DEED OF DISTRIBUTION

This Deed of Distributor made at Mumbai on _____ day of ________________ , 2021

BETWEEN

M/S. M-FINS Services Private ltd a Company incorporated under the Companies Act 1956, having its
registered office at Mos Financial Services Pvt Ltd , office No : 1 St Floor , Neo Corporate Plaza , Opp, IDBI
Bank Malad (w), Mumbai – 400064 hereinafter referred to as the “the COMPANY” the PARTY OF THE
FIRST PART;
AND
Mr _____________________________ ,
Agency Name_ _ _ _ , Occupation_ _ _ _ _ _
Address _ ____ _ _ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ ___ ,
hereinafter referred to as “the Distributor” the PARTY OF THE SECOND PART;

WHEREAS: -

“COMPANY” is an entity constituted under the Companies Act, 1956 having its registered office at Mos
Financial Services Pvt Ltd, office No: 1St Floor, Neo Corporate Plaza, Opp, IDBI Bank Malad (w), Mumbai
– 400064 “COMPANY” is engaged in the business of e-commerce and providing various products &
services to the end users via internet and any other medium of e-commerce through its Distributor network
situated all over the India.

The “COMPANY” is desirous to expand the business within the territorial jurisdiction if India & in order
to same wish to open the outlets in various areas to control/manage the operations of its official business
through Distributors which will be located in that area and to collect the payments from its retailer locate
in that area.

This is to formally appoint as a Distributor of M-FINS Services Private ltd

in geographical region of as allotted by M-FINS Services Private ltd from time to
time. We would like to thank you for choosing to work with us and look forward to a fruitful relationship
with you. Please find listed the key terms of this Agreement.

1. DEFINITIONS
1.1 In this Deed of Distributor the below terms and phrases shall have the following meaning:

1.1.1 “Affiliates” means:

i. with respect to any Person any other Person directly or indirectly

Controlling, Controlled by, or under direct or indirect common Control with
such Person;

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 ii. with respect to the New Shareholder, in addition to the above, any Relative
or any entity Controlled by one or more Relatives, in both cases, not engaged
in any of the Prohibited Business.

1.1.2 “Agreement” means this Portal Activation agreed by Distributor on the Digital Platform;
1.1.3 “Applicable Law(s)” means any statute, law, regulation, ordinance, rule, judgment,
notification, rule of common law, order, decree, bye-law, government approval, directive,
guideline, requirement or other governmental restriction, or any similar form of decision of,
or determination by, or any interpretation or policy by, any authority having jurisdiction over
the matter in question, whether in effect as of the date of this Agreement or thereafter.
1.1.4 “Claims” mean any losses, liabilities, claims, damages, costs and expenses, including legal
fees and disbursements in relation thereto;
1.1.5 “Confidential Information” shall have the meaning as prescribed to it in clause 19 hereof.
1.1.6 “Effective Date” means the date of acceptance of this Agreement by Distributor *.
1.1.7 “IP Rights” or “Intellectual Property Rights” shall mean all rights in and in relation to all
intellectual property rights subsisting in the M-FINS Services Private ltd business model,
the Products and Services, the marketing materials and any other intellectual property rights
of M-FINS Services Private ltd including all patents, patent applications, trademarks, trade
names, service marks, service names, brand names, internet domain names and sub- domains,
IT Applications, inventions, processes, formulae, copyrights, business and product names,
logos, slogans, trade secrets, industrial models, processes, designs, methodologies, computer
programs (including all source codes), technical information, manufacturing, engineering and
technical drawings, know-how and all pending applications for and registrations of patents,
entity models, trademarks, service marks, copyrights and internet domain names and sub-
domains.
1.1.8 “IT Application” means the software as prescribed by M-FINS Services Private ltd and
supplied to Distributor * in relation to for the operation of the Services and provision of
Products. M-FINS Services Private ltd may from time to time specify and provide upgrades
and new Products to DISTRIBUTOR* which, shall form part of the IT Application.
1.1.9 “Person(s)” means any individual, sole proprietorship, unincorporated association,
unincorporated organization, body corporate, corporation, company, partnership, limited
liability company, joint venture, government authority or trust or any other entity or
organization.
1.1.10 “Products” means the Amazon Easy Stores Franchise products etc as mentioned in
this Agreement and any additions/deletions to the same mutually carried out by the Parties.
1.1.11 “Right of Operation” means the rights obtained by DISTRIBUTOR* based on this
Agreement, and as detailed in clause 4 of this Agreement.

