Terms and conditions

MASTER SERVICE AGREEMENT

MASTER SERVICE AGREEMENT

This Master Service Agreement (“Agreement”), dated [CONTRACT DATE] (“Effective Date”), is between:

Baldor Technologies Private Limited, a company incorporated under the Companies Act, 1956 whose C.I.N. is U74900MH2011PTC291275, having its registered office and corporate offices at 4-F, Rushabh Chambers, Plot No.609, Off Makwana Road, Marol Naka, Andheri (East), Mumbai Maharashtra – 400059, India, website: www.idfy.com, telephone number: (+91) 22 4914 7777, fax number: (+91) 22 4914 7725 and email id: contactus@idfy.com (hereinafter referred to as “IDfy” which expression shall, unless repugnant to the context, be deemed to include its successors and assigns);

AND

[Client], a company validly incorporated under the laws of _________, PHBN __________ [Client Address] (hereinafter referred to as the “Client”, which expression shall, unless repugnant to the context, be deemed to include its legal representatives and successors);

The Client and IDfy may be referred to individually as a “Party” and together as the “Parties”.

RECITALS

IDfy is in the business of providing various client due diligence and ‘know your customer’-related services to its customers.

Based upon the terms and considerations set out herein, the Client has asked IDfy to provide, and IDfy has agreed to provide to the Client, the various services described in the Annexure to this Agreement in relation to the Client’s customers (“Verification Subjects”).

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS, AGREEMENTS, REPRESENTATIONS AND INDEMNITIES SET FORTH IN THIS AGREEMENT, AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED BY THE PARTIES, THE PARTIES HEREBY AGREE AS FOLLOWS:

DEFINITIONS AND INTERPRETATION

In this Agreement, the following terms shall, unless the context otherwise requires, have the following meanings:

“Agreement”	has the meaning ascribed to it in the prefatory paragraph above.
“Applicable Law”	means any law, rule, regulation, direction, master direction, circular, notification, ordinance, order, treaty, judgment, decree, injunction, permit or decision of any central, state or local government, authority, agency, court or other body having jurisdiction over the matter in question, as may be in force from time to time.
“API”	shall mean Application Programming Interface, as that term is generally understood in the information technology industry.
“Business Day”	shall mean a day which is not a Sunday, or a public holiday or a bank holiday under the Negotiable Instruments Act, 1881 at Mumbai.
“Confidential Information”	means any information (regardless of being identified or marked as ‘confidential’ or ‘proprietary’) received by one Party in relation to the other Party including (i) all information regarding any affiliates, group companies, businesses, employees, customers, suppliers, contractors, other third parties conducting business with such other Party, affiliates, group companies, customers or other technical and commercial matters; (ii) customer identification information, sensitive personal information, products, services, legal, financial, commercial, marketing and business related records, data, documents, reports, drawings, models, samples, disks, data, client information, any copies thereof; (iii) any information which is marked as ‘confidential’, and (v) any information which according to Applicable Law is confidential or sensitive information.
“Dispute”	has the meaning ascribed to it in Clause 14.1.
“Effective Date”	has the meaning ascribed to it in the prefatory paragraph above.
“Fee”	has the meaning ascribed to it in Clause 4.1 and Annexure ‘A’ to this Agreement, as amended from time to time.
“IDfy Indemnified Party”	has the meaning ascribed to it in Clause 9.2.
“Indemnified Parties”	has the meaning ascribed to it in Clause 9.1.
“Indemnifying Party”	has the meaning ascribed to it in Clause 9.1.
“IPR”	means: (i) any invention (whether patentable or not and whether or not reduced to practice), any improvement thereto, any patent, patent application and patent disclosure, together with any reissuance, continuation, continuation-in-part, revision, extension and re-examination thereof; (ii) any trademark, service mark, trade dress, logo, trade name, and corporate name, together with any translation, adaptation, derivation, and combination thereof and including any goodwill associated therewith, and any application, registration, and renewal in connection therewith; (c) any copyrightable work, any copyright, and any application, registration, and renewal in connection therewith; (d) any mask works and any application, registrations, and renewals in connection therewith; (e) any trade secret and confidential business information (including any idea, research and development, know-how, formula, compositions, manufacturing and production process and technique, technical data, design, drawing, specification, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals); (f) any computer software (including data and related documentation); (g) any other proprietary right; (h) any copies and tangible embodiments thereof (in whatever form or medium); (i) any license or sublicense of an intellectual property, whether exclusive or non-exclusive; and (j) any software, features, design, programming, application, development work and / or promotion, advertising which in any way contributes / supports, tests, helps the business of the Party concerned whether developed by that Party or employees of that Party or outsourced by that Party.
“Notice”	has the meaning ascribed to it in Clause 15.1.
“Services”	means the services to be provided by IDfy under this Agreement as listed in Annexure ‘A’ to this Agreement as amended from time to time.
“Term”	has the meaning ascribed to it in Clause 5.1.
“Verification Subject/s”	has the meaning ascribed to it in the prefatory paragraph of this Agreement.
“Verification Subject Information”	has the meaning ascribed to it in Clause 8.2.2.

