its Vehicle(s) as defined by the state / central transport corporation / authority. The Service Provider and/or the driver(s) shall be solely responsible for any liability, loss, action and / or penalty arising out of any non-compliance with the applicable laws in relation to such branding / advertising and HAMAAL will not be responsible for such liability in any manner.

7.4 Non-adherence of this Clause by the Service Provider and/or the driver(s) shall be deemed to be a breach of this Agreement. HAMAAL may terminate this Agreement without any notice and further, the Service Provider and/or the driver(s) agrees to indemnify HAMAAL from and against any or all liabilities, losses, charges and expenses (including legal fees and costs on a full indemnity basis), claims, demands, actions and proceedings which HAMAAL may incur or sustain directly or indirectly from any breach by the Service Provider.

7.5 The Service Provider explicitly accepts and consents to share the Service Provider / Driver Information with HAMAAL, including the submission of copies of such documents as provided by You with any financial lending institution(s) and/or insurance broker entities. You forego the right to claim any damages from HAMAAL in the event any such financial facility and/or liability has been availed by you. You also agree that HAMAAL will not be liable for any damages arising as a result of such disclosure.

7.6 The Service Provider hereby acknowledges and agrees to the use of his/her photographs by HAMAAL for certain purposes, which may include usage in HAMAAL's internal communications and presentations, training materials, marketing and advertisement activities, including without limitation, online advertisement, social media and offline advertisement. The Service Provider hereby consents to sharing of his/her photographs by HAMAAL with third parties for the aforesaid purposes. The Service Provider further agrees to the Privacy Policy of HAMAAL as available on its website (www.hamaal.in).

8. GOVERNING LAW AND DISPUTE RESOLUTION

8.1 This Agreement shall be governed by the laws of India and subject to the arbitration clause specified hereunder, the courts in [City], India shall have exclusive jurisdiction to deal with any matter pertaining to this Agreement. Any disputes between the Parties that cannot be settled amicably for a period of 30 (thirty) days from the date of the dispute shall be resolved by arbitration in accordance with the applicable Arbitration Rules. The venue of arbitration shall be [City], India. The Parties shall appoint a sole arbitrator failing which such sole arbitrator shall be appointed under the applicable Rules. The Parties shall keep the arbitration confidential. The decision of the arbitrator shall be final and binding on all the Parties hereto.

9. ELECTRONIC SIGNATURES

9.1 The Parties agree that the electronic signature of a party to this Agreement, including electronic acceptance, shall be as valid as an original signature of such party and shall be effective to bind such party to this Agreement. The parties agree that the electronically signed document (including this Agreement) shall be deemed (i) to be "written" or "in writing," (ii) to have been signed and (iii) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files.

APPENDIX A

GENERAL TERMS AND CONDITIONS

1. DEFINITIONS

Unless defined or the context otherwise provides or requires, the following words and expressions used in this Agreement shall have the meaning as provided to them herein below:

1.1 "Acceptance" means your affirmative action of, (i) clicking on the box against the words "I Accept / Agree" or (ii) by "logging-in" / "signing-in" on the application of HAMAAL, provided at the end of this Agreement (including its annexure and the General Terms and Conditions), by which action, You unequivocally accept and agree to the Agreement and any modifications thereof.

1.2 "Affiliates" means any corporation, association, or other entity that directly or indirectly owns, is owned by, or is under common ownership with HAMAAL, either currently or during the subsistence of this Agreement.

1.3 "Agreement" shall mean the Services Agreement executed between HAMAAL and the Service Provider pursuant to which, the Service Provider has agreed to provide Vendor Services to HAMAAL.

1.4 "Applicable Law" shall mean and include any law, statute, ordinance, rule, regulation, guideline, policy, notification, circular or other pronouncement or any similar form of decision of, or determination by, or any interpretation, administration and other pronouncements having the effect of law of the Republic of India or any other applicable jurisdiction by State, Municipality, Court, Tribunal, Government, Ministry, Government-Department, Commission, Arbitrator or board having the effect of law in India, as in effect or which may come in effect on a future date.

