PACTLE STANDARD TERMS OF SERVICE

1.1 These Terms, together with the applicable Order Form and any annexes or statements of work referenced therein, form the entire agreement between the parties ("Agreement"), and supersede any prior communications or agreements between the parties on the same subject matter.

1.2 Company and the Client are hereinafter collectively referred to as the "Parties", and each individually as a "Party".

1.3 If there is any inconsistency between different parts of the Agreement, precedence shall follow this order (unless the Order Form expressly states otherwise): (i) the Order Form (including its scope of services and commercial terms), (ii) these Terms, and (iii) any other annexes to the Agreement.

"Authorized User" means the limited number of persons authorized by the Client to access and use the Services on the Client's behalf.

"Client Data" means all data or information submitted by the Client and/or its Authorized Users to, or in relation to, the Services, including catalogue, product or service descriptions, and Output.

"Confidential Information" means any information regarded as confidential by the disclosing Party, including business plans and models, specifications and data relating to business operations and quality control, advertising and marketing plans, development plans, technical, marketing, financial and commercial information, customer lists, rates and discounts, trade secrets, and any other information of a confidential nature disclosed by a Party, whether in writing or orally (provided that information disclosed orally is confirmed in writing within fifteen (15) working days of disclosure).

"Intellectual Property Rights" means all patents, trademarks, service marks, trade dress, trade names, copyrights, mask works, trade secrets, confidential business information, software, and all other proprietary rights, together with all applications, registrations, renewals, and tangible embodiments thereof.

"Order Form" means the document executed by both Parties that specifies the Client's scope of services, commercial terms, and Effective Date, and which incorporates these Terms by reference.

"Output" means all information available, reported, downloaded, or otherwise compiled from the Services, including data, images, and reports generated by or for the Client.

"Platform" means Company's web-based and/or mobile software-as-a-service application providing an end-to-end Quote-to-Cash automation solution, the specific scope of which is set out in the applicable Order Form.

"Privacy Policy" means Company's Privacy Policy as published at pactle.co.

"Services" means the services provided by Company to the Client through the Platform, as set out in the applicable Order Form.

3.1 Subject to the Agreement, Company grants the Client a limited, revocable, non-transferable, non-sub-licensable, non-exclusive license to access and use the Platform on payment of the applicable fees and in accordance with the Agreement.

3.2 Company shall provide the Services through the Platform as described in the Order Form, including an administrative panel through which the Client and its Authorized Users may create and manage their catalogue and order information. Company's corresponding responsibilities are set out in Section 15 (Company's Responsibilities) below.

4.1 The Client is solely responsible for creating, publishing, and maintaining its product catalogue and Client Data on the Platform using the administrative panel provided by Company. Company is not liable for the accuracy, quality, integrity, reliability, or appropriateness of any Client Data.

4.2 The Client shall provide Client Data and Confidential Information in the format reasonably required by Company for the provision of Services. Company may restrict access to relevant aspects of the Services as reasonably necessary.

4.3 The Platform shall be used only by the Client, through its Authorized Users, for the purpose of procuring the Services described in the applicable Order Form.

4.4 The Client shall immediately notify Company of any unauthorized access to the Platform and shall be responsible for compliance with the Agreement by its Authorized Users, employees, and any other person(s) who gains access to the Services irrespective of any authorization.

4.5 The Client is responsible for all activity conducted through its Authorized Users' credentials and for maintaining the confidentiality of usernames and passwords. Credentials may not be transferred, sub-licensed, leased, or assigned to any person other than the designated Authorized User.

4.6 The Client bears the risk of, and is responsible for, all loss or damage to products or Client Data provided through the Platform.

4.7 The Client is responsible for properly configuring its own telecommunications, hardware, software, and systems used to access the Platform, and for maintaining appropriate security, protection, and backup of its data.

4.8 The Client shall not integrate the Services with any third-party service without Company's prior written approval. In event of failure to do so, Company shall be entitled to pursue appropriate legal action.

