MASTER SERVICES AGREEMENT

THIS MASTER SERVICE AGREEMENT (the “Agreement”) is entered into on _ day of____,
2016 (“Effective Date”) by and between

One97 Communications Limited, a company incorporated under the Companies Act, 1956 and
having its registered office at First Floor, Devika Tower, Nehru Place, New Delhi-110019 and its
corporate office at B -121, Sector 5, Noida, U.P. - 201301 (hereinafter referred to as the “ One97”,
which expression, unless repugnant to the context shall mean and include its successors and permitted
assigns) of the First Part; and

___________________________Damodar Solutions Private Limited a company incorporated under

the Companies Act, 1956 / a Partnership firm / a Proprietorship firm having its registered office at A
212, Office Number 102, Tirupati Plaza Complex, Gali Number 1, Shakarpur, Delhi 110092
_______________________________(hereinafter referred to as “Service Provider”, which expression,
unless repugnant to the context hereof, shall mean and include its successors and assigns)of the Other
Part.

One97 and Service Provider are collectively referred to as “Parties” and individually as “Party”.

WHEREAS:
1. One97 is engaged inter alia in the business of Issue and operation of Prepaid Payment
Instruments in India under authorization from RBI and providing mobile commerce services
to end users. One97 is the owner of the website www.paytm.com and the Paytm mobile
application.
2. As per RBI guidelines One97 needs to perform KYC procedure and obtain Indentify and
address proof of Paytm wallet holders for the purpose of upgrading the wallet from minimum
KYC to Full KYC wallet.
3. Service Provider is engaged in KYC__________________
4. Service Provider represents and warrants that Service Provider is capable of rendering services
KYC ____________(“Services”) to One97 and desires to provide the Services to One97 in
accordance with the terms of this Agreement
5. Service Provider represents and warrants that Service provider has measures in place for,
compliance with customer due diligence and record keeping requirements in line with the
requirements and obligations under PML Act 2002 and rules/regulations made there under as
amended from time to time
6. One97 relying upon the representations and warranties of the Service Provider is desirous to
procure the Services from the Service Provider for good and valuable consideration more
specifically described in the Schedules attached hereto and work orders that may be entered
into by the Parties from time to time.

NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED

HEREIN AND OTHER GOOD AND VALUABLE CONSIDERATION THE RECEIPT OF
WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES HAVE AGREED AS FOLLOWS:
1. SCOPE OF WORK
1. Service Provider agrees to provide Services to One97 as specified in Schedules attached hereto
and/or the Work Orders (in the format attached at Schedule “A”) that may be executed between
the Parties from time to time during the subsistence of this Agreement.
2. Service Provider shall comply with the instructions; quality parameters and specifications
provided by One97 from time to time and follow the time schedule, if any, provided by One97
relating to performance of the said Services.
3. Service Provider acknowledges and agrees that this Agreement does not constitute an exclusive
agreement between One97 and Service Provider, nor does One97 commit or guarantee any
 volume of availment of Services or rupee amount thereof and there is no obligation of One97 to
purchase Services from Service Providers and that One97 shall be at liberty to purchase such
services from any other third party service providers.

1. REQUISITION FOR SERVICES

Apart from the Services provided by Service Provider in terms of this Agreement, One97 may
initiate a request for the Services from time to time by executing one or more Work Orders as
per the Format attached at Schedule “A” hereto, specifying the Service desired and the
locations, if any, where such Services are to be rendered. Notwithstanding any terms and
conditions for the Work Order(s) mutually agreed to in writing by the parties, the terms and
conditions for this Agreement shall also apply to and govern all Work Orders accepted by
Service Provider in terms of this Agreement.

