Privileged and Confidential – Airtel Payments Bank

SERVICE AGREEMENT

By the signatures of their authorized representatives below, Airtel Payments Bank Limited (“Bank”) and the Service
Provider identified below (“Service Provider”) agree to all provisions of this agreement (“Agreement”). This
Agreement is made at New Delhi on the date last party signs it (“Execution Date”) and will be effective from [08th
day April 2024 (“Effective Date”).

IN WITNESS WHEREOF, the Parties, intending to be legally bound, have caused the Agreement to be executed by
their duly authorized officers on the day and year first written above.

The persons signing below represent that they are duly authorized to sign on behalf of their respective entities.

Airtel Payments Bank Limited One Stack Solution Pvt Ltd

Signature: Signature:
Name: A. Ganesh Name: Vishal Gupta
Designation: Chief Operating Officer Designation: Co-Founder & COO
Date: Date: 08-04-2024
Registered Address:
Aravali Crescent, 1 Nelson Mandela Road, Vasant Registered Address:
Kunj, Phase II, New Delhi 100 070, India

Corporate office Address:

Airtel Centre, Plot no.16, Udyog Vihar, Phase-IV,
Gurugram-122015.
Witness(Required in case of wet signatures only): Witness(Required in case of wet signatures only):

_______________________________ _______________________________

Name:__________________________ Name: Prerna Harchandani

Place:___________________________ Place: Gurugram

Whereas, the Bank is in the business of providing banking services pursuant to the license granted by the Reserve
Bank of India (“RBI”) for setting up, operating and managing a ‘Payments Bank’. Bank seeks to engage Service
Provider for providing the Services. Service Provider represents it has adequate infrastructure, personnel and is
adequately experienced, equipped, organized and financed to provide the Services, and agrees to provide them to
Bank. Relying on the representations, warranties and covenants of Service Provider, Bank has agreed to appoint
Service Provider to provide the Services, on a non-exclusive basis, on the terms and conditions set out here.
1. Appointment: Bank appoints Service Provider, and Agreement (together “Scope of Services”) and the
Service Provider agrees, to provide the Services on Service Provider warrants that it will, and will
a non-exclusive basis under this Agreement for the ensure that its Representatives, provide the Services
benefit of Bank. For ordering the Services, Bank as per Good Industry Practices. Any Services or
may issue Purchase Order(s) to Service Provider. responsibilities, which are necessary, inherent,
The terms of the Agreement will govern such incidental or customarily part of the Scope of
Purchase Order(s) as if incorporated. Bank will be Services, or are reasonably required for its proper
under no obligation to issue Purchase Orders for completion, will be considered a part of the Scope
procuring any minimum quantity of Services. of Services within the Price. At no additional cost,
Bank’s obligation to procure the Services will arise Service Provider will provide warranty and support
only after Bank issues and Service Provider accepts services to Bank in relation to the Services as per
a Purchase Order. Service Provider will confirm its the standard warranty, maintenance and support
acceptance of the Purchase Order in writing within policies, if any, applicable to the Services.
two (2) Business Days of the Purchase Order date, 3. Acceptance: Upon providing the Services and/or
or such Purchase Order will be deemed accepted. subsequently within a reasonable time, Bank, in its
2. Scope of Services: Service Provider will provide discretion, may inspect or examine the Services for
the Services to Bank at the Location(s) and in confirming the Services’ quality and adherence to
accordance with the Specifications, the Delivery the requirements of Schedule 1 and this Agreement.
Schedule, the requirements under Schedule 1 Upon Bank’s satisfaction, Bank will confirm in
(including the agreed bill of materials) and this writing the acceptance of the Services in terms of