In this Agreement, unless the context otherwise requires:

words denoting the singular include the plural and vice versa;

reference to the words “include” or “including” shall be construed without limitation;

references to a specified clause or Annexure of this Agreement shall be construed as a reference to that specified clause or Annexure;

the headings and titles in this Agreement are for reference only and shall not affect the construction or interpretation of this Agreement;

reference to statutory provisions shall be construed as meaning and including references also to any amendment or re-enactment (whether before or after the date of this Agreement) for the time being in force and to all statutory instruments or orders made pursuant to such statutory provisions; and

the annexures hereto form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement.

SCOPE

IDfy shall render the Services (as listed in Annexure ‘A’ to this Agreement) for the Fees and on the terms and conditions set out in this Agreement (including its Annexures). In the event, IDfy is required to render any services in addition to those specified in the Annexure, the scope of such additional services and consideration for such additional services shall be mutually agreed between the Parties.

The Client acknowledges that the Services contemplated under this Agreement will be rendered on a non-exclusive basis and IDfy may, during the subsistence of this Agreement, render services similar to the Services contemplated under this Agreement to other persons.

SERVICE PERFORMANCE

IDfy shall commence provision of the Services upon the execution of this Agreement; however, the provision of the Services in respect of any Verification Subject shall be contingent upon the completion of any modifications or customisations to IDfy’s existing services software and platforms, in the manner agreed between the Client and IDfy, and in accordance with the timelines agreed between the Client and IDfy.

It is hereby clarified that IDfy is not under any direct contractual obligation with the Verification Subjects and is providing Services to the Client under a contractual obligation to the Client. The Client shall be responsible for ensuring compliance with Applicable Law, including without limitation, the provisions of Rules 5 and 6 of the Information Technology (Reasonable Security Practices And Procedures and Sensitive Personal Data or Information) Rules, 2011, and the provisions of the Aadhaar (Targeted Delivery of Financial and Other Subsidies, Benefits and Services) Act, 2016, and the applicable Rules and Regulations framed thereunder (the “Aadhaar Act”) in relation to obtaining the consent of Verification Subjects for the performance of the Services, as well as the provisions of the Banking Regulation Act, 1959, and the directions, master directions (including, without limitation, the Reserve Bank of India’s RBI/DBR/2015-16/18, Master Direction DBR.AML.BC.No.81/14.01.001/2015-16 dated February 25, 2016 as updated from time to time), notifications, circulars, and other instructions and notifications issued by the Reserve Bank of India, the Securities and Exchange Board of India, or any other governmental authority from time to time, in relation, inter alia, to the ‘know your customer’ or ‘client due diligence’ processes applicable to the Client.

The Client understands and agrees that the provision of Services by IDfy shall be:

In the manner set forth in Annexure ‘A’; and

Based upon the representations, warranties, and covenants of the Client set out herein, and the information provided to IDfy in relation to any Verification Subject, and that IDfy shall not be responsible or liable in any manner for any inaccuracy, incompleteness, or insufficiency that is based upon, or has resulted from, IDfy’s providing the Services on the basis of such representations, warranties, and covenants and information provided to IDfy in accordance with the terms hereof.