1.5 "Business Day" means a day (other than national gazette holidays and bank holidays in the territory / location / place of execution of this Agreement) on which nationalized banks are generally open in India for the conduct of banking business and comprising of normal working hours. A working day for HAMAAL at any Location shall always be a Business Day for the Service Provider for the Location in which the Service Provider is providing the Vendor Services.

1.6 "Driver Information" shall mean and include any personal data collected from the Driver including know your client documents with Driver's bank, copies of valid Government issued Vehicle registration certificate, Vehicle insurance copy, driving license, identity proof, residence proof, location data, proof of ownership, credit bureau score, registration(s) and compliance under welfare legislations for Driver, and any other information that HAMAAL may deem fit.

1.7 "Effective Date" shall mean the date on which the Service Provider accepted this Agreement and the General Terms and Conditions of HAMAAL by clicking "accept" or "agree" or by "logging in" / "signing-in" on the application of HAMAAL.

1.8 "Vendor Services / Services" shall be the services provided by the Service Provider to HAMAAL of making vehicles and operators available for HAMAAL's logistics / transportation services in reference to the order provided by customers of HAMAAL on the application of HAMAAL.

1.9 "Fees" means the consideration payable by HAMAAL to the Vendor / Driver for providing the Vendor Services.

1.10 "Governmental Authority" means any governmental agency, semi-governmental or judicial entity or authority, department of law and order including the Police personnel of any rank (including, without limitation, any stock exchange or any self-regulatory organisation established under statute).

1.11 "Intellectual Property Rights" shall mean and include the copyright (whether registered or not), patents including rights of filing patents, trademarks, trade names, trade dresses, house marks, collective marks, associate marks and the right to register them, designs (both industrial and layout), geographical indicators, moral rights, broadcasting rights, displaying rights, distribution rights, selling rights, reproducing rights, domain names, internet address, graphics, artwork, links, information, logos, software, configuration, marketing and distribution material and any other intellectual property right in the website of HAMAAL and / or its application, which are used by and / or owned by HAMAAL.

1.12 "Tax" means all forms of present and future taxes (including but not limited to direct and indirect Taxes), deductions, withholdings, duties, imposts, levies, cesses, fees, charges, social security contributions and rates imposed, levied, collected, withheld or assessed by any Governmental Authority or other taxing authority in India or elsewhere and any interest, additional taxation, penalty, surcharge, cess or fine in connection therewith, and "Taxes" shall be construed accordingly.

1.13 "Termination Date" shall mean the date on which this Agreement shall stand terminated by HAMAAL.

1.14 "General Terms and Conditions" or "Vendor / Driver T&C" or "Terms and Conditions" refers to the Vendor / Driver Terms and Conditions which form part of this Agreement under Appendix A, B and/or C and are also available on the website and application of HAMAAL, as may be amended by HAMAAL from time to time.

1.15 "Person" means any natural person, limited or unlimited liability company, corporation, partnership (whether limited or unlimited), proprietorship, Hindu undivided family, trust, union, association, Governmental Authority or any agency or political subdivision thereof or any other entity that may be treated as a person under the Applicable Law.

1.16 "Vehicle" shall mean the vehicles used by the Vendor / Driver and includes the ones plying on non-renewable resources as well as renewable resources including but not limited to electric vehicles, which will be used for performing the Vendor Services.

2. INTERPRETATION

Unless the context of this Agreement otherwise provides or requires:

• the recitals, annexures, terms and conditions, attachments, fees receipts, invoices and schedules shall constitute an integral and operative part of this Agreement;
• a word or an expression which denotes a natural person shall include an artificial person (and vice versa), any one gender shall include the other genders, the singular shall include the plural (and vice versa);
• headings and bold typeface in this Agreement are for convenience only and shall be ignored for the purposes of interpretation;
• the use of the word "including" followed by specific example(s) shall not be construed as limiting the meaning of the general wording preceding it;
• the rule of construction, if any, that any clause should be interpreted against the parties responsible for drafting and preparation thereof, shall not apply;
• reference to any clause, article, section or schedule shall mean a reference to a clause, article, section or schedule of this Agreement, unless specified otherwise;
• reference to any Applicable Law shall mean a reference to that law as amended, consolidated, supplemented or replaced.

