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Zoho Sign Document ID: DF90E8818-1VB6IKDYD0RVPD8-1SES4ZBXGSWXM3JBS9UGYNESSV0

SERVICE AGREEMENT

18/03/2024
This service agreement is made at Bangalore on this __________________(“Agreement”) between:

HOMETRIANGLE ONLINE SERVICES PRIVATE LIMITED, incorporated under the provisions of the
Companies Act, 2013, having its registered office at #16, K. No. 180/16, NRI Layout, Double Road,
Kalkere, Bangalore 560043 (hereinafter referred to as “Hometriangle”, which expression shall, unless
the context otherwise requires, include its successors in business and permitted assigns), of the first
part;

AND

_______________________________
N.F Sofa maker a company registered under the Companies Act, 2013, having
H.NO 6-3-1240/35/1 MS Maqtha, somajiguda
its registered office at Address: ________________________________________________________,
represented by its owner _________________________,
waseem (hereafter referred to as the "Vendor", which
includes all its representatives, successors and permitted assigns), of the other part.

HomeTriangle and the Service Provider shall be individually referred to as the “Party” and collectively
as the “Parties”.

PREAMBLE

HomeTriangle is a company engaged in the business of providing a search portal interface that
connects property owners and Service Providers directly with each other.

The Service Provider is a company engaged in the business of providing a range of services
(defined below).

HomeTriangle in its usual course of business connects prospective customers and service providers
with each other for availing the services of cleaning, painting, pest control, handyman, Appliance
services, Health and wellness, or services of similar nature. To afford and extend convenience to its
existing customers, HomeTriangle recommends service providers providing such services.

The Service Provider has offered to provide the Service (defined below) to the Customers and
HomeTriangle has agreed to avail this offer to extend convenience to its Customers.

The Service Provider is a recommended service provider of HomeTriangle. Customer Information is


shared by HomeTriangle with the Service Provider and the Service Provider provides its services to
the Customer on specific terms and conditions as may be mutually agreed upon between them from
time to time.

The Parties are now entering into this Agreement to record the mutual understanding in relation to
Customer referrals and the underlying procedure for the provision of the Services.

NOW, THEREFORE, in consideration of the foregoing and other good and valid considerations, the
Zoho Sign Document ID: DF90E8818-1VB6IKDYD0RVPD8-1SES4ZBXGSWXM3JBS9UGYNESSV0

receipt, sufficiency, and adequacy of which are hereby expressly acknowledged, the Parties hereby
agree to execute these presents :

OPERATIVE TERMS

DEFINITIONS AND INTERPRETATION

DEFINITIONS

Applicable Law shall mean any statute, law, regulation, subordinate legislation, ordinance, rule,
judgment, rule of law, order (interim or final), writ, decree, clearance, Authorizations, approval,
directive, circular guideline, policy, requirement, code of practice or guidance note, or other
governmental, regulatory, statutory, administrative restriction or any similar form of decision, or
determination by, or any interpretation or administration of any of the foregoing by, any statutory
or regulatory authority or government agency or any other authority of Government of India, in
each case having jurisdiction over the subject matter of this

Agreement, whether in effect as of the date of this Agreement or thereafter and in each case as
amended.

Applicable Tax means and includes central goods and services tax and integrated goods and
service tax under the applicable goods and services law, compensation cess, imposts, duties,
levies, and taxes of whatever descriptions levied pursuant to the laws of India by the relevant
authority or agency.

Business Day shall mean any day on which the offices of the Parties are open for business.

Confidential Information means and includes contact details that enable personal identification
of the Customer as provided by HomeTriangle to the Service Provider for the purpose of the
Services.

Customer means and includes an existing customer of HomeTriangle who wishes to avail of the
Services.

Customer Information means and includes contact details including inter alia telephone number
and email address or any other personally identifiable information of a Customer in the database
of HomeTriangle.

Customer Terms shall mean the agreement/ terms/ communications (if any) governing the terms
and conditions basis which the Service Provider extends its Services to the Customers.

Effective Date shall mean ______________.


18/03/2024
Zoho Sign Document ID: DF90E8818-1VB6IKDYD0RVPD8-1SES4ZBXGSWXM3JBS9UGYNESSV0

CONFLICT

(a) The Service Provider shall ensure that the terms bilaterally agreed upon under the Customer Terms
are not in substitution or derogation of the terms of this Agreement.

(b) In case of any conflict between the Customer Terms and this Agreement, the terms of this
Agreement shall prevail to the extent of the inconsistency in relation to the obligations of the
Service Provider.

PROVISION OF SERVICES

(a) During the term of this Agreement, Hometriangle shall share with the Service Provider the contact
details including the telephone number and email address (optional) of a Customer from its
database of Customers, who may be interested in availing the Services of the Service Provider.