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the foregoing requirements. If the Services fail such or action against Service Provider is threatened or
inspection at any stage, Bank may reject the pending before any arbitrator or Government
Services by notice in writing, specifying the Authority, and no order, judgment, injunction,
nonconformity. Service Provider will rectify the award, or settlement has been issued, pending or
nonconformity (including by re-performing the outstanding, relating to Service Provider entering
Services) within the reasonable time stipulated by into or performing its obligations under this
Bank. If the Service Provider fails to rectify the Agreement, (c) Service Provider owns, or has all
nonconformity within such time, Bank may necessary rights in, all IPRs in the Deliverables,
terminate this Agreement without liability. Service free of all liens, and Bank will not, at any time,
Provider will bear all costs for rectifications / require any additional license or consent from
corrections under this Clause. third parties for use of the Deliverables, (d)
4. Service Provider’s Obligations: Service Provider Service Provider has and will have appropriate
will provide Bank periodic reports in relation to the trained, skilled resources or Representatives to
Services on such frequency and with such details as perform the services at all times; (e) there is no
specified in Schedule 1 or otherwise as instructed conflict of interest between Representatives of the
by Bank. Service Provider will maintain product Service Provider and the Bank; (f) no actual or
liability, professional liability, errors and omission, threatened claim or action exists against Service
general liability, workmen compensation, and other Provider alleging infringement of third party IPRs
insurances required under Applicable Law, or in relation to the Deliverables such that it will
usually maintained as per Good Industry Practices. restrict or prohibit (i) Bank’s use of the
Such insurance will cover liability arising from any Deliverables or (ii) performance of Service
accidents or injuries suffered by the Representatives Provider’s obligations under this Agreement; and
while at Bank premises / Location(s). (g) the execution and performance of this
5. Other Terms: Agreement by the Service Provider in accordance
a. Compliance: Service Provider will comply with with its terms shall not (i) violate or conflict with
Applicable Laws and will ensure that the Services its articles or memorandum of association or any
are provided in compliance with all Applicable other organizational / constitutional documents;
Laws. Service Provider at its own cost, will (ii) conflict with, result in the breach or
obtain, maintain and comply with all Applicable termination of, or constitute a default under, any
Clearances necessary for it to perform its agreement or arrangement to which it is a party or
obligations under this Agreement. by which it or any of its properties or assets may
b. Subcontractors: Service Provider shall take prior be bound; (iii) constitute a violation of applicable
approval of Bank before subcontracting all or part Law, and (iv) result in the creation or imposition
of the Services to any third party or any sub- of any lien, charge or encumbrance upon the
contractor. Upon such approval, Service Provider capital stock, properties or assets of it.
will ensure that the subcontractors comply with e. Confidentiality:
all of Service Provider’s obligations under this i. Service Provider, at all times, will keep
Agreement, and will always remain liable for all confidential all Information of Bank whether
acts or omissions of such subcontractors. marked or not as confidential, and not use
Engagement of subcontractors by Service Bank’s Confidential Information for any
Provider will not create any contractual purposes other than as required to perform this
relationship between Bank and the subcontractor. Agreement, and will ensure that its
If Bank reasonably requires Service Provider to Representatives do not disclose to any person
remove a subcontractor, Service Provider will any Confidential Information of Bank at any
comply with such instructions. Also, Service time, or make or authorise any public or private
Provider will not engage any subcontractors that announcement or communication concerning
are prohibited by Bank. the Agreement. Service Provider will also
c. Mutual Representations: Each Party represents to ensure that its Representatives are provided
the other Party that (a) it is duly incorporated or access to Bank’s Confidential Information only
established under the laws of its jurisdiction and on a need-to-know-basis and solely for the
has all requisite power and authority to own and performance of this Agreement, and such
operate its business, (b) it has not suffered an Representatives will be required to protect such
Insolvency Event, (c) it has the full legal capacity Confidential Information of Bank against
and power to enter into, exercise its rights under unauthorized disclosure in a manner no less
and perform its obligations under this Agreement, protective than under this Agreement. If
and the execution, delivery and performance of Service Provider is required to disclose any
this Agreement has been authorized by all Bank Confidential Information to a
necessary corporate and organizational actions. Government Authority, promptly upon
d. Additional Service Provider’s Representations: receiving the disclosure request, but to the
Service Provider represents to Bank that (a) it is extent legally permissible, Service Provider
not subject to any obligation that may prevent it will provide notice to Bank about such
from entering into this Agreement, (b) no claim disclosure requirement and assist Bank in

