Ref No: GSUI/2020-2021/102 Dated : ...................

SERVICE
AGREEMENT

THIS SERVICE AGREEMENT is ​made at ............ this ​.......... ​day of ........, 2020
(“​Effective Date​”).

BETWEEN

M/S. Nadan Gated Organization a Sole proprietorship organisation ​having its address at
PLOT NO2,G3,MADHAVGARDEN,1ST STREET SRI
AYYAPPANAGAR,KOLATHUR,CHENNAI,TAMIL NADU, PIN 600099​, through its Settlor,
Mr. Duraisamy Angamuthu, ​hereinafter referred to as “​Client​” (which expression shall
unless contrary or repugnant to the context or meaning thereof be deemed to mean and
include the heirs, executors and assigns of the said sole proprietor) on the One Part;

AND

GSUnite India Ltd​, a company incorporated in India and having its Registered Office at ​H-106,
2​nd ​Floor, Sector-63, Noida-201301 ​hereinafter referred to as "​GSUI LTD​" (which expression
shall unless contrary or repugnant to the context or meaning thereof be deemed to mean and
include its successors-in-title and assigns of the Other Part;
WHEREAS

Service Provider and GSUI LTD shall hereinafter be referred to as the “​Parties​” and individually as a “​Party​” to
this Agreement, as the context requires.

1. Client warrants and represents to GSUI LTD that Client has the requisite skill, knowledge, experience,
expertise, infrastructure and capability to provide the Services in terms of this Agreement. All the
representations and warranties of Client under this Agreement are legal, valid and binding obligation
enforceable in accordance with its terms. There are no proceedings pending, which may have an adverse
 effect on the ability of the Service Provider to perform and/or meet its obligations under this Agreement.
Further, Client represents to GSUI LTD that they have the capability and infrastructure to provide the Services
as represented in this Agreement.

2. Relying on the representations of Client GSUI has agreed to enter into this Agreement. Accordingly, this
Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of
Eight (8) years from the Effective Date (the “​Term​”) , unless terminated as per the provisions of this
Agreement. ​Parties hereto agree that the agreement shall have a lock in period of Five (5) years from the effective date,
and as such the Client shall not be entitled to terminate this Agreement during the Lock in period. The Term may be
renewed on expiry at the sole discretion of GSUI Ltd., for a further period of one (01) year.

NOW THEREFORE IN CONSIDERATION OF THE REPRESENTATIONS, WARRANTIES, COVENANTS,

AGREEMENTS AND INDEMNITIES HEREIN CONTAINED AND OFFERED BY CLIENT, INCLUDING THE
RECITALS WHICH FORM AN INTEGRAL AND BINDING PART OF THIS AGREEMENT, THE PARTIES
AGREE AS FOLLOWS:

1 D​EFINITIONS

For purposes of the Agreement, the following terms shall have the meaning ascribed
to them below:

1.1 “​ATM​” shall mean Automated Teller Machine

1.2 ​“Commercial Premises​” means such premises wherein Service Provider shall enter into an agreement for
installation of the Equipment.

1.3 “​Compensation​” means the commissions and/ or fees payable to Client by GSUI LTD according to the
Schedule II
hereto;

1.4 “​Effective Date​”, means the date of execution of this

Agreement.

1.5 “​Equipment​” shall mean Cash Recycler Machine (‘CRM’). CRM deployed by GSUI LTD shall not have any
deposit
functionality until technical signoff.

1.6 “​Related Assets​” shall mean Site Interiors including Signage, UPS with Batteries,
Vsat.
1.7 “​Services​” shall mean the various services which are listed in Schedule I which will be provided by Client to
GSUI
LTD .

1.8 “​Lock in period​” shall mean the period within which Client is obliged to deploy the Equipment either on same
site
or any other site, in case of closure and with prior written permission of GSUI LTD or as the case
may be.

2 O​BLIGATIONS OF ​S​ERVICE THE

CLIENT

2.1 Client shall during the term of this Agreement provide such services which are more particularly mentioned in
Schedule I​.

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2.2 Client shall provide a Non refundable deposit for Rs. 2,16,000/- (Two Lakh Sixteen Thousand) Plus GST
Extras for
ATM only per Equipment.
2.3 The agreement will be valid for maximum no of (1) Equipment’s.