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 1.1.12 “Services” means the Shopping services including and allied services as discussed between
the Party of First Part and the Party of Second Part through this Agreement and any
additions/deletions to the same mutually carried out by the Parties.
1.1.13 “Territory” means the geographical area covering any region as allotted by M-FINS
Services Private ltd to DISTRIBUTOR* from time to time.
1.1.14 BC Highlight Yes Bank Money remittance Business Correspondence Point.
1.1.15

1.2 Interpretations:

1.2.1 Words denoting the singular number include, where the context admits and requires, the
plural number and vice versa;
1.2.2 The headings in this Agreement are inserted for convenience only and shall be ignored in
construing the provisions of this Agreement;
1.2.3 Where a word or phrase is defined, other parts of speech and grammatical forms of that word
or phrase shall have corresponding meanings;
1.2.4 Any reference to a part, clause, article, exhibit, annexure, appendix and schedule is to be
construed as a reference to a part, clause, article, exhibit, annexure, appendix and schedule
to this Agreement and a reference to this Agreement includes any part, clause, article, exhibit,
annexure, appendix and schedule attached to the Agreement;
1.2.5 A reference to a document includes an amendment and supplement to, or replacement or
notation of that document;
1.2.6 A reference to a Party to any document includes that Party’s successors and permitted
assignees;
1.2.7 A covenant or document on the part of two or more persons binds them jointly and severally;

2. AGREEMENT: -

2.1 M/s. M-FINS Services Private ltd hereby appoints the DISTRIBUTOR* as its non-
exclusive Distributors upon the terms and conditions as set forth herein, in the Territory for
use of Right of Operation as detailed in clause 4 of this Agreement. The Agreement shall be
effective from the date of Portal Activation done by Distributor on Digital Platform.

3. RELATIONSHIP BETWEEN THE PARTIES

3.1 It is specifically agreed that DISTRIBUTOR* shall act as an independent Person and shall
not be deemed to be an agent of M-FINS Services Private ltd except in respect of specified
transactions/services which give rise to Principal-Agent relationship by implication.
3.2 Neither DISTRIBUTOR* nor its employees / agents / representatives / Affiliates shall hold
out or represent themselves as being agents of M-FINS services Pvt. Ltd. None of

the employees / representatives / agents / Affiliates of DISTRIBUTOR* shall be entitled to

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 claim permanent absorption or any other claim or benefit against M-FINS Private ltd.,

4. DISTRIBUTOR’S RIGHT OF OPERATION

4.1 Within the framework of this Agreement, M-FINS Services Private ltd hereby grants
DISTRIBUTOR*, in terms of the Obligations of DISTRIBUTOR* as detailed in clause 5 of
this Agreement, a right and a duty (Right of Operation) to;

4.1.1 Expand the reach of M-FINS Private ltd’s shopping Products and Services etc.

4.1.2 Roll out, supervise and manage the affairs on behalf of M-FINS Services Private ltd in the
Network and ensure that, to provide the Services and Products etc. in the Network, all
activities are carried out in accordance with all Applicable Laws.

5. OBLIGATIONS OF DISTRIBUTOR*

DISTRIBUTOR* understands and agrees that in this Partnership, it is paramount for

DISTRIBUTOR* to perform the following obligations as per and only as per processes and
turn-around-times specified by M-FINS Services Private ltd from time-to-time in writing or
over email.

5.1 Distribution and Sales:

5.1.1 Network Rollout: DISTRIBUTOR* shall set up the network of retailers in both rural and
urban areas as per rollout plans agreed mutually from time to time between M-FINS
Services Private ltd and DISTRIBUTOR* . Setting up the network involves performing
the following duties:

i. Short listing suitable Retailer prospects from DISTRIBUTOR’s existing

distribution network and from the market.
ii. Collecting applications forms, documents, application fees, setup fees and
security deposits from the shortlisted prospects.
iii. Carrying out due diligence of the prospects.
iv. Providing applications and documents to M-FINS Services Private ltd in the
required format, as provided by M-FINS Private ltd.

5.1.2 Other BCs: Subject to clause 16 hereof, if DISTRIBUTOR* partners with another BC or
becomes a BC itself, DISTRIBUTOR* shall not appoint from the Network for its
business with the other BC or for its own business as a BC.

5.2 Pre-funding and Liquidity:

5.2.1 DISTRIBUTOR* shall ensure each Retailer in his Network pre-funds their M-FINS Services
Private ltd accounts by required amounts (“e-balance”) and have required cash-in-hand
(“cash-in-hand”) at every time.