3. VALIDITY

• Any terms and conditions that by their nature or otherwise reasonably should survive a cancellation or termination of this Agreement shall be deemed to survive the cancellation or termination of this Agreement.
• This Agreement shall be governed by, and construed in accordance with, the laws of India, without regard to the principles of conflict of laws.
• If any part or any provision of this Agreement is or becomes illegal, invalid, or unenforceable, that part or provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the validity or enforceability of the remaining provisions. The parties shall attempt to substitute any invalid or unenforceable provision with a valid or enforceable provision which achieves the greatest extent possible the economic, legal, and commercial objectives of the invalid or unenforceable provision.

4. LIMITATIONS

• HAMAAL does not warrant that You will be able to use HAMAAL's application and / or will be able to provide the Vendor Services at all times or locations, nor that HAMAAL will be uninterrupted or error-free. The Services and all technology developed by HAMAAL are provided on an "AS IS" and "AS AVAILABLE" basis and HAMAAL specifically disclaims all warranties and indemnities, express, implied or statutory, including without limitation any warranty of merchantability, fitness for a particular purpose, accuracy, completeness, any assurance of minimum business guarantee with respect to any Fees, or any other warranty arising from the course of performance or course of dealing.
• HAMAAL shall not be responsible or liable for any loss or damage howsoever caused or suffered by the Service Provider arising out of the use of the service offered by HAMAAL or due to the failure of HAMAAL to provide services for any reason whatsoever. The Service Provider shall also be liable to HAMAAL for any loss caused to HAMAAL due to the negligence of the Service Provider and/or his appointed operators/contractors and/or any unlawful act or omission in the performance of the Vendor Services.

5. VIOLATIONS / BREACH

• All remedies of either party under this Agreement whether provided herein or conferred under statute, civil law, common law, custom or trade usages, are cumulative and not alternative and may be enforced successively or concurrently.
• Each party shall bear its own costs in connection with its obligations under this Agreement. Further, all charges and expenses including stamp duty or otherwise in relation to these presents shall be borne and paid by the Service Provider.
• Each party will act in good faith in the performance of its respective responsibilities under this Agreement and will not unreasonably delay, condition, or withhold the giving of any consent, decision or approval that is either requested or reasonably required by the other party to perform its responsibilities.
• Any violation of any provision hereof, any incomplete or mistaken performance of any obligation provided hereunder, any misrepresentation made hereunder, any material non-disclosure or omission of any material fact, or any failure to perform any covenants provided hereunder by any Party shall constitute a breach of this Agreement. The breaching Party shall be liable for any such breach pursuant to applicable laws.
• This Agreement shall be binding and inure to the benefit of the Parties and their respective legal representatives, administrators, executors, and permitted assigns.

6. REPRESENTATIONS AND WARRANTIES

• On the Effective Date and as long as this Agreement is effective, the Service Provider hereby represents and warrants that the following representations and warranties are true, correct, valid and subsisting in all respects.
• The Service Provider is competent and of valid age to enter into the Agreement with HAMAAL in the Location / territory in which the Service Provider will provide the Vendor Services and must share the requisite documents with HAMAAL, from time to time, for compliance purposes only.
• The Service Provider must hold and maintain: (i) a valid driver's license (as applicable) with the appropriate level of certification(s) to operate the Vehicle driven / ridden; and (ii) all license(s), permit(s), approval(s) and authority(ies), as applicable to the Vehicle, that are necessary to provide the Vendor Services.
• You hereby provide consent to HAMAAL to access, use or share data and information including but not limited to location information, contacts information, transaction information, usage and preference information, device information, call and SMS data, and log information related to the application of HAMAAL.
• You have not been convicted by any Court, in the Location or the territory in which You are providing the Vendor Services, of any crimes / cases, including but not limited to involving moral turpitude. You are further not a party to any pending litigation which shall materially affect your obligations under this Agreement.
• Vendor / Driver as Service Provider hereby agree that their documents may be sent for background verification ("BGV") by HAMAAL and if there is any discrepancy / issue in the opinion of HAMAAL found during or post BGV, this Agreement shall stand null and void with immediate effect at the sole discretion of HAMAAL.

