Privileged and Confidential - UMCA ONLINE SERVICES PVT

Privileged and Confidential

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SERVICE LEVEL AGREEMENT

This Service Level Agreement (“Agreement”) is entered into on this 23TH DAY OF NOVEMBER 2021(“Effective Date”),by and between

PAY2ALL SERVICES PRIVATE LIMITED (Through Mr. Sanjay Kumar-Director having CIN – U93093UP2019PTC115662,PAN – AAKCP4870E,TAN – MRTP07025E , Company incorporated under the Companies Act -2013 (18 of 2013) vide And having its registered office At F-58, Sector,11,Noida,Gautam Buddha Nagar, Uttar Pradesh,201301 ,(hereinafter referred to as “PAY2ALL SERVICES PRIVATE LIMITED” which expression shall, unless it be repugnant to the subject or context thereof, include its successors and assigns) HEREINAFTER REFERRED TO AS THE PARTY OF THE FIRST PART

AND

UMCA ONLINE SERVICES PRIVATE LIMITED a partnership concern (Through MS. DEEPA SHARMA and having its

Registered office at SHOP NO 6 GROUND FLOOR CHAMA ENCLAVE ALWATIYA SHAHGANJ AGRA UTTAR PRADESH, Which expression shall, unless it be repugnant to the subject or context Thereof, include its successors and Assigns HEREINAFTER REFERRED TO AS THE PARTY OF THE SECOND PART; and

PAY2ALL SERVICES PRIVATE LIMITED and UMCA ONLINE SERVICES PRIVATE LIMITE are

here in after also referred to individually as ‘Party’ or collectively as ‘Parties’ as per the context.

PREAMBLE

WHERE AS UMCA ONLINE SERVICES PRIVATE LIMITED is engaged in the business of Telecommunications.

UMCA ONLINE SERVICES PRIVATE LIMITED AND WHEREAS the Parties are desirous of entering into a business arrangement whereby PAY2ALL SERVICES PRIVATE LIMITED shall provide the services as per this agreement to UMCA ONLINE SERVICES PRIVATE LIMITED in consideration of charges specified in this agreement.

NOW THEREFORE in consideration of the foregoing and the mutual covenants contained herein, the Parties hereto Here by agree as follows:

1 DEFINITIONS

In this Agreement (Service Level Agreement), unless the context otherwise requires, the following terms shall have the meaning ascribed to them hereunder:

“Customer” means any person (individuals /entities) who avails the online services as offered by UMCA ONLINE SERVICES PRIVATE LIMITED under this Agreement so provided directly or indirectly by PAY2ALL SERVICES PRIVATE LIMITED to UMCA ONLINE SERVICES PRIVATE LIMITED“ Intellectual Property Rights” means all information whether written, oral or Readable form or in any other form whatsoever, including but not limited to documentation, specifications Reports, data, notes, drawings, models, patterns, samples. Software computer outputs, designs, circuit Diagrams, inventions, whether patentable or not and know-how.

“Margin” shall mean the amount that accrues to UMCA ONLINE SERVICES PRIVATE LIMITED expressed as a percentage of the MBTO, for the Surrendered by it.


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“Margin by Telecom Operator/MBTO” shall mean the margin afforded by the Telecom Operator Companies to UMCA ONLINE SERVICES PRIVATE LIMITED“PAY2ALL SERVICES PRIVATE LIMITED Supplied Items and Properties” means all software, tangible and intangible properties (including without limitation the PAY2ALL SERVICES PRIVATE LIMITED Application) supplied by PAY2ALL SERVICES PRIVATE LIMITED to UMCA ONLINE SERVICES PRIVATE LIMITED For facilitating the performance of Services pursuant to this Agreement.

“Services / Products” means various services within the scope of this agreement.

“Telecom Operator Companies” means various telecom operator companies and other companies.

“Trade Advance” means the amount deposited by UMCA ONLINE SERVICES PRIVATE LIMITED With PAY2ALL SERVICES PRIVATE LIMITED in advance for obtaining the services of PAY2ALL SERVICES PRIVATE LIMITED.