2.4 First Booking Payment 50% Advance of Deposit of the amount mentioned in Para 2.2 above . Remaining
Before the time of Dispatch from
Warehouse.

2.5. In addition, the​ Client has to make a refundable Security Deposit for CMS (Cash Management Services) of
Rs. 2,00,000/- (Rupees Two Lakh only) for both cases per Equipment. Rs 1,00,000/- at the time of Installation and
remaining 1,00,000/- after 30 days of Installation date.

2.6 This refundable security deposit shall be refunded only after Sign out (Completion of
Agreement).

2.7 Client shall arrange for the carrying out of daily deposit transaction of ATM fit cash on the Equipment by the
concerned agencies. In case there is any physical damage to the Equipment and/ or cash pilferage in the
Equipment then the same shall be borne by Client. In case GSUI LTD receives any such complaint, then Client
shall be liable to indemnify GSUI LTD and / or its directors, officers, employees for any claim, loss, damage,
liability that may arise due to such complaint. Wherever, Service Provider chooses for CRA ( cash Recycler
Activity) services as per commercials mentioned in Table B of Schedule II, Service Provider is absolved from all
Cash liability.

2.8 ​The Client shall, within a period of 24 (twenty four) hours of receipt of the transaction and currency dispense report from
GSUI LTD., confirm the same and intimate the discrepancies, if any, failing which it shall be deemed that there is no dispute in
the report shared by GSUI LTD.

2.9 GSUI LTD shall be entitled to amend this Agreement as deemed necessary in the interests of its business,
and Client
shall accept and provide its written consent to such
amendments.

2.10 Client shall during the term of this Agreement be constructed or deemed to be a franchise of GSUI
LTD .

2.11. Client shall be liable to observe the rules, regulations of licenses and guidelines which are laid down by the
Reserve Bank of India and/or any other regulator and/or any other government authority in relation to the Services,
for maintenance of the Commercial Premises and for such other requirements in relation to its activities based in
the Commercial Premises as communicated by GSUI from time to time. Client shall also ensure that the owner of
the Commercial Premises also observes such rules and regulations. In case of any breach of this clause by the
owner of the Commercial Premises, Client shall be liable to indemnify GSUI LTD for all losses and damages
caused by such breach by the owner of the Commercial Premises.

3 R​IGHTS​, D​UTIES AND ​O​BLIGATION OF ​GSUI

LTD

3.1 Approving the Commercial Premises as identified by Client shall be the sole prerogative of GSUI
LTD .

3.2 Once the Commercial Premises is approved by GSUI LTD , Client shall enter into an agreement with the
owner of the Commercial Premises. GSUI LTD shall then deploy the Equipment and Related Assets at the
Commercial Premises.

3.3 GSUI LTD shall have a right to require Client to terminate the agreement entered into for the commercial
premises, in case of breach of agreement terms / violation of any law.

3.3 GSUI LTD shall share with Client a report which indicates the number of transactions done on the
Equipment.

4 R​EPRESENTATIONS ​A​ND
W​ARRANTIES

Client hereby represents and warrants

that:

4.1 During the pendency of this Agreement it has and will maintain the authority to carry on the
businesses;

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4.2 It has and will maintain necessary infrastructure required for carrying on the
Services;
4.3 The Client may enter into Service Level Agreements with other parties of such
calibre including deployment and operability of ATM equipments which will enable it to
render flawless services envisaged in this agreement.

4.4 The Services will be delivered in strict adherence with applicable laws including but not limited to the laws
prohibiting money laundering;

4.5 Client will adhere to the process which is mentioned in Schedule III
herein.

4.6 It shall perform respective obligations and deliver the Services with skill and
care;

4.7 It shall enter and maintain the lease deed/leave and licence agreement with the owners of the Commercial
Premises. Client shall strictly observe all the terms of the proposed lease deed/ leave and license agreement. In
case the lease deed/leave and licence agreement is required to be terminated either by Client or by the owner of
the Commercial Premises, Client shall ensure that, it shall take written approval of GSUI LTD at least thirty (30)
days prior to such termination.

4.8 It shall regularly pay the electricity bill and other outgoings for the Commercial Premises as and when raised
by the
applicable department and shall provide proof of payment to GSUI LTD as and when
required.