All requests for the use of the Services in relation to any Verification Subject are subject to acceptance by IDfy, and IDfy retains the right to reject any request for Services in relation to any Verification Subject:

That IDfy is prohibited from conducting under Applicable Law or under any order or direction of a governmental authority;

That is not provided to IDfy in the manner agreed between the Parties hereunder, or in any mutually agreed format in which such requests are to be provided to IDfy by the Client;

In the event any documents on the basis of which the relevant Services are to be provided are unclear, indecipherable, or provided in a format other than the format that may have been mutually agreed between the Parties;

In the event a Third-Party Service (as defined in Clause 3.5) necessary for the provision of such Services is unavailable;

Is not accompanied by the necessary Consents; or

If there are no API credits left in favour of the Client against payments made by the Client to IDfy in accordance with Clause 4.

The Client understands and agrees that in order to provide the Services to the Client under this Agreement, IDfy must necessarily access or employ various third-party applications, programs, databases, APIs, and services provided by various third parties (collectively, “Third-Party Services”). Notwithstanding anything in this Agreement, the Parties agree that IDfy’s provision of the Services to the Client under this Agreement is subject to the availability of such Third-Party Services, and that IDfy:

Shall not be liable or responsible in any manner whatsoever for any liability or action arising as a result of, or in relation to, the unavailability, inaccessibility, inefficiency in performance, or inaccuracy of results obtained from, such Third-Party Services, and

Shall not be considered to be in default of any of its obligations or responsibilities under this Agreement arising out of such unavailability, inaccessibility, inefficiency in performance, or inaccuracy of results obtained from, such Third-Party Services, whether by way of exceeding the turn-around-time (“TAT”) in relation to any particular instance of a Service, or any inaccuracy in any written report or information provided by IDfy to the Client, or any other component of any instance of a Service, or otherwise.

FEES AND INVOICING

The aggregate of the per unit services fees (“Fee”) described in Annexure ‘A’ shall be payable to IDfy by the Client, in the manner set out in Annexure ‘A’, and as consideration for the number of credits set out in the aforesaid Annexure ‘A’. All payments shall be subject to tax deductions as required under Applicable Law. The Client shall be liable to pay service tax, GST, and all other taxes that are now or may in the future become applicable to any Fee payment under this Agreement. The Client shall reimburse to IDfy all pre-agreed exemplary charges, costs or expenses to be borne or incurred by IDfy towards provision of the Services to the Client hereunder.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date and remain in force until terminated in accordance with the provisions hereof (“Term”).

This Agreement may be terminated by:

either Party upon 60 (sixty) days’ prior written notice to the other Party of its desire to do so;

either Party by written notice of 7 (seven) Business Days to the other Party if a law, order or government decision comes into force which makes it unlawful for either the Client or IDfy to carry on their respective businesses;

either Party with immediate effect in the event that the other Party:

materially breaches its obligations hereunder in a manner that is irremediable, or if the other Party fails to remedy a remediable breach within 30 (thirty) days of being put on notice of such breach by the non-breaching Party, or

undergoes a ‘change in control’, which shall mean a change in the legal, beneficial or equitable ownership of 50% (fifty percent) or more of the aggregate of all voting rights in such Party.

either Party if a petition for winding-up, liquidation, striking off of the register, bankruptcy, or dissolution of the other Party is admitted by a court of law in India, or such other Party passes a resolution for voluntary winding-up;

Upon the termination of this Agreement:

the Client’s right to receive the Services under the Agreement shall immediately stand terminated;

there shall be no effect, adverse or otherwise, on the vested rights of either Party;

Client will deliver to IDfy the credentials of the Software (including all attachments and parts) if any, and all documents, samples, and other materials which may have been provided by the IDfy in connection with the Software or the Services; and

it shall not affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination. For avoidance of doubt, all payment obligations accrued hereunder prior to termination shall survive such termination.

INTELLECTUAL PROPERTY RIGHTS

Each Party acknowledges that, as between the Parties, the other Party owns all right, title, and interest in and to such other Party’s IPR, whether presently existing or later developed by such other Party. Nothing herein shall give either Party any right, title or interest in any of the other Party’s IPR, or, except as provided herein, any right to use any of the other Party’s IPR in any manner.

The Client agrees that IDfy shall retain absolute ownership and all rights, title, and interest to the Software and does not convey any proprietary rights or other interest therein to the Client by virtue of this Agreement. The Client shall have only limited right to avail the Services, facilitated by the Software, offered under the terms of this Agreement.

The Client hereby agrees and undertakes not to reproduce, communicate, modify or reverse engineer the Software. The Client must not copy or give any third party access to the Platform without the prior written consent of the IDfy.