2. TERM OF AGREEMENT (SERVICE LEVEL AGREEMENT)

This Agreement (Service Level Agreement) shall come into force from the 23TH OF NOVEMBER 2021 and shall be valid for period of 3 years unless terminated earlier by either Party in accordance with the terms hereof in writing (“Term”). If the Agreement is not terminated by either party or the term of Agreement lapses then the Agreement will automatically renewed for next 1 years successively and soon. Source code (Portal & Android) will be chargeable (50000/-).

4.2 Obligations of UMCA ONLINE SERVICES PRIVATE LIMITED The second party shall pay the charges as per this a

Firs party within 30 days from the date of raising the invoice by the first party.

5. INDEPENDENT SERVICE PROVIDER

This Agreement is on a "principal to principal" basis and UMCA ONLINE SERVICES PRIVATE LIMITED shall provide the Services strictly as an "independent service provider" on a non- exclusive basis and nothing contained herein is intended to nor shall be deemed to create any partnership, joint venture, employment, principal- agency between the Parties hereto or between PAY2ALL SERVICES PRIVATE LIMITED and UMCA ONLINE SERVICES PRIVATE LIMITED representatives and employees or to provide the Parties with any right, power or authority, whether express or implied to create any such duty or obligation.

7. NEW COMMERCIAL ARRANGEMENTS

Commercial arrangements for any new or additional service will be discussed and mutually agreed by the Parties. Such commercial arrangements will be agreed between the Parties by way of exchange of letters and so accepted by the parties in writing and will form a part of this Agreement.

8. GENERAL UNDERTAKINGS

1. The Parties represent to each other that in respect of performing their obligations under this

PRODUCT NAME: RECHARGE, BILL PAYMENT


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Agreement, they hold and shall continue to hold during the Term all valid, licenses/registrations,

as may be required under the laws prevalent from time to time.

2. The Parties undertake to inform the other Party promptly of any proposed change in the way in which it conducts its business or any other matter of which it becomes aware, which is likely to have a material adverse effect on the ability of such Party to perform its obligations under this Agreement.

3. First Party hereby agrees that all other necessary functions shall exist in the software for effective and

efficient working the entire multi recharge system.

4. First hereby undertakes that All the software so purchased or agreed to be purchased by second party from the first party shall belongs to first party without any infringement of any copyrights, patents or trademarks of any other person. If such a situation exists anytime in future then all claim arising on such ground or grounds on second party shall lie to first party automatically.

5. First party hereby declares that software belongs to first party or authorized to sell to software.

9. PUBLICITY

The Parties shall ensure that no publicity relating to this Agreement or any of its terms or their relationship with each other shall take place without the prior mutual consent of the Parties in writing.

The Parties shall ensure that there is no unauthorized, improper, incorrect or false use, either by it or its employees or its representatives, of the other party and/or the Telecom Operator Companies name, trademark, logo or service brand. Any use of the other Party’s name/ trademark/ logo/ service brand, shall take place only with its prior written consent.

10. NOTICES

All notices required to be given under this Agreement shall be given in writing and shall be delivered by hand, post or facsimile transmission to the nominated persons listed herein below at the address of the Party stated below:

PAY2ALL SERVICES PRIVATE LIMITED:

UMCA ONLINE SERVICES PRIVATE LIMITED

F-58 , SECTOR-11, NOIDA,UTTAR PRADESH,201301

Attention: Director

SHOP NO 6 GROUND FLOOR CHAMA

ENCLAVE ALWATIYA SHAHGANJ AGRA UTTAR PRADESH

Attention: Partner

Any notice personally delivered to the Party to whom it is addressed as provided in this clause shall be deemed to have been given and received on the day it is so delivered at such address, provided that if such day is not a business day then the notice shall be deemed to have been given and received on the immediately succeeding business day. Any notice sent by prepaid registered mail shall be deemed to have been given and received on the fifth business day next following the date of its mailing. Any notice transmitted by fax or other form of recorded communication shall be deemed given and received on the first business day after its transmission.