4.9 It shall be responsible to maintain the upkeep of the Commercial Premises to the extent satisfactory to GSUI
LTD .

4.10 All information given by it for the purpose of this Agreement and facilitating the Services and obligations are
true, and complete to the best of its intention and is not misleading in any way whether by reason of omission of a
material fact or otherwise;

4.11 At no point of time shall Client and/ or the owner of the Commercial Premises claim any ownership or similar
right over the Equipment and/ or on the Related Assets. Client agrees that all rights over the Equipment and the
Related Assets shall belong solely to GSUI LTD . Client agrees that Client shall be only a custodian for all the
Related Assets and also agrees that Client shall return all Related Assets upon demand made by GSUI LTD .

4.12 Client shall ensure that GSUI LTD has free ingress and egress from the Commercial Premises on 24 x 7
basis for replenishing and maintaining the Equipment and the Related Assets. Client shall also ensure that the
owner of the Commercial Premises does not restrain representatives of GSUI LTD from entering into the
Commercial Premises.

5 C​OMPENSATION

5.1 Client shall be paid Compensation as set forth in Schedule II as per the terms set forth
therein.

5.2 Such Compensation may be changed by GSUI LTD at its sole discretion and the same shall be accepted by
Client
without any demur.

5.3 All payments shall include current and future transaction rates, taxes and duties including goods and service
tax. Service Provider shall be solely liable for the payment of all central, state and local levies, taxes, duties, fines
and penalties, by whatever name called, as may become due and payable in relation to the Services, and are
subject to any tax required to be deducted at source in accordance with the applicable laws.

5.4 All such payments to Service Provider shall be subject to deduction of tax at source, wherever applicable.

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5.5 GSUI LTD shall provide a MIS to Client at the start of the month (within 7th of every month) for the
transactions done in the previous month on Equipment located in the Commercial Premises, based on which
Client shall raise an invoice on GSUI LTD . The invoice shall be raised by Client subsequent to receipt of such MIS
report and not earlier.

5.6 Under no circumstances shall Service Provider raise an invoice on GSUI LTD after Thirty (30) days of GSUI
LTD sharing its MIS. GSUI LTD shall have no duty to pay or liability for invoices submitted to GSUI LTD following
the expiration of these Thirty (30) days.

5.7 In case the Equipment is down for reasons attributable to Client or for reasons due to Force Majeure, no claim
for compensation of loss of business will be demanded by Client. However if the Equipment remains down
continuously for > 5 days a month for reasons solely attributable to GSUI LTD , a service gesture as agreed upon
by both the parties shall be applied with.

6 I​NDEMNITY

6.1 Client agrees to indemnify and keep indemnified GSUI LTD , its affiliates and their Directors, officers, agents,
employees, successors and assigns and authorized representatives of GSUI LTD or its affiliates against any
costs, actions, losses, claims for damages made or to any third party owing to actions or omissions attributable to
Client including any losses/actions arising out of (i) Service Provider’s non – performance or violation of any of the
terms and conditions of the Agreement, (ii) violation of any applicable law, (iii) any loss occasioned to GSUI LTD
due to any discrepancy in information furnished by Client, (iv) any loss or damages caused to GSUI LTD due to
the act, action or negligence of the owner of the Commercial Premises,

6.2 Notwithstanding what is mentioned in this Agreement and under no circumstances, for any reason whatsoever,
GSUI LTD shall not be liable for any incidental, ancillary, indirect, special or consequential damages, including, but
not limited to lost profits or injury or death, whether in tort or contract or based on any theory of liability.

7 I​NTELLECTUAL ​P​ROPERTY

7.1 Neither this Agreement nor the permitted use by Service Provider of any data, marks, brand names, logos,
promotional advertising or other written material relating to the Service shall in any way give or be deemed to give
to Client any right, interest or ownership in any of the above.

8 T​ERMINATION

8.1 GSUI LTD may terminate this Agreement at any time by giving Client written notice of Thirty (30) calendar
days
without assigning any reasons.

8.2 Notwithstanding any provision to the contrary, GSUI LTD may immediately terminate this Agreement by written
notice to Client upon the happening of one or more the following: (a) Any breach or violation of any of the terms
and conditions of this Agreement or any violation of any law, rules or regulations or any guidelines by Service
Provider, if within 7 (seven) days of written notice from GSUI LTD such breach or violation is not cured by Client;
(b) Bankruptcy/ dissolution of Client; (c) GSUI LTD ceases to continue the business.