1. SERVICE FEES
1.1. In consideration of the Services to be provided by Service Provider, One97 shall pay to Service
Provider only such Service Fees and charges as described in respective Schedule(s) and/or
Work Order(s). The payment of fee and charges shall be subject to applicable taxes. One97shall
not be liable to pay any fees, charges, amounts or expenses that are not expressly provided in
this Agreement and/or any Schedules, Work Orders.
1.2. The Service Fees shall not be subject to change during the Term of this Agreement unless
expressly provided for in this Agreement.
1.1. At the end of each month in which Services are rendered or as provided in respective
Schedule(s) and/or Work order(s) or following the time period or the achievement of the
milestones set forth therein Service Provider shall submit a proper tax invoice & reports in
proper excel sheet with necessary supporting like : ESI & PF Challan & certificate, signed
attendance sheet to One97 for Services rendered during each month, period or with respect to
such milestone, as the case may be, a list of services performed and milestone(s) achieved and
shall be accompanied by appropriate receipts. If the Services Fees is to be payable on time and
material basis, the invoice shall also include a reasonably detailed accounting of hours charged
and signed time-sheets and if the Fees are fixed then signed acceptance of the Services. One97
shall make payment to Service Provider within thirty (30) days from the date of receipt of
invoice in proper form after deducting the applicable TDS as per relevant section. In case of
excess or wrong invoicing, service provider shall submit the credit note to One97 against the
particular month /Service invoice.
1.3. Unless expressly provided in the respective Schedule(s) and/or Work Order(s), the payment of
Service Fees shall be made on monthly basis and payment shall be due within thirty (30) days
of receipt of invoice from the Service Provider. There will be no late payment service charge of
any kind. One97 may upon notice to Service Provider, reserves the right to withhold payment
for Services that fail to meet the minimum performance standards set forth in respective
Schedules and/or Work Order(s) and/or question any items invoiced to One97. Such non-
payment shall not constitute a default or breach of this Agreement. In the event of any dispute
between One97and Service Provider with respect to invoiced Services, One97shall pay the
undisputed amount and One97and Service Provider shall promptly seek to resolve the disputed
matter.
1.4. Service Provider shall be solely responsible for making all statutory payments and taxes
relating to its employees and sub-contractors or otherwise applicable and shall provide the
documentary evidence to One97 as and when called for.
1.5. Service Provider shall be solely responsible for and pay all taxes, levies, duties, assessments
and deductions of every nature required by law in connection with the provision of Services
under this Agreement and hereby indemnifies, defends and holds harmless One97, its directors,
officers, employees, representatives and agents from any and all liabilities that may become due
on account of any alleged non-payment of any or all of such taxes, levies, duties, assessments
or deductions including among other things any penalties and interest thereon assessed by any
state or local government authority against One97 and all costs and expenses including
 attorney’s fees included in defense of any such assessment. Notwithstanding anything in the
foregoing to the contrary, in no event will One97 be responsible for any taxes based on Service
Provider’s net income or gross receipts or such taxes bases on Service Provider doing business
in any particular jurisdiction, however One97 shall be entitled to withhold from payments any
and all taxes and other amounts as may be required from time to time under applicable law.
1.6. In no event will One97’s total aggregate liability under this Agreement exceed the amount of
unpaid Service Fees and expenses due by One97 to the Service Provider even if One97 is
advised of the possibility of such damages.

2. SUB – CONTRACTING
1.2. Service Provider shall itself perform its services, obligations and duties under this agreement.
However, with One97prior written approval Service Provider may sub-contract any part of the
Services.
1.3. One97’s approval to such sub-contractor shall not create any relationship between One97and
sub-contractor nor shall it discharge Service Provider from its responsibilities for performance
of the services in its entirety. Service Provider shall be absolutely responsible and liable for all
acts and omissions of such sub contractor and shall always keep and hold One97harmless and
indemnified in this regard.
1.4. Service Provider understands and agrees that the some or all of the Services may be performed
for One97 and/or for any of its direct or indirect majority-owned subsidiaries (“Affiliates”). In
addition, such Affiliates shall have the right to order services on the terms and conditions set
forth in this Agreement.

2. TIMELY PERFORMANCE & MANNER OF PERFORMANCE

Service Provider agrees to achieve any milestones and perform the Services in a timely manner
in accordance with any schedule set forth in the Statement of Work and/or taking into account
the nature of the Services. Time is of the essence in respect of the obligations of the Service
Provider to meet the milestones by the dates set forth in the Statement of Work and to
otherwise meet any response times and other service levels specified by the One97. To the
extent set forth in the relevant Statement of Work and in addition to any other available
remedies, One97 shall receive any such service credits or liquidated damages as may decided
by it in the event of any delays in achieving the milestones set forth therein or failures to meet
the service levels and/or response times specified therein as may be mutually agreed upon
between the Parties.

3. WORK MANAGEMENT; EQUIPMENT.

1. Service Provider shall ensure that Personnel working on One97’s or One97 customers or
affiliates’ premises shall comply with all rules and regulations regarding the conduct of third
party staff on such premises.
2. Each party shall appoint a project manager to act as the single point of contact with respect to
each Statement of Work. Service Provider shall only change its project manager for cause and
shall be required to give One97 thirty (30) days prior written notice of such change and the
reasons.
3. To the extent that One97 or its affiliates provides materials and equipment (such as phones,
pagers, computer equipment, tools, ID tags, etc.) in connection with the Services (the
“Equipment”), Service Provider hereby acknowledges and agrees that such Equipment is for
the exclusive use of Service Provider personnel solely for purposes of providing the Services to
One97 in accordance with this Agreement and to be used by Service Provider and such
personnel only for usage during the subsistence of this Agreement. Service Provider shall have
no right to the same and shall be immediately returned to One97 upon termination or expiration
of this Agreement or at any time upon One97’s first demand for such return. In the event of loss
or damage to such Equipment, Service Provider shall be responsible to make good the loss to
One97 at its own costs.
7. REPRESENTATIONS AND WARRANTIES
Service Provider represents, warrants and covenants that:
2.1. It will render its services and perform its obligations and duties under this Agreement
accurately, in accordance with all instructions, procedures, guidelines, timeframe and the like
issued by One97from time to time, in a workman like manner and to the satisfaction of One97.
2.2. The Services including all components thereof, their specifications and any other materials
including updates and revisions of the foregoing, provided pursuant to this Agreement do not
and shall not infringe upon any patent, copyright, trademark, trade secret or other proprietary
right (including, but not limited to, misappropriation of trade secrets) of any third-party.
2.3. The Services provided hereunder shall be performed by the Service Provider in a professional
manner.
2.4. It has full power and authority to enter into this Agreement and perform the Services and it has
the necessary infrastructure including robust and periodically tested contingency and business
resumption plan, resources and system to duly perform the Services under this Agreement.
2.5. It will keep and hold One97indemnified and harmless against all costs, expenses, claims,
liabilities and proceedings which may be caused to or suffered by or made or taken against
One97directly or indirectly arising out of breach of this Agreement by Service Provider or of
any improper or negligent performance, act or omission by Service Provider or any of its
officers, employees or representatives.
2.6. It will maintain all registers, books and records as may be specified by One97in the format and
manner specified by One97from time to time.