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resisting such disclosure. In the course of the case of a Force Majeure Event. Service
providing the Services, Service Provider may Provider will ensure that all agreed Service
obtain access to Personal Data including but Levels (“SLAs”), Key Performance Indicators
not limited to Aadhaar related data of (“KPIs”) and Turn Around Times or Timelines
individuals of customers of Bank. Such (“TATs”), if any, are met at all times during the
Personal Data will be considered Confidential validity, failing which the penalty (if any) for
Information of Bank and Service Provider shall non-achievement of such KPIs, SLAs or TAT
ensure that adequate safeguards and security will apply in the manner detailed in Schedule 1.
measures are adopted to protect the same at all Service Provider agrees that any continuous
times in accordance with Applicable Laws. failure to meet the KPIs, SLAs or TAT will
ii. Upon expiration or termination of this amount to a material breach of the Agreement,
Agreement, all Bank’s Confidential where ‘continuous failure’ means a failure to
Information (and all copies thereof) will be meet a KPI, SLA or TAT more than 3 Business
returned to Bank or will be destroyed, provided Days in any continuous 30 Business Days period.
that the Service Provider may retain certain g. Liquidated Damages: BANK will be entitled to
categories of Confidential Information which deduct up to 0.5% of the Price payable under a
are reasonably necessary to substantiate Purchase Order, for every week of delay in the
compliance with this Agreement or otherwise delivery of the Services due to reasons
required for financial or operational auditing attributable to Service Provider. If the cumulative
purposes. On request, Service Provider will delay under this Agreement goes beyond ten (10)
provide written certification to the Bank weeks, Bank will have the option to terminate this
regarding compliance with the requirements of Agreement. Parties agree that the deductions
this Clause. Any residual retention of Bank’s above are a genuine and reasonable pre-estimate
Confidential Information will remain subject to of the damages that Bank is likely to sustain as a
the confidentiality obligations under this result of Service Provider's failure to meet the
Clause. When such retained information is no delivery timelines. Bank may set off or deduct
longer reasonably required, it shall be returned any sums payable by Service Provider under this
to Bank or will be destroyed, with written Clause from any payment due to the Service
certification thereof being given to Bank as and Provider under this Agreement or any other
when requested. agreement, or may recover such sums as a debt
iii. Each Party acknowledges that a breach of this due to Bank. Payment of liquidated damages will
Clause may result in irreparable harm to the not absolve the Service Provider of its obligations
other Party for which monetary damages may and liabilities towards Bank and will be without
not provide a sufficient remedy. Accordingly, prejudice to any other rights available to Bank
the aggrieved Party may seek equitable relief or under contract, law or equity.
injunctive relief in relation to such breach. h. Representatives:
iv. Service Provider shall report to Bank within 2- i. In the performance of the Services, Bank
6 hours of detection in accordance with may require Service Provider to provide
Applicable Laws, any security breach or other dedicated Representatives for providing the
event that creates reasonable suspicion of Services. The applicability and scope of the
unauthorized access to the systems, same will be specified in Schedule 1.
environment and customer information and ii. Service Provider will comply with applicable
Confidential Information of Bank; company practices and policies regarding
misappropriation or alteration of any of professional and personal conduct at the
customer information and Confidential premises, whether in Bank’s or any third
Information, or theft, loss of or damage to party’s control.
assets (any tangible owned item for which iii. Service Provider will remain fully liable for
responsibility lies with the Service Provider). the acts, omissions and defaults of its
v. Service Provider will ensure that all Personal Representatives. Service Provider will
Data permanently resides within the territory of promptly repair or replace any equipment or
India and that the Service Provider shall other property of Bank that is damaged by its
provide periodic system audit reports (SAR) of Representatives.
such compliance to the Bank and RBI iv. Service Provider will comply with all
manifesting the fulfilment of requirement under Applicable Laws relating to employment of
the Applicable Laws. labor, hours of labor, working conditions,
vi. This Clause shall survive termination or workers’ compensation, payments of wages
expiry of this Agreement. and minimum wages and other statutory
f. Service Levels: Service Provider acknowledges payments.
that time, continuity, and quality of the Services v. Service Provider shall carry out basic
as per Schedule 1, are of essence in this background checks for its Representative/s
Agreement. No temporary or permanent having access to sensitive/ Confidential
suspension of Services are permitted, except in Information of the Bank. Service Provider

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shall promptly without any delay inform amount due as per above Invoice including Tax to
Bank for any negative background checks or Service Provider on provision of original invoice
delays in background checks of its and its supporting document(s). Any liability,
Representatives and corresponding actions claim, penalty, charges, fees, levies or any other
undertaken by the Service Provider to or similar payment or liability etc. incurred by
remediate the same. Service Provider in respect of GST for the
i. Business Continuity: Service Provider shall have Services in shall be the sole responsibility of
Business Continuity Plan and Disaster Recovery Service Provider.
Plan so as to ensure business continuity of the d. Compliance with GST: Notwithstanding anything
Bank in case of any unforeseen event/ natural contained in this Agreement, in case, any claim of
calamity or Force Majeure Event and will test the input tax credit of GST is not made available to
same periodically. Bank due to any non-compliance of GST Act
j. Right to Monitor: Bank shall have the right to (including as amended from time to time) by
monitor and assess the Services, so as to enable Service Provider, Bank shall have the right to set
for corrective measures/actions, if necessary. off/adjust/reduce the amount of GST credit
Bank shall have right to review and monitor the which is not available or which is so denied by an
security practices and control processes adopted appropriate Government Authority, against any
by Service Provider for maintaining the payment of the amount due to Service Provider
confidentiality of Confidential Information of along with interest, penalty or any other cost
Bank from time to time. charged to the Bank. It is agreed by Service
6. Price and Payment Terms Provider that such withholding/setting-off of
a. Price: Prices for the delivery of the Services, and payments for the aforesaid reason by Bank shall
related payment terms, are specified in Schedule not be a breach of its obligations under this
1. Bank may set off or deduct any sums Agreement. Service Provider shall not claim any
(including any liquidated damages) payable by interest or other charges from Bank for
Service Provider to Bank against any payment withholding/setting-off the payments for the
due to Service Provider under this Agreement or above reasons.
any other agreement. Any payment made by the 7. Change: Bank may, at any time by a Change Order,
Bank in advance for which no Service have been carry out a Change. Bank may also issue a Change
performed or delivered by the Service Provider, Order if Service Provider requests a Change. Within
will become payable promptly by the Service five (5) Business Days from receipt of the Change
Provider on termination or expiry of this Order, Service Provider will inform Bank of
Agreement. necessary modifications to Schedule 1, including
b. Taxes: Unless specified otherwise in Schedule 1, Price and the Delivery Schedule. If Bank accepts
(a) the currency of the Price will be Indian the proposed modifications and adjustments, the
Rupees (INR), (b) the Price will not be subject to Parties will proceed with the Change. If Bank
any increase for the Term, (c) the Price is rejects the proposed modifications after good faith
inclusive of all Taxes, and (d) Bank will deduct negotiations, Bank may either (a) not proceed with
Taxes at source (including Taxes on income) in the Change, or (ii) implement the Change by itself
accordance with Applicable Laws. Bank will or by engaging a third party. Where a Change
provide an appropriate ‘Tax Deducted at Source’ results in a reduction in Service Provider’s costs in
certificate. providing the Services, the benefit of such reduction
c. Invoicing: Service Provider will raise correct and will be passed on to Bank and Price will be adjusted
commercially acceptable invoices compliant with accordingly.
Applicable Laws including GST laws, along with 8. Audit: During the validity, and for a period of six
relevant supporting documents. The Service (6) months thereafter, Bank and/or Government
Provider understands and agrees that payment of Authority including RBI or any persons authorized
GST to the Government in respect of Services is by them respectively, shall have a right to conduct
the sole responsibility of Service Provider. audit or inspect and to obtain copies of any audit or
Service Provider shall provide with a valid Goods review reports and findings made on Service
& Services Tax Registration Number at the time Provider and to access and inspect Bank’s
of on boarding. Further, in case any credit, refund documents, records of transactions and other
or other benefit is denied or delayed to Bank due necessary information given to, stored, or processed
to any non-compliance by the Service Provider by Service Provider along with the books and
(such as failure to upload the details of the service accounts of Service Provider, at any point of time,
on GSTN portal, failure to pay GST to the in relation with the Services. Bank or Government
Government) or due to non-furnishing or Authority may conduct such audit or inspection
furnishing of incorrect or incomplete documents either by its employees, officers, internal or external
by Service Provider, Service Provider shall auditors or by agents or consultants appointed to act
reimburse Bank, the loss including, but not on its behalf during normal business hours upon
limited to, the input tax credit loss, interest and advance notice of two (2) weeks or as may be
penalty. Bank shall pay, wherever applicable, the determined by Government Authority. Bank or

