This MERCHANT AGREEMENT (“Agreement”) is executed on this [Contract Execution

Date] (“Effective Date”)

BY AND BETWEEN

ONE SIGMA TECHNOLOGIES PRIVATE LIMITED, a private company incorporated

under the provisions of the Companies Act, 2013 and having its registered office at 3rd, 4th
and Terrace Floor, Plot No 608 HAl 2nd Stage, 12th Main, , Indiranagar Bangalore - 560038
, India (hereinafter referred to as “Simpl” which term shall unless repugnant to the context or
meaning thereof, mean and include its successors and permitted assigns) of the ONE PART;

AND

The Person named under ‘Merchant’ in Schedule I (hereinafter referred to as the

“Merchant” which expression shall unless it be repugnant to the context or meaning hereof
include its successors and permitted assigns) of the OTHER PART.

The Merchant and Simpl shall hereinafter be collectively referred to as “Parties” and
individually as “Party”.

WHEREAS:

A. Simpl is engaged in the business of developing and implementing a technology

platform which Merchants can use to provide a buying experience for their customers.

B. Merchant is engaged in the business of as indicated under ‘Merchant Business’ through

the ‘Merchant Platform’ as set in SCHEDULE I.

C. The Merchant has agreed to engage with Simpl and avail the Services as set out in this
Agreement.

D. The Parties wish to enter into this Agreement to set forth the terms and conditions with
respect to the Services.

NOW, THEREFORE, THIS AGREEMENT AS FOLLOWS:

1. DEFINITION AND INTERPRETATION

1.1 Definitions

In this Agreement unless the context otherwise requires or expressly provides, the following
terms shall have the following meanings respectively:

(a) “Charge Date” shall mean in respect of the relevant transaction, the date on which
the User opts to complete the transaction on the Merchant Platform through Simpl’s
Technology.

(b) “Confidential Information” shall mean any and all information, whether written or
oral or in any other form, and relating to the Parties which includes information
relating to their, business practices, financial positions, algorithms, business plans,
user and merchant data, user lists, user names or other personally identifiable
 information (including information that only indirectly or after complex procedures
identifies a user), user transaction or behavioural data, financial analysis, forecasts,
formulas, ideas, inventions, market information, marketing plans, processes,
accounts, trade secrets, future plans, pricing, discount, business model, the method
and system of placing an order via Simpl, the method and system of backend order
placement, order processing and security measures via Simpl, method and system of
assessing eligibility of customers for Simpl, Software Development Kit (SDK),
Application Program Interface (API), all documents generated and all form of content
(emails, short service messages/SMS) for communicating with customer and/or
merchant and shall include any information which has been marked or otherwise
indicated as confidential.

(c) “Financial Partner” shall mean any bank, financial institution or any other entity as
may be approved and appointed by Simpl from time to time for facilitating the
settlement of transactions completed using Simpl’s Technology.

(d) “Go-live Date” shall mean the date on which Simpl’s technology is integrated with
Merchant’s platform and the same is confirmed by Simpl’s email to the Merchant.

(e) “Intellectual Property” means intellectual property of every sort, whether or not
registered or registrable in any country, including intellectual property of kinds
coming into existence after today; and including, among others, patents, trademarks,
unregistered marks, designs, copyrights, processes, algorithms, software, domain
names, discoveries, creations and inventions.

(f) “Merchant Funding Account” shall mean the account set out in SCHEDULE I.

(g) “Simpl Transaction Fee” shall mean the percentage of the aggregate amounts of the
transactions effected by User on Merchant Platform as more particularly provided in
SCHEDULE I plus any indirect taxes applicable on such amount.

(h) “User Terms” shall mean the terms and conditions applicable to Users of the Simpl’s
Technology, as amended from time to time and as available at
www.getsimpl.com/terms-and-conditions.

(i) “User(s)” shall mean a person(s) and/or an entity to whom the Merchant proposes to
provide the option of transacting using Simpl’s Technology.

(j) “Tab” shall mean a ledger containing a tally of transactions undertaken by the Users
on the Merchant Platform.

(k) Technology” shall mean all software including but not limited to Software
Development Kits (“SDK”), Application Programming Interfaces (“API”),
applications, dashboards, web and mobile applications, any source code thereof or
relating to other technologies, hardware (if applicable) and related documentation
including such software which Simpl provides to the Merchant, which Simpl provides
to the Merchant, including any updates thereof, to enable Simpl to provide Service to
the Merchant.