(b) The Service Provider will contact the Customer and procure a confirmation in relation to the
Services. Pursuant to procuring a confirmation, the Service Provider shall provide the Services,
in time, as assured to the Customer.

COMMUNICATION

The Parties agree that any communication under this Agreement will be done via e-mail and/or
telephonic communication, details of which will be disclosed by each Party to the other prior to
the execution of this Agreement.

GENERAL UNDERTAKINGS

The Service Provider undertakes that during the term of this Agreement, it will:

(a) keep Hometriangle informed about the status of its Services in relation to each Customer,
using the appropriate channel provided by Hometriangle.

(b) refund any surplus amounts from the Price in the event of any cancellation or rejection of the
Service by a Customer;

(c) deliver the Services on the date and time as confirmed by the Customer, to the satisfaction of
such Customer;

(d) ensure that each time Services are required by a Customer they are provided in
accordance with the terms of this Agreement;

(e) not use the information provided by Hometriangle for any purposes other than the purpose of
providing the Services;

(f) ensure that the Services being offered to the Customer are in accordance with the quality and
Zoho Sign Document ID: DF90E8818-1VB6IKDYD0RVPD8-1SES4ZBXGSWXM3JBS9UGYNESSV0

standards of service provided by Hometriangle to its range of customers; and

(g) address all grievances of the Customer in relation to the Services.

REPRESENTATIONS AND WARRANTIES

5.1 Each of the Parties hereby represents, warrant, and undertake to the other Party as on the
Effective Date that:

(a) It has the full power and authority under the Applicable Law to enter into, execute and deliver
this Agreement and any other deeds, documents, contemplated hereunder or pursuant
hereto.

(b) The execution, delivery, and performance of this Agreement or any other documents by such
Party and the completion of the transaction contemplated hereunder or under any other
document shall not: (i) conflict with or result in any material breach or violation of any of the
terms and conditions of, or constitute (or with notice or lapse of time or both will constitute)
a default under, any instrument, contract or other memorandum to which it is a party or by
which it is bound; (ii) violate any order, judgment or decree against, or binding upon it or
upon its respective securities, properties or businesses.

5.2 The Service Provider represents and warrants to Hometriangle as on the Effective Date that:

(a) it has procured all relevant statutory licenses and all other connected permissions from the
statutory authorities concerned as required under Applicable Law to provide the Services
including the license to provide e-Registration;

(b) all such licenses and permissions are valid and in subsistence prior to execution of this
Agreement; and

(c) the Services shall only be provided in accordance with the terms of this Agreement and the
Service Provider shall not engage with or contact the Customer in the event of expiration or
termination of this Agreement.

REPEATING REPRESENTATIONS

Unless a representation is expressed to be given at a specific date, each representation is


deemed to be repeated by each Party, to the extent relevant, on the Effective Date during the
term of this Agreement, unless terminated.

INDEMNITY

7.1 The Service Provider undertakes to defend, indemnify and hold harmless Hometriangle, its agents,
employees, and officers and keep them indemnified against all claims, costs, losses, and/or
Zoho Sign Document ID: DF90E8818-1VB6IKDYD0RVPD8-1SES4ZBXGSWXM3JBS9UGYNESSV0

damages (including legal costs) suffered or incurred as a result of any breach by the Service
Provider of any of its obligations under this Agreement.

7.2 The Service Provider acknowledges that damages are not a sufficient remedy for Hometriangle for
any breach of any of the terms and conditions under this Agreement and the Service Provider
further acknowledges that Hometriangle is entitled to specific performance or injunctive relief (as
appropriate) as a remedy for any breach or threatened breach of those terms and conditions by
the Service Provider, in addition to any other remedies available to Hometriangle in law or in
equity.

CONFIDENTIALITY

(a) Any Confidential Information made available or disclosed by Hometriangle (Disclosing


Party) to the Service Provider (Receiving Party) shall be held by the Receiving Party in
strict and complete confidence and the Receiving Party hereby unconditionally and
irrevocably agrees and undertakes to the Disclosing Party as follows:

(i) The Receiving Party shall at all times keep confidential and not disclose to any person any
Confidential Information except to its advisers, agents, or employees on a strict need-to-know
basis, solely for the purpose of providing and/or facilitating the Services and only to the extent
their function requires them to have the Confidential Information, provided that the Receiving
Party shall, prior to disclosing the Confidential Information to the above-mentioned persons,
inform each such recipient that the information is Confidential Information and shall obtain from
each such recipient a written undertaking of confidentiality and restricted use, substantially in the
same form and content as contained in this Agreement;

(ii) the Receiving Party shall take all necessary steps and precautions to ensure that there is no
dissemination, disclosure, or use of any Confidential Information other than as specifically
permitted under the terms of this Agreement;