4.9 The person or employee whose contact details are registered on the Platform will receive transactional notifications and electronic communications on the Client's behalf.

4.10 The Client shall not host, display, upload, modify, publish, transmit, store, or share any content prohibited under Rule 3(b) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, or any other applicable Indian law or regulation.

4.11 The Client shall not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying ideas, or algorithms of the Platform, nor disclose or attempt to discover any Confidential Information or trade secrets embodied in it.

4.12 The Client acknowledges and accepts Company's Privacy Policy.

5.1 User IDs provided by Company are strictly non-transferable and may not be shared or used by any individual other than the person to whom they are assigned, including within the Client's own organization.

5.2 The Client shall not circumvent or attempt to circumvent the authorized user threshold agreed in the Order Form. Any attempt to exceed this limit, including by sharing User IDs, is a material breach of the Agreement.

5.3 Company may periodically assess active-user counts to verify compliance, and the Client shall cooperate with such assessments.

5.4 If Company determines that the Client has exceeded its authorized user threshold, Company may invoice the Client for each additional user at the rate specified in the Order Form (or, if no such rate is specified, at Company's then-current list rate for additional users), retroactive to the date the breach began. Continued use above the authorized threshold shall require the Parties to execute an amended Order Form reflecting the increased user count on a prospective basis.

5.5 The Client shall indemnify and hold Company harmless from losses, damages, or liabilities arising from unauthorized access, use, or sharing of User IDs.

(a) it is duly organized and validly existing under the laws of its jurisdiction of incorporation, with full power and authority to enter into the Agreement;

(b) it is duly authorized to execute and perform the Agreement, and the person executing it on its behalf is duly authorized to do so;

(c) the Agreement is legally binding on it and does not conflict with any other agreement, instrument, or understanding to which it is a party, nor violate any applicable law or regulation.

7.1 In consideration of the Services, the Client shall pay Company the fees set out in the applicable Order Form ("Service Fee"), together with any other charges described therein. GST and other applicable taxes are charged in addition to the Service Fee unless stated otherwise.

7.2 If the Client terminates the Agreement, the Service Fee is payable in accordance with the billing cycle specified in the Order Form, from the Effective Date through the effective date of termination, irrespective of the Client's specific joining or termination date within a billing cycle.

7.3 Any discrepancy or error in an invoice must be raised by the Client within ten (10) days of receipt. An invoice not disputed within this period is deemed accepted.

8.1 Except as set out in this Section, all Intellectual Property Rights held by a Party prior to the Agreement remain the sole and exclusive property of that Party.

8.2 The Agreement is a limited license and services agreement only; no sale of the Platform or Company's Intellectual Property Rights occurs. All right, title, and interest in the Platform, other than the limited license granted to the Client, vests solely with Company.

8.3 All Intellectual Property Rights in the Platform, and any derivative works, improvements, enhancements, modifications, or updates to it, together with any tools, developer code, templates, or software used in connection with the Platform, vest absolutely and irrevocably in Company. The Client acknowledges it has no ownership claim over the Platform.

8.4 The Platform and Services are provided on an "as is, where is" basis. Company expressly disclaims all warranties of any kind, whether express, implied, or statutory.

8.5 Company may add, remove, or modify the Platform, the Services, and their contents at its discretion; such changes do not constitute a breach of the Agreement.

8.6 The Client shall not infringe Company's Intellectual Property Rights in the Platform and shall be liable for damages arising from such infringement caused by its acts or omissions.

8.7 The Client grants Company the right to use the Client's company name, logo, and any feedback for marketing and promotional purposes on Company's website and in communications with existing or prospective clients, subject to the Client's standard trademark usage guidelines. The Client may request removal of such material at any time by written notice to legal@pactle.co, and Company shall action such request within thirty (30) days.