8.3 Upon termination the Parties shall: (a) forthwith allow GSUI LTD to enter into the Commercial Premises and
remove the Equipment and Related Assets from the Commercial Premises; (b) reconcile the cash which is lying in
the Equipment, if any, and return the same to Client at the time of removal of the Equipment; (c) Service Provider
shall immediately return to GSUI LTD all information and materials including the material provided by GSUI LTD to
Service Provider, all inventories, signage, manual, details, data and information and any other Confidential
Information given to Client by GSUI LTD ; (d) Upon termination of this Agreement, howsoever caused, no
compensation shall become due to Client and Service Provider expressly agrees that Service Provider will not be
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entitled to any compensation and/or indemnification, whatsoever, from GSUI LTD

9 C​ONFIDENTIALITY

9.1 Service Provider agrees that any and all information concerning the business or affairs of GSUI LTDor its
affiliates, of the specifications, standards, procedures and other contents of the manual, the commission or fees
structure, this Agreement together with its Annexures, Schedules, and any subscriber related information,
including names, addresses and phone numbers (collectively referred to for the purposes of this Agreement as
“Confidential Information”), is the property of GSUI LTD and shall always be treated as strictly confidential.

9.2 Client shall ensure that any party acting under it shall be bound to strict confidentiality obligations w.r.t any
data, instructions of any nature pursuant to this Agreement or by virtue of providing the Services. Any sharing of
data, instructions, confidential information shall be made only with written consent of GSUI LTD .

10 I​NSURANCE

10.1 GSUI LTD shall obtain and maintain insurance for the Equipment, cash inside the Equipment and for the
Commercial Premises for such an amount as may deem fit by GSUI LTD . In case of any damage to the
Equipment, Client shall within a period of three (3) days from the date of demand from GSUI LTD pay for the
damages to the Equipment to GSUI LTD . GSUI LTD shall not be compelled to wait for the amount to be received
from the insurance company. However, the final net amount will be settled by GSUI, upon recovery of any claim
amount from the Insurance Company on the Insurance Cover taken by GSUI and any excess amount will be
refunded to the service provider.

11 G​OVERNING ​L​AW AND ​J​URISDICTION

11.1 The validity, construction and performance of this Agreement shall be governed by the laws of India, and
subject to
the exclusive jurisdiction of the Courts at
Delhi​.

12 A​RBITRATION

12.1 All questions, disputes or differences arising under and out of, or in connection with the contract whether
during or after the after the expiry/ termination of this Agreement shall be referred to arbitration by a sole arbitrator
to be appointed by GSUI LTD . The award of the arbitrator, shall be final and binding on the parties. The
Arbitration and Reconciliation Act 1996 or any statutory modification thereof shall apply to the arbitration
proceedings and the venue of the arbitration shall be Mumbai. The arbitration proceedings shall be conducted in
English language. The cost of Arbitration proceedings shall be borne equally by the parties.
13 A​SSIGNMENT

13.1 Client shall not be entitled to assign this agreement to any third party including but not limited to its
affiliates
without the prior written consent of GSUI LTD., however as mentioned in the para ​supra, ​the Client
may enter into Service Level Agreements with other parties of such calibre including deployment and
operability of ATM equipments which will enable it to render flawless services envisaged in this
agreement

14. M​ISCELLANEOUS

14.1 This Agreement, together with all Annexures, Schedules, amendments incorporated from time to time,
constitutes the entire Agreement between the Parties relating to the subject matter hereof. Neither Party shall be
held responsible for any delay or failure in performance of any part of this Agreement to the extent such delay or
failure in performance, is caused by fire, flood, war, riots, civil disturbance, embargo, governmental directions or
orders by civil or military authority or any Act of God or any other force-majeure conditions.

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14.2 Neither failure, refusal nor neglect of GSUI LTD to exercise any right under this Agreement or to insist upon
full compliance by Service Provider with its obligations nor any other waiver of any default of any provision of this
Agreement, shall be deemed a waiver of any other default or breach of the same or any other provision.

THE PARTIES BY THEIR DULY AUTHORISED REPRESENTATIVES HAVE SET THEIR HANDS ON THE DATE

FIRST ABOVE WRITTEN ​Name of Parties ......................................... GSUNITE INDIA LIMITED.