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Government Authority will have unrestricted access Service Provider understands and acknowledges
to the documents, whether maintained electronically that there are inherent risks involved in sending
or otherwise. Service Provider will cooperate with the Communications to the Bank via Electronic
and assist Bank and Government Authority in Means and hereby agrees and confirms that all
relation to Bank’s and Government Authority’s risks shall be fully borne by Service Provider and
rights under this Clause. hereby indemnifies the Bank for any losses or
9. IPR: Each Party will retain all rights and ownership claims including legal fees upon Bank’s
in their respective IPRs created or acquired prior to, performing any act or omission, wholly or in part
or independent of, this Agreement (“Pre-existing in accordance with the Communications received
IPR”). Without prejudice to licenses granted to in Electronic Means. Further, Bank shall not be
Bank under this Agreement, or as otherwise responsible to ensure the authenticity, validity, or
specified in this Agreement, each Party’s IPRs are, source of any
and will remain, the exclusive property of the instructions/communications/documents received
respective Party (or its Affiliates as the case may via Electronic Means.
be). Service Provider grants Bank a non-exclusive, 11.Limitation of Liability:
perpetual, worldwide, fully paid up license to use a. Subject to Clause 11 (b), neither Party will be
(a) Service Provider’s Pre-existing IPR, or (b) other liable to the other Party for any indirect,
IPRs that Service Provider creates post execution of incidental, consequential or damages or loss, or
this Agreement (other than Bespoke IPR), that are for any lost profits or business opportunities, even
incorporated in the Services. Service Provider if foreseeable or even if such Party has been
acknowledges that Bank will exclusively and advised of the possibility of such damage or loss.
unconditionally own all right, title and interest, No exclusion or limitation of Service Provider’s
including all IPRs, in the Bespoke IPR, if any. liability will apply to any liability for breach of
Service Provider represents that it has all necessary Applicable Law, death, bodily injury, damage to
rights in its trademarks, names, logos and brands. property, infringement of IPRs (including third
10.Indemnity: party claims of infringement), breach of
a. Without prejudice to Bank's right to be confidentiality and data protection obligations,
indemnified contained elsewhere in this wilful default, gross negligence or fraud.
Agreement, if: a Government Authority imposes b.The maximum aggregate liability of Bank under
fines or penalties on Bank or any claim is made this Agreement, whether arising under contract
against Bank due to (i) Service Provider’s non- (including fundamental breach), tort (including
compliance with Applicable Laws or failure to negligence), under an indemnity, under statute or
obtain, maintain or comply with Applicable any other legal theory, will not exceed the value
Clearances or breach of representations or of any unpaid amounts under Purchase Orders
warranties, breach of confidentiality obligations; issued under this Agreement.
or (ii) bodily injury, death or damage to property 12.Term & Termination:
caused by the Services or Service Provider’s a. This Agreement will commence on the Effective
negligence, (iii) any use of the Services by Bank Date and will continue for a period of 3 (three)
or the Customers, or (iv) Service Provider’s years or until terminated earlier in accordance
wilful default, fraud or gross negligence; or (v) by with Clause 12(b).
a third party alleging that Services infringe IPRs b. Without prejudice to other provisions of the
of such third party, then Service Provider will Agreement, Bank may terminate this Agreement,
defend, indemnify and hold harmless Bank and its in whole or in part, forthwith by providing a
Representatives against such claim, at Service written notice to Service Provider if, Service
Provider’s expense, and will pay all damages that Provider commits a material breach of this
a court awards or any settlement amount that is Agreement and fails to rectify it (if curable)
approved by Service Provider (approval not to be within Thirty (30) Business Days or such period
unreasonably withheld or delayed), and the as mentioned in the written notice of the breach;
reasonable costs (including attorney’s fees) or Service Provider suffers an Insolvency Event
incurred by Bank. The Parties agree that or Change of Control; or the whole or substantial
indemnity under this Clause shall not be the sole part of Service Provider's business is transferred
and exclusive remedy for the non-defaulting to a third party, due to which Service Provider is
Party(ies) under this Agreement. likely to become (in the reasonable opinion of
b. Notwithstanding anything to the contrary Bank) unable to perform Services or Service
contained in this Agreement, Service Provider Provider commits any fraud, forgery, misconduct
authorizes Bank to act and rely on any or such malpractices.
instructions or communications or documents c. Service Provider may terminate a Purchase Order
(collectively “Communications”) for any by providing a written notice to Bank if Bank
purpose under this Agreement which may be fails to pay the amounts due and owing (and not
given by facsimile, telegraph, cable or email or disputed) under the Purchase Order for a period
such like electronic means (“Electronic Means”) of 180 Business Days from Service Provider’s
by Service Provider or by its Representatives. written reminder issued after original due date.