4. CONFIDENTIAL INFORMATION
1.5. Service Provider agrees that all information including all documents, software, applications,
papers, statements, programs, plans and other information (hereinafter collectively referred to
as “Information”), provided to Service Provider from One97/Paytm wallet holders in
connection with this Agreement shall be and remain the sole property of One97and, shall be
strictly private and of confidential nature and shall be treated as confidential by Service
Provider.
1.6. Without limiting the generality of the foregoing, Service Provider hereby agrees and undertakes
that it will not and will covenant all employees, servants, agents and contractors not to do
anything which will cause One97or any of its affiliates to violate the terms of any other
agreement.
1.7. During the term of this Agreement or thereafter, Service Provider shall not in any way make
use of any such Information to the disadvantage of One97or divulge any such information to
anyone other than One97or persons designated by One97unless or until such information has
been publicly released by One97or becomes generally known to the public from other sources.
1.8. Service Provider shall treat information with at least same degree of care that it treats its own
confidential information but in no event with less than a reasonable degree of care; shall
prevent disclosure of information to unauthorized parties and shall maintain adequate security
measures to safeguard the information from unauthorized disclosure or use.
1.9. All information, documents and things submitted including without limitation, financial
statements shall belong to One97absolutely and Service Provider shall, while the same is in
possession, hold the same in trust for One97and shall be returned forthwith by Service Provider
to One97on the earlier of (i) completion of job/work, (ii) expiry or termination of this
Agreement and (iii) on demand from One97.
1.10. If Service Provider is directed by court order or other legal, quasi-legal or regulatory agency’s
request or similar process to disclose any information, Service Provider shall promptly notify
One97in writing to enable One97to apply for an appropriate protective order.
1.11. The provisions of this clause shall survive the termination and expiry of this Agreement.
1.12. The provisions of this clause shall be applicable to all confidential information shared by
Service Provider to One97in accordance to the mutual confidentiality agreement signed
between the parties.
5. RELATIONSHIP
1.13. This Agreement is on principal to principal basis and nothing herein contained shall be deemed
to create any employment, partnership, joint venture between One97and Service Provider or
their representatives and employees and nothing herein shall be deemed to confer on any party
any authority to incur any obligation or liability on behalf of the other party.
1.14. All employees, workers, consultants and the like engaged by Service Provider to render the
Services to One97shall be in the sole employment of Service Provider and Service Provider
shall be solely responsible for their acts and omissions, salaries, wages, statutory payments,
social benefits, social security, insurance, social benefits and the like. Under no circumstances
shall One97be liable for any payment or claim or compensation of any nature to such
employees, workers and consultants at any point of time during the currency of this Agreement
or even after its termination.
1.15. One97shall have no liability whatsoever for any injury to Service Provider’s representatives,
employees and subcontractors, if any, suffered while on the One97site or anywhere else or
while performing any task for One97and including without limitation of liability of any
damages suffered which results from the malfunction of any equipment.

1.16. Upon One97’s request any time and without limiting its obligations hereunder, Service
Provider shall provide documentation and certification evidencing its compliance with all
applicable laws regarding its employees and payment of such taxes and benefits.

3. INTELLECTUAL PROPERTY RIGHTS

3.1. Service Provider acknowledges that all information, data, reports, studies, object modules,
executables, source code, flow charts, diagrams and other tangible or intangible material
(collectively “Materials”) of any nature whatsoever in all the deliverables, produced/created by
for, or as a result of any of the Services, and all copies of the foregoing, created for One97by
way of rendering of Services by the Service Provider at any time including without limitation
the Materials created upto the date of execution of this Agreement and Materials created under
this Agreement shall be the sole and exclusive property of One97and such Materials shall be
deemed “works made for hire” of which One97shall be deemed the author. To the extent that
any Materials are deemed to be “works made for hire”, Service Provider hereby irrevocably
grants, assigns, transfer and sets over to One97all rights, titles and interests of any kind, nature
or description in and to the Materials, including copyrights and any other intellectual property
rights therein.
3.2. Service provider represents and warrants that any Materials created under this Agreement are
created by the Service Provider using his/her own skill and intellect and that any contractor,
sub-contractor, agent, prior/present employer or any representative of the Service Provider does
not own or shall have any claim at any time in the Materials produced/created by the Service
Provider under this Agreement.
3.3. Service provider represents and warrants that any Materials including all its components
created under this Agreement shall not infringe any rights including the intellectual property
rights of any third party.
3.4. Service provider shall have no rights and shall not at anytime in future claim any rights in the
said Materials.
3.5. Service Provider agrees to take such further actions, including the execution and delivery of
instruments of conveyance, as One97may reasonably request to effect such ownership of the
Materials, assist One97in perfecting and enforcing its rights in connection with the registration
of patent and/or copyrights or any other statutory protection in the Materials and other work
products. One97shall have the exclusive right to apply for or register the intellectual property
contained in the Materials.
3.6. One97shall retain all rights, titles and interests in and to One97 Intellectual Property.
One97Intellectual Property means all Intellectual Property rights in the information, data,
software, tools and other deliverables developed, owned, controlled by or for One97.
One97grants to Service Provider a non-exclusive, worldwide, royalty-free license to use the
 One97’s Intellectual Property solely for the performance of its obligations in terms of this
Agreement. One97warrants that the work specifications provided by One97or any
One97Intellectual Property does not infringe any third party intellectual property rights.
3.7. The provisions of this clause shall survive the termination and expiry of this Agreement.