5.3 Human Resource Management:

5.3.1 Both Parties shall appoint Single Points of Contact (“SPOC”s) for top-level business
coordination and for each aspect of the business.
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 5.4 Document Processing: DISTRIBUTOR* shall, as per process and turn-around-times
specified by M-FINS Private ltd., in writing or over email, process the forms and
documents of customers enrolled by the Network. This involves:

5.4.1 Partnering with quality Document Processing Center (DPC), scanning service providers,
digitization service providers and form collection/ courier service provides as per
guidelines of M-FINS Private ltd.,
5.4.2 Collection of Customer Account Form and customer documents (together referred to as
“CAF” or “CAFs”) from on a daily basis, after first-level audit of each CAF at the
premise,
5.4.3 Scanning CAFs and sending the scanned images to M-FINS Services Private ltd or to
document processing center (DPC) designated by M-FINS Services Private ltd or
DISTRIBUTOR*,
5.4.4 Delivering CAFs to the designated DPC either in physical form or scanned images as
advised by M-FINS Services Private ltd from time-to-time,
5.4.5 Detail audit of each CAF as per the M-FINS Private ltd’s check list for completeness
and accuracy,
5.4.6 Digitizing CAFs as per M-FINS Private ltd’s guidelines and format,
5.4.7 Ensuring quality control in digitization of CAFs,
5.4.8 Delivering the physical CAFs to relevant offices/ branches of Partners,
5.4.9 Liaising with the offices/ branches of Partners to ensure timely upload and
activation of CAFs in Partners’ systems,
5.4.10 Timely payments to all entities involved, including but not limited to DPC, field
team/ vendors and quality team/ vendors from DISTRIBUTOR’s budgets.

5.5 Marketing Operations: DISTRIBUTOR* shall be responsible for:

5.5.1 Agreement and management of vendor(s) for production, installation and removal of
marketing material
5.5.2 Ensuring timeliness and quality of production and installation
5.5.3 Ensuring adherence to M-FINS Private ltd’s specifications and quality requirements for
marketing material.
5.5.4 Liaising with Partners’ branch officials to ensure installation of material at branch
locations (in accordance with Partners’ policies)
5.5.5 Ensuring adherence to M-FINS Private ltd’s specifications for installation of marketing
material at locations, Partners’ branch locations and other market locations
5.5.6 Warehousing and inventory management
5.5.7 Execution of local above-the-line (ATL) and below-the-line (BTL) marketing campaigns
and/or schemes designed and extended by M-FINS Services Private ltd if any
5.5.8 Identification of need to design local marketing campaigns and/or schemes.

5.6 Customer Service and Fraud Management: Distributor * shall;

5.6.1 Address and resolve customers’ queries, complaints and issues to the point of theirsatisfaction
in the manner as defined by M-FINS Private ltd
5.6.2 Facilitate refunds to customers by a in case of a wrong transaction due to a mistake
of the only through M-FINS Private ltd.
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 5.6.3 Facilitate refunds to customers only by the Partner or M-FINS Services Private ltd in
case of a wrong transaction due to technology issues.
5.6.4 Identify suspicious s or DISTRIBUTORs or DISTRIBUTOR’s staff members who may be
committing a fraud, and carry out further necessary investigation to confirm the event of
fraud.

5.7 Coordination with local bank branches:

DISTRIBUTOR’s sales staff shall visit local branches or offices of Partner Banks regularly
as per M-FINS Private ltd’s guidelines to (i), present the value proposition of M-FINS
Private ltd’s Services and Products to the branch staff, and (ii) resolve customer / issues
related to day-to-day operational coordination with the branches.

5.8 Process compliance:

DISTRIBUTOR* shall ensure that the Network complies with the processes as may be
communicated by M-FINS Services Private ltd from time to time.

5.9 Marketing Schemes:

5.9.1 It shall be imperative for Distributor * to execute the customer-facing schemes (e.g.
discounts, advertisement etc.) extended by M-FINS Services Private ltd or only with the
prior approval of M-FINS Private ltd.

5.10 Distributor* Service Reports: Distributor * will provide M-FINS Services Private ltd
with reports about the services provided by Distributor *and s in its Network.

6. OBLIGATIONS OF M/s. M-FINS services Private ltd.,

Technology Support:
As part of M-FINS Private ltd’s Agreement with Partners, M-FINS Services Private ltd provides
technology platform as a service to the Partners. M-FINS Services Private ltd will ensure robust and
quality technology support services to the Network.