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d. Bank may terminate the Agreement, for 15.Governance and Dispute Resolution: Any
convenience, by providing 30 Business Days’ dispute arising under or in respect of any matters
written notice to Service Provider. governed by this Agreement shall be referred to
e. Termination or expiry of this Agreement for any equal number of designated officials of each Party
reason will be without prejudice to (i) any to exercise reasonable and good faith efforts to
accrued rights and remedies of either Party; (ii) resolve the same. The Parties will resolve the
any rights or obligations of the Parties that are dispute amicably within Thirty (30) Business Days
intended to survive termination; (iii) rights and of receipt of notice from the other Party. If the
obligations of the Parties under all issued dispute remains unresolved then the dispute will be
Purchase Orders for the Services which have been referred to arbitration. The Parties will mutually
accepted by Bank (under Clause 3); (iv) rights appoint a sole arbitrator within thirty (30) Business
and obligations of the Parties under a subsisting Days of the dispute being referred to the
Purchase Order. arbitration. The seat and place of arbitration will
f. The Service Provider agrees to provide transition be New Delhi. The language of arbitration will be
assistance to the Bank (and any third party that English. Arbitration will be conducted in
will be taking over the performance of the accordance with the Arbitration and Conciliation
Services in place of the Service Provider) upon Act, 1996. The Parties will bear their respective
termination or expiry of this Agreement for such costs towards conducting arbitration and other
period as required by the Bank. costs and expenses of the sole arbitrator and of
13.Code of Conduct and Bank’s Information arbitral proceedings will be borne by the Parties in
Security Policy: equal proportion. The Parties will request the sole
a. Service Provider will and will ensure that its arbitrator to decide the dispute within Sixty (60)
Representatives fully comply with the applicable Business Days of the dispute so referred. The
provisions of Bank’s Code of Conduct as updated arbitrator’s award will be final and binding upon
from time to time (“Code of Conduct”) as the Parties. Notwithstanding anything to the
annexed to this Agreement in Schedule 2 and contrary in this Agreement, each Party will be
adopt and implement requisite policies in this entitled to seek preliminary or final injunctive
regard. At the reasonable request of Bank, post relief in any court of competent jurisdiction
investigating any violation of the provisions of located in New Delhi. Any action for injunctive
this Clause, Service Provider will take all relief will not be subject to arbitration.
requisite remedial measures including but not 16.Notices: Any notice, demand, consent or other
limited to termination of employment of any communication (“Notice”) given or made under
individual who Bank reasonably believes to have this Agreement will be in writing and signed by an
violated this Clause. Notwithstanding anything authorised Representative of the sender, and be
contained in the Agreement and in addition to any delivered to the intended recipient by prepaid post
other rights of Bank in law or this Agreement, in or by hand or fax, to the address or fax number
case of any violation of any provision of this provided in the signature block or the address last
Clause, Service Provider will take all steps notified by the intended recipient to the sender.
necessary to restitute Bank. Notice given or made under the Agreement will be
b. Service Provider acknowledges that it has read deemed duly given in case of delivery in person,
and understood the requirements of the Bank’s when delivered; in the case of delivery by post,
Information Security Policy (BISP) and agrees five (5) Business Days after posting; and in the
that it and the deliverables provided by it shall case of fax, on receipt of a transmission control
comply with the requirements of the BISP. BISP report from the dispatching fax machine showing
is specified in Schedule 3 and execution of this the number of pages, destination fax number and
Agreement comprises Service Provider’s name of recipient, indicating that the transmission
agreement to be bound by the BISP. has been made without error.
14.Relevant Records Retention: Service Provider 17.Miscellaneous:
will preserve and maintain complete and accurate a. Entire Agreement: This Agreement contains
Relevant Records and keep the same accessible for the entire agreement between the Parties with
the period as prescribed by Applicable Laws. Bank respect to its subject matter and supersedes any
shall have the right to access all back-ups, books, and all prior agreements, either oral or in writing,
records including Relevant Records and between the Parties with respect to the subject
information relating to the Services and Service matter hereof; b. Severability: All provisions of
Provider will promptly provide the same to Bank this Agreement would be severable and no part
on request. Service Provider shall maintain hereof would be affected by the invalidity of any
adequate safeguards to ensure that there is no such provision. c. Survival: The provisions of this
leakage or comingling of information, data, Clause, and any provisions relating to licenses,
documents or Relevant Records of Bank with the indemnity, governing law, jurisdiction, arbitration,
data of Service Provider or its other group entities confidentiality, intellectual property rights and
or with the data of any third party. other provisions that by their nature survive expiry
or termination, and those representations and