6. PUBLICITY AND ANNOUNCEMENT

6.1. Service Provider agrees that it will not, without prior written consent of One97 in each instance
(i) use in advertising, publicity or otherwise the name of One97 or any affiliate of One97 or any
director, officer, employee or agent of One97 nor any trade name, trademark, trade device,
service mark, symbol or any abbreviation contraction, or simulation thereof owned by One97 or
its affiliates, (ii) represent directly or indirectly that any product or service provided by Service
Provider has been approved or endorsed by One97 or (iii) refer to the existence of this
agreement in press releases, advertising or materials distributed to prospective customers (iv)
refer to third parties or to generally public at large regarding provision of services to One97
with respect of matters covered under this agreement.
6.2. Service Provider further undertakes not to disclose or issue any press releases, publicity or
other announcements to the press, the public or any third party about the existence of this
Agreement or the terms hereof without the prior written consent of One97. Any unauthorized
publication may result in termination of this Agreement forthwith.

7. TERM AND TERMINATION

1. The term of this Agreement shall commence on the Effective Date and shall continue for twelve
months from the Effective Date until terminated in accordance with the terms of this
Agreement.
2. Either party may terminate this Agreement or a Statement of Work:
(i) If the other party commits a material breach of this Agreement or such Statement of
Work and fails to cure such breach within thirty (30) days of receiving written notice of
the breach and intention to terminate; or
(ii) Immediately upon written notice, if any of the following circumstances occurs: (a) if the
other party becomes insolvent or unable to pay its debts in the ordinary course of its
business; (b) if a voluntary petition under applicable bankruptcy or other insolvency law
is filed by the other party; (c) if a receiver is appointed for the business affairs of the
other party or the other party makes an assignment for the benefit of creditors; (d) if any
bankruptcy, reorganisation, debt arrangement or other proceeding under any bankruptcy
or other insolvency law is instituted against the other party which is not dismissed within
forty-five (45) days thereafter; or (e) if the other party liquidates or ceases doing business
as a going concern.
(iii) Immediately in case Service Provider is found to be in breach of Clause titled Non-
solicitation.
(iv) Immediately in case of any improper disclosure/unauthorised use of Confidential
Information of One97/Paytm Wallet Holder including but not limited to any KYC
data/documents or any other data/documents.
1. The Service Provider and One97 shall have the right at any time and for any reason to terminate
this Agreement or any Statement of Work upon 30 days’ written notice to the other party and
upon such termination; Service Provider will immediately cease all work in connection with
such Statement of Work. In the event of termination of a Statement of Work by any party under
this Section 12.3 (so long as such termination was not caused by Service Provider’s breach of
this Agreement), Service Provider shall have a right, following compliance with Section 12.4.
below, to any unpaid fees and approved expenses relating to the portion of the Statement of
Work actually performed through the date of termination, subject to the submission of an
invoice in accordance with this Agreement.
3. Upon the expiration, completion or early termination of a Statement of Work or this Agreement,
Service Provider shall immediately, as the case may be and as One97 reasonably requires, (i)
return all Company materials and documents (ii) deliver all complete or partially completed
Deliverables and works in progress under this Agreement or such Statement of Work (iii)
expediently and cooperatively disengage the Services and (iv) collaborate with Company or any
third party duly appointed by Company to ensure service continuity.
4. Except as expressly set forth herein, termination or expiration of this Agreement shall not serve to
terminate or cancel any of the respective rights and obligations of the parties which arose
hereunder during the term of this Agreement and which by these terms must remain valid and
enforceable to give effect to their meaning, including, without limitation, any intellectual
property, warranty, indemnification, confidentiality, liability and loyalty provisions hereof.

13. INSURANCE
Service Provider shall maintain, and upon request Service Provider shall furnish to One97
copies of all requisite insurance policies, required under applicable laws.