7. TRAINING OF PERSONNEL

7.1 M-FINS services Private ltd., will provide an expert trainer to Distributor * for two (2)
days every year or as required for training of DISTRIBUTOR’s trainer on all M-FINS
Services Private ltd processes, products and services. Future training requirements will be
undertaken by NETWORK PARTNER’s trainer and it will be DISTRIBUTOR’s
responsibility to train its Network and staff.
7.2 If Distributor * invites M-FINS services Private ltd., trainer for training its Network or
staff, DISTRIBUTOR* will bear the cost of travel and accommodation of M-FINS Private
ltd’s trainer.
7.3 Distributor trainer will be responsible to train each, agent / retailer team based on training
and content received from M-FINS Services Private ltd It is imperative for Distributor * to
ensure is trained before she/he starts providing her/his services.
7.4 For each batch training, it is imperative for Distributor * to ensure that respective Distributor
and her/his team attend the training to have a refresher training, get equipped with new
products/ changes and get introduced to the news.
7.5 Distributor * will organize and pay for the venue and other logistical expenses for all
trainings, including the training of Distributor trainer.
7.6 All trainings by Distributor * will be carried out in accordance with the process and
content provided by M-FINS Services Private ltd M-FINS Services Private ltd may
periodically carry audits to ensure compliance to training process and verify/measure
training effectiveness.
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 7.7 Distributor* and M-FINS Services Private ltd will both put best efforts to ensure Distributor
staff, Distributor are trained effectively.

8. REVENUE SHARE

8.1 For undertaking and fulfilling its responsibilities in terms of this Agreement, Distributor
* will be entitled to get a percentage of M-FINS Private ltd’s revenues generated from the
Network as Retailer commission subject to deductions wherever applicable as per the
Applicable Laws (the “Commission”).
8.2 Commission will be broken into base commissions (“Base Commissions”) and
performance-based incentives (“Incentives”) as discussed between the Party of First Part
and the Party of Second Part.
8.3 M-FINS Services Private ltd is authorized to change the commission any movement of time.
8.4 M-FINS Services Private ltd is authorized to charge the charges charge by the vendor or
suppliers to the down line network.

9. PAYMENT TO Distributor* AND TO THE NETWORK

9.1 M-FINS Services Private ltd reserves the right to pay Distributor * for its services in the
form of e-balance into DISTRIBUTOR’s e-balance account created in the IT Application.
9.2 E-balance can be used by Distributor * for M-FINS Services Private ltd business or for
withdrawal of money by applying to M-FINS Private ltd.
9.3 It shall be solely the duty of DISTRIBUTOR* to make payments to the Network as outlined
by M-FINS Services Private ltd from time to time from DISTRIBUTOR’s commissions.
Distributor * hereby acknowledges that the revenue shared by M-FINS Services Private ltd
with Distributor * as Commission is sufficient to pay the Network as outlined by M-FINS
Private ltd.
9.4 All payments by Distributor shall be made only through either of the following modes: (i)
Real time Gross Settlement (RTGS) (ii) Draft (iii) Cheque or (iv) NEFT. The Company
shall have the right to stipulate other mode of payment like cash, demand draft, letter of
credit etc. and the Distributor shall make all payments to the Company in the manner so
prescribed by the Company

10. REPRESENTATIONS AND WARRANTIES OF Distributor *

10.1.1 DISTRIBUTOR* represents and warrants to M-FINS Services Private ltd as on

Effective Date that the Warranties made by DISTRIBUTOR* in this Clause 10 are true
in all respects and acknowledges that M-FINS Services Private ltd has entered into this
Agreement in reliance upon the Warranties being true in all respects.
10.1.2 Each of the Warranty is a separate and independent warranty, representation and
undertaking and the rights of M-FINS Services Private ltd under, and the meaning given
to, any one such Warranty shall not be restricted by reference to any other Warranty.
10.1.3 Distributor * agrees that in the event of M-FINS Services Private ltd making a Claim
against Distributor for breach of the terms of this Agreement, DISTRIBUTOR* shall
not pursue any claim, seek damages, reimbursements or contribution from M- FINS
Services Private ltd / its Partner(s) in respect of such Claim.
10.1.4 Distributor * undertakes to notify M-FINS Services Private ltd in writing promptly if
it becomes aware of any fact, matter or circumstance which would cause any of the
Warranties given hereunder, to become untrue or inaccurate or misleading in any
material respect.

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 10.5 Distributor * hereby represents and warrants as follows:
10.5.1 That it is a body corporate/partnership firm duly incorporated under the laws of
India and duly registered and authorized to do business in India with its registered
office at as mention on first page.
10.5.2 That in entering into this Agreement and performing its obligations hereunder
Distributor * shall not violate any Applicable laws.
10.5.3 That by entering this Agreement, the Distributor * is not violating any non-compete
obligation with any third party.

11 REPRESENTATIONS AND WARRANTIES OF M-FINS PRIVATE LTD

11.5 M-FINS Services Private ltd represents and warrants to Distributor * as on Effective Date that the
Warranties made by M-FINS Services Private ltd in this Clause 11 are true in all respects and
acknowledge that DISTRIBUTOR* has entered into this Agreement in reliance upon the
Warranties being true in all respects.

11.6 Each of the Warranty is a separate and independent warranty, representation and undertaking and
the rights of DISTRIBUTOR* under, and the meaning given to, any one such Warranty shall not
be restricted by reference to any other Warranty.