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11. FORCE MAJEURE

If the whole or any part of the performance by either Party of its obligations under this Agreement is prevented, hindered or delayed or otherwise made impracticable by reason of any event beyond the reasonable control of such Party including but not limited to strikes, labor disputes, floods, fires, accidents, earthquakes, riots, explosions, Wars, hostilities, acts of government or any other cause of like or different character ("Force Majeure Event"), the Party whose performance is thus prevented, hindered or delayed shall be excused from such performance during the continuance of such Force Majeure Event. On the happening of such Force Majeure Event, the Parties shall immediately consult each other in order to find an equitable solution and shall use all reasonable effort to minimize the consequences of the Force Majeure Event.

12. ASSIGNMENT AND SUBCONTRACTING

PAY2ALL SERVICES PRIVATE LIMITED shall not without the prior written consent of UMCA ONLINE SERVICES PRIVATE LIMITED assign or subcontract the whole or any part of this Agreement. Any purported assignment in violation of the preceding sentence will be void and of no effect.

13. TERMINATION AND CONSEQUENCES OF TERMINATION/ EXPIRY

This Agreement may be terminated as under:

(a) By the non-defaulting Party by serving a written notice of seven 30 days in advance if the other Party commits a breach of any incurable material terms or conditions/ obligation/ covenants/ representation of the Agreement; or

(b) By the non-defaulting Party upon the expiry of the thirty (30) days period, in respect of a breach capable of

being remedied, if the Party in default fails to cure such breach within thirty (30) days after receipt of written

notice; or (RECHARGE, BILL PAYMENT) By either Party by giving the other Party advance written notice of

sixty (60) days of its intention to terminate the (Agreement), but not before the expiry of two years from The date of signing this agreement.

(c) Whereby both the parties agrees that this agreement shall remain valid and enforceable by law even if after entering into this agreement, there takes any dissolution, reconstitution, merger or amalgamation, transfer of business, sell of business, change of name of firm, Change in constitution of any of the party. This agreement shall automatically remain enforceable on resultant or merged or reconstituted firms after such dissolution change in constitution, amalgamation of any of such firm which is or has been party of this agreement. However, First party hereby agrees to give 3 month written notice in advance before entering or taking place any Sale of Business, dissolution, reconstitution, merger, Transfer, change of name of firm, Closure of business, amalgamation or change in constitution of first party etc.

On the expiry or termination of this Agreement, the Parties shall settle the accounts in the manner provided in clause 14.

Termination or expiry of this Agreement shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination including, without limitation, Clause 15 (Confidentiality) and Clause 17 (Limitation of Liability) and Clause 18 (Indemnity) of this Agreement.


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14. SETTLEMENT ON TERMINATION / EXPIRY

During the period four (4) weeks prior to termination or expiry and two (2) weeks after termination or expiry of

this Agreement by either Party for any reason, both Parties shall:

(a) Assist and supply assistance reasonably requested by other Party to reconcile and settle all/any

pending aspects of the Services or any transactions conducted under the Service; and

(b) Provide services to other Party through their regular/permanent skilled and trained employees to

meet its obligations under this clause.

Two (2) weeks after the termination of this Agreement, PAY2ALL SERVICES PRIVATE LIMITED shall prepare a statement of settlement, indicating dues that may be payable by UMCA ONLINE SERVICES PRIVATE LIMITED to PAY2ALL SERVICES PRIVATE LIMITED or by PAY2ALL SERVICES PRIVATE LIMITED to UMCA ONLINE SERVICES PRIVATE LIMITED Upon verification of the statement by both the parties and provided there are no disputed amounts, all pending dues shall be settled by payment within a further period of two (2) weeks from the date of issue of such statement of settlement.

15. CONFIDENTIAL INFORMATION

All information which a Party (the “Disclosing Party”) discloses to the other Party (“Receiving Party”) regarding the Disclosing Party’s or its subsidiaries, affiliates’ technical, commercial, marketing, financial data, technology, products or other business information (including but not limited to derivatives thereof) (“Confidential Information”), in whatever form such information may be, and however such information comes to the knowledge of the Receiving Party, directly or indirectly, due to or in relation to this Agreement, shall be treated as strictly confidential.