IDfy/ IDfy.com is/are an exclusive trademark of IDfy and use of the same would require prior written permission of IDfy. The Software and system developed by IDfy solely belongs to IDfy.

DATA CONFIDENTIALITY AND SECURITY

Each Party recognises that in the course of the transactions envisaged in this Agreement, it may become privy to Confidential Information, whether in oral, written, audio or visual form, as a result of this Agreement or the transactions envisaged under this Agreement.

Each Party agrees that it shall:

keep confidential all the Confidential Information and shall not, without the prior written consent of the other Party, divulge such Confidential Information to any third party;

limit internal dissemination of such Confidential Information to only those individuals whose duties justify their need to know such information;

use the Confidential Information only for the purposes contemplated in this Agreement or for which it was provided and not profit from the same in an unauthorised manner;

provide for the preservation of all Confidential Information in accordance with the requirements of Applicable Law;

immediately upon request by the other Party, return or destroy all Confidential Information together with any copies thereof subject to sub-clause 7.2.4; and

maintain secure systems to ensure that there is no breach of its own internal security which may result in any leakage or disclosure of Confidential Information to any third party.

The confidentiality obligations in this Clause 7 do not apply to any information which:

has passed into the public domain other than by breach of this Clause 7;

is already before receipt of it from the other Party in possession of a Party without any restriction as to disclosure;

is received from a third party who has lawfully acquired it and who is under no obligation to restrict its disclosure;

has been independently developed without access to the Confidential Information;

a Party is under a legal obligation to disclose, provided that so far as it is lawful and practical to do so, such Party when subject to such disclosure obligation (to the extent possible, prior to such disclosure) shall promptly notify the other Party of such obligation having arisen with a view to provide an opportunity to the other Party to contest such disclosure, or consent to the timing and content of such disclosure, which it shall consider and act on, in good faith.

The expiry of the Term or termination of this Agreement shall not affect the confidentiality obligations of the Parties under this Clause 7 in relation to the Confidential Information.

REPRESENTATIONS AND WARRANTIES

Each Party hereby represents and undertakes to the other Party that:

it is a body corporate duly incorporated under the laws of India;

it has the power and authority to execute and deliver this Agreement and upon execution and delivery of the same, it shall be a legal, valid and binding obligation of that Party enforceable in accordance with its terms;

the execution and delivery of this Agreement has been duly authorised by necessary corporate actions and approvals and does not require any further authorisation or consent of its shareholders or any third party; and

the execution and performance of this Agreement by such Party does not violate any Applicable Law or violate or contravene the provisions of or constitute a default under any of its constitutional documents or any documents, contracts, agreements or other instruments to which it is a party or which is applicable to it.

IDfy hereby undertakes that:

it shall take appropriate measures to ensure adequate protection of privacy and confidentiality of all Confidential Information that comes into its possession in the manner contemplated in this Agreement during the course of rendering the Services;

it shall not store any information or documents in relation to any Verification Subjects provided to it by the Client in the course of the activities contemplated hereunder (“Verification Subject Information”) on its systems for any duration longer than may be necessary to provide the Services, and shall delete such Verification Subject Information as soon as may be reasonably practical upon the provision of the Services in relation to that Verification Subject;

IDfy represents that it has incorporated adequate data security and confidentiality measures and practices to protect the information received from the Client and shall at all times comply with the applicable data protection laws

it shall provide qualified, experienced and competent personnel for rendering the Services and apprise them of the sensitive nature of the Confidential Information that they may become privy to; and

it shall not breach the IPR of any third party in the course of providing the Services.

The Client hereby represents and undertakes that:

it shall comply with all Applicable Laws (including anti-corruption and anti-money laundering laws) applicable to it;

it shall promptly notify IDfy of any breach of its obligations or undertakings under this Agreement;

it shall not breach the IPR of IDfy;

it has obtained all such permissions, authorisations, and consents as may be required, and in such form as may be prescribed under, any Applicable Law, from the persons in relation to whom the Client has provided, or shall provide any information to IDfy for the performance of the Services by IDfy under this Agreement.