(iii)the Receiving Party shall only use the Confidential Information in connection with the
Services;

(b) The covenants and restrictions contained in this Agreement shall not apply to any Confidential
Information:

(i) which is, or becomes, publicly known, through no wrongful act of the Receiving Party or
any of its employees, directors, agents, affiliates, and consultants; or

(ii) which is independently developed by the Receiving Party; or


(iii) which is approved for release by written authorization of the Disclosing Party; or

(iv) the disclosure of which is required to be made by the Receiving Party pursuant to any
Applicable Law provided that if the Receiving Party is compelled to disclose
Confidential Information under any Applicable Law it shall provide written notice to the
Zoho Sign Document ID: DF90E8818-1VB6IKDYD0RVPD8-1SES4ZBXGSWXM3JBS9UGYNESSV0

Disclosing Party in advance of making such disclosure as reasonably possible, if


permitted by Applicable Law, and shall use best efforts to ensure that such disclosure
is accorded confidential treatment and also to enable the Disclosing Party to seek a
protective order or other appropriate remedy and disclose only such minimum amount
of Confidential Information as may be required and necessary in the circumstances.

(c) The Parties further note that the Confidential Information shall always be owned by the
Disclosing Party. Neither the execution and delivery of this Agreement nor the disclosure of
any Confidential Information hereunder shall be construed as granting by implication,
estoppel or otherwise, any right in or license under any present or future invention, trade
secret, trademark, copyright, or patent now or hereafter owned or controlled by the
Disclosing Party. Nothing in this Agreement shall in any way restrict the Disclosing Party
from disclosing its own Confidential Information to third parties on such terms as it
considers appropriate.

NON-EXCLUSIVITY/ NON-CIRCUMVENTION

(a) The Parties agree that Hometriangle may as per its sole discretion and without any approval
from or intimation to the Service Provider share information in relation to any Customer for
the purpose of the Services to a third-party service provider.

(b) Notwithstanding anything to the contrary contained herein:

(i) In the event a Customer directly contacts the Service Provider in relation to availing the
Services at any time during the term of this Agreement, the Service Provider shall
intimate Hometriangle of such communication with immediate effect, prior to providing
the Services; and

(ii) other than to the extent specifically permitted under this Agreement, the Service
Provider shall not directly or indirectly contact or approach any Customer in any mode
or manner whatsoever, for the purposes of provision of the Services.

TERM AND TERMINATION

(a) This Agreement shall become effective on the Effective Date and shall remain in effect for a
period of 3 (three) years from the Effective Date. The Parties may on mutually acceptable
terms and conditions renew this Agreement by executing an amendment/ supplemental to
this

Agreement for such a period as may be decided by the Parties at the time of renewal.

(b) The Parties agree that this Agreement shall terminate upon the expiration of this Agreement
or on termination by either Party by providing prior written notice to the other Party,
communicating its intent to do so.
Zoho Sign Document ID: DF90E8818-1VB6IKDYD0RVPD8-1SES4ZBXGSWXM3JBS9UGYNESSV0

(c) Notwithstanding the above, the obligations of the Receiving Party under this Agreement shall
survive any termination or expiry of this Agreement and continue in perpetuity.

FEE PAYMENTS AND OTHER FINANCIAL TERMS

(a) Hometriangle works on the Pay Per-Lead Model. The lead price for different service categories is
shared with the receiving party upfront. Any change in the lead price is final as decided by
Hometriangle.

(b) Receiving party needs to maintain a minimum wallet amount with Hometriangle as decided and
agreed by both parties, as part of an agreement to avail of business from the Hometriangle.

(c) Hometriangle is entitled to deduct lead prices for each request given from the Vendor Wallet.

(d) Receiving party is not eligible to claim the pending wallet amount upon the termination of the
Agreement or Breaching of the contract.

BREACH OF CONTRACT AND CONSEQUENCES

(a) The failure of the Service Provider to perform any of its obligations hereunder or breach of
any of the representations, undertakings, or statements (made or deemed to be made) shall
be construed as a breach of this Agreement.

(b) Upon the occurrence of the breach of a contract, Hometriangle shall have a right to
terminate this Agreement with immediate effect and/or seek enforcement of rights,
remedies, and specific performances in accordance with the terms of this Agreement.

FORCE MAJEURE

(a) No Party will be liable for the non-performance or defective or late performance of any of its
obligations under this Agreement to such extent and for such period of time if such
non-performance, defective performance, or late performance is due to an act of God, war
(declared or undeclared), civil insurrection or unrest, acts (including failure to act) of any
Governmental Authority, riots, revolutions, fire, floods, strikes, lock-outs or industrial action.