1.2 Interpretations
In this Agreement, unless the context otherwise requires:

1.2.1 words of any gender are deemed to include the other gender;

1.2.2 words using the singular or plural number also include the plural or singular number,
respectively;

1.2.3 the terms “hereof”, “herein”, “hereby”, “hereto” and derivative or similar words refer
to this entire Agreement;

1.2.4 the term “clause” refers to the specified clause of this Agreement;

1.2.5 heading, sub-heading and bold typeface are only for convenience and shall be ignored
for the purposes of interpretation;

1.2.6 reference to any legislation or law or to any provision thereof shall include references
to any such law as it may, after the date hereof, from time to time, be amended, supplemented
or re-enacted, and any reference to a statutory provision shall include any subordinate
legislation made from time to time under that provision;

1.2.7 any term or expression used but not defined herein shall have the same meaning
attributable to it under applicable law;

1.2.8 references to the word “include” or “including” shall be construed without limitation;

1.2.9 references to the term “in writing” shall include electronic communication;

1.2.10 the schedules annexed to this Agreement form an integral part of this Agreement and
will be of full force and effect as though they were expressly set out in the body of the
Agreement;

1.2.11 any payment that is due on a non-working day shall be made on the immediately
following working day; and

1.2.12 a reference to an “amendment” includes a supplement, modification, novation,

replacement or re-enactment and “amended” is to be construed accordingly.

2. SCOPE OF SERVICE

2.1 Simpl owns and has developed Technology that allows Merchants to offer a
differentiated, hassle free buying experience to eligible Users (“Service”). The Service shall
include the ability for the Merchant to extend a Tab to the Users, which shall be settled by the
Users periodically. As part of the Service, the Merchant hereby authorises and Simpl hereby
accepts appointment as a collection agent of the Merchant for the purposes of maintaining a
Tab and collecting amounts due to the Merchant (or sellers on the Merchant Platform, where
relevant) out of transactions concluded under the Service as envisaged under Section 4 of the
Payments and Settlement Systems Act, 2007.
2.2 The Service and Technology are proprietary to Simpl and are provided to the Merchant
on a non-exclusive license and for limited use for the purposes of this Agreement.

3. OPERATION OF SIMPL’S TECHNOLOGY

3.1 The integration of Simpl’s Technology with the Merchant’s systems or platforms shall
be done in accordance with Simpl’s integration documentation as shared by Simpl with the
Merchant.

3.2 The Users shall have the facility (which shall be provided by the Merchant) to add all
the invoices for their purchases to a Tab offered by the Merchant on the Merchant Platform
through Simpl’s Technology.

3.3 Upon the User opting to add purchases to the Tab extended using Simpl’s Technology,
the amounts in respect of such transaction shall be added and accounted for against such User
for the Merchant. The Merchant acknowledges that each transaction shall be assessed by Simpl
in accordance with its own internal standards for processing of such transactions and Simpl
shall have the right to deny the processing of any transaction at its sole discretion.

3.4 Simpl and/or Financial Partner shall on the Funding Date (as set out in Schedule I)
transfer an amount not less than the aggregate value of all transactions that have been made on
the Charge Date (“Merchant Tab Transactions”) less amounts set out in Clause 3.5 to the
Merchant Funding Account.

3.5 The total amount remitted to the Merchant in the Merchant Funding Account shall be
subject to reconciliation of accounts by Simpl and/or Financial Partner, the Reserve, deductions
respect to any adjustments carried over from previous bill cycles, charge-backs, refunds,
returns, Simpl Transaction Fee and withholding taxes as may be required under applicable law.
The provisions of SCHEDULE II shall apply in respect of return and refund claims against the
Merchant that are directly made to Simpl and/or Financial Partner.