Neither Party may use or disclose Confidential Information for any purpose other than to carry out the purpose for which Confidential Information was provided to other party as set forth in the Agreement, and each Party agrees to cause all of its employees, agents, representatives, consultants or any other party to whom the other Party may provide access to or disclose Confidential Information to limit the use and disclosure of Confidential Information to that purpose.

Both Parties agree to implement appropriate measures designed to ensure the security and confidentiality of Confidential Information, to protect such information against any anticipated threats or hazards to the security or integrity of such information, and to protect against unauthorized access to, or use of, Confidential Information that could result in substantial harm or inconvenience to other Party or any of its subsidiaries, affiliates, or licensees; both Parties further agree to cause all their employees, agents, Representatives, subcontractors, or any other party to whom they may provide access to or disclose Confidential Information to implement appropriate measures designed to meet the objectives set forth in this clause.

Neither Party to this Agreement shall be bound by this clause in relation to information that is:

(a) published or comes into the public domain otherwise than by a breach of this Agreement; or (b) lawfully known to it before commencement of actions pursuant to this Agreement or the date of this

Agreement whichever is the earlier and is not subject to a previous obligation of confidentiality binding that party; or

(c) lawfully obtained by it from a third party which is free to divulge such information; or (d) Developed independently by the Receiving Party without reference or access to, or knowledge of,

Confidential Information.

The Parties shall ensure that each of its employees, agents, representatives, consultants or sub-


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Contractor to whom any Confidential Information of the Disclosing Party is disclosed or made available is bound by terms similar to those set out in this clause.

If either Party is directed by any court order or other legal or regulatory request or similar process to disclose information recorded on any documents or any of the other Party’s Confidential Information, the first said party shall immediately notify the other party in writing, in sufficient detail immediately upon receipt of such court order, subpoena, legal or regulatory request or similar process, in order to permit such other party to make an application for an appropriate protection order (which such other party may pursue at its own expenses). Such notice shall be accompanied by a copy of the court order, subpoena, legal or regulatory request or similar process.

This clause shall survive the termination or expiry of this Agreement for a period of 1 year from the date of termination/ expiry.

PAY2ALL SERVICES PRIVATE LIMITED shall not provide API interface / other similar services to the agents / sales team / intermediaries of UMCA ONLINE SERVICES PRIVATE LIMITED shall bring to the notice of UMCA ONLINE SERVICES PRIVATE LIMITED for any such violation or breach of this term / Agreement. If it provides the same, First Party shall pay the damages including the special damages to Second party.

16. INTELLECTUAL PROPERTY

All Confidential Information of PAY2ALL SERVICES PRIVATE LIMITED and any copies thereof and all Intellectual Property Rights therein (including but not limited to the PAY2ALL SERVICES PRIVATE LIMITED Application) shall remain the property of PAY2ALL SERVICES PRIVATE LIMITED. UMCA ONLINE SERVICES PRIVATE LIMITED shall return such Confidential Information to PAY2ALL SERVICES PRIVATE LIMITED upon expiry or termination of this Agreement as provided in clause 13.2, or earlier upon request by PAY2ALL SERVICES PRIVATE LIMITED.

For the Term of the Agreement, PAY2ALL SERVICES PRIVATE LIMITED grants a non- exclusive unlimited license to UMCA ONLINE SERVICES PRIVATE LIMITED to use the Software, in so far as is necessary to enable UMCA ONLINE SERVICES PRIVATE LIMITED to carry out its obligations under this Agreement and to provide Services to Customers.

17. INDEMNITY

PAY2ALL SERVICES PRIVATE LIMITED hereby agrees to indemnify and hold UMCA ONLINE SERVICES PRIVATE LIMITED harmless from any loss, claim, damage, costs, taxes, duties, additions, penalties, interest thereon or expenses of any kind, including reasonable attorney’s fees, to which UMCA ONLINE SERVICES PRIVATE LIMITED may be subjected by reason of any breach of any of the terms, conditions, covenants, undertakings contained herein or as a result of any deficiency and/or failure and/ or negligence on the part of PAY2ALL SERVICES PRIVATE LIMITED in the performance of its obligations contemplated in this Agreement.

