SERVICE AGREEMENT

This Agreement for Background Verification Services is made on this 12th day of Nov 2024.

BETWEEN

Yoma Technologies Pvt Ltd., A Company incorporated under the Companies Act 1956 having its registered office at 3rd Floor, Plot No 48, Sector 44, Gurugram, Gurugram-122002 Haryana, India (Which terms shall unless repugnant to the context includes its successors in interest) herein referred to as the First Party.

AND

…………………….., having its business office at …………..(Which terms shall unless repugnant to the context includes its successors in interest) herein referred to as the Second Party.

Now this Agreement Witnesses as follows:

• The Second Party will provide Background Verification Consulting by way to the First Party.
• Adequate supervision will be provided by the Second Party to ensure correct performance of the said Background Verification Consulting in accordance with the assignment protocol agreed upon between the First and Second Party.
• The Second Party agrees to provide the following services to the First Party intended for this Service Agreement to provide the framework, scope of work, terms and conditions, and responsibilities of the parties associated with their work.
• The First Party agrees to pay the Second Party charges for the services rendered by the Second Party as per ANNEXURE-A.

1. Scope of Services

The Contractor agrees to provide consulting services as mutually agreed upon between Customer and the Contractor, and more particularly described in the Statement of Work attached as Exhibit A, which Customer may amend from time to time with mutual consent of Contractor.

2. Fees

The Contractor will be paid per the terms as set forth in Exhibit A. Contractor is not authorized to incur any expenses unless a separate written authorization has been provided.

3. Term

This Agreement shall commence from the Effective Date and shall continue for a period of one (1) year subject to earlier termination in accordance with section 9 of this Agreement. The parties may renew/extend this Agreement for a period of one (1) year upon mutually agreed terms and conditions.

4. Independent Contractor Status

The Contractor agrees that Contractor will be providing these services as an independent contractor and not as an employee of Customer. Neither Contractor nor Contractor's employees are, or shall be deemed for any purpose to be, employees of Customer. The Contractor understands and agrees that Contractor will not be a participant in any company benefit plan or receive any other benefits from Customer other than the compensation provided for herein.

Nothing herein shall be deemed or construed to create a joint venture, partnership, fiduciary, or agency relationship between the parties for any purpose. Contractor shall not act nor represent itself, directly or by implication, as an agent of the Customer and shall have no authority to bind Customer with respect to third parties.

5. Indemnity

• Contractor agrees to defend at its own cost and expense any claim or action against Customer, its subsidiaries and/or affiliated companies, for actual or alleged infringement of any patent, copyright, or other property right based on any service and/or other materials furnished to Customer by Contractor.
• Contractor shall be liable for and shall indemnify and hold Customer harmless against any loss or damage in connection with Contractor’s breach of warranty, breach of applicable laws, willful misconduct, negligence, and security breaches caused by Contractor.
• Contractor agrees to indemnify Customer for any liability due to claims for personal injury to property arising out of the furnishing, performance, or use of the services or materials provided hereunder.

6. Confidentiality and Proprietary Rights

a. Confidentiality

Contractor acknowledges that Customer, its subsidiaries, and affiliated companies are the owners of valuable trade secrets and other confidential information. Contractor further acknowledges that the services which Customer performs for clients are confidential and that unauthorized disclosure would irreparably damage Customer.

All such information owned by Customer, licensed by Customer, or concerning clients of Customer is hereinafter collectively referred to as "Confidential Information".

b. Nondisclosure: Contractor agrees that, except as directed by Customer, Contractor will not at any time during or after the term of this Agreement disclose any Confidential Information to any person, or permit any person to examine and/or make copies of any reports or any documents prepared by Contractor or that come into Contractor's possession or under Contractor's control by reason of Contractor's services, and that upon termination of this Agreement, Contractor will turn over to Customer all documents, papers and other matter in Contractor's possession or under Contractor's control that contain or relate to such Confidential Information. In addition, it is agreed by the Parties herein that Contractor shall possess certain valuable Confidential information which includes but not limited to documents, papers, data and reports of Customer which are essential to fulfill the obligations agreed under this Agreement. It is agreed by the Contractor that it shall destroy/purge all information which are in its possession within 45 days from the date of providing final report to the Customer. However, Contractor shall respond and shall assist the Customer in resolving any and all discrepancies noticed and/or pointed out by Customer for the Services provided under this Agreement.