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warranties that are required to supplement the laws rules. Parties submit to the exclusive
above Clauses for making them effective, will jurisdiction of New Delhi courts. l. Electronic
survive the expiry or termination of the Communication: Save and except stated in this
Agreement. d. No Waiver: No failure to exercise Agreement, and to the extent permitted under
or any delay in exercising any right, power or Applicable Laws, each of the Parties may
remedy by a Party under the Agreement will communicate with the other by electronic means.
operate as a waiver. A single or partial exercise of Both the parties acknowledge and understand that
any right, power or remedy does not preclude any this Agreement may be executed digitally. Parties
other or further exercise of that or any other right, agree to use digital signature as recognised under
power or remedy. e. Amendments: No Applicable Laws to sign this Agreement.
amendment of the Agreement is valid or binding Inurement: This Agreement shall be binding upon
on a Party unless made in writing and executed by and shall inure to the benefit of the Parties and
the authorized representatives of both Parties. f. their successors and permitted assigns.
Relationship: The relationship between Bank and 18.Definitions and Interpretation
Service Provider is that of independent contractors A. The following terms will have the meaning
dealing at arm’s length and nothing in the assigned below: Affiliate means any entity that is
Agreement will constitute the Parties as partners, Controlling, Controlled by, or is under the common
joint venture or co-owners, or constitute either Control with that entity; Applicable Clearances
Party as the agent, employee or Representative of means all necessary authorisations, licenses,
the other. g. Counterparts: This Agreement may exemptions or concessions required under
be executed in any number of counterparts, Applicable Laws; Applicable Law means, in
whether signed originally or reproduced by relation to the obligations of the Service Provider,
facsimile, each of which will be deemed to be an any statute, law, regulation, ordinance, rule,
original, and all of which will constitute one and judgment, order, decree, clearance, approval,
the same instrument. h. Assignment: Service directive, guideline, code, standard, manual, policy,
Provider will not assign or transfer the whole or requirement, or other government restriction or any
any part of this Agreement or any benefit, interest, similar form of determination by, or any
obligation or liability in or under the Agreement interpretation or administration of any of the
without the prior written consent of the Bank. foregoing by, any Government Authority, whether
Bank will be entitled to assign the Agreement to in effect as of the Effective Date or thereafter, and
any of its Affiliates or successors in interest, in each case as amended from time to time
without prior consent of Service Provider. i. including Data Protection Legislation; Bespoke
Specific Performance: Service Provider agrees IPR means all IPR ordered or commissioned by
that damages may not be an adequate remedy for Bank, and developed by the Service Provider or its
Bank under the Agreement, and Bank will be sub-contractors specifically for Bank under this
entitled to an injunction, restraining order, right of Agreement; Business Day(s) means days on which
recovery, specific performance or such other banks are open for business in New Delhi; Change
equitable relief to restrain Service Provider from means any modification, addition, omission, or
committing any violation or to enforce the other variation to the Scope of Services, Schedule
performance of the covenants, warranties or 1, or Service Provider’s performance of its
obligations contained in the Agreement. j. Force obligations under this Agreement, in accordance
Majeure: No failure or omission by a Party with Clause 7; Confidential Information of Bank
(“Affected Party”) to carry out or to perform any means any and all information, data, audio, video,
of the obligations under the Agreement will give drawings, documents, software or other proprietary
the other Party a claim against the Affected Party, material, know-how, audit findings, transactions,
or be deemed a breach of the Agreement, if and to customer data relating to Bank, Relevant Records
the extent that such failure or omission arises as a including without limitation, technical,
result of a Force Majeure Event, provided that the technological, financial, marketing, and business
Affected Party immediately intimates, but not later information and plans, shared by Bank or
than 3 Business Days, to the other Party. The otherwise obtained while performing the Services,
Affected Party will make all reasonable efforts to whether in tangible or intangible form, whether or
mitigate the effect of the Force Majeure Event. not such information is designated as confidential
Where a Force Majeure Event materially prevents information; Data Protection Legislation means
Service Provider’s performance for a continuous the legislation and regulations relating to the
period of Thirty (30) Business Days, Bank may protection of Personal Data and processing,
terminate this Agreement or the relevant Purchase storage, usage, collection and/or application of
Order with Fifteen (15) Business Days’ written Personal Data or privacy of an individual including
notice. k. Governing Law and Jurisdiction: Any (without limitation) the Information Technology
dispute or claim arising out of or in relation to this Act, 2000 (as amended from time to time),
Agreement, including disputes as to its formation, including the Information Technology (Reasonable
will be governed by and construed in accordance Security Practices and Procedures and Sensitive
with Indian laws, without regard to its conflict of Personal Data or Information) Rules, 2011, RBI’s