12 TERM

12.1 This Agreement shall be valid from the date since the Distributor agreed to it this Agreement vide

digitally, unless the agreement is mutually terminated from either party.

12.2 Pre purchase Amazon ID or advance package ID are valid for 4 month commencing from the date of

Agreements.

13. TERMINATION: -
13.1 M-FINS Services Private ltd shall have the right to terminate this Agreement immediately on the
happening of the following events:
a) In the event of the Distributor, being in the opinion of the Company (whose opinion
shall be final), incapable of complying with this Agreement
b) In the event of the Distributor becoming or being adjudged insolvent, or making a
composition with his creditors or being a company going into liquidation either
voluntary or compulsory or in the event of the financial position of a Distributor at
any time during the currency of this Agreement being considered by the Company
(whose opinion shall be final) to be unsound.
c) In the event of the Distributor being a partnership firm, without the written consent
of the Company previously given, altering the constitution of the firm either by
dissolution, or taking in any new partner or partners or otherwise changing the
constitution organization or management of the Distributor.
d) In the event of the commission by the Distributor of a fraud on the Company in
connection with this Agreement or upon the Distributor failing to carry out any
stipulation contained in this Agreement for seven days after being required in
writing so to do by the Company.
e) In the event of any lawful authority ordering the Company to terminate the
Agreement.

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 13.2 Without prejudice to the right of the Company to terminate the Agreement provided in Clause 13.1
above, either party may terminate the Agreement without assigning any reason by giving to the other
30 clear days’ notice in writing which notice may be sent by registered post, telegram or fax
addressed to the usual place of business of the address ad shall be deemed to have been received by
the addressee at the expiry of seven days from the date of dispatch if by registered post or at the
expiry of 48 hours after dispatch if by telegram or same day if sent by fax.
13.3 On termination of this Agreement the Distributor shall forthwith return to the Company all books,
documents, papers and other property of the Company in the possession or control of the Distributor.
13.4 Either party may terminate this Agreement on thirty (30) calendar days written notice, or if prior to
such action, the other party materially breaches any of its representations, warranties or obligations
under this Agreement. Except as may be otherwise provided in this Agreement, such breach by either
party will result in the other party being responsible to reimburse the non- defaulting party for all
costs incurred directly as a result of the breach of this Agreement, and shall be subject to such
damages as may be allowed by law including all attorneys' fees and costs of enforcing this
Agreement.

14. INDEMNITY

14.1 Notwithstanding anything to the contrary stated in this Agreement, Distributor* hereby indemnifies
and agree to keep fully indemnified M-FINS Services Private ltd and its employees, agents,
representatives, Affiliates from and against all actions, suits, judgment, forfeitures, proceedings,
claims, demands, losses, obligations, deficiencies, judgments, actions, suits, arbitrations,
assessments, costs and expenses, including without limitation, expenses of investigation and
enforcement of this indemnity and reasonable attorneys’ fees and disbursements, imposed on,
asserted or claimed against or incurred, suffered or paid or other damages which may arise or occur
in respect of and for reason of breach and/or non-compliance of any of the terms and conditions of
this Agreement or of the representations, warranties, statements.

15. INTELLECTUAL PROPERTY RIGHTS

15.1 Distributor * agrees that it shall not use the logo, trademark, copy rights of other IP Rights of M-
FINS services Private ltd., and/or its Partner(s) in any advertisement or publicity materials or any
other written communication with any other party, without the prior written consent of M-FINS
Private ltd.

15.2 All trademarks, trade names, copyrights, patent, designs technical know-how in relation to the
Products and Services including all IT Applications, brochures, signs, advertisements, exhibition
equipment, logos, slogans, standard operating procedures, and other sales and marketing materials
and any related literature supplied by M-FINS Services Private ltd shall remain M- FINS services
Private ltd.,

16. NON SOLICITATION AND NON COMPETITION

16.1 Distributor* agrees and undertakes that whether on its own account, or for any Person, for the Term
of this Agreement and twelve months thereafter, it shall not solicit or entice, or endeavor to solicit or
entice, from the Network any retailer/distributor/Super/officers or employees of or any
retailer/distributor/Super/with whom Distributor * have had dealings during his tenure of this
Agreement, whether or not that person would commit a breach of any contract by reason of ceasing
to service or provide services within the Network.

