FREELANCER DELIVERY AGREEMENT

8 Feb 2022
This Freelancer Delivery Agreement (“​Agreement​”) is made on this the __________________________________ ("​Effective
Date​”).
BY AND BETWEEN
BycyShare Technologies Private Limited​, a company incorporated under the Companies Act, 2013, and having its registered
office at _____________________________________________________________,
3rd Floor, Sector 53, Gurgaon represented by its authorized signatory
(hereinafter referred to as “​Company​”, which expression shall, unless it be repugnant to the subject or context thereof, include its
successors and permitted assigns) of the ​ONE PART​;
AND
Mr./Ms._________________________________________________________________________________________________
Ajit Yadav
s/o____________________________________________________________________________________________________
Vijay Kumar
aged_______________years,
29 r/o ______________________________________________
Gurgaon and having permanent account number
(PAN) _________________________________
APUPY1696P (hereinafter referred as “Freelancer’; which term, unless repugnant to the context,
shall mean and include his/ her legal heirs, executors, representatives and permitted assigns), of the OTHER PART.

The Company and the Freelancer shall collectively be referred to as the “​Parties​” and individually as a “​Party​”.
WHEREAS
A. The Company, ​inter-alia,​ operates an online technology platform, viz. website ​www.zypp.app and mobile based applications
under the brand name of Zypp (“​Portal/App​”) for the purpose of connecting freelancer delivery agent with Merchants,
through which it (a) facilitates online commodities ordering by connecting users of the Portal with various restaurants/ cafes/
stores etc listed on the Portal pursuant to a contractual arrangement with the Company (“​Merchants​”), and (b) facilitates
delivery of orders placed by the users against the Merchants, by connecting the Merchants with third party delivery service
provider engaged by the Company on an independent freelancing basis through the Portal.

B. The Company and the Freelancer have had discussions on the manner in which the Portal operates and based on the said
discussions and the Freelancer, having understood the uses and advantages of the Portal, has expressed its willingness to
provide delivery services to the Merchants by way of connection through the Portal.

C. The Company, relying upon the representations, warranties and assurances of the Freelancer has agreed to make available
the Portal for provision of freelance delivery services by the Freelancer.

NOW THEREFORE THIS AGREEMENT WITNESSETH AS UNDER

1. Definitions and Interpretation
1.1. Definitions

1.1.1. “​Applicable Law(s)​” means any statute, law, regulation, ordinance, rule, judgment, rule of law, order,
decree, ruling, bye-law, approval of any Governmental Authority, directive, guideline, policy, clearance,
requirement or other governmental restriction or any similar form of decision of or determination by, or
any interpretation or administration having the force of law of any of the foregoing by any Governmental
Authority having jurisdiction over the matter in question, whether in effect as of the Effective Date or
come into effect thereafter;
1.1.2. “​Third Party​” means a Person who is not a party to this Agreement.
1.1.3. “Person” ​means any individual, sole proprietorship, unincorporated association, body corporate,
corporation, company, partnership, limited liability company, joint venture, Governmental Authority or
trust or any other entity or organization.

1.2. Interpretation

The interpretation and construction of this Agreement shall be subject to the following:

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 1.1.4. Terms defined elsewhere in this Agreement shall, unless inconsistent with the context or meaning
thereof, bear the same meaning as defined therein.
1.1.5. The headings to clauses/schedules are for ease of reference only and will not be deemed to form any part
of the context or to affect the interpretation of this Agreement.
1.1.6. Words importing the singular will include the plural and vice versa; words importing any gender will
include all other genders; and words importing persons will include bodies corporate and unincorporated
and vice versa.
1.1.7. References to clauses and schedules are references to clauses and schedules of, to, this Agreement
respectively, and the provisions and conditions contained in them, will have the same effect as if set out
in the body of this Agreement.
1.1.8. Any obligation not to do anything will be deemed to include an obligation not to suffer, permit or cause
that thing to be done.
1.1.9. Grammatical variations of defined terms shall have the corresponding meaning.
1.1.10. Words such as ‘includes’, ‘including’ and ‘such as’ are deemed to be followed by ‘without limitation’.
1.1.11. The terms ‘hereof’, ‘herein’, ‘hereby’, ‘hereto’ and derivative or similar words refer to this entire
Agreement or specified Clauses, as the case may be;
1.1.12. Any reference to ‘writing’ includes printing, typing, lithography and other means of reproducing words in
permanent legible and visible form.
1.1.13. Any reference in this Agreement, to consent or approval or similar connotation, unless expressly stated
otherwise, shall be in writing, and shall include electronic email communications.
1.1.14. A reference to a statute or a legislation is to that statute or legislation as amended, replaced or
re-enacted.