c. Injunctive Relief: Contractor acknowledges that disclosure of any Confidential Information by Contractor will give rise to irreparable injury to Customer, its subsidiaries and/or affiliated companies or the owner of such information, inadequately compensable in damages. Accordingly, Customer or such other party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of legitimate business interests of Customer, its subsidiaries and/or affiliated companies and are reasonable in scope and content.

d. Proprietary Rights: Unless otherwise specified in this Agreement, all work performed under this Agreement, and all materials, products, deliverables developed or prepared for Customer by Contractor under this Agreement, are the property of Customer and all title and interest therein shall vest in Customer and shall be deemed to be a work made for hire and made in the course of the services rendered hereunder. To the extent that title to any such works may not, by operation of law, vest in Customer or such works may not be considered works made for hire, all right, title and interest therein are hereby irrevocably assigned to Customer. All such materials shall belong exclusively to Customer, with Customer having the right to obtain and to hold in its own name, copyrights, registrations or such other protection as may be appropriate to the subject matter, and any extensions and renewals thereof. Contractor agrees to give Customer and any person designated by Customer, reasonable assistance, at Customer's expense, required to perfect the rights defined in this Section. Unless otherwise requested by Customer, upon the completion of the services to be performed under this Agreement or upon the termination of this Agreement, Contractor shall immediately turn over to Customer all materials and deliverables developed pursuant to this Agreement.

7. Compliance with Applicable Laws

Each party hereby agrees to comply with all applicable laws while performing their respective obligations under this Agreement, including all applicable data protection and privacy laws.

GST:

• Price/fee quoted are exclusive of Goods and Services Tax (‘GST’) as may be applicable. All taxes should be charged only in the invoice, and should be disclosed separately. Other taxes whichever applicable; each such tax should be specifically stated.
• It is the responsibility of the Contractor to issue proper tax invoice/documents which are in compliance with the applicable Indirect tax legislation (including GST) from timing as well as content perspective and also to enable YOMA to fill in the details as required in the returns prescribed under necessary legislation including GST.
• Contractor will be solely responsible for performing all compliances and making payments of GST, cess, interest, penalties or any other tax/duty/amount/charge/liability arising either out of laws/regulations applicable in India and overseas or because of a demand/recovery initiated by any revenue authority under laws/regulations applicable in India or overseas.
• In case any GST and/or cess liability, interest, penalties or any other tax/ duty/ amount/ charge/ liability/ professional costs related to litigation becomes payable by YOMA or input tax credit is denied to YOMA due to failure of the Contractor to comply with the relevant laws/ regulations applicable in India or overseas, Contractor undertakes to indemnify YOMA for such amount equal to amount payable by YOMA.
• Contractor would be required to issue valid tax invoice (as per the prescribed GST requirements) and other documents as may be required.
• All invoices should be sent to the YOMA promptly within 5 days of raising of the invoice.
• If Customer pays advance payment to Contractor for the services, at the time of payment of advance, the Contractor would raise and issue an advance receipt note or other relevant documents capturing all details required to file GST returns;
• GST related details mentioned on the invoice should correspond with the GST related details mentioned on the purchase order, as applicable.
• The Contractor shall take into consideration the below aspects while providing services to Company in its location(s) they are: i) Contractor shall send the invoice or raise invoice to the address mentioned in the purchase order by Company ii) the address mentioned in the purchase order shall be treated as location of recipient for supply of services. iii) if Contractor feels that the location mentioned in the purchase order and place of supply ought to be changed, in such conditions, Contractor shall place its request to Customer procurement team in advance.
• The HSN Code of the Goods/ Services and Place of Supply should also be finalized at the time of issuance of Purchase Order or before raising the invoice to avoid any reconciliation while issuing the invoice for such supply.
• In connection with Contractor’s regulatory obligations hereunder, Contractor must make its books, records, and operations relating to all products and services provided to Customer available for audit or inspection by the Customer with at least 3 business days’ advance notice from Customer. If a deficiency is noted or determined in any such audit report, Contractor must also provide to Customer any and all documentation related to resolution of the audit deficiencies and the corrective actions implemented to prevent recurrence of such deficiency.