16.2 Distributor * agrees that some restrictions on its activities during and after the tenure of this
Agreement are necessary to protect the goodwill and other legitimate interests of M-FINS Services
Private ltd and/or the Partner(s). Distributor * agrees not to undertake or provide any Services or
Products for any outside business competitive with M-FINS Services Private ltd within the
Territory. During the tenure of this Agreement and for a period of one year thereafter Distributor *
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 (the “Restriction Period”), Distributor * undertakes not to compete, directly or indirectly, with M-
FINS Services Private ltd in the Territory, whether as a BC or an agent/employee/partner of any other
Retailer. Specifically, but without limiting the foregoing, Distributor * agrees not to engage in any
manner in any activity that is directly or indirectly competitive or potentially competitive with the
business of M-FINS Services Private ltd For purposes of this provision, the business of M-FINS
Services Private ltd shall include all Products and Services offered by M-FINS Services Private ltd
in any manner.

17. BRAND REPUTATION

17.1 Distributor* acknowledges that the protection and development of the M-FINS Services Private ltd
brand and reputation is of key importance to Distributor * and M-FINS Services Private ltd Therefore
Distributor * agrees to (1) promptly inform M-FINS Services Private ltd about any written complaints
received about DISTRIBUTOR’s business activities from any interested party whatsoever, (2)
provide, without request, M-FINS Services Private ltd with copies of the written complaints, articles,
legal papers, etc. and (3) keep M-FINS Services Private ltd informed about the progress of any such
complaints.

17.2 Distributor * will represent brands of Partner(s) and M-FINS Services Private ltd Therefore,
Distributor * will take ownership for its actions related to Partners’ or and M-FINS Private ltd’s
brands. In case of any defamation or brand-loss caused by negligence or improper action of
Distributor * or Distributor staff or Distributor M-FINS Services Private ltd Network, M-FINS
Services Private ltd may, without prejudice to other legal remedies, choose to unilaterally terminate
the relationship with Distributor * and charge a penalty to Distributor * as under;

18. LIMITATION OF LIABILITY:

18.1 Company shall not be responsible or liable for any act errors, omissions, delay, missed connections,
accident, losses, injuries, death, property damages or any indirect or consequential damages resulting
there from which may be the result of action, inaction, default or insolvency of any other third party
services supplier except in the case of gross negligence or willful misconduct by either Party.

18.2 In no event and under no circumstances shall either Party be liable for any indirect, incidental,
consequential or special damages, including without limitation, loss of revenue or loss of profit, or
for any reason whatsoever arising under this Agreement, whether arising out of breach of warranty,
breach of condition, breach of contract, tort, civil liability or otherwise. Under no circumstances the
Distributor shall hold the company liable for any act or loss or damage done by Distributor.

19. CONFIDENTIALITY

19.1 This Agreement and all information exchanged between the Parties under this Agreement or during
the negotiations preceding this Agreement is confidential to them and may not be disclosed to any
third party. Each Party shall hold in strictest confidence, shall not use or disclose to any third party,
and shall take all necessary precautions to secure any Confidential Information
of the other Party.

19.2 Disclosure of such information shall be restricted solely to employees, agents, consultants and
representatives who have been advised of their obligation with respect to Confidential Information.
Disclosures of Confidential Information to its outside professional advisors or for enforcement of
this Agreement including any rights and obligations of a Party hereto shall not be deemed to be a
breach of this confidential obligation by a party hereto.

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 20. Regulatory to be followed by Distributor / Retailer's
Dos

➢ Agreements with Distributor / Retailer with the Agreed Commercials.

➢ Regular visit on Retailer’s office for monitoring & training.
➢ Co-ordination between Retailer's and M-FINS Services Private ltd for resolution of
issues.
➢ Holding regular review meetings to assess and motivate the Retailer's to enhance their
performance to the desired levels.
➢ Investing & providing cash management services to the Retailer's.
➢ The Distributor will maintain 1 field executive for the every 35 Retailer's outlet for the
operations.
➢ Distributor can only operate their office or outlet at the given address which is mention
in their documents.
➢ Distributor is required to open account in any nationalized bank near office, money
collected from Retailer will be deposited in same account transfer the amount through
net banking to pre-defined M-FINS Services Private ltd account.
➢ Each Retailer outlet will be physically visited at least once a week by the staff of
Distributor.
➢ The Distributor should appoint 100 Retailer in a span of 6 months.
➢ Distributor and Retailer should only operate their office or outlet at the given address
which is mention in their documents.
➢ Do Use Company Provided Collaterals only.
➢ Do Keep Do’s & Don't Poster Visible To BC Retailer’s.
➢ Do Adhere To Ethical Business Practices.
➢ Distributer Marketing Material Provided By Company.