2. Freelancer Services

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2.1. The Company shall, based on the information provided by the Freelancer, register and enlist such Freelancer on its
Portal for the purposes of rendering delivery services (“​Freelancer Delivery Services​”).
2.2. After the completion of the registration process and upon a successful enlistment of the Freelancer on the Portal,
the Freelancer shall be responsible for collecting the products/goods from the pick up location as instructed by the
Merchant and shall deliver the same to the end customers as per the addresses provided by the Merchant. Any
product/goods which are not delivered by the remained undelivered shall be returned by the Freelancer to the drop
or pick up location as may be instructed by the Merchant.
2.3. The Freelancer acknowledges and agrees that all rights, obligations and liabilities of the Freelancer and Company
shall be governed in accordance with this Agreement and the Freelancer terms and conditions available at the
Portal and the offices of Company. The Freelancer hereby represents that he has read and understood this
Agreement fully and the terms contained therein are agreeable to him.
2.4. The Freelancer hereby ​acknowledges and agrees that it is working in the capacity of a freelance service provider
and not as an employee of the Company. It is hereby clarified that the Company will not be liable and that the
Freelancer shall not be entitled to claim any benefits arising under any of the labour legislations applicable to the
Busines Associate including, but not limited to Employees Provident Funds and Miscellaneous Provisions Act,
1952, Employee State Insurance Act, 1948, Employee’s Compensation Act, 1923, Payment of Gratuity Act, 1972 and
Payment of Bonus Act, 1965. The Company is merely connecting the Freelancer to the Merchant by way of the
Portal on non-employment basis.
2.5. The Freelancer will generate an invoice with 7 (seven) days of carrying out deliveries and after the Company
processes, the ​same (“​Service Free​”), the Company will make payments to such Freelancer within 30 (thirty) days of
invoice generation and the requisite amount will be transferred to the account of the Freelancer, as notified by the
Freelancer to the Company in writing. It is hereby clarified that Tax Deduction at Source (“​TDS​”) on such amount
will be deducted by the Company. The Company shall not be entitled to pay any wages or salary to the Freelancer.
2.6. The Parties hereby agree that the Company shall have the right to take the appropriate legal actions in event of any
non-compliance and loss/theft of image/goods/product by the Freelancer for the products it shall be delivering
under the Freelancer Delivery Services.
2.7. The Freelancer hereby agrees that it shall be responsible for and shall bear the costs of any damage to the
product/goods or loss of cash while providing Freelancer Delivery Services.

3. Indemnity

Freelancer shall indemnify, defend and hold harmless the Company, its partners, employees and agents from and
against all losses incurred or suffered by any such parties that arise from any breach or non-fulfilment of any of the
covenants, undertaking or obligation of the Freelancer under this Agreement.

4. Obligations of the Freelancer

4.1. The Freelancer shall make himself available to provide Freelance Delivery Services under this Agreement as and
when requested by the Merchant(s) via the Portal.
4.2. The Freelancer shall hold and possess a valid driving license at all the times during the subsistence of this
Agreement. The Freelancer shall further submit to the Company a copy of the driving license before commencing
Freelance Delivery Services under this Agreement.
4.3. The Freelancer shall, while providing the Freelance Delivery Services comply with the all the Applicable Laws,
including but not limited to the Motor Vehicles Act,1988.
4.4. The Freelancer shall undertake the Freelance Delivery Services by himself and shall not delegate the same to any
individual or a Third Party.