7. INDEMNITY AND LIABILITY

• You shall indemnify HAMAAL from and against and in respect of any or all liabilities, losses, charges and expenses (including legal fees and costs on a full indemnity basis), claims, demands, actions and proceedings which HAMAAL may incur or sustain directly or indirectly from any breach by You of your obligations hereunder or any breach of your representations and warranties, or by any reason in relation to the provision or proposed provision of the Vendor Services, and You shall forthwith pay all such sums on demand by HAMAAL in writing.
• Notwithstanding any other provisions of this Agreement, you shall be liable to HAMAAL for indirect, special, or consequential damages arising out of or in connection with the provision of Vendor Services under this Agreement.
• You agree that except for the reasons of Force Majeure, in the event of any loss or damage to HAMAAL that arises from the Vendor Services, ou shall make good the loss, costs, charges, and expenses that HAMAAL may suffer or incur.
• To the extent permissible under Applicable Laws, HAMAAL is not liable for any civil, criminal, tortious, or any other liability that may accrue as a consequence of your breach (a) of the Applicable Laws while providing Vendor Services to HAMAAL; (b) of the terms of the applicable licences and permits of the Vehicle(s) that are issued by the transport authorities; (c) of the terms of this Agreement.
• HAMAAL's maximum liability to You in any event shall be restricted and limited to a maximum amount of INR 500 (Indian Rupees Five Hundred Only) in the aggregate during the Term.
• There will be no limitation of liability on your part at any point of time due to any indemnity provisions as contained in this Agreement.

8. INTELLECTUAL PROPERTY RIGHTS

• Except as expressly set forth herein, as between the Parties, HAMAAL shall remain the owner of all intellectual property that it owns or controls as of the Effective Date or that it develops or acquires thereafter. Nothing in this Agreement will function to transfer any of either Party's intellectual property rights to the other Party and each Party will retain exclusive interest in and ownership of its intellectual property developed before this Agreement or developed outside the scope of this Agreement.
• Any intellectual property rights created during the course of the Agreement shall be exclusively owned by HAMAAL.
• All Intellectual Property Rights in relation to the branding / advertisement shall continue with HAMAAL. No part of this clause or this Agreement shall imply any licence / assignment of the Intellectual Property Rights by HAMAAL to the Service Provider in respect of the HAMAAL logo.

APPENDIX B

ADDITIONAL TERMS AND CONDITIONS FOR 2 (TWO WHEELERS)

1. The Service Provider acknowledges and agrees that the Vehicle with which he/she chooses to provide Vendor Services shall:

• operate in compliance with all applicable laws, circulars, notifications and notices as raised by the appropriate Authority from time to time;
• be properly registered, insured and licensed in accordance with law to operate as a Vehicle to transport Vendor Services;
• maintain the wearing of a helmet while driving the said Vehicle;
• keep the Vehicle engine turned on while providing the Vendor Services except upon reaching the origin and/or destination;
• maintain proper speed limit as prescribed by the Government Authority;
• be suitable for performing the Vendor Services; and
• be maintained in good operating condition, consistent with industry safety and maintenance standards for a Vehicle of its kind and any additional standards or requirements in the applicable Branch Location, and in a clean and sanitary condition.