18. TAXES

PAY2ALL SERVICES PRIVATE LIMITED shall be liable for the payment of all taxes, duties, fines, penalties, etc., by whatever name called as may become due and payable under the local, state and/or central laws, rules and/or regulations as may be prevalent and as amended from time to time in relation to income earned by PAY2ALL SERVICES PRIVATE LIMITED pursuant to the Agreement.


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PAY2ALL SERVICES PRIVATE LIMITED shall co-operate fully with UMCA ONLINE SERVICES PRIVATE LIMITED in the defense of any claim/s by any local, state or union authorities against UMCA ONLINE SERVICES PRIVATE LIMITED with respect to any taxes and/or duties due and payable under this Agreement. Without limiting the generality of the foregoing… shall upon request by UMCA ONLINE

SERVICES PRIVATE LIMITED promptly furnish to all documents, evidences in a form satisfactory to UMCA ONLINE SERVICES PRIVATE LIMITED to defend such claim/s.

This clause 19 shall survive expiry or termination of this Agreement and remain in effect until the statute of limitations including extensions thereof for all claims by local, state or union government authorities against UMCA ONLINE SERVICES PRIVATE LIMITED for taxes and duties expire. TDS will be deducted, if applicable.

19. DISPUTE RESOLUTION

If any dispute or difference shall arise between the Parties to this Agreement as to the meaning or application of this Agreement, the rights or liabilities of the Parties to this Agreement or otherwise in relation to the Agreement, then (without prejudice to any other express or implied rights or powers) the dispute or difference (“Dispute") in this clause shall be determined as follows:

A Party must not commence court proceedings (except proceedings seeking interlocutory relief) relating to a Dispute arising under this Agreement unless it has complied with this clause.

A Party claiming that a Dispute has arisen under this Agreement must give the other Party written notice of the particulars of the Dispute.

In the event of a dispute, difference or claim between the Parties hereto, arising out of this Agreement or in any way relating hereto, or any term, condition or provision herein mentioned or the construction or interpretation thereof or otherwise in relation hereto, the parties shall first endeavor to settle such difference, dispute, claim or question by mutual discussion, failing which the same shall be referred to arbitration in accordance with the Arbitration & Conciliation Act, 1996, or any statutory modification or re-enactment thereof for the time being in force and such arbitration proceedings shall be held in English and in Ahmadabad. Each Party may nominate an arbitrator and the two appointed arbitrators shall nominate a third arbitrator. The panel of three arbitrators may conduct the arbitration proceedings. The decision of the arbitrators shall be final and binding on the Parties.

20. GOVERNING LAW AND JURISDICTION

The validity, construction and enforceability of this Agreement shall be governed in all respects by the Laws of India. Subject to clause 20, the Parties hereto agree that in respect of any dispute arising upon, over or in respect of any of the terms of this Agreement, only the courts in Delhi shall have jurisdiction to try and adjudicate such dispute to the exclusion of all other courts.

21. GENERAL

The invalidity or unenforceability for any reason of any term of this Agreement shall not prejudice or affect the validity or enforceability of the other terms. The invalid or unenforceable provision will be replaced by a mutually acceptable provision, which, being valid and enforceable comes closest to the intention of the Parties underlying the invalid or unenforceable provision.

All remedies of either Party under this Agreement whether provided herein or conferred by statute, civil law, common-law, custom or trade usages, are cumulative and not alternative


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may be enforced successively or concurrently.

The headings used in this Agreement are for ease of reference only and shall not define, limit, extend or describe the scope of this Agreement. Any reference to ‘days’ shall be a reference to business days.

This Agreement supersedes and replaces any and all prior Agreement, understandings or arrangements, whether oral or written heretofore made between the Parties and relating to the subject matter hereof, and constitutes the entire understanding of the Parties with respect to the subject matter of this Agreement. This Agreement may not be modified, changed, altered or amended except by an express written Agreement signed by all Parties hereto.

This Agreement has been executed in duplicate, each of which shall be deemed an original.