8. INDEMNITY
8.1. Service Provider hereby agrees to protect, defend indemnify and hold harmless One97its
employees, officers, directors, agents or representatives from and against any and all liabilities,
damages, fines, penalties and costs (including legal costs and disbursements) arising from or
relating to:
i. Any breach of any statute, regulation, direction, orders or standards from any
governmental body or regulator applicable to Service Provider,
ii. claims, demands, fines, penalties and other sanctions imposed by a court, tribunal or
other governmental authority for non-compliance with any Laws;
iii. Any breach of the terms and conditions in this Agreement by Service Provider;
iv. Any claim of any infringement of any intellectual property right or any other right of
any third party or of law;
v. On account of any improper disclosure/unauthorised use of Confidential Information of
One97 /Paytm Wallet Holder KYC data/documents or of an alleged breach of
confidentiality and security of data occurring as a result of acts of omissions or
commission of Service Provider 's personnel
vi. On account of any negligence, misfeasance or fraud;
vii. third party claims arising out of or in connection with the performance of the Services;
viii. any claim or action by or on behalf of any personnel based on his or her employment
with Service Provider, including claims arising under occupational health and safety,
worker’s compensation, provident fund or other Laws;
ix. any claims, penalties, fines, duties imposed upon the Company from Statutory
Authorities, Regulators otherwise due to negligence by the Service Provider in
performance of its duties and obligations.
1.2. Service Provider shall defend, indemnify and hold One97 harmless against any loss, liability,
deficiency, damage, cost, suit, damage or expense (including, without limitation any legal fees
and expenses), as and when incurred by One97, arising out of or in connection with any claim
by or on behalf of Service Provider or any Personnel or any other employee of Service Provider
with respect to the existence of an employment relationship between such persons and Service
Provider or any claim for payment of salary, contributions, taxes or social benefits to any such
persons or its breach of any of its representations, warranties, covenant or other obligations
under this Agreement. For the sake of clarity, the foregoing indemnity provisions shall also be
applicable to any loss, damages, cost, suits, expenses (including without limitation any legal
fees and expenses) or claims arising from (a) death or injury to Company’s and/or its
customers’ personnel; (b) damages to Company’s and/or its customers’ tangible and non-
tangible property; (c) negligent misconduct of Service Provider’s personnel; and (d) violation
of applicable laws.
1.17. The provisions of this clause shall survive the termination and expiry of this Agreement.
15. LIMITATION OF LIABILITY
1.18. In no event shall ONE97 be liable to the Service Provider for special, incidental, indirect or
consequential damages, damages from loss of use, data, profits or business opportunities
whether in contract or tort, even if ONE97 has been advised in advance of the possibility of
such loss, cost of damages, arising out of or in connection with this Agreement.
1.19. In no event shall One97or any of its directors, officers, employees, representatives or agents
shall be liable for any liability whatsoever for any losses or expenses or any nature suffered by
the Service Provider arising directly or indirectly from any act or omission of the Service
Provider or its employees, agents or representatives hereunder.
1.20. The provisions of this clause shall survive the termination and expiry of this Agreement.

4. ENTIRE AGREEMENT
This Agreement including the Schedule(s) and Work Order(s) attached hereto and the
appendices and other documents specifically attached or referred to herein, that may be
executed by the Parties shall constitute the entire agreement and understanding between the
Parties and supersedes any and all other prior and contemporaneous agreements, arrangements
and understandings (whether written or oral) between the Parties with respect to its subject
matter.

9. SEVERABILITY
If any part or any provision of this Agreement is or becomes illegal, invalid or unenforceable,
that part or provision shall be ineffective to the extent of such invalidity or unenforceability
only, without in any way affecting the validity or enforceability of the remaining parts of said
provision or the remaining provisions of this Agreement. The parties hereby agree to attempt to
substitute any invalid or unenforceable provision with a valid or enforceable provision, which
achieves to the greatest extent possible the economic, legal and commercial objectives of the
invalid or unenforceable provision.

10. SURVIVAL
Any terms and conditions that by their nature or otherwise reasonably should survive a
cancellation or termination of this Agreement shall also be deemed to survive. Such terms and
conditions include but are not limited to indemnification, Confidentiality, Relationship,
Liability, Development & Intellectual Property Rights, Warranties & Representation, Term &
Termination, Arbitration, and Governing Law.

11. NOTICES
Any notice to be given by a party under this agreement must be in writing in the English
Language and will be deemed to have been duly given (a) when delivered by hand (with written
confirmation of receipt), (b) when sent by facsimile (with written confirmation of receipt),
provided that a copy is mailed by registered mail, return receipt requested, or (c) when received
by the addressee, if sent by nationally recognized overnight delivery service (receipt requested),
in each case to the appropriate addressed set forth in the first paragraph of this agreement ( or to
such other addresses as a party may designate by notice to the other).
12. NON-SOLICITATION
12.1. During the term of this Agreement and for a period of six (6) months after termination of this
Agreement (for any reason), Service Provider agrees that it will not directly or indirectly either
for itself or for any other commercial enterprise, solicit, divert, hire or take away or attempt to
solicit, divert or take away, any of One97’s, employees, customers, business or prospective
customers in existence during the term of this Agreement and at the time of termination of such
engagement. Service Provider shall not compete against the One97 for any business
opportunities with respect to any of the clients of the One97.
12.2. In case Service Provider is found to be breach of the above mentioned clause Service Provider
shall be liable to pay a penalty equal to the fees received/receivable under this agreement, this
shall be without prejudice to other legal remedies as may be available to One97.