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4.5. All the expenses incurred in relation to providing Freelance Delivery Services shall be borne by the Freelancer,
unless otherwise agreed by the Company.
4.6. The Freelancer shall not be entitled to claim any reimbursement of hospitalisation / hospital bills that may be
incurred by the Freelancer while rendering Freelancer Delivery Services or incurred by his family members for any
unfortunate accidents or severe illness, during the term of this Agreement.
4.7. The Freelancer shall return any and all the property which is provided by the Company to the Freelancer after the
expiry of the Term of this Agreement or earlier termination of this Agreement as per Clause 9 of this Agreement.
4.8. The Freelancer shall submit the declaration provided for in Schedule I of this Agreement at the time of execution of
this Agreement.

5. Representations, Warranties and Covenants of the Freelancer and the Company

5.1. The Freelancer represents, warrants and covenants as under:
5.1.1. The Freelancer is capable of entering into this Agreement, pursuant to the Indian Contract Act, 1872. The
Freelancer further clarifies that as on the date of this Agreement the Freelancer has attained the age of 18
years.
5.1.2. The Freelancer has the power and authority to execute this Agreement and to carry out its obligations
under this Agreement.
5.1.3. The Freelancer holds and possess a valid driving license under the Applicable Law for the vehicle
allotted to the Freelancer for providing Freelancer Delivery Services.
5.1.4. Freelancer has the requisite expertise and skills to undertake the obligations under this Agreement.
5.1.5. The information provided by the Freelancer is true and correct and no such information has been
withheld which can affect the performance by the Freelancer of his obligations under this agreement.
5.1.6. The Freelancer has not been convicted by any court in India or any other country for any crimes
including but not limited to moral turpitude. The Freelancer further represents that the Freelancer is not a
party to any pending litigation, which shall affect his obligations under this Agreement. If any is found to
be false and misleading, the Freelancer shall be held liable for the same.
5.1.7. The execution and delivery of this Agreement and promises and undertaking contained herein will not
violate any law, rule, regulation or order applicable to the Freelancer or violate or contravene the
provisions of or constitute a default under any documents, contracts, agreements or any other
instruments to which the Freelancer is a party or which are applicable to the Freelancer.
5.1.8. This Agreement when executed, constitutes legal, valid and biding obligations of the Freelancer under
this Agreement enforceable in accordance with its terms.

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5.2. The Company represents, warrants and covenants as under:
5.2.1. It has the right, power and authority to execute and deliver, and to exercise its rights and perform its
obligations under this Agreement.
5.2.2. This Agreement when executed, constitutes legal, valid and biding obligations of the Company under this
Agreement enforceable in accordance with its terms.
5.2.3. The Company shall not exercise operational supervision on the activities of the Freelancer so long as the
Company’s reputation and goodwill is not damaged​.

6. Disclaimer
6.1. Except as provide in Clause 5.2 above, the Company disclaims all representations and warranties to the
Freelancer, of any kind, whether express or implied as to condition, suitability, quality, merchantability and fitness
for any purposes in respect of the Portal or the services provided through the Portal and/ or the Merchant.
6.2. To the extent permissible under Applicable Laws, Company disclaims and shall disclaim all liabilities, whether civil,
criminal, tortious, or otherwise, that may accrue as a consequence of the breach by the Freelancer:
6.2.1. of any of the Applicable Laws in respect of Freelancer Delivery ​Services provided in terms of this Agreement;
6.2.2. of the duty of care the Freelancer owes to the Merchant(s) while providing Freelancer Delivery Services
under this Agreement;
6.3. The Company does not warrant to the Freelancer that the Freelancer will be able to use the Portal at all times or on
all the locations or that the Portal and the Services will be uninterrupted or virus-free or error-free or free from any
malicious software and that the defects will be corrected by the Company.
6.4. The Freelancer is attached to the platform wherein it is non incumbent to the place, time, good/products.
6.5. It is hereby clarified that the Freelancer’s relationship with the Company is not exclusive and that the Freelancer
can, in the event the Freelancer is not available on the Portal, take up any other work as he may deem fit.
6.6. It is further clarified that the Company is merely a facilitator between the Freelancer and the Merchants and that the
Freelancer is not employed with the Company in any capacity whatsoever.