The Client acknowledges and agrees that given the very nature of software code and development, there may, despite all reasonable precautions and diligence on IDfy’s part, be unforeseen errors, breakages, downtime, bugs, or crashes affecting the Service. IDfy does not make any representation, warranty or guarantee, whether on behalf of itself or third parties, that the Service, or any other applications, website, products, functions or services offered or made available by it under this Agreement will be error-free or work in an uninterrupted manner, or that the Service, its applications, or servers will be free of viruses or other harmful components, and the Client hereby expressly accepts any and all associated risks involved with its use thereof. The Client agrees and undertakes that it may access the Service or IDfy’s website at its sole risk, using its best and prudent judgement.

THE CLIENT AGREES THAT ITS USE OF THE PRODUCT OR IDfy’S WEBSITE IS AT ITS SOLE RISK, WHICH IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. OTHER THAN THE WARRANTIES EXPLICITLY SET OUT IN THIS AGREEMENT, IDfy AND ITS SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IDfy DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SERVICE, AND THE CLIENT MAY RELY ON THE PRODUCT AT ITS OWN RISK. ANY MATERIAL THAT THE CLIENT ACCESSES OR OBTAINS THROUGH IDfy IS DONE AT ITS OWN DISCRETION AND RISK, AND THE CLIENT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTERS OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH THE SERVICE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IDfy AND ITS SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF IDfy HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM THE CLIENT’S USE OF OR ACCESS TO THE SERVICE. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF IDfy AND ITS SUPPLIERS AND LICENSORS OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE LIMITS SET OUT IN CLAUSE 10.

INDEMNITY

Without prejudice to any other right available under Applicable Law, each Party (“Indemnifying Party”) shall indemnify, defend and hold harmless the other Party, its affiliates, directors, officers and employees (collectively, the “Indemnified Parties”) from and against any and all losses, liabilities, damages, deficiencies, demands, claims, actions, judgments or causes of action, assessments, interests, penalties and other costs or expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred or suffered by, or imposed upon or asserted against, the Indemnified Parties directly arising out of:

any inaccuracy in any of the representations made by the Indemnifying Party in this Agreement;

any breach of any of the covenants, undertakings, or obligations in this Agreement by the Indemnifying Party;

non-compliance with any Applicable Law by the Indemnifying Party in performing its respective duties or exercising its rights under this Agreement.

Without prejudice to the generality of the foregoing, the Client shall indemnify, defend and hold harmless IDfy, its directors, employees, and agents (the “IDfy Indemnified Party / Parties”) from and against any and all losses, liabilities, damages, deficiencies, demands, claims, actions, judgments or causes of action, assessments, interests, penalties and other costs or expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred or suffered by, or imposed upon or asserted against, an IDfy Indemnified Party based upon, or arising out of, any breach, non-compliance, or non-fulfilment of the requirements of, any Applicable Laws relating to the consents in relation to any Verification Subject, the Reserve Bank of India or other governmental authority’s ‘know your customer’ or ‘client due diligence’ processes, or based upon, or arising out of, any decision of the Client affecting any Verification Subject based upon a Service provided by IDfy.

LIMITATION OF LIABILITY

Subject to Clauses 10.2 and 16.5 below, the entire and aggregate liability of one Party hereunder to the other (or its directors, employees and agents) whatsoever and howsoever arising and whether arising from any breach of the terms of this Agreement or otherwise, shall in no event exceed the total Fee paid by the Client under this Agreement to IDfy in the 12 (Twelve)-month period preceding the incident giving rise to the relevant liability.

Neither Party shall have the right to recover damages or to indemnification of any nature, whether by way of lost profits, expenditures for promotion, payment for good will or otherwise made in connection with the business contemplated by this Agreement, solely as a result of the expiration or permitted or lawful termination of this Agreement.

NON-SOLICITATION

Each Party hereby covenants and agrees that it shall not, without the prior written consent of the other Party, directly or indirectly, solicit the employment of any of the directors or employees of the other Party, during the Term and for a period of 6 (six) months thereafter.

SEVERABILITY AND AMENDMENT

If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent for any reason including by reason of any Applicable Law, the remainder of this Agreement and the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by Applicable Law.

Any invalid or unenforceable provision of this Agreement shall be replaced with a provision, which is valid and enforceable and most nearly reflects the original intent of the unenforceable provision.

ASSIGNMENT

Neither Party shall transfer or assign any of its rights and obligations under this Agreement to any third party without the prior written consent of the other Party.