13. CONFLICTS OF INTEREST

Service Provider shall not have any employees/director/officer of One97 serving as its officers,
directors, employees, agents or consultants nor shall Service Provider have any direct or
indirect relationship with the employees/director/officer of One97 which has the potential to
put One97 in a disadvantageous position vis a vis the Service Provider. If such a relationship
exists that has not been disclosed to One97, Service Provider shall report such relationship to
One97 immediately. In case the Service Provider is a individual, sole proprietorship or
partnership concern, Service Provider warrants that neither Service Provider nor the sole
proprietor nor any of the partner(s) has as his/her relatives any employees/director/officer or
consultant of One97, in case such relationship exists the same shall be disclosed forthwith.

5. BRIBES, GIFTS, ENTERTAINMENT, FAVORS AND PAYMENTS

Service Provider shall not offer any One97 employee gifts, payments, services, or other favors
where these would, or might appear to improperly influence the employee in performing his or
her duties for One97. One97 employees should not encourage or solicit gifts, entertainment or
services from Service Provider. Gifts of cash or cash equivalents (e.g. gift cards) are prohibited.
Consistent with One97’s requirement that all business conducted with One97 adheres to
applicable laws and regulations, the use of bribes, secret compensation or kickbacks is strictly
prohibited.

6. VERIFICATION
1.1. One97 shall the right to verify and Service Provider agrees that Service Provider’s credentials
at any period of time in order to ascertain the genuineness of information provided by the
Service Provider
1.2. One97 shall have the right, without prejudice to its other rights or remedies to immediately
withhold payment even if the same is due and terminate this Agreement forthwith, if the
Service Provider is in breach of the above clauses.

1. AUDIT & INSPECTION

1.1. Except as required by law, the Service Provider shall be solely responsible for (a) compiling
and retaining records, books of account, documents, information of all the Services provided
under this Agreement including but not limited to Paytm Wallet Holders
information/documents and other data as required by applicable law (collectively referred to as
“Records”) and (b) reconciling all information in respect of the Services provided and that is
Associated with this agreement.
1.2. The Service Provider shall be solely responsible to maintain Records in respect of the Services
from the date of this agreement. One97 including RBI shall be entitled to check and audit
Records and books of account ,records and statements of the Service Provider relating to the
Services rendered pursuant to this Agreement, at their sole expense, to ensure compliance with
the Service Provider’s obligations under this Agreement at such intervals or times as One97
may deem fit.
1.1. The Service Provider shall also permit the authorised representatives of One97/RBI to carry out
physical inspections during normal business hours of the books of account , documents and
Records at the place(s) of business or other facilities of the Service Provider to verify if the
Service Provider is in compliance with its obligations hereunder upon not less than five (5)
Business days with prior written notice, and in a manner that does not unreasonably interfere
with the Service Provider’s operations.
1.2. If the Service Provider refuses such inspection or provides inaccurate, untrue, or incomplete
information, or fails to comply with the terms and conditions of this Agreement, One97
reserves the right to suspend or terminate this agreement forthwith

14. JURISDICTION AND GOVERNING LAWS

14.1. This Agreement and any disputes arising thereunder shall be governed in accordance with the
law of India without regard to principles of conflict of laws. The parties hereto consent to and
agree to submit to the exclusive jurisdiction of the courts of New Delhi, India.
14.2. All disputes, difference and or claims arising out of or relating to or in connection with this
Agreement or the breach, termination or validity hereof shall be referred to Sole Arbitrator, to
be appointed by the One97 in accordance with the Arbitration and Conciliation Act 1996.The
place of the arbitration shall be New Delhi, India. The award given by the Arbitrator shall be
final and binding on both the parties. The language of the arbitration proceedings and award
shall be English.

2. BUSINESS CONTINUTY
The service provider has, and will have in place throughout the Term, a Business Continuity
Plan to minimise operational disruption to the provision of the Services .Service Provider will
ensure continuity of services to the One97 in event of disaster within timelines as agreed
between both the parties.  Service Provider will have suitable restoration process, infrastructure
etc. to support the same.  Service Provider will also allow One97 to test the Business
Continuity plan as and when required.