Whenever a sum of money due to PAY2ALL SERVICES PRIVATE LIMITED from UMCA ONLINE SERVICES PRIVATE LIMITED in relation to this Agreement or otherwise, is not paid on the due date, it

may be deducted from any sum then due, or which at any time thereafter may become due, to SERVICES

under this Agreement or any other Agreement with UMCA ONLINE SERVICES PRIVATE LIMITED

Whenever a sum of money due UMCA ONLINE SERVICES PRIVATE LIMITED from PAY2ALL SERVICE

PRIVATE LIMITED ,in relation to Agreement Otherwise, is not paid on the due date, it may be deducted from any sum then due, any t Thereafter may become due, to PAY2ALL SERVICES PRIVATE LIMITED under

this Agreement Or any other Agreement with UMCA ONLINE SERVICES PRIVATE LIMITED No delay,

neglect or forbearance On the part of a Party in enforcing against the other any provision of this Agreement

shall be deemed to be a waiver or in any way prejudice any

Rights of the first party under this Agreement. No waiver by a Party shall be effective unless made in writing.

No waiver by a Party of a breach of this Agreement shall constitute a waiver of any subsequent breach.

ANNEXURE-A

ITEM

PARTICULARS

DATE OF AGREEMENT

23.11.2021

PLACE OF EXECUTION

UTTAR PRADESH

ADDRESS OF BUSSINESS CORRESPONDENCE

PAY2ALL SERVICES PRIVATE LIMITED F- 58,SECTOR -19,NOIDA UTTAR PRADESH,201301

EFFECTIVE DATE

23.11.2021

NAME OF BUSINESS ASSOCIATES UMCA ONLINE SERVICES PRIVATE LIMITED


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STATUS

PRIVATE LIMITED

REGISTER ADDRESS

CORRESPONDENCE ADDRESS

SHOP NO 6 GROUND FLOOR CHAMA ENCLAVE ALWATIYA SHAHGANJ AGRA UTTAR PRADESH

MOBILE NO

9410839419

EMAIL ID

[email protected]

WEBSITE

www.truepesa.com

PAN CARD NUMBER (personal)

DTGPS7751N

AADHAR NUMBER

483637281263

IN WITNESS WHEREOF, the authorized representatives of the Parties hereto have executed this Agreement or have caused this Agreement to be duly executed on their behalf, as on the date first written above

SIGNED for and on behalf of Business Correspondence by its constituted attorney,

PAY2ALL SERVICES PVT LTD UMCA ONLINE SERVICES PRIVATE LIMITED

Authorized Signatory

(Mr. SANJAY KUMAR)

Authorized Signatory

(MS. DEEPA SHARMA)

Services Offered-

1. RECHARGE 2. BILL PAYMENT

*Charges are subject to change depending on service provider.

DECLARATION

I hereby apply to become a BUSINESS ASSOCIATES of PAY2AL SERVICES PRIVATE LIMITED for facilitating/distributing /providing different product /services facilitated/provided. Introduced /distributed, made

Commercials of Business Associates*


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available by PAY2ALL SERVICES PRIVATE LIMITED. If appointed as BUSUNESS ASSOCIATES, I agree and

confirm to abide by the rules and regulations of PAY2ALL SERVICES PRIVATE LIMITED that may be in force

from time to time. I hereby confirm I am competent and capable of the work assigned to me by PAY2ALL

SERVICES PRIVATE LIMITED. I declare that the above information is true, correct and fair to the best of my

knowledge and behalf, and I further undertake to submit all necessary documents, papers, proofs, information and

agreement as required by

PAY2ALL SERVICES PRIVATE LIMITED now or from time to time. I further declare that I have read all terms and conditional attached this form for appointment as BUSUNESS ASSOCIATES and I m ready to act per such

terms and conditions and all other terms and conditions informed to me by PAY2ALL SERVICES PRIVATE LIMITED from time to time.

Pay2all Services Private Limited is not responsible for any type of customer’s service regarding complaints from

www.truepesa.com Pay2all Services Private Limited is not taking responsibly of customer s of www.truepesa.com I Have read and fully understood and by the contents of this Registration form herein.

Sign for and on behalf of the as BUSUNESS ASSOCIATES (by its constituted attorney)

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Privileged and Confidential - UMCA ONLINE SERVICES PVT