8.8 The Client warrants that all data and materials it enters or operates through the Platform do not infringe the Intellectual Property Rights of any third party, and shall indemnify and hold Company (and its directors, officers, employees, agents, successors, and assigns) harmless against any claims, liabilities, losses, damages, penalties, costs, and expenses (including attorneys' fees) arising from any actual or alleged infringement in connection with the Client's products or promotional materials. This indemnity survives termination or expiry of the Agreement.

9.1 The Agreement commences on the Execution Date stated in the Order Form, with the Term (and billing) formally beginning on the Effective Date specified therein, and continues for the duration set out in the Order Form.

9.2 Either Party may terminate the Agreement without cause on no less than thirty (30) days' prior written notice ("Notice Period"). Company shall be entitled to all Service Fees and other amounts due through the end of the Notice Period, and shall ensure no disruption to Services during that period.

9.3 If either Party breaches the Agreement, the non-defaulting Party shall give written notice of the breach. If the defaulting Party fails to cure the breach within thirty (30) days of such notice, the non-defaulting Party may terminate the Agreement immediately.

9.4 Either Party may terminate the Agreement immediately if the other Party becomes bankrupt or insolvent, is referred for sickness proceedings under the Insolvency and Bankruptcy Code, 2016, or faces winding-up proceedings not dismissed within sixty (60) days.

9.5 Upon termination or expiry, Company shall cease all licenses, development, and Services under the Agreement. For twelve (12) months following termination, Company will, upon the Client's request, provide the Client's data as available on Company's servers in a mutually agreed format, through a designated point of contact.

9.6 The Client must submit any request to export its Client Data within two (2) weeks of termination, expiry, or cessation of use (whichever is earliest), and must clear all outstanding invoices and dues within the same period. Company is under no obligation to preserve or provide Client Data until all outstanding dues are settled, and has no obligation to do so if the Client fails to request export within this window. Any data extraction, migration, or handover support requested by the Client is provided on an "as-is" basis, subject to a one-time support fee of INR 20,000, payable in advance. Upon receipt of the applicable fee and clearance of all outstanding dues, Company shall designate a point of contact to assist the Client with the data handover process.

9.7 Company may restrict Services if any undisputed Service Fee remains overdue by thirty (30) days or more, provided Company has given at least ten (10) days' prior notice of the overdue account via email and the Platform interface.

10.1 The Client shall defend, indemnify, and hold harmless Company (and its directors, officers, employees, agents, successors, and assigns, the "Company Indemnified Parties") from and against any claims, liabilities, losses, damages, penalties, costs, and expenses (including attorneys' fees) arising from: (a) the Client's breach of the Agreement or violation of applicable Indian law; or (b) personal injury, third-party Intellectual Property infringement, death, or property damage caused by any defect in data or information directly attributable to the Client.

10.2 This indemnification includes amounts finally awarded against, or paid in settlement by, the Company Indemnified Parties, where the Client has approved such settlement.

10.3 If a third party claims that the Platform's software architecture infringes their copyright or misappropriates their trade secret, Company shall, at its own cost, defend the Client against the claim and indemnify the Client for damages, liabilities, costs, and expenses awarded or agreed in settlement, provided the Client: (a) notifies Company in writing within thirty (30) days of receiving notice of the claim; (b) gives Company sole control of the defense and settlement; and (c) provides reasonable assistance and authority as Company requires.

10.4 If Company determines that any material may infringe a third party's rights, Company may, at its discretion, modify the material to be non-infringing while preserving its functionality, obtain a license for continued use, or terminate the license for the affected material and refund fees paid for it.

11.1 Neither Party shall be liable to the other, or to any third party, for lost profits or revenues, or for any indirect, special, incidental, consequential, cover, or punitive damages, however caused and under any theory of liability, even if advised of the possibility of such damages. This exclusion does not apply where prohibited by applicable law.

11.2 Company is not responsible for any delay, incorrect data collection, or other harm to Client account information arising from hacking, viruses, trojans, or other Force Majeure Events (as defined in Section 14.5).