(b) If any Party is unable to perform its obligations for reasons set out in sub-clause (a), such
Party shall resume performance as soon as practicable upon the relevant force majeure
event ceasing.
Zoho Sign Document ID: DF90E8818-1VB6IKDYD0RVPD8-1SES4ZBXGSWXM3JBS9UGYNESSV0

GOVERNING LAW AND JURISDICTION

(a) Any dispute or difference arising out of or in connection with this Agreement, including any
question regarding its existence, validity, or termination ("Dispute") shall be resolved by
mutual discussions between the senior management of the Parties. Failing resolution of the
Dispute within 10 (ten) calendar days of notice of intimation of such Dispute to the other
Party, the aggrieved party shall refer the Dispute to the courts of the relevant jurisdiction.

(b) This Agreement shall be governed by and construed in accordance with the laws of India and
the courts in Bangalore shall have jurisdiction over Disputes arising out of this Agreement.
Nothing contained herein shall be construed to restrict Hometriangle from instituting
proceedings in courts/ tribunals of any other jurisdiction that it may in its sole discretion
deem appropriate.

MISCELLANEOUS

(a) Notices

All notices which are required to be given under this Agreement shall be in writing and shall be
sent to the address of the recipient set out in this Clause and may be delivered personally; by
registered post or electronic mail. Each notice shall be deemed to have been served, if by
personal delivery when delivered; if by registered post, 5 (five) Business Days after posting and if
by electronic mail, upon receipt of the delivery acknowledgment.

HomeTriangle Online Services Pvt Ltd Service Provider


H.NO 6-3-1240/35/1 MS Maqtha,
Address: #989, 2nd Floor, Raghu Building, Address: somajiguda
Horamavu Main Road, Bangalore - 560043

Attn: Saritha Shivarudraiah


waseem
Attn: __________________________________

Email: contact@hometriangle.com waseemrazvi36@gmail.com


Email: ________________________________

Phone No.: +91 8217492215 6300974337


Phone No.: ____________________________

(b) Assignment and Transferability


Zoho Sign Document ID: DF90E8818-1VB6IKDYD0RVPD8-1SES4ZBXGSWXM3JBS9UGYNESSV0

No Party can assign or transfer any of its rights and obligations under this Agreement without the
prior approval of the other Party.

(c) Good Faith

Each Party hereto undertakes with the other Party to do all things reasonably within its power
that is necessary or desirable to give effect to the intent of this Agreement.

(d) No Partnership/ Agency

Nothing contained in this Agreement shall constitute or be deemed to constitute an agency or


partnership or association of persons for and on behalf of any other Party. This Agreement is
executed on principal to principal basis and the Parties under this Agreement shall be bound for
their distinct responsibilities, rights, liabilities, and obligations.

(e) Waiver

No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior,
concurrent, or subsequent breach of the same or of any other provisions hereof, and no waiver
shall be effective unless made in writing and signed by an authorized representative of the
waiving Party.

(f) Severability

The Parties intend all provisions of this Agreement to be enforced to the fullest extent permitted
by Applicable Law. If, however, any provision of this Agreement is held to be illegal, invalid, or
unenforceable under any present or future law, such provision shall be fully severable and this
Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision
was never a part hereof. The remaining provisions of this Agreement shall remain in full force
and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its
severance; and, in lieu of such illegal, invalid, or unenforceable provision, there shall be added as
a part of this Agreement a provision as similar in its terms to such illegal, invalid, or
unenforceable provision as may be possible and be legal, valid, and enforceable.

(g) Further Acts

Each Party will without further consideration sign, execute, and deliver any document and shall
perform any other act which may be necessary or desirable to give full effect to this Agreement
and each of the business structures contemplated under this Agreement.

(h) Stamp Duty

The stamp duty (if any applicable) on this Agreement shall be borne and paid by the Parties
equally.

(i) Costs
Zoho Sign Document ID: DF90E8818-1VB6IKDYD0RVPD8-1SES4ZBXGSWXM3JBS9UGYNESSV0

Each of the Parties will bear its own costs and expenses, including without limitation, fees and
expenses of legal counsel, accountants, brokers, consultants, and other representatives used or
hired in connection with the negotiation and preparation of this Agreement.

(j) Amendment

No variation of this Agreement shall be binding on any Party unless such variation is in writing
and signed by each Party.

(k) Counterparts

This Agreement may be executed simultaneously in any number of counterparts, each of which
will be deemed an original, but all of which will constitute, one and the same agreement.

EXECUTION PAGE

IN WITNESS WHEREOF the Parties hereto have executed these presents the day and year first
hereinabove written.

For HomeTriangle Online Services Pvt For : N.F Sofa maker


Ltd :
___________________________________

Signature:

Signature:

Name: Saritha Shivarudraiah


waseem
Name: _______________________
Title: CEO
Hyderabad
Place: ________________________
Place: BANGALORE

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