4. SAFEGUARDS AND RESERVE

4.1 In the event that (i) any of the Merchant Tab Transactions are deemed to be suspicious,
dubious, innocuous, fraudulent or unauthorised, (ii) the Merchant has breached the terms of
this Agreement, (iii) Merchant’s account with Simpl has been hacked, misused or
compromised, or (iv) any instance of negligence, misconduct or fraud (including fraudulent or
erroneous chargebacks, refunds and payments) has been committed by the Merchant, its
employees, vendors, services providers, agents (excluding Simpl), affiliates or any other
persons connected to or acting on behalf of the Merchant, Simpl may take any action to avoid
the resultant liability, including but are not limited to, suspending or limiting the Merchant’s
ability to use the Service, refusing to process any Merchant Tab Transactions, holding (till such
issue is resolved) or reverse payments in relation to such Merchant Tab Transactions and
contacting the Users to verify any Merchant Tab Transactions to reduce potential fraud and
disputes. Simpl will endeavour to provide advance notice of the above actions proposed to be
taken Simpl.

5. PAYMENT TERMS

5.1 The Users shall be required to make payments into an account designated by Simpl for
the entire invoices that are added to the Tab extended by the Merchant as per Clause 3.2.
5.2 The funds available in the account designated by Simpl under Clause 5.1, as per User
Terms, shall be appropriated by Simpl and/or Financial Partner.

5.3 In the event that any User does not make payment for the aggregate amount due under
the Tab for such User (except in cases of returns, refunds and chargebacks), Simpl and/or
Financial Partner shall make legally permissible efforts to collect the amounts due from such
Users, at their own costs. Simpl may levy default charges (as agreed by User under User Terms)
on Users in the event of delayed repayment by such Users.

5.4 In case of any disputes in relation to any transaction involving the merchant, the
merchant will be required to provide transaction data, including copies of invoices,
confirmation of the sale , proof of shipment or deliver or such other information or documents
as may be reasonably required by Simpl. Responsibility of collection from user.

5.5 The Merchant hereby delegates the right and responsibility of collecting all amounts
due to the Merchant (or sellers on the Merchant Platform, where relevant) from the Users in
respect of the relevant Merchant Tab Transactions as envisaged under Section 4 of the Payment
and Settlement Systems Act, 2007.

5.6 The Parties agree that the Merchant shall have no obligation to collecting any amounts
due from the Users. The Merchant shall have no liability in respect of any amounts due from
Users. However, the Merchant hereby authorizes and undertakes that it shall provide all
necessary assistance including executing any legal documents to enable Simpl and/or the
Financial Partner to collect amounts due from Users in its name. In the event that Simpl is
unable to collect any amounts due to the Merchant (or sellers on the Merchant Platform, where
relevant) from Users in respect of the relevant Merchant Tab Transactions, any amounts paid
by Simpl to the Merchant in respect of such Merchant Tab Transactions shall be deemed to
have been paid as liquidated damages for the failure of Simpl to collect the said amounts on
behalf of the Merchant.

6. REPRESENTATION AND WARRANTY BY THE PARTIES

6.1 Simpl represents and warrants to the Merchant as follows, that:

(a) it has full power and authority to execute and deliver the Agreement and to perform its
obligations hereunder;

(b) all information provided by it under this Agreement shall be true and accurate for the
purposes of entering into this Agreement;

(c) the execution of this Agreement and providing Service hereunder to the Merchant, does
not and will not violate, breach of any covenants, stipulations or conditions of any agreement,
any deed/document/writing entered into by Simpl with any third parties; and

6.2 Merchant represents and warrants to Simpl as follows, that:

(a) it has full power and authority to execute and deliver this Agreement and to perform its
obligations hereunder;

(b) all information provided by it under this Agreement shall be true and accurate for the
purposes of entering into this Agreement;
(c) it adheres to best business practices to make available goods and services to User
through its shop, website, e-commerce website and mobile based application;

(d) each invoice shall be valid and recoverable;

(e) it shall resolve on a best effort basis, any disputes arising between the Merchant and
User and/or Simpl in such a manner so as to ensure that user satisfaction and experience is
paramount; or

(f) all information relating to User provided by the Merchant shall be true and accurate to
its knowledge and in case of any discrepancies or any defects in the truth or accuracy of any
information provided to Simpl, the Merchant shall as soon as reasonably practicable notify
Simpl and correct the User data, to the extent possible.

7. OBLIGATIONS OF MERCHANT

7.1 The Merchant shall provide all such information and data as required by Simpl prior to
enabling or integrating the Technology on Merchant system.