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 Don’ts

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➢ Can't appoint any agent without proper KYC (i.e. Aadhar Card, Pan Card and Ration Card which is
mandatory) and verification.
➢ Can't use Amazon Logo without prior approval.
➢ Can't sub lease your distributorship
➢ Before Mass Mailing & SMS prior approval from the company.
➢ SMS, Email & Paper prior approval from the company.
➢ You cannot operate your outlet or office from other location.
➢ Do Not Display/Circulate Unauthorized Collaterals.
➢ Do Not approach or convert Retailer with one Bank for another Bank.
➢ Do NOT over charge commission, than prescribed by the Company.
➢ Do Not issue any manual receipt.
➢ Do Not give any false promise to BC retailer.
➢ Do Not use Amazon logo without prior Approval.
➢ You cannot include or sell your own product with the service of M-FINS Private ltd

21. Dispute Resolution:- in case of any dispute arising between the parties the same shall be governed by the
Indian Arbitration Act 1996 & the parties shall be governed by the same & no other courts shall be having
the right or jurisdiction over the same.
Any dispute or disagreement shall first be attempted to be resolved amicably by the top-level
executives of both the parties duly authorized in this behalf. If the dispute is not resolved, then the
Parties shall take recourse to arbitration. Arbitration for resolutions of such disputes shall be in
accordance with the provisions of the Arbitration & Conciliation Act, 1996 as amended from time to
time. The sole arbitrator shall be appointed by the parties mutually. The venue of such arbitration shall
be at Mumbai. The proceedings shall be conducted in English the award passed by the Arbitrator shall
be final and binding on both the parties. In case Parties are unable to decide sole Arbitrator within 30
days, the parties shall nominate within 15 days one arbitrator each and the two arbitrators will
nominate third arbitrator, who will preside over the Arbitration panel. In case a party fails to appoint
arbitrator within 15 days, it shall be considered that the other party has accepted the arbitrator
nominated by other party as sole arbitrator. If matter is not resolved by the arbitration then the dispute
shall be referred to and decided by the court of competent jurisdiction at Mumbai.

22. Arrangement: - the arrangement between both the parties is a pure commercial arrangement where we /
agree to pay / the Networking partners on the quantum of commensurate.

23. FORCE MAJEURE:- The Company shall not be liable for any delay in delivering the goods
specified in any order or portion thereof if such delay is due to reasons beyond its control, Acts of
God, war declared or undeclared, revolution, embargo, riots, civil or political disturbance, lockouts,
strikes, trade disputes, accidents, beyond the Company’s control in such circumstances the contract or
any portion thereof may be suspended or cancelled at the Company’s option. Should delivery be
delayed in consequence of the foregoing contingencies the Company shall not be responsible for any
damage caused by such delay.

24. PAYMENT FOR THE IT APPLICATON: -The M-FINS Services Private ltd i.e. “COMPANY” in
case have not received the full payment from Distributor after sending the reminder
letter/call/SMS/EMAIL given to the for the IT Application then, M-FINS Services Private ltd have
the right to deactivate / stop the IT Application Operation of the Service and provision of the Product
for the Distributor and which would be restarted only after the full payment received by the M-FINS
Services Private ltd

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 25. Business Provided:- The current nature of MOU is not purely pertaining to services & hence any default
shall not be counted as deficing of services. The Company shall not be civil or original liable unless &
until is an intention proven.

26. JURISDICTION: In the event of any dispute arising out of any provisions of this Agreement,
Distributor expressly agrees to submit to the jurisdiction of Courts in Mumbai and any suit to enforce
the right of either Party under or in respect of this Agreement shall be instituted in and tried by a
competent court in Mumbai and in no other court as per mutually understanding of both the Parties.

27. Transaction Commission: Check the Annexure -A Attach

Annexure -A

Franchise Services Commission Franchise Stores Earning Distributor Earning

NSDL Saving Account Opening Rs.50 per Account Rs. 10 per account
NSDL Deposit & With drawals 0.20% of deposit value 0.03% of deposit value
Amazon easystores 0.50 to 11.15% 5 % of Retailer commission
New Customer Bonus As per Slab 5% of Retailer Commission
Bank NXT Gst centre Markup N/A
IRCTC Rail E-ticketing License Rs.40 & Rs.60 Ac & Non Ac Services charges 0.40% of Txn Amount
Mera Aadhikar portal Markup Services Charges between (Rs.100-200) Rs.3 or 3%
G2C (Govt to Citizen) PMJAY Ayusham Card Rs. 5 Commission N/A
CBBS Seva with Bio Metric Devices 0.48% commission on Service Charges of 1% 0.20%
Micro ATM /AEPS Rs.0.50 to 10 Commission Rs.1.25 Maximum
Flight Booking (Dom) Upto to 3% or Markup 0.75% of Txn Amount
Flght Booking(Int) Upto to 5 % or Markup 0.75% of Txn Amount
Bus Booking 6.50% 0.50% of Txn Amount
Mobile Recharge Operator wise up to 4% 0.30% of Txn Amount
HotelBooking 5% 0.50% of Txn Amount
Utility Bill Payment To be charges from Customers 15 rs. Rs.1 per Bill
Entertainment Services 10% 3% of Txn Amount
Pan card Markup Services Charges between (Rs.100-200) Rs.3 Per Pan card
Fastag Rs.100 per TAG Issuances N/A
Insurance Dekho Upto 25% on base Premium 0.50% of Txn Amount
Pancard VLE Markup Services Charges between (Rs.200- 400) N/A
Own Brand Retailer Video You may earn from Youtube if promoted well N/A
Expected total Earning based on different services it may change Market to Market situation* Amazon commission on 60 days to
Company Reverse the rights to change commission with prior intimation as per market & Principal company changes *