7. Confidentiality
7.1. Any confidential or proprietary information of either Party whether of a technical, business or other nature,
including, but not limited to customer information/ customer data, trade secrets, knowhow, technology and
information relating to customers, business plans, promotional and marketing activities, finances and other
business affairs, including but not limited to this Agreement disclosed to the receiving Party by the disclosing
Party, including Confidential information disclosed before the date of enlisting the Freelancer on the Portal, will be
treated by the receiving Party as confidential and proprietary. This Agreement shall be considered Company's
Confidential Information. Unless specifically authorized by the disclosing Party, the receiving Party will:
7.1.1. not use such Confidential Information except as authorized by the disclosing Party;
7.1.2. not disclose such Confidential Information to any Third Party; and
7.1.3. protect such Confidential Information from unauthorized use and disclosure to the same extent ​as its own
Confidential Information of a similar nature.

7.2. The provisions of Clause 7.1 shall not apply to:

7.2.1. when disclosure of the Confidential Information is required by a governmental authority or in the opinion
of its counsel, by other requirements of Applicable Laws or in order to comply with any official directive
or guideline, whether or not having the force of law;
7.2.2. such Confidential Information is in the public domain through no breach or default on the part of the
Parties to the Agreement and to the extent that it is in the public domain the confidentiality obligations in
this clause shall cease to apply to such Confidential Information; or
7.2.3. any of such Confidential Information was previously known or already in the lawful possession the other
Parties.

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7.3. The provisions of this Clause shall survive termination of the Agreement and shall continue in full force and effect
for a period of [3 (three) years].

8. Liability of the Freelancer

8.1. The Freelancer shall be responsible for any and all losses, liabilities, damages, injuries, claims, charges and costs,
whether tangible or intangible (“​Losses​”), to persons or property that in any way arise out or relate to the Freelance
Delivery Services provided by the Freelancer and the Company disclaims any liability for the same.
8.2. In the event of any act undertaken by the Freelancer leads to the defamation of the Company, the Freelancer shall
be liable to pay a fine to the extent of INR 10,000 (Indian Rupees Ten Thousand only) to the Company.
8.3. This Agreement shall be valid for a period of [36 (thirty six) months] from the Effective Date. The Agreement may be
renewed by mutual consent on such terms and conditions which may be agreed between the Parties.

9. Termination
9.1. This Agreement shall be terminated in any manner as provided in the termination clause of the agreement
including without limitation, in the following manner:
9.1.1. This Agreement shall be terminated forthwith in the event the Freelancer declines any modified/amended
Freelancer agreement; and
9.1.2. This Agreement shall be terminated forthwith in the event the Freelancer doing any misconduct or any
damage/defamation to the company’s brand/Image/product.
9.1.3. Breach of terms of this Agreement by the Freelancer;
9.1.4. Breach of representations and warranties provided in this Agreement by the Freelancer;
9.1.5. Drunk while on duty and drunken behaviour or any other morally offensive behaviour by the Freelancer;
9.1.6. Any action or omission by the Freelancer which can cause legal or contractual liability upon the
Company including but not limited to customer complaints, unsatisfactory feedback of the Merchant(s),
negligence and any such action which is not permitted under the Applicable Laws;
9.1.7. By either party by 30 (thirty) days’ notice.

9.2. No Agency

Except as otherwise provided in this Agreement, it is clearly understood and accepted by both Parties that the
Company and the Freelancer are independent contractors and that this Agreement and the contract between the
Parties evidenced by it are on “principal to principal” basis. Nothing herein contained shall be construed or
understood as constituting either Party hereto as the employer, agent or representative of the other under any
circumstances.