8. Anti-Bribery Compliance

• In carrying out its obligations under this agreement, Contractor, including any shareholders, directors, officers, managers, employees, agents or representatives of Contractor, or any other person associated with or acting for or on behalf of Contractor or any affiliates thereof (collectively “Contractor”), shall engage in lawful and ethical business practices at all times.
• In carrying out its obligations under this agreement, Contractor shall not violate any anti-bribery law of any country in which it conducts business.
• In carrying out its obligations under this agreement, Contractor represents, covenants and confirms that it is aware of and understands the United States Foreign Corrupt Pjvgractices Act (“FCPA”), the UK Bribery Act 2010, and the Indian Prevention of Corruption Act, 1988 (the “Anti-Bribery Laws”).
• Contractor further represents, covenants and confirms that it will keep itself appraised of any amendments of or modifications to the Anti-Bribery Laws. Contractor undertakes to refrain from any activity in connection with this Agreement that violates any provision of the Anti-Bribery Laws.
• Contractor understands and acknowledges that any non-adherence to the warranty as stated hereinabove will be a violation of the provisions of the Anti-bribery Laws. In addition, Contractor shall promptly report to the Customer of any incident of breach or potential breach of this section.

9. Termination

Customer may terminate this Agreement for convenience upon thirty (30) days’ prior written notice to Contractor. Either party may terminate or suspend, upon reasonable notice, this Agreement if the other party fails to comply with the material terms and conditions of this Agreement or fails to comply with any law applicable to the services provided by Contractor pursuant to this Agreement. This Agreement shall automatically terminate and be of no further force and effect if Contractor files a voluntary petition under any bankruptcy, reorganization or insolvency law of any jurisdiction, consents to or applies for appointment of a trustee, receiver, custodian or similar official for itself or all or substantially all of its assets, makes any assignment for the benefit of creditors or other arrangement or composition under any laws for the benefit of insolvent, adopts a resolution for discontinuance of its business or if an order for relief is entered against Contractor under any bankruptcy, reorganization or insolvency law or any jurisdiction or any case, proceeding or other action seeking such order remains undismissed for 30 days after its filing.

10. Limitation of Liability

Except as expressly provided herein customer shall not be liable for any indirect, incidental, contingent, consequential, punitive, exemplary, special or similar damages, including but not limited to, loss of profits whether incurred as a result of negligence or otherwise, irrespective of whether customer has been advised of the possibility of the incurrence of any such damages. any liability damages claimed by contractor as incurred pursuant to this agreement, including as a result of any negligence on the part of customer shall not exceed the amount of the fees set forth in this agreement.

The contractor explicitly confirms the authenticity of any background verification report it submits with YOMA and takes complete responsibility for any discrepancies/ misinterpretations that may be in the said report or discovered by YOMA at a later date.

11. Assignment

Contractor may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Customer, which such consent may be unreasonably withheld, and any such attempt at assignment shall be void, except that Customer may assign this Agreement, any of its rights or obligations hereunder, upon written notice to Contractor, to any of its subsidiaries or affiliated companies, without the consent of Contractor. Furthermore, no work to be performed by Contractor hereunder shall be subcontracted to or performed on behalf of Contractor by any third party, except upon written permission by Customer.

12. Notices

Any notices or communication under this Agreement shall be in writing and shall be hand delivered or sent by certified mail/return receipt requested to the party receiving such communication at the address specified below:

If to Contractor, to:

• Address:
• Attn to:
• Email:

If to Customer, to:

• Yoma Technologies Pvt Ltd.
• Plot no. 48, 2nd & 3rd Floor
• Sector-44, Gurgaon, Haryana-122003
• Attn: Nishit Sood
• Email: corporate.aad@byldgroup.com

13. Force Majeure

Neither party shall be liable for any delays or failures in performance due to circumstances beyond its reasonable control.