2. The Service Provider may or may not have ownership as to the right, title and interest on the Vehicle and is responsible and liable for all loss or damages as to any matter arising from the Vehicle including the claims, demands, charges, expenses, show cause, detention, litigation cases, actions from Government Authority and but not limited to objections, etc. as may be raised by a third party, family or related members, appropriate authorities, police functionary, etc. and shall keep HAMAAL indemnified from all such claims during the term of this Agreement.

3. Service Provider makes himself/herself available to undertake Vendor Services for HAMAAL as and when a request for the same is placed by the Customer on HAMAAL. If required, the Service Provider may use his personal Vehicle or acquire a Vehicle from a third party ("Service Provider Vehicle") for providing the Vendor Services. No Vehicle of any kind shall be provided by HAMAAL under any circumstances and HAMAAL will not be liable to settle any claims or pay any amounts in regard to any accidental claims, insurance claims, tolls and all expenses with regard to the acquisition and maintenance of the Service Provider Vehicle, which are to be borne by the Service Provider solely.

4. The Service Provider shall ensure that the Service Provider Vehicle is well maintained and in good condition so that there are no delays in rendering Vendor Services.

5. All expenses incurred in maintaining, running and riding the Service Provider Vehicle shall be borne exclusively by the Service Provider.

6. The Service Provider shall hold and possess a valid driving license and a valid registration number for the Service Provider Vehicle, if required under the Applicable Law for the Vehicle used by the Service Provider for providing Vendor Services, which are up to date and in subsistence throughout the Term of these Service Provider T&C. Copies of the driving license as well as the registration certificate of the Service Provider Vehicle, including any other Service Provider Information, shall be handed to HAMAAL before commencing Vendor Services or at any other time deemed appropriate by HAMAAL.

7. Service Provider shall not commit any fraud while providing Vendor Services or otherwise commit any act or omission to gain any undue advantage. Service Provider agrees and acknowledges that in case HAMAAL believes that the Service Provider has committed any of the foregoing while undertaking Vendor Services, HAMAAL shall, in addition to its right to terminate the Agreement, in its sole discretion reserve the right to (a) disable the Service Provider from undertaking Vendor Services for such time as it deems fit and/or (b) deduct the undue gain made by the Service Provider through the fraudulent orders from the pay-out including incentives / Fees thereof and/or the Security Deposit, if any.

8. The Service Provider is not entitled to claim reimbursement of hospitalization / hospital bills that may be incurred by the Service Provider while rendering Vendor Services or incurred by his family members for any unfortunate accidents or severe illness, during the subsistence of Agreement and these Service Provider T&C.

9. HAMAAL shall, with regard to clause 8 above and on a best effort basis, try to reimburse costs, expenses and losses, if any, incurred by You towards any legal expenses (including but not limited to charges incurred for releasing of seized vehicles, advocate's fees, ancillary expenses) while completing the trip, for no fault of yours. The reimbursement, in any case, shall not be more than INR 5,000/- (Rupees Five Thousand) and shall be subject to the charges applicable to the particular City Court and / or State, whichever is lesser. This reimbursement shall be done only after internal investigation and on verification of facts by HAMAAL on a case-to-case basis.

APPENDIX C

ADDITIONAL TERMS AND CONDITIONS FOR 3 (THREE) AND 4 (FOUR) WHEELERS

1. The Service Provider acknowledges and agrees that the Vehicle with which he/she chooses to provide Vendor Services shall:

• operate in compliance with all applicable laws, circulars, notifications and notices as raised by the appropriate Authority from time to time;
• be properly registered, insured and licensed in accordance with law to operate as a Vehicle to transport Vendor Services;
• apply the seat belt while driving the Vehicle;
• keep the pollution certifications in place;
• maintain proper speed limit as prescribed by the Government Authority;
• at the time of loading of the consignment, check and verify that all consignments are loaded in absolutely sealed containers / packages as per the order details. Post verification of the same, they should affix their sign and seal as a token of verification. If any loss and/or damage arises due to any seal / lock cutting incident, then the Service Provider shall immediately lodge a First Information Report at the nearest police station, take photographs and report such incident to the nearest branch office of HAMAAL, handing over the copy of the FIR together with the photographs.
• be suitable for performing the Vendor Services; and
• have rope, ply and hook in the vehicle for providing service efficiently; and be maintained in good operating condition, consistent with industry safety and maintenance standards for a Vehicle of its kind, and in a clean and sanitary condition.