M-FINS Services Private ltd Authorized Signatory Distributor Signature

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 Amazon Commission Category Wise
Category Amazon Easy Store Distributor
Apparel & Accessories 11.5 0.7
Shoes and Handbags 11.5 0.7
Jewelry 10.9 0.6
Automotive 8.5 0.5
Baby Products 8.5 0.5
Beauty 8.5 0.5
Books 8.5 0.5
Business & Industrial Supplies 8.5 0.5
Echo & Alexa Devices 8.5 0.5
Fire TV Devices 8.5 0.5
Furniture 8.5 0.5
Health & Personal Care Appliances 8.5 0.5
Home 8.5 0.5
Home Improvement 8.5 0.5
Kindle Books 8.5 0.5
Kitchen & Dining 8.5 0.5
Lawn & Garden 8.5 0.5
Luggage 8.5 0.5
Miscellaneous 8.5 0.5
Musical Instruments 8.5 0.5
Office Products 8.5 0.5
Pet Supplies 8.5 0.5
Sports & Fitness 8.5 0.5
Tools 8.5 0.5
Toys & Games 8.5 0.5
Watches 8.5 0.5
Blu-Ray & DVD 6.4 0.4
Large Appliances 6.4 0.4
Software 6.4 0.4
Video Games 6.4 0.4
Grocery 6.0 0.4
Health, Household & Personal Care 6.0 0.4
Pantry 6.0 0.4
Computers 5.1 0.3
Electronics 5.1 0.3
Home Entertainment 5.1 0.3
Wireless Accessories 5.1 0.3
Credit card Bill Payment 4.3 0.3
Electricity Bill Payment 2.6 0.2
Water Bill Payment 2.6 0.2
Piped Gas Bill Payment 2.6 0.2
Mobile postpaid Bill Payment 2.6 0.2
Landline Bill Payment 2.6 0.2
Broadband Bill Payment 2.6 0.2
Municipal Tax Payment 2.6 0.2
Gas cylinder Bill Payment 2.6 0.2
Insurance premium Payment 2.6 0.2
FASTag recharge 2.6 0.2
Cell Phones and Accessories 1.7 0.1
Google Play Recharge 1.7 0.1
Prepaid mobile recharge 1.7 0.1
DTH recharge 1.7 0.1

M-FINS Services Private ltd Authorized Signatory Distributor Signature

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 Annexure -B

Business in a box plus Business in a box @ Platinum Combo Amazon Easystore @

Franchise Services Offering
@45k 36k @ 23k Combo @17k NSDL @15k 12.5k
NSDL Customer Service points ✓    ✓ 
Amazon easystores ✓ ✓ ✓ ✓  ✓
IRCTC Rail E-ticketing License ✓ ✓ ✓   
Mera Aadhikar portal ✓ ✓   ✓ 
Own Brand Retailer Video ✓ ✓    
CBBS Seva with Bio Metric Devices ✓ ✓ ✓ ✓ ✓ 
B2B Portal ✓ ✓ ✓ ✓ ✓ ✓
Amazon Portal ✓ ✓ ✓ ✓  ✓
Micro ATM ✓    ✓ 
Fastag ✓ ✓ ✓ ✓ ✓ 
Insurance Dekho ✓ ✓ ✓ ✓ ✓ 
Pancard VLE ✓ ✓ ✓ ✓ ✓ 

Note. NSDL is subject to RBI Approval kindly check Pin code list before appointing can Retailers,
Distributor Module is not available.

M-FINS Services Private ltd Authorized Signatory Distributor Signature

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Select Non-Refundable
Below Amount
(For training, Add
Offering
Sr No Product Name Material,
Marketing
& Sales Support)
1 Distributor Type Distributorship With
Unlimited B2B Retailers

Sincerely,

Authorized Signatory
M-FINS Services Private ltd

AcceptanceofAppointment

We agree to be a Distributors of M-FINS Services Private ltd in letter. We endeavor to put in our best for a successful
relationship with M-FINS Services Private ltd.

<Name> Date:
<Designation>, Distributor *

M-FINS Services Private ltd Authorized Signatory Distributor Signature

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