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Circular on Storage of Payment System Data dated rights and any other rights of a proprietary nature,
06th April, 2018 (RBI/2017-18/153 DPSS.CO.OD existing anywhere in the world, whether registrable
No. 2785/06.08.005/2017-2018) and any other or not; Location(s) means any location or premises
applicable rules framed thereunder; Control means identified in Schedule 1 where the Service Provider
the power to direct or cause the direction of will deliver the Services and if not identified at
management and policies of an entity, either mutually agreed location; Personal Data means
directly or indirectly, whether through direct or any sensitive personal data or any other
indirect ownership, voting rights, contract or information, that can be used to identify an
otherwise. ‘Controlling’, ‘Common Control’, individual or does or could identify an individual
‘Controlled by’ and ‘under Common Control (including Representatives and customers of Bank)
with’ will be construed accordingly; Delivery when combined with any other information that
Schedule means the delivery timelines for the may be acquired by Service Provider, Service
Services outlined in Schedule 1, unless modified in Provider’s Representatives, while performing its
a Purchase Order; Force Majeure Event means, obligations under this Agreement; Purchase
occurrence of exceptional event which is beyond a Order means a system generated purchase order
Party’s control and which such Party could not issued by Bank to Service Provider under this
reasonably have avoided or overcome or have Agreement; Relevant Records mean those
provided against and includes acts of God such as records, data or information that Service Provider
earthquake, flood, pandemic, epidemic, or any is required to maintain in accordance with this
other natural disaster, but excluding weather as Agreement and Applicable Laws in relation to
such, regardless of verity; or riots, wars, invasion, Services; Representative means directors,
acts of terrorism or acts of foreign enemies, employees, agents, contractors, representative,
hostilities (whether war be declared or not), civil advisors or personnel of either Party; Services
war, rebellion, revolution, military invasion, means any services set out in Schedule 1 along
insurrection of military or usurped power and with any documentation that Service Provider will
strikes at national or industrial disputes at a provide to Bank under this Agreement or any other
national level, lockdown or industrial disputes by service otherwise agreed between Parties, from
labour not employed by such Party and which time to time; Specifications mean the agreed
affects a substantial or essential portion of the technical, functional and non-functional
obligations of that Party; Good Industry Practices specifications applicable to the Services as set out
mean those practices, methods and that standard of in Schedule 1; and Taxes mean all applicable
skill, care and diligence, which are generally and taxes, duties, cess or levies imposed by a
reasonably expected of and accepted Government Authority.
internationally from a skilled, experienced and B. Interpretation. In this Agreement, unless specified
professional vendor providing Services similar to otherwise: (a) “include” means “including without
the Services; Government Authority means any limitation”, (b) singular includes plural, and vice
ministry, department, board, or any governmental versa, (c) reference to one gender includes the
instrumentality directly or indirectly under control other, reference to a statute or a statutory provision
of any central, provincial or local government, and include its amendments, modifications, re-
includes any court, tribunal, or judicial or quasi- enactments and consolidations, and (d) the Parties
judicial body having jurisdiction including RBI or have negotiated this Agreement in good faith and
National Payment Corporation of India (NPCI) or have jointly drafted the Agreement, and
Insurance Regulatory and Development Authority accordingly, the rule of construction that an
of India (IRDAI); Insolvency Event means, in agreement should be interpreted against the party
relation to a Party, the occurrence of any of the responsible for drafting it will not apply to this
following events: inability or admission of its Agreement; (e) any term or condition or obligation
inability to pay its debts as they fall due; general under this Agreement which applies to Service
assignment, arrangement or composition with or Provider will apply to its Representatives mutatis
for the benefit of its creditors; commencement of mutandis.
insolvency proceedings which has not been C. Priority. If a conflict arises among the terms of the
dismissed within 90 Business Days; passing of a various documents in this Agreement, (a) to the
resolution for voluntary winding-up, official extent the conflicting provisions may be reasonably
management, liquidation or dissolution (other than interpreted in a manner consistent with each other,
pursuant to a consolidation, amalgamation or such consistent interpretation will apply, (b)
merger); appointment of an administrator, provisions in the main body of this Agreement will
liquidator, receiver or similar official over its assets override those in any Schedules, (c) the provisions
or any similar proceeding; IPR means any rights in in the Agreement and Schedules will prevail over
or in relation to any patent, copyright, design, provisions in any Purchase Orders, (d) this
utility model, trade mark (whether registered or not Agreement will override any standard
and includes rights in get up or trade dress), brand documentation provided by Service Provider. (e)
name, service mark, trade name, eligible layout Any standard term in Bank's Purchase Order, and
right, chip topography right, software database any standard terms in Service Provider's

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acknowledgement of that Purchase Order, will be

void.