7.2 The Merchant shall enable Technology integration on Merchant system as detailed at
https://merchants.getsimpl.com to use Simpl’s Technology. In this regard the Merchant
undertakes to appoint and designate employees who shall act as one point contact for
undertaking the Technology integration process in a smooth and time efficient manner.

7.3 The Merchant assures and guarantees to Simpl that the Merchant does not and will not
carry out any activity, which is banned or illegal or immoral and will not sell on the Merchant
shop, website, e-commerce website, mobile application products and/or services as listed and
set out in SCHEDULE III.

7.4 The Merchant shall be under an obligation to notify Simpl promptly of any matter
affecting the value, enforceability or collectability of any invoice, submitted for funding or
which have been settled by Simpl.

7.5 The Merchant shall effect required changes and modification to the Merchant website
terms and conditions and privacy policy in order to enable the Merchant to share User
information with Simpl, if required.

7.6 The Merchant shall ensure that there are proper encryption and security measures at the
Merchant system and website to prevent any fraud, hacking of the information of the data and
system of both Parties.

7.7 The Merchant shall at all times adhere to best business practices and comply with the
terms and conditions of the service level agreements applicable to Users and the Merchant for
provisioning services, delivery, refund and return policy for products and services. The
Merchant shall provide copies of such agreement(s), including any updated version thereof, as
may be required to Simpl.

7.8 The Merchant shall at all times ensure confidentiality of all information submitted by
Simpl regarding all or any matters related to this Agreement. Further, the Merchant shall ensure
at all times during the Term that there is no breach of security and the integrity of the links
between the Merchant site, interface, web servers, systems and Simpl’s site, interface, web
servers, systems. The Merchant shall ensure that there are proper encryption and security
measures at the Merchant site to prevent any hacking into the information of the Merchant’s
data.

7.9 The Merchant shall promptly notify Simpl of any change in name, change in place of
registered office or address registered with Simpl.

7.10 The Merchant shall at all times, comply with all applicable laws, rules, statutes,
enactments, orders and regulations, including those of any governmental agency, and all
interpretations of and changes, supplements or replacements to any of the foregoing, to include,
without limitation, all laws relating to privacy and data protection which are or which in the
future may be applicable to personal information, the Services, or the performance of the
Simpl’s obligations under this Agreement.

7.11 The Merchant shall use the Technology in accordance with the terms of this Agreement
and not to attempt to modify, decompile or reverse engineer the Technology or the Service, or
use it for any purpose other than for the utilisation of the Service in the manner provided by
Simpl.

8. DATA COMPLIANCE

Each Party will take such precautions (but no less than reasonable precaution) to protect the
confidentiality of the Confidential Information, and, shall comply with its statutory obligations
as regards data security compliances under all applicable laws, including but not limited to the
Information Technology Act, 2000 (as amended from time to time) and Information
Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or
Information) Rules, 2011 and shall not, disclose the identity of any User or any Confidential
Information whatsoever relating to any transactions to any third party other than for the
purposes of this Agreement. Provided however that any Confidential Information required to
be disclosed by any order of a court or regulatory authority of competent jurisdiction may be
disclosed to such court or regulatory authority only to the extent specified in the order.

9. TERM AND TERMINATION

9.1 This Agreement shall be valid unless terminated in accordance with provisions of this
Agreement (“Term”).

9.2 Either Party may terminate this Agreement with a prior written notice of 45 (Forty Five)
days.

10. EFFECT OF TERMINATION

10.1 Following termination of this Agreement, the Parties shall co-operate with each other,
in order to ensure that such termination and its consequences cause the minimum disruption to
each other’s business and affairs.

10.2 Termination of this Agreement shall be without prejudice to any rights of either Party
which may have accrued up to the date of such termination and the rights to terminate this
Agreement are not intended to be exclusive but shall be in addition to every other remedy or
right including the right to recover damages and to seek a decree requiring any appropriate
performance required by this Agreement.
11. FORCE MAJEURE

11.1 Subject to Clause 11.2, if either Party fails to perform its obligations under this
Agreement due to causes beyond its reasonable control including fire, blockade, strikes
(including strikes by its own personnel) or natural catastrophe, then that Party shall not be held
responsible for any loss or damage which may be incurred by the other Party as a result of such
failure.