11.3 Company's aggregate liability arising out of or related to the Agreement, whether in contract, tort, or otherwise, shall not exceed the total amount paid by the Client in the three (3) months preceding the event giving rise to the liability. This limitation does not restrict the Client's payment obligations under the Agreement.

12.1 Each Party (the "Receiving Party") shall keep confidential all Confidential Information disclosed by the other Party (the "Disclosing Party") during the Term and for two (2) years following termination or expiry of the Agreement. The Receiving Party shall disclose Confidential Information only to employees, officers, directors, agents, and contractors on a need-to-know basis, who are bound by confidentiality obligations at least as protective as this Section, and shall not disclose it to any other person without the Disclosing Party's prior written consent.

12.2 The obligations in this Section do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) becomes publicly available after disclosure through no fault of either Party; (c) the Receiving Party can demonstrate it already possessed prior to disclosure and did not obtain from the Disclosing Party; or (d) must be disclosed to a governmental authority, court, tribunal, or stock exchange as required by law, or to a Party's legal counsel or financial advisors in the ordinary course of business.

13.1 The Agreement, and any dispute arising out of or in connection with it (including non-contractual disputes), shall be governed by the laws of India and resolved by arbitration seated in New Delhi, conducted in English under the Arbitration and Conciliation Act, 1996, as amended.

13.2 The Parties may apply to a competent court for interim or interlocutory relief in aid of arbitration. Subject to the foregoing, the competent courts in New Delhi shall have exclusive jurisdiction over disputes arising out of or in connection with the Agreement.

14.1 Waiver. A Party's failure to insist on strict adherence to any term on any occasion is not a waiver of that term, and does not deprive that Party of the right to insist on strict adherence thereafter. Any waiver must be in writing and signed by the waiving Party.

14.2 Assignment. Neither Party may assign the Agreement or any right or interest under it without the other Party's prior written consent. If such consent is withheld, the other Party may terminate the Agreement at its discretion.

14.3 Amendments. These Terms may be updated by Company from time to time by publishing a revised version at pactle.co/terms, with the new version and effective date noted in the footer. Material changes will be communicated to active Clients. The Order Form may only be amended by written agreement of both Parties, in an instrument designated as an amendment.

14.4 Severability. If any provision of the Agreement is held invalid by a court, statute, or rule, the remainder of the Agreement remains unaffected.

14.5 Force Majeure. Neither Party is liable for any failure or delay in performance caused by events beyond its reasonable control, including natural disasters, pandemics, government action, internet or cloud-infrastructure outages, or cyberattacks (each, a "Force Majeure Event"), provided the affected Party promptly notifies the other and resumes performance as soon as reasonably possible.

14.6 Notice. Notices shall be served by registered post, email, or other agreed written channel, addressed to the other Party at its last known principal place of business or the address specified in the Order Form. Notices are deemed served on the seventh day after posting (for letters) or on transmission (for email).

14.7 Relationship. The Parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, or employment relationship between them.

15.1 Company shall endeavor to make the Services available in a consistent and continuous manner, except as otherwise provided in the Agreement. Company makes no assurance of uptime given its dependency on third-party infrastructure providers (e.g., Google Cloud, Amazon Web Services). If Services become unavailable for reasons beyond Company's control, Company will communicate the cause and expected duration of the outage within twenty-four (24) hours.

15.2 Company may, at its discretion, maintain and update policies and practices for acceptable use of the Platform, and will inform the Client of any policies or settings relevant to its use of the Services or the processing of Client Data. The Client shall ensure its Authorized Users comply with such policies.

15.3 Company shall use Client Data appropriately and accurately, in accordance with its Privacy Policy, and only to the extent needed to provide the Services.

15.4 Where Company must disclose Client Data to third-party service providers in the course of providing the Services, Company shall ensure such providers maintain reasonable data-security and confidentiality practices consistent with applicable Indian law.

15.5 Company may archive Client Data after giving ten (30) days' prior written notice, following which Company will transfer the archived data to the Client. Upon the Client's request, Company will remove all archived Client Data.