2. The Service Provider may use his personal Vehicle or acquire a Vehicle from a third party ("Service Provider Vehicle") for providing the Vendor Services. No Vehicle of any kind shall be provided by HAMAAL under any circumstances and HAMAAL shall not be liable to settle any claims or pay any amounts in regard to any accidental claims, insurance claims, tolls and all expenses with regard to the acquisition and maintenance of the Service Provider Vehicle, which are to be borne by the Service Provider solely.

3. The Service Provider shall ensure that the Service Provider Vehicle is well maintained and in good condition so that there are no delays in rendering Vendor Services.

4. All expenses incurred in maintaining, running and operating the Service Provider Vehicle shall be borne exclusively by the Service Provider.

5. The Service Provider shall hold and possess a valid driving license and a valid registration number for the Service Provider Vehicle, if required under the Applicable Law, which are up to date and in subsistence throughout the Term of these Service Provider T&C. Copies of the driving license as well as the registration certificate of the Service Provider Vehicle shall be handed to HAMAAL before commencing Vendor Services or at any other time deemed appropriate by HAMAAL.

6. The Service Provider shall have valid and adequate insurance coverage for the Service Provider Vehicle. Service Provider shall ensure that the insurance is valid, up to date and in subsistence throughout the Term of these Service Provider T&C. A copy of the insurance policy shall be given by the Service Provider to HAMAAL. Under no circumstances shall HAMAAL be liable to make any payment with respect to such insurance.

7. During the course of undertaking Vendor Services, the Service Provider shall conduct himself with honesty, discipline and in accordance with the policies and instructions of HAMAAL, whether presently in force or adopted in the future, including but not limited to safety, driving rules, etc. The Service Provider shall comply with the Applicable Laws as required to be complied with by any person driving Vehicles.

8. Service Provider shall not commit any fraud while providing Vendor Services or otherwise commit any act or omission to gain any undue advantage. Service Provider agrees and acknowledges that in case HAMAAL believes that the Service Provider has committed any of the foregoing while undertaking Vendor Services, HAMAAL shall, in addition to its right to terminate the Agreement, in its sole discretion reserve the right to (a) disable the Service Provider from undertaking Vendor Services for such time as it deems fit and/or (b) deduct the undue gain made by the Service Provider from the pay-out including incentives / Fees thereof and/or the Security Deposit, if any.

9. At no time whatsoever shall the Service Provider tamper, damage, open or do anything to the consignments of the Users that he/she is not specifically permitted to do. In case HAMAAL suffers any loss due to the Service Provider tampering, damaging or opening the packaging of consignments of the Users, HAMAAL shall have the right to recover any such loss from the payments required to be made by HAMAAL to the Service Provider.

10. The Service Provider acknowledges that the goodwill and reputation of HAMAAL is at stake with how effectively and efficiently the Service Provider shall render Vendor Services. Accordingly, the Service Provider shall not do any act that adversely affects HAMAAL and undertakes to be in compliance with Applicable Law at all times and protect the brand image, business reputation or any other asset / property of HAMAAL.

11. While logged-in to HAMAAL, the Service Provider shall not engage in any illegal activity or perform any actions that are contrary to Applicable Law.

12. All Confidential Information procured shall at all times be kept confidential and used only for the limited permitted purposes of rendering Vendor Services.

13. The Service Provider is not entitled to claim reimbursement of hospitalization / hospital bills that may be incurred by the Service Provider while rendering Vendor Services or incurred by his family members for any unfortunate accidents or severe illness, during the subsistence of Agreement and these Service Provider T&C.