11.2 Each Party will give notice to the other as soon as possible upon becoming aware of an
event that may lead to the invocation of this Clause 11.

12. INTELLECTUAL PROPERTY RIGHTS

12.1 Each Party acknowledges that all copyright, trademarks, service marks, goodwill, any
other Intellectual Property rights and rights of action in the Service provided to other Party
shall remain the sole property of the respective Party.

12.2 Notwithstanding anything contained hereinabove, both Parties agree to grant to the
other Party a non-exclusive, revocable and limited licence to use the brand-name, trademarks,
logos and service marks of the other Party to be depicted and used in such manner as may be
mutually agreed between the Parties for the purpose of providing the Service during the Term.

12.3 It is agreed that reports and intelligence developed during the provision of Service shall
be owned by Simpl. Further, nothing in this Agreement shall restrict Simpl from using,
analysing, processing any data from the Merchant Tab Transactions including for prevention
of frauds and malpractices, and to further generate incremental transactions.

13. NO CONSEQUENTIAL LOSSES

Neither Party shall be liable to the other for any special, consequential, incidental, punitive, or
indirect damages arising from or relating to any breach of this Agreement, regardless of any
notice of the possibility of such damages.

14. RESOLUTION OF COMPLAINTS BY USERS

It is agreed between the Parties that in case of any complain made by the Simpl User to Simpl
with respect to the goods or products purchased using the Simpl Checkout on Merchant shop,
website, e-commerce website and mobile based applications, then the Parties shall follow the
process agreed upon and detailed in SCHEDULE II to this Agreement, to intimate the
Merchant of such Simpl User complain and/or feedback. Merchant will be given 7 (seven) days
to settle the issue from the date of intimation in one of the ways mentioned under SCHEDULE
II. The Parties agree to do all such acts, deeds and things as the circumstances may require to
ensure that customer satisfaction and experience is maintained amongst the users of the Parties.

15. INDEMNITY

15.1 Each Party shall defend, indemnify and hold harmless the other Party, its employees,
officers, directors, agents, representatives, successors, licensees and assigns from and against
any and all expenses, costs and liabilities (including reasonable attorney fees and court costs)
arising out of the following:
(a) any breach or alleged breach of any of its obligations and/or terms, representations and
warranties under this Agreement;

(b) any act(s) or omission(s) of or by such Party causing death, personal injury, bodily
injury or property damaged caused by such act or omission of the such Party;

(c) upon violation of applicable law by such Party;

(d) violation of any third party rights by such Party; and

(e) against fraud or illegal use of any User data by such Party, its employee or agent.

15.2 The Merchant shall defend, indemnify and hold harmless Simpl and/or Simpl’s
employees, officers, directors, agents, representatives, successors, licensees and assigns from
and against any and all expenses, costs and liabilities (including reasonable attorney fees and
court costs) arising out of any deficiency or use of product or service obtained from the
Merchant by the User or any third party.

16. CONFIDENTIALITY

16.1 Each Party understands that during the term of this Agreement it may have access to,
or may have been disclosed to it, certain information not generally known to the public by the
other Party. Each Party undertakes to keep confidential the contents of this Agreement and all
Confidential Information (written or oral) of the other Party and shall not share such
Confidential Information with any third party without the prior written approval of the other
Party.

16.2 Confidential Information does not include information:

(a) already in the possession of a party or in the public domain, other than as a result of a
breach;

(b) disclosed with the prior written consent of the other party; or

(c) required to be disclosed by applicable law (but then only to the extent required).

16.3 Each party undertakes to the other to take all such steps as shall from time to time be
necessary to ensure compliance by its employees, agents and sub-contractors with this Clause
16.

16.4 This Clause 16 survives termination of this Agreement.

17. GOVERNING LAW

This Agreement and any matter relating to this Agreement shall be governed by and construed
in accordance with the laws of India and subject to Clause 18, the courts of Bengaluru shall
have exclusive jurisdiction.
18. DISPUTE RESOLUTION

18.1 A Party must not commence court proceedings (except proceedings seeking
interlocutory relief) in respect of a Dispute (as defined below) arising out of this Agreement
unless it has complied with this clause.

18.2 In case of any dispute arising from or in relation to the validity of the terms of this
Agreement (“Dispute”), then the Parties must notify the authorised representative of the other
Party to the Dispute giving details of the Dispute.