DISPUTE RESOLUTION, GOVERNING LAW, AND JURISDICTION

The Parties shall first attempt to resolve any dispute, controversy, difference or claim arising between them in relation to or connected with this Agreement (including one regarding the existence, validity, interpretation or termination of this Agreement or relating to any non-contractual or other obligation arising out of or in connection with this Agreement) or the consequences of its nullity (a “Dispute”) through mutual discussions held in good faith. Without limitation to the foregoing, each Party must nominate one of their senior officers to assist to resolve the Dispute and procure that such senior officer uses their reasonable endeavours to discuss and negotiate resolution of the Dispute with the senior officer appointed by the other Party under this Clause.

In the event, the Parties are unable to resolve a Dispute through the mechanism set out in Clause 14.1 for a period of 30 (Thirty) Business Days from the commencement of the good faith discussions, such Dispute shall be referred for arbitration under the Arbitration and Conciliation Act, 1996 (India) in force at the relevant time. The following provisions shall apply in respect of such arbitration proceedings between the Parties:

The arbitral tribunal will, subject to the following provisions, consist of one arbitrator, jointly appointed by both Parties.

The seat of the arbitration will be Singapore, and the venue for all hearings will be Singapore.

The governing law of the arbitration will be the same as that prescribed in Clause 14.3.

The arbitration must be conducted in English and in confidence.

The Parties must procure that the determination of the arbitrator is given in writing and sets out the reasons for the determination.

The determination of the arbitrator will be final and binding on all Parties for all purposes and, subject to Clause 14.2.8, the Parties waive any and all rights to appeal to the courts, to the extent that such waiver can validly be made.

Each Party must bear its own costs in connection with any Dispute, provided however that:

all interim expenses or fees payable to arbitrators or institutions conducting an arbitration must be shared equally by the Parties; and

insofar as the rules of the arbitration permit, the arbitrator may award costs as part of their determination, in which case such determination will (notwithstanding the foregoing) prevail.

Notwithstanding any provision of this Clause 14 (including Clause 14.2.6), nothing in this Clause 14 prevents any Party from applying to a court of competent jurisdiction:

for injunctive relief, a preservation order or seek other interim relief; or

to seek enforcement and judgement on any arbitral award or determination made under this Agreement.

Notwithstanding any of the foregoing provisions of this Clause 14.2, in the event that a Dispute subsists and, at that time, there also subsists another dispute, controversy, difference or claim arising between those same Parties in relation to or connected with this Agreement and which is already the subject of existing arbitration proceedings, the Parties must (unless they otherwise agree in writing) procure (including by the exercise of rights and discretions available to them under this Agreement) that the Dispute is referred to and heard by the arbitrator hearing the existing arbitration proceedings.

Notwithstanding the existence of any Dispute or the conduct of any arbitration proceedings pursuant to this Agreement, this Agreement shall remain in full force and effect and the Parties must continue to perform their obligations hereunder.

This Agreement will be governed by the laws of India. Subject to applicable Law, all disputes between the Parties in relation to this Agreement will be subject to the exclusive jurisdiction of courts in Singapore

NOTICES

Any notice, request, demands or other communication required or permitted to be given under this Agreement (“Notice”) shall be written in English and shall be delivered in any of the following modes of communication: hand delivery or delivery by courier, or by registered post with acknowledgement due or transmitted by e-mail and properly addressed as follows; provided where the Notice has been sent by e-mail, the notice shall also be sent by a nationally recognised courier service or registered-post or hand-delivery:

For notices to the Client:

Attention: [Client Notice Attention]

Address: [Client Notice Address]

Telephone: [Client Notice Telephone]

E-mail: [Client Notice Email]

For notices to IDfy:

Attention: Mr. Ashok Hariharan

Address: 4-F, Rushabh Chambers, off, Makwana Rd, Gamdevi, Marol, Andheri East, Mumbai, Maharashtra 400059, India

Telephone: +91-2249147777

E-mail: ashok@idfy.com

Notices shall be deemed to have been validly given (i) when delivered, if Notice has been given by hand delivery; (ii) within 3 (three) days of dispatch of the said Notice, if sent by prepaid registered post with acknowledgement due or by nationally recognised courier service, or (iii) at the time of confirmation of transmission recorded on the sender’s computer, if sent by email.

Any Party may, from time to time, change its address or representative for receipt of Notices provided for in this Agreement by giving to all the other Parties not less than 15 (fifteen) days prior written Notice.