14. HAMAAL shall on a best effort basis, try to reimburse costs, expenses and losses, if any, incurred by You towards any legal expenses (including but not limited to charges incurred for releasing of seized vehicles, advocate's fees, ancillary expenses) while completing the trip, for no fault of yours. The reimbursement, in any case, shall not be more than INR 10,000/- (Rupees Ten Thousand) and shall be subject to the charges applicable to the particular City Court and / or State, whichever is lesser. This reimbursement shall be done only after internal investigation and on verification of facts by HAMAAL on a case-to-case basis.

15. The Service Provider shall not resort to the below mentioned acts / commission / omission of events:

• Any violation or breach of any term of these T&Cs;
• If the Service Provider, in the opinion of HAMAAL, misuses HAMAAL;
• Failure to verify or authenticate Service Provider Information;
• Misbehaviour or rude behaviour with the staff of HAMAAL, customers or any other persons associated with HAMAAL;
• Any acts involving criminal offence punishable under law, including physical assault, threatening any of the staff of HAMAAL, person associated with HAMAAL and any other persons;
• Concealment of fact / material information while entering into a contract with HAMAAL;
• Poor and irregular attendance for work, meetings and failure to abide by the rules / terms of the contract;
• Being drunk while on duty or exhibiting drunken behaviour;
• Commission of fraud / misappropriation / embezzlement for undue monetary gain, which is against the interest of HAMAAL;
• Negligence in performing the duty, causing damage to moveable and immoveable assets of HAMAAL, its employees, or customers;
• Indulging in spreading content through digital media, social networking sites, or any other form, which could be detrimental to HAMAAL's brand and its image;
• Indulging in acts such as creating ruckus / strikes / or any activity against HAMAAL, which could be detrimental to HAMAAL's brand and its image;
• Indulging in unauthorized disclosure of confidential information of HAMAAL to external agency, person, or organization;
• Misuse of assets provided by HAMAAL, which could be detrimental to the interest of HAMAAL's brand and its image;
• Absconding for more than 4 hours with any asset, item, money or any other valuable item belonging to HAMAAL, its employees, customers or other staff member(s);
• Failure to abide by any of the rules and guidelines given by HAMAAL as part of service quality standards and principles and/or Code of Conduct; or
• In case the background check, whether wholly or partially, is found negative at any point of time during the term of these T&Cs.

ANNEXURE 1A

(Details of Vehicles and Drivers with No Objection Certificate)

1. Vehicle Details:

a. Vehicle Mfg Year: As per the attached Vehicle documents

b. Vehicle Model:

c. Vehicle Registration No:

d. Vehicle Owner:

Copy of all documents:

2. Service Provider Details:

a. Is the owner the service provider under this agreement? Y/N

b. If owner is not the service provider, please provide the following details:

• Name, address and contact details of the service provider
• Please provide the no objection certificate from the vehicle owner (appended)

3. Driver Details:

4. Bank Account Details:

5. Statutory details of the Service Provider:

6. The Service Provider acknowledges that it shall be deemed to be unregistered under GST law by HAMAAL, unless and until it intimates HAMAAL otherwise.

7. Documents attached here:

• Cancelled cheque specifying the bank account information of the Service Provider;
• Copy of PAN Card (of the Service Provider);
• Copy of Driving License (of the Driver);
• Copy of Aadhaar Card (of both Service Provider and Driver);
• Vehicle Registration Certificate and Documents;
• PUC; and
• Fitness Certificate.

For & on behalf of the Service Provider, I declare that the above information is correct. Any changes in the above information will be duly informed by me to HAMAAL in advance.

ANNEXURE 1B

NO OBJECTION CERTIFICATE

(TO WHOM IT MAY CONCERN)

I am the owner of the Vehicle. I am hereby authorizing the Service Provider to engage my Vehicle and enter into the Service Agreement with Hamaal Technologies Private Limited. I also authorize the Service Provider to collect any payments or compensation against the services. I have no objection on any of the above commercial transactions with HAMAAL.

Thanking You,