18.3 If the Dispute arising out of this Agreement remains unsolved for twenty (20) working
days from the date of notice served by one Party on the other, either Party may request a
meeting within a further ten (10) days period and shall first resolve the Dispute through
discussions between the top management who shall have power to resolve the Dispute
(“Management Resolution”).

18.4 In case the Dispute is not resolved through Management Resolution then either Party
may refer any dispute or difference between them arising out of or in connection with this
Agreement (and which cannot be resolved by negotiation between them) to binding arbitration
under the Arbitration and Conciliation Act, 1996.

18.5 The tribunal shall consist of three arbitrators. The disputing parties shall each appoint
one arbitrator, and the two arbitrators so appointed will together appoint the third arbitrator
who shall act as chairman of the tribunal.

18.6 The venue of the arbitration proceeding shall be Bengaluru and the language of the
proceeding conducted shall be English.

19. NOTICES

19.1 All communication under this Agreement must be in writing and delivered by hand,
email or sent by first class registered mail to the address of the receiving party set out below as
updated by that party during the Term:

If to the Simpl

Attention : Legal Team

3rd, 4th and Terrace Floor, Plot No 608 HAl 2nd Stage,
Address :
12th Main, , Indiranagar Bangalore - 560038 , India

Mobile No. : 9886836000

Email-id : legal@1sigma.in

If to the Merchant:

Attention : Gaurav & Prashant

 India, 199 Princess Street, Mumbai, Maharashtra –
Address :
400002

Mobile No. : +91-8657754400

Email-id : prashantkadam@pantproject.com

19.2 If a notice is delivered by hand before completion of working days to the intended
recipient, it shall be deemed to have been received at the time of delivery, otherwise at the start
of on the next Business Day.

19.3 Any notice required to be made or given hereunder shall be signed by an authorised
representative of the Party giving or making the same. No recipient shall be required or obliged
to inquire as to the authority of the authorised representative so signing.

19.4 Any Party may, by notice in writing to the other Parties, change its address, email
address or contact in the manner aforesaid.

20. MISCELLANEOUS

20.1 ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to its subject
matter. Except as may be expressly stated in this Agreement, it supersedes and cancels all prior
agreements, arrangements, representations, understandings negotiations and discussions
whether oral or written between the Parties.

20.2 WAIVER

No forbearance, delay or indulgence in exercising any right, power or remedy under this
Agreement will operate as a waiver by Simpl. Nor will any single or partial waiver of any right,
power or remedy by Simpl preclude any other or further exercise of that or any other right,
power or remedy by Simpl.

20.3 SEVERABILITY

Notwithstanding anything, the whole or any part of any provision of this Agreement may prove
to be illegal or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent
of the prohibition or unenforceability. This shall not affect the validity or enforceability of the
remainder of this Agreement or the validity or enforceability of that provision in any other
jurisdiction.

20.4 ASSIGNMENT

This Agreement will bind the successors and assigns and/or permitted assigns (as the case may
be) of the Parties hereto and either Party will obtain prior written consent from the other Party
before assignment of this Agreement.

20.5 RELATIONSHIP
Nothing in this Agreement creates an association, partnership, joint venture or any analogous
relationship between the Parties. Accordingly, except as expressly authorised under this
Agreement neither Party has authority expressed or implied to pledge the credit of or make any
representation or give any authority to contract on behalf of another Party.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed these presents, on the day and
year first hereinabove written in the manner hereafter appearing.

SIGNED AND DELIVERED BY the within named

Simpl,
ONE SIGMA TECHNOLOGIES PRIVATE
LIMITED

Nitin Parakh (14th October 2022, 9:41 GMT)

Authorized Signatory

Name: Nitin Parakh

Designation: Director

SIGNED AND DELIVERED BY the within named

AANSWR FASHION PVT LTD

Dhruv Toshniwal (14th October 2022, 5:33 GMT)

Authorized Signatory

Name: Dhruv Toshniwal

Designation: Director

Email Address: dhruv@pantproject.com

 SCHEDULE I

SPECIFIC TERMS

Sr. No. Term Particulars

1. Merchant Aanswr Fashion Pvt Ltd a Private Limited

Company incorporated under the provisions
of the Companies Act, 2013 and having its
registered office at India, 199 Princess
Street, Mumbai, Maharashtra – 400002
Merchant’s GSTIN: 27AATCA0564H1ZG
2. Merchant Business Apparel