MISCELLANEOUS

Remedy: The Parties agree any breach or threatened breach of the provisions of this Agreement by one Party is likely to cause irreparable loss, harm and injury to the other Party to this Agreement or to third parties, which may not be adequately quantifiable or determinable in monetary terms. The Parties hereby agree that each Party shall have the right to seek remedy for any breach or threatened breach or violation by the other of any obligations and conditions as contained hereunder by way of injunction in addition to and not in lieu of any other legal or equitable relief including monetary damages. Such remedy shall not be deemed to be the exclusive remedy for breach of this Agreement but shall be in addition to all other remedies available at law, equity or in this Agreement.

Entire Agreement: This Agreement constitutes the entire agreement of the Parties relating to the subject matter hereof. It supersedes any and all other agreements, either oral or in writing, between the Parties hereto with respect to the subject matter herein.

Relationship: The Parties hereby declare and confirm that the Parties are independent contractors, that the relationship between the Parties shall be on a principal-to-principal basis and that no agency, joint venture, partnership, association of persons, trusteeship or similar relationship of any kind shall be deemed to be created between the Parties merely on the entering into, or execution of, this Agreement.

No Waiver: No forbearance, indulgence or relaxation or inaction by any Party at any time to require performance of any of the provisions of this Agreement shall in any way affect, diminish or prejudice the right of such Party to require performance of that provision. Any waiver or acquiescence by any Party of any breach of any of the provisions of this Agreement shall not be construed as a waiver or acquiescence of any right under or arising out of this Agreement or of the subsequent breach, or acquiescence to or recognition of rights other than as expressly stipulated in this Agreement.

Force Majeure: Neither Party shall be considered as being in default or liable for any delay in performance or for any non-performance caused by circumstances beyond the reasonable control of such Party, including but not limited to, acts of God, explosion, fire, flood, epidemic/pandemic, lockdowns, accidents, strike or other labour disturbance, power outage, cyber-attacks or data breaches (to the extent beyond the reasonable control of IDfy) water outage, war (whether declared or not), sabotage, order or decree of any court, or action of any governmental authority, or other causes, whether similar or dissimilar to those specified, that cannot reasonably be controlled by the party who failed to perform.

Survival: The provisions of Clauses 1, 4.1, 5.3, 6, 7, 9, 10.1, 13, 14, 15, 16.1, and this 16.6, and any other provision which expressly or by their nature should survive termination shall survive the expiry of the Term and termination of this Agreement.

Counterparts: This Agreement may be executed in any number of originals or counterparts, each in the like form and all of which when taken together shall constitute one and the same document, and any Party may execute this Agreement by signing any one or more of such originals or counterparts.

IN WITNESS WHEREOF the Parties have executed this Agreement on the date first written above:

On behalf of

[Client]

For and on behalf of

Baldor Technologies Private Limited

ANNEXURE ‘A’

DESCRIPTION OF SERVICES AND COMMERCIAL TERMS

IDfy will provide a cloud-hosted software solution with the following modules

Video Conferencing
- Browser based live video conference facility intended for Client agents to interact with their customers for onboarding purposes
- Agent-side interactive panel for conducting verification and validation of identity parameters
- Session output decision and temporary storage of artefacts
- Video call routing, customer queuing and scheduling
API Packages – A package configured as per the Client requirements. Package to include
- Interactive and content screens that may be launched prior to video conference sessions
- Specific tasks such as document OCR, Verification, facematch
- Questions and tasks for Client agent to validate customer identity parameters
Portals and Dashboards
- User access management for only authenticated users as per Client requirement
- Separate user roles for makers and checkers
- Agent portal to add new profiles, view previous profiles and maintain a record of the status of each profile
- Agent portal to audit and review the recorded multimedia artefacts of previous video sessions
- Agent portal to launch the live video session between Client agent and customer
Reporting and MIS
- System logs
- Customer status and agent task performance reports
- Billing reports
Software Support during business hours on Monday to Friday
Integration kit
- API documentation
- Assistance on integration through kick-off, sample customer journeys, data flow documents, purge policies, integration sign-off and go-live checklists
Assistance with Client network security setup for whitelisting URLs and opening ports
Training kit
- Assistance on Client agent setup, onboarding and training
- Multimedia training collateral