1. MISCELLANEOUS
1.1. Neither Party shall be liable by reason of failure or delay in the performance of its obligations
under this Agreement if such failure or delay is caused by acts of God, strikes, lockouts, war or
any other cause beyond its control and without its fault or negligence (“Force Majeure”).
1.2. No amendments to the Agreement shall be valid unless executed in writing and signed by both
Parties.
1.3. Headings: The captions and headings used in this Agreement are inserted for convenience only
and will not affect the meaning or interpretation of this Agreement.
1.4. In the event any term of this Agreement is found to be void or otherwise unenforceable, the
remainder of this Agreement shall remain valid and enforceable.
1.5. Failure by One97or Service Provider to enforce any of the terms of this Agreement shall not be
construed as a waiver of any of One97’s or Service Provider’s right hereunder.
1.6. Service Provider shall not assign this Agreement or any of its rights or obligations hereunder
without the prior written consent of One97. 
1.7. This Agreement supersedes all earlier agreements, arrangements, letters correspondence,
understandings etc. with respect to the subject matter of this agreement. Any modification,
amendment or alteration in respect of this Agreement or any provision hereof shall not be valid
or effective unless the same is/are reduced in writing and signed by the Parties hereto.
1.8. The Agreement may be executed and delivered in counterparts, each of which shall be deemed
an original, or by facsimile or other electronic copies, such as delivery by email in the PDF
format.  The parties agree that such facsimile or electronic execution and delivery shall have the
same force and effect as delivery of an original document with original signatures.
1.9. All remedies of either Party under this Agreement whether provided herein or conferred by
statute, civil law, common law, custom or trade usages, are cumulative and not alternative and
may be enforced successively or concurrently.
1.10. Each Party shall bear its own costs in connection with its obligations under this Agreement,
including cost of connectivity, technical fees, additional software and hardware required for the
Services to be enabled. Further, all charges and expenses including stamp duty or otherwise of
and in relation to these presents shall be borne and paid by respective Parties. Each Party shall
bear and pay their own Advocates’ Fees.
1.11. Each Party acknowledges that the other Party is subject to regulation by the Regulators in the
territory in which they respectively operate. Each Party needs to be able to comply with the
requirements of its Regulators and all legal requirements of the country in which it operates.
Each Party agrees that it will give the other Party all assistance that it reasonably requires to
comply with these requirements. The Supplier further agrees that it will co-operate with any
Regulator in connection with the provision and any other aspect of the Services.
1.12. Each Party will act in good faith in the performance of its respective responsibilities under this
Agreement and will not unreasonably delay, condition or withhold the giving of any consent,
decision or approval that is either requested or reasonably required by the other Party in order
to perform its responsibilities.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement dated as of the date first set
forth above to be executed by their duly authorized representatives.

For One97 Communications Limited For

Within referred to as “One97” Within referred to as “Service Provider”

Name Name
Designation Designation

Witness Witness
Name Name
Address Address
 Schedule A
Work Order between One97 and Service Provider pursuant to the Master Service Agreement dated
________________

Name of the Project Paytm Wallet Holder Know Your Customer(KYC) validation for Kiosk

Duration of Project: Effective from

Validity Period: ___________ unless terminated earlier in accordance with

the Agreement. The term of the Work Order shall be extended with mutual
consent provided that the term of the Work Order shall not exceed the
Term of the Master Service Agreement and any amendments thereto.

Scope of Work As per schedule B. Service Provider further agrees, undertakes and
[define detailed scope acknowledges to strictly adhere to the processes/guidelines menitioned
of work, delivery under the respective types of KYC plans in Schedule B. Failure of Service
milestone with Provider to adhere to or comply with the said guidelines will amount to
estimated dates, out material breach of this agreement and One97 shall have the right to
of scope] immediately terminate this Agreement including without limitation to
resort to such remedial or legal recourse that may be available to it against
the Service Provider.
Service Provider’s
Responsibility As per schedule B
One97’s One97 will provide confirmed KYC lead data (Paytm Wallet Holder phone
obligations/scope of number, name and complete address) to Service provider.
work
Approval Process, Approval will be provided by One97 KYC operations team for all accepted
Acceptance Criteria KYC cases. Same is based on the KYC lead management database which
[This section should maintains the audit trail for all leads.
clearly define the
user acceptance test,
sign-off criteria]

Rate of As per schedule C

Compensation/
Service Fees:

Additional Terms 1.Each KYC complete documents set will be shared with Paytm appointed Collection agency by
Service Provider
[Documents will be shared
for justify the services
taken]

All other terms and conditions of the Service Agreement except for those listed hereunder remain
unchanged and the provisions the Agreement shall apply to this Work Order also.
In the event of any inconsistency or conflict in the Work Order and Agreement, the provisions of this
Work Order shall prevail in relation to the clauses/provisions covered herein.

IN WITNESS THEREOF, the parties hereto have caused this Work Order to be duly executed as of the
day and year first written above.
For One97 Communications Limited For __________________
Within referred to as “One97” Within referred to as “Service Provider”
______________________ _______________
Name Name
Designation Designation

Witness ____________ Witness__________

Name Name
Address Address
 Schedule B
Detailed SOP/Scope of Work for Service Provider pursuant to the Master Service Agreement dated
________________

Service Provider further agrees, undertakes and acknowledges to strictly adhere to the
processes/guidelines menitioned under the respective types of KYC plans hereinunder. Failure of
Service Provider to adhere to or comply with the said guidelines will amount to material breach of this
agreement and One97 shall have the right to immediately terminate this Agreement including without
limitation to resort to such remedial or legal recourse that may be available to it against the Service
Provider.

Kiosk –SOP (Paper based)- TYPE(I)

S. No. Task
1. Service provider to explain the benefit of Paytm KYC to
Paytm Wallet holders.
2. Service Provider’s Personnel to ensure KYC form (as
confirmed by One97) is duly filled and signed by Paytm
Wallet Holder
3. Service Provider’s Personnel to collect of identity proof
and address proof (as per RBI approved list).