3. Merchant Platform Merchant’s website www.pantproject.com

and corresponding iOS and Android mobile
applications (if any)
4. Simpl Transaction Fee for Pay in 4.5% per transaction (excluding indirect
3 taxes, as applicable) from Merchant’s go-live
date.
5. Merchant Funding Date for Pay in 15 days from the Charge Date, being the date
3 on which payments for all the Merchant Tab
Transactions made on the Charge Date are to
be made.
6. Merchant Funding Account Account Holder’s Name: Aanswr Fashion
(Current Account) Pvt Ltd
Account Number: 50200046723754
IFSC Code: HDFC0000005
Bank Name: HDFC
Branch Address: India, Bhulabhai Desai
Road, Mumbai, Maharashtra – 400026
 SCHEDULE II

CLAIMS PROCESS

Simpl has the right to return Claims to the Merchant as per the following, and thereby also have
the right to be refunded:

(a) Claims where delivery of the goods or services has not been carried out at all, has been
unreasonably delayed due to Merchant’s default or has been carried out to an address other
than one provided by Simpl User at the time of the respective purchase or thereinafter; or where
there is a dispute between the Merchant and the User (provided such dispute is not just a mere
unwillingness to pay).

(b) Claims where the Merchant has not provided Simpl with mutually agreed details
necessary for Simpl to validate the User.

(c) If Simpl User provides proof that the goods or services provided are faulty and/or not
delivered in full by the Merchant and the same is not settled by Merchant.

(d) Claims where the Customer has used its lawful right to regret/cancel its purchase, or
where the Merchant has extended to the User a right to return the goods or services in excess
of what is stipulated in applicable mandatory laws.

Ideal Chargeback flow:

● Customer raise a dispute with Simpl

● Customer is asked for more information (which is typically required to share with
merchants)

● The transaction amount goes on hold immediately at Simpl’s end

● Disputes will be sent to Merchant in real time ensuring a ticket is raised with merchant
within 4 hours from the time customer raised the dispute with Simpl

● Merchant will be given 7 days to settle the issue from the date of intimation in one of
the following ways:

o The issue is either resolved by the merchant with the user and no refund is needed;
however all necessary information shared with merchant to enable Simpl to provide
clarifications and resolution to user.

o Issue acknowledged by the merchant; and refund initiated by Merchant to user’s Simpl
Account

o The merchant does not respond to the dispute raised nor submits the necessary
information or proof for delivery of goods or services (digital or physical), and it is deemed to
be an issue acknowledged by the merchant – where refund is initiated by Merchant to user’s
Simpl Account.

o The relevant documents and information provided should contain the below
information:
(a) Customer’s name

(b) Date of the transaction

(c) Amount

(d) Customer’s phone number

(e) Delivery address

(f) Products/service details

(g) Device information if any

(h) The order ID should be present in the invoice

● Simpl will accordingly initiate the refund to the customer and the chargeback will be
raised to the merchant on the 7th day.

Liability of the Merchant:

Here are the situations where we will have to initiate a chargeback if the merchant is not
responding to user queries:

1. Cancellation

2. Damaged Product

a) Clothing

b) Electronics

c) Food

3. Product not delivered

a) ETA to deliver the product

b) Product not delivered

c) Courier shows the product was delivered but has not reached the customer

4. Failed transaction

a) Transaction failed at Simpl end (Charged state)

b) The transaction failed at Merchant end( Not appearing on merchant support

dashboard)

5. Amount refunded but to merchant wallet

6. Unidentified transaction
7. Duplicate Processing or Paid By Other Means

8. Late confirmation received for digital products

9. Partial refund

10. Incorrect Transaction Amount

11. Inferior Service (As per what is defined on T&C)

12. Fraud

a) Single transaction disputed

b) All the transactions disputed

13. Refund initiated by the merchant but does not reflect in the Simpl account. A
chargeback is processed after waiting for 48hrs.