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Schedule 1
Scope of Services and Payment Terms

Service Provider shall perform the following activities under the Services including maintaining the appropriateness
and performance standards of the Deliverable/Services and Bank shall have the ultimate control over the activities
being performed by the Service Provider for Bank. The activities includes:

Scope of work checklist:

I. Detailed description of the services –

● Merchant Onboarding and Sub-Merchant Integration:

○ Cooperative banks will be on boarded onto the Airtel Payments Bank platform as merchants.
○ Cooperative bank customers will be onboarded as sub-merchants
● Creation of UPI Handles for Cooperative Bank Customers:
○ Our platform will facilitate the creation of UPI handles for cooperative bank customers, allowing
them to conduct UPI transactions.
○ UPI handles will be personalised and linked directly to the customer's bank account, ensuring
secure and hassle-free transactions.
● Transaction Details Management:
○ Onestack will maintain comprehensive records of all UPI transactions conducted through the Airtel
payments bank UPI handles , providing detailed insights into transaction histories and patterns.
○ Transaction details include timestamps, amounts, transaction IDs, and other relevant information,
enabling efficient tracking and analysis.
● Settlement Details Management:
○ Onestack platform will maintain settlement details for all UPI transactions.
○ Settlement information encompasses transaction amounts, settlement dates, bank account details,
and reconciliation references.
● Facilitated Reconciliation Processes:
○ We streamline the reconciliation process by providing automated tools and reports that reconcile
transaction data with bank statements and other financial records.
○ Reconciliation discrepancies will be promptly identified and addressed, minimising errors and
optimising financial efficiency.

II. Service Level Agreements along with Key Performance Indicators –

Key Performance Indicators

● Seamless Cooperative bank onboarding.

● Cooperative bank’s customer onboarding.
● Real time Transaction Intimation to customers.
● Real time Settlement intimation to customers.
● Customer query resolution.

III. Deliverable and work flow/process flow including Delivery Schedule-

Workflow/Process Flow:

1. Preparation Phase:

a. Initiation:

○ Onestack initiates communication with the cooperative bank for onboarding them onto the Airtel
payments bank platform for UPI handle provision.

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2. b. Requirement Gathering:

○ Onestack gathers necessary documents from the cooperative bank to onboard them on Airtel
payments bank.
3. c. Agreement and Contract Signing:

○ Airtel Payments bank and Cooperative bank will sign the necessary documents/agreement for
provisioning UPI handles to cooperative bank’s customers.
4. Technical Integration Phase:

a. Integration Planning:

○ Airtel Payments Bank and Onestack collaborate to plan the technical integration process, including
API integration and testing procedures.
5. b. API Integration:

○ Airtel Payments Bank provides necessary APIs and technical documentation to Onestack for
integration with their systems.
6. c. Testing and Validation:

○ Onestack will conduct testing of the integrated system to ensure seamless functionality and
compatibility with Airtel Payments Bank's platform.
7. Merchant Onboarding and UPI Handle Provisioning:

b. Sub Merchant Registration :

○ Onestack will register cooperative banks' customers with Airtel Payments Bank as sub merchants ,
providing necessary documentation and sub merchant details.
8. c. UPI Handle Creation:

○ Airtel Payments Bank generates unique UPI handles for cooperative bank customers, linking them
to their respective bank accounts provided by Onestack.

Delivery Schedule:

● Ongoing process: Initiation and Requirement Gathering

● Week 1: Agreement and Contract Signing
● Week 1: Integration Planning and API Integration
● Week 2: Testing and Validation
● Week 2: Merchant Onboarding and UPI Handle Provisioning

IV. Penalties if Service Level Agreements are not met –

<TO BE FILLED IN>

V. Timelines – Frequency of Periodic Reports

Question : What reports are required by Airtel from Onestack ?

VI. Obligations of the Service Provider –

● Onboarding Cooperative banks on Airtel Payments bank platform
● Onboarding Cooperative bank’s customers on Airtel payment bank Platform for UPI collection
● Providing Transaction details to Cooperative banks through Web platform and CBS entries.
● Providing Transaction details to Cooperative bank’s customers through Mobile Application other
communication channels.
● Redressal of consumer cooperative banks and their customers queries

VII. Obligations of Bank – <TO BE FILLED IN>

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VIII. Whether technology integration is required, if yes, respective clauses will follow

Yes

IX. Service charge - <TO BE FILLED IN>

a. Payment terms: as per the Agreement
b. Tax obligations: As per the Agreement

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Schedule 2

Code of Conduct – Airtel Payments Bank

Bank may from time to time notify changes in the Code of Conduct, which shall be communicated to Service
Provider. Service Provider acknowledges that its continuation as a supplier/ service provider to Bank may depend,
based on Bank’s requirements, on its compliance with such changes. Service Provider agrees to apprise itself from
time to time of changes to the Code of Conduct that may be communicated by Bank, as and when updated.

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Schedule 3

Bank may from time to time notify changes in the BISP, which shall be communicated to Service Provider. Service
Provider acknowledges that its continuation as a supplier/ service provider to Bank may depend, based on Bank’s
requirements, on its compliance with such changes. Service Provider agrees to apprise itself from time to time of
changes to the BISP that may be communicated by Bank.

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