9.3. Amendment
9.3.1. This Agreement may be modified or amended by the Company, at any time and in its sole and absolute
discretion. Any amendment or modification in the Agreement shall be notified to the Freelancer through
the Portal, which the Freelancer shall be required to either accept or reject.
9.3.2. It is further clarified that in the event the Freelancer chooses to decline the modified/amended
Agreement, this Agreement shall stand terminated forthwith.

9.4. Binding effect: ​This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors
and assigns.

9.5. Waiver: ​The waiver or failure of the Company to exercise in any respect any right provided for in this Agreement
shall not be deemed a waiver of any further right under this Agreement.

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9.6. Notice
9.6.1. Any notice or other communication to be given or made under or in connection with this Agreement
(each, a “​Notice​”) shall be in English, in writing and signed by or on behalf of the person giving it.
9.6.2. Service of a notice must be effected by one of the following methods:
i. first transmitted by electronic email and then confirmed by postage, prepaid registered post with
acknowledgement due or by recognized courier service; or
ii. sent by postage, prepaid registered post with acknowledgement due or by recognized courier service at
company address.

9.6.3. All notices shall be deemed to have been validly given on (i) the business date immediately after the date
of transmission with confirmed answer back, if transmitted by electronic transmission, or (ii) the
business date of receipt, if transmitted by courier or registered airmail.
9.6.4. Either Party may change its address or representative for receipt of notices provided that it gives not less
than 30 (Thirty) days prior written notice in accordance with Clause 9.6. Until the end of such notice
period, service on either address shall remain effective.
9.7. Governing Law and dispute resolution
9.7.1. Any the disputes arising out or in connection with this Agreement including any question regarding it
existence, validity or termination (“​Dispute​”) shall be resolved amicably or by ​bilateral arrangements
between the Parties at all the times.
9.7.2. This Agreement and the rights and obligations of the Parties hereunder shall be construed in ​accordance
with and be governed by the laws of India. Subject to Clause 9.7.1 above, in the event the Dispute
between the Parties is not resolved within [30 (thirty) days] of such Dispute having arisen, the courts at
Haryana shall have exclusive jurisdiction over all the matters arising out of this Agreement.
9.8. Severability: ​In the event that any term, condition, or provision of this Agreement is held to be or becomes void or
otherwise unenforceable for any reason under any Applicable Law, statute, or regulation, the same shall be
deemed to be omitted from this Agreement and shall be of no force and effect and the validity and/or enforceability
of the remaining provisions of this Agreement shall not in any way be affected or impaired as a result of that
omission. Notwithstanding the above, in the event of any such omission, the Parties shall negotiate in good faith
and formulate a mutually acceptable and satisfactory alternative provision in place of the provision so omitted, to
the full extent possible.
9.9. Counterparts: ​This Agreement may be executed in two counterparts, each of which shall be original, but such
counterparts shall together constitute one and the same Agreement.
9.10. Assignment: ​The Company shall be entitled to transfer all its rights, obligations and liabilities in this Agreement.
Freelancer shall not be entitled to assign this Agreement in favor of any Person without obtaining prior written
consent of the Company.
9.11. Cost: ​Except as otherwise expressly specified in this Agreement, each Party shall bear its own costs in relation to
the negotiation, preparation and completion of the terms of this Agreement. The cost of stamp duty on this
Agreement will be borne by the Company.
9.12. Agreement signing: ​The digitally signed copy of this agreement is considered legally valid once signed by the
Parties. It shall be considered equivalent to the signed hard copy.

IN WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THIS AGREEMENT TO BE DULY EXECUTED AND
DELIVERED BY THEIR DULY AUTHORIZED REPRESENTATIVES AS OF THE DAY AND YEAR HEREINOVE
WRITTEN

Consider this as digitally Signed and delivered for and on behalf of:
M/S BYCYSHARE TECHNOLOGIES PRIVATE LIMITED

Date: 2022-02-08 11:25:29 Signature