4. Service Provider’s Personnel to validate the document

copies with the originals
5. Service Provider’s Personnel to sign "Original seen and
verified" section in the form. Fill the customer receipt
and handover to Paytm Wallet Holder.
6. Service Provider’s Personnel will hand-over all the KYC
documents to Paytm’s appointed collection agency at
the end of the day.
7. Service provider to maintain the details of all leads
processed by him/it , in the format prescribed by One97,

Kiosk –SOP (App based- Paper model)- (TYPE-II)

S. No. Task
1. Service provider to explain the benefit of Paytm KYC to
walk-in Paytm Wallet Holders.
2. Service provider to validate the original documents.

3. Service Provider’s Personnel to use GG app, do the data

entry, upload POA/POI and collects signed T&C (as
confirmed by one97).

4. Paytm KYC Operations team to validate the images & DE

 and basis accept or reject.

5. Service provider’s Personnel to courier the signed T&C

and form if applicable to address as confirmed by
One97. Or the documents collection agency (if informed
by One97 team) will pick up signed T&C form at the end
of day.
6. Service provider to maintain the details of all leads
processed by him/it , in the format prescribed by One97,

Kiosk On-boarding & Management –SOP (Biometric- Adhaar)- TYPE (III)

S. No. Task

1. Service provider enters Paytm Wallet Holder’s mobile

no. on the app.

2. Service provider ask for OTP delivered on Paytm Wallet

Holder’s registered mobile no. and enters in the app.

3. Service provider enters Adhaar no. and get the

fingerprint scan.

4. Paytm Wallet Holder to confirm the details.

5. Service provider to take consent to T&C as confirmed by
One97.

6. Service provider to verify details and submit the

request. Wallet gets upgraded.
7. Service provider to maintain the details of all leads
processed by him/it , in the format prescribed by One97,

Guidelines – Paper KYC

• KYC form should be filled in Capital Letters in English only.

• Only one mobile number can be attached to any customer ID.
• Mandatory Fields to be filled carefully :
Customers Paytm Registered Mobile Number.
Customers Name (as mentioned in POA & POI)
Gender
Customers Date of Birth in ddmmyyyy format
Correspondence Address (may be different from Permenent Address)
Declaration by customer to be selected
Customers Signatures
• Customers Passport size photograph to be affixed on the KYC form.
• e-mail ID of customer (if available) to be clearly mentioned on KYC form
• Customers original documents to be matched with Photocopies being accepted
• Type of POA & POI collected from customer to be to be ticked on KYC form appropriately
 • “For Paytm KYC use only” should be mentioned on the POA & POI collected
• Acknowledgement receipt, duly signed, to be given back to the customer
• Duly signed KYC Form, POI and POA to be brought and submitted to service provider
• Name of Agent to be mentioned on KYC form
• Agent ID has to be mentioned on form as allotted to them by One97
• Declaration of “Original Seen & Verified” to be ticked on the KYC form
• Service provider executive signatures should be available on form
• Wallet upgradation not to be done for customers < 18 years of age.
• Photocopies or Photograph of POA & POI collected should be clear & contents readable.
• Data Entry should contain correct numbers of POA/POI as per the documents
collected.

Guidelines for Branding:

• Kiosk service provider to use designs as confirmed by One97 for branding. Designs to be
printed by service provider.

Guidelines for Location:

• Kiosk service provider to work on only those locations which is preapproved by One97.

Dos & Don’ts for Kiosk Executive:

Dos Don’ts

Need to inform the customer the benefit of Should not compel customer to get wallet
wallet upgradation upgradation done

Should not share with customer, any incorrect

information / scheme / promotion etc for
wallet upgradation
Should not offer any incentive (cash / kind) to
customer for getting wallet upgraded
 Schedule C

Service fees pursuant to the Master Service Agreement dated _

As per Agency .for every successful wallet Upgrade.
Service fees mentioned herein are inclusive of service tax.
All payments made to the Service Provider by One97 shall be subject to withholding of taxes @10% as
per provisions of section 194J. Wherein PAN details of agency are not available, 20% taxes shall be
withheld.
Serviceable Area - As per mutually agreed between ONE97 & Service Agency.
 Schedule D: Penalty Matrix

To ensure that the Service Provider does not adopt any appropriate practices, penalties will be levied as
per below grid.

Penalties for process lapse/ wrong procedures

Activity Penalty per case

Paytm Wallet Holder escalation pertaining to :

a. Rude behaviour by Field Executive
Rs. 500
b. Appointment not fulfilled by Field Executive
c. Incorrect information regarding any cashback / gift etc
(A) d. Incorrect closure of any case
Final data updation – 100% accuracy in Paytm Wallet Holders data capturing and uploading
Rs. 50
(B) of correct and clear scanned images

(C) Wallet upgrade request submitted using Forged documents Rs. 1,000

Rs.500 or 10 times of
the amount taken from
the customer whichever
(D) Asking money from Paytm Wallet Holder for upgrading wallet is higher

Rs.10,000 Plus
Breach of security, leakage of confidential customer related information or misuse of immediate termination
(E) Paytm Wallet Holder KYC data/documents in any manner of this agreement