Signatures

Name of Signatory ​Dr. H.K Arya ​Designation of Signatory ​C.E.O

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SCHEDULE I
Scope of Services to be performed by the parties:
GSUI
Sr. No Component Client ​
LTD ​1 Electricity Bill Yes No 2 Rent to Landlord Yes No 2.1 Internet Installation and Monthly
Bill Yes No 3 Repair & Maintenance / House Keeping Yes No 4 Cash arrangement No Yes 5
TIS - Site preparation
First Line Maintenance No Yes 6 Cash Replenishment Agency No Yes 7 ​
 (False Ceiling,

Yes NO ​ Communication
Painting, Flooring, Storage Box) ​ 8 Machine Deployment No Yes 9 ​
(Network) Hardware &

No Yes ​
Installation ​ 10 UPS with Batteries No Yes 11 3 DB( distribution box) Yes No 12
Signage No Yes 13 VSAT AMC/Bandwidth No Yes 14 Consumables No Yes 15 Incident
Management No Yes 16 Switching No Yes 17 Sponsor Bank No Yes 18 Reconciliation No Yes
19 Commercial Earthing of 5V Yes No 20 Grouting of Equipment Yes No
Parties agree to follow the process which is mentioned in Schedule III herein.
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SCHEDULE II
Compensation to be paid to Service Provider for the services performed by Client:
Table A
Installation
S.no Category ​
No.
Franchisee Rate per transaction (in Rs) ​1. Financial Transactions 1-100 10 101-1000 13 Above 1000
14
2. Non-Financial Transactions - 1.5
Notes:
1. Financial transactions shall mean wherein cash is deposited OR withdrawn from the
Equipment and Non Financial
Transactions shall mean all transactions apart from cash deposit OR withdrawal done from the
Equipment.
2. GSUI LTD shall at the start of the month for the previous month share the MIS to Client for
the transactions
carried out on the Equipment installed in the Commercial Premises.
3. Client shall raise its invoice basis the MIS shared with Client.
4. A fixed guaranteed payment of Rs. ​NIL​/- per month per Equipment shall be paid by Client to
the Equipment against ​NIL ​minimum number transactions.
5. In case of relocation of Equipment within the same city, Service Provider shall pay an
amount of Rs. 20,000/- (Rupees Twenty Thousand only) to GSUI LTD before relocation. In
case relocation is outside the city, charges to be borne by Client shall be at actuals.
6. In case Client intends to terminate this Agreement during the lock in period, then the
security deposit amount shall also be forfeited by GSUI LTD .
7. The compensation as mentioned above shall be paid to the client on or before 25th of every
month.
Table B
Maintain additional Security Deposit 2 lakhs (refundable) for loading of CRMs with minimum
Rs.5,00,000 (Rupees Five Lakhs) /- per loading to avoid Cash out.
 Schedule III

Process to be followed by Client:

I. Site Selection:

1. New Sites:
a. Site will be selected based on Mutual agreement with Client & GSUI LTD State Head. This will
be
further vetted by GSUI LTD ’s Head Office Team before going ahead. b. Once the site has been
approved, Client will execute the necessary agreement with the owner of the Commercial
Premises wherein Client shall ensure that the rights and requirements of GSUI LTD as mentioned
herein are protected. c. GSUI LTD will deploy Equipment on the site within forty five (45) days from
the day site is handed
over to GSUI LTD by
Client.

2. Existing Sites (CRMs already deployed by GSUI LTD in a

district):
a. Client can partner GSUI LTD for existing Equipment deployed in their respective regions under
this
model b. If Client agrees to takeover Equipment, this will be decided
by GSUI.

II. Cash Recycler Machine daily transaction:

1. Client shall, initiate a deposit transaction of Rs. 2,00,000/-(Rupees Two Lakh) in the Equipment at its
own cost, , this amount may increase or decrease based on the dispense of the Equipment and serves
only as a guidance. The amount deposited will be immediately credited to the Client account and the
physical cash in the machine will be utilized for dispense. 2. Machine accepts 200 pieces per transaction
however the NPCI maximum limit is Rs. 49,999/- per
transaction per day.

3. GSUI LTD will be sharing the cash balance report every 2 hours to service provider email id to initiate
further
deposit in the CRM to avoid cash out. 4. All the cash deposited and dispensed from the Equipment on
day 1 will be reconciled with the NPCI report
and a report will be sent to Client on the next working day by 3
PM.