14. Governing Law

The interpretation and construction of this agreement and all matters relating hereto, shall be governed by the laws of India and the courts in New Delhi shall have the jurisdiction, exclusive of conflicts of laws principles.

15. Waiver; Amendment

No change, waiver or discharge of this Agreement will be valid unless in writing and executed by the party against whom such change, waiver or discharge is sought to be enforced. A waiver by either of the parties of any provision or breach shall not be a waiver of a preceding or subsequent breach of the same or any other provision nor shall it be a waiver of any other provisions or breach. This Agreement and may not be amended orally but may only be amended in writing signed by both parties.

16. Severability

If any provision of this Agreement is held to be unenforceable, the remaining provisions shall be unaffected. Each provision of this Agreement, which provides for a limitation of liability or exclusion of remedies, is severable from and independent of any other provision.

17. No Third-Party Beneficiaries

subject matter contained herein, which are not fully expressed in this Agreement, and the exhibit attached hereto. This Agreement, and the exhibit attached hereto supersede all prior agreements and understandings between the parties with respect to such subject matter.

19. Non-solicitation

Unless otherwise mutually agreed to by the parties in writing, Contractor agrees not to hire or to solicit the employment of any personnel of Customer directly or indirectly associated with Contractor's work effort during the term of this Agreement and for a period of six (6) consecutive months thereafter. The foregoing will not prohibit either party from employing an individual who applies for a position in response to an internal posting, employment advertisement or other general or indirect solicitation of employment, or from hiring individuals that are no longer employed by a party.

20. Security Breach

Contractor agrees to comply with the Information Security Policy of Customer, attached hereto as Exhibit B, and further agrees to indemnify Customer for breach of such Information Security Policy. In the event of any actual or suspected security breach that Contractor either suffers or learns of that either compromises or is likely to compromise Sensitive Consumer Information (e.g., physical trespass on a secure facility, computing systems intrusion/hacking, loss/theft of a PC (laptop or desktop), loss theft of printed materials, etc.) (collectively, a “Security Breach”), Contractor will promptly notify Customer security personnel of such security breach and will immediately coordinate with Customer security personnel to investigate and remedy the security breach, as directed by Customer security personnel. Except as may be permitted by applicable law, Contractor agrees that it will not inform any third party of any such security breach without Customer’s prior written consent; however, if such disclosure is required by applicable law, Contractor agrees to work with Customer regarding the content of such disclosure so as to minimize any potential adverse impact upon Customer and its clients and Customers. Contractor also agrees to provide notification to those individuals affected by the security breach in the event the security breach was caused by or arose from the actions or inactions of Contractor. Customer may terminate the service arrangements with Contractor immediately upon Contractor’s breach of any of its representations, covenants, obligations, or conditions under the Information Security Policy or from any Security Breach caused by or arising from the actions or inactions of Contractor.

21. Dispute Resolution

If any dispute arises in relation to this Agreement, either Party may issue written notice to the other Party that it has a complaint about the performance of the other Party. On receipt of such notice, authorized representatives of both Parties will attempt in good faith to resolve the dispute through negotiation. For such purpose, either Party may request the other to meet within ten (10) days, at a mutually agreed upon time and place. If the Parties’ authorized representatives are not able to resolve the dispute within fifteen (15) days after their meeting, the dispute will be referred to the executive representative(s) of each Party who are to meet and to endeavour to expeditiously resolve the dispute.

However, if the executive representatives referred above are unable to resolve the dispute within thirty (30) days of the date the dispute was referred to them, the dispute shall be referred to arbitration proceedings as per the Indian Arbitration and Conciliation Act, 1996 including such other amendments thereon that may exist at the time of the arbitration. The Parties shall appoint one arbitrator each and the third arbitrator shall be appointed by two (2) arbitrators. The award under the Arbitration proceedings shall be final and binding on the parties. The venue of Arbitration shall be Bangalore. The language of the Arbitration proceedings shall be conducted in English. Each Party shall bear their own cost.

Nothing in this Agreement prevents either Party from instituting proceedings for the purpose of obtaining injunctive relief or specific performance to restrain any breach relating to confidentiality or prevent or compel performance under, or declaratory relief in relation thereto.