14. Merchant not being able to refund from their end due to technical issues- we process a
chargeback

Customer support matrix

Escalation Level Name Phone number Email ID

Level 1: SPOC/team for gauravshriya@pa
Gaurav Shriya +91-9819225137
First Response SLA ntproject.com

Level 2: escalation
prashantkadam@
team/SPOC where First Prashant Kadam +91-8657754400
pantproject.com
Response SLA breached

Level 3: SPOC/Team
when Escalation SPOC
ayazshaikh@pant
isn’t responding/not Ayaz Shaikh +91-8657754400
project.com
reachable (prior to auto
refund and charge back)

Team SPOC Name Phone number Email ID

gauravshriya@pa
SPOC/ Team for Business Gaurav Shriya +91-9819251137
ntproject.com

gauravshriya@pa
SPOC/ Team for Product Gaurav Shriya +91-9819251137
ntproject.com

SPOC/Team for ayazshaikh@pant

Ayaz Shaikh +91-9967030398
Technology project.com
 prashantkadam@
SPOC/ Team for Finance Prashant Kadam +91-8657754400
pantproject.com
gauravshriya@pa
SPOC/ Team for Fraud Gaurav Shriya +91-9819251137
ntproject.com

Simpl’s escalation Matrix:

Name Email address Contact number

Shared mailbox ordersupport@getsimpl.com

First point Pooja Bhandary pooja@getsimpl.com

Second Point Apoorva Nayal apoorva.nayal@getsimpl.com 9901714736

Third Point Parth Udeshi parth.udeshi@getsimpl.com 9731027303

 SCHEDULE III

RESTRICTED SERVICES

1. Adult goods and services which includes pornography and other sexually suggestive
materials (including literature, imagery and other media); escort or prostitution services;
Website access and/or website memberships of pornography or illegal sites;

2. Alcohol which includes alcohol or alcoholic beverages such as beer, liquor, wine, or
champagne;

3. Body parts which includes organs or other body parts;

4. Bulk marketing tools which includes email lists, software, or other products enabling
unsolicited email messages (spam);

5. Cable descramblers and black boxes which includes devices intended to obtain cable
and satellite signals for free;

6. Child pornography which includes pornographic materials involving minors;

7. Copyright unlocking devices which includes Mod chips or other devices designed to
circumvent copyright protection;

8. Copyrighted media which includes unauthorized copies of books, music, movies, and
other licensed or protected materials;

9. Copyrighted software which includes unauthorized copies of software, video games

and other licensed or protected materials, including OEM or bundled software;

10. Counterfeit and unauthorized goods which includes replicas or imitations of designer
goods; items without a celebrity endorsement that would normally require such an association;
fake autographs, counterfeit stamps, and other potentially unauthorized goods;

11. Drugs and drug paraphernalia which includes illegal drugs and drug accessories,
including herbal drugs like salvia and magic mushrooms;

12. Drug test circumvention aids which includes drug cleansing shakes, urine test additives,
and related items;

13. Endangered species which includes plants, animals or other organisms (including
product derivatives) in danger of extinction;

14. Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrolment
in online gambling sites, and related content;

15. Government IDs or documents which includes fake IDs, passports, diplomas, and noble
titles;

16. Hacking and cracking materials which includes manuals, how-to guides, information,
or equipment enabling illegal access to software, servers, website, or other protected property;
17. Illegal goods which includes materials, products, or information promoting illegal
goods or enabling illegal acts;

18. Miracle cures which includes unsubstantiated cures, remedies or other items marketed
as quick health fixes;

19. Offensive goods which includes literature, products or other materials that:

(a) Defame or slander any person or groups of people based on race, ethnicity, national
origin, religion, sex, or other factors;

(b) Encourage or incite violent acts;

(c) Promote intolerance or hatred.

20. Offensive goods, crime which includes crime scene photos or items, such as personal
belongings, associated with criminals;

21. Prescription drugs or herbal drugs or any kind of online pharmacies which includes
drugs or other products requiring a prescription by a licensed medical practitioner;

22. Pyrotechnic devices, combustibles, corrosives and hazardous materials which includes
explosives, fireworks and related goods; toxic, flammable, and radioactive materials and
substances;

23. Regulated goods which includes air bags; batteries containing mercury; Freon or
similar substances/refrigerants; chemical/industrial solvents; government uniforms; car titles;
license plates; police badges and law enforcement equipment; lock-picking devices; pesticides;
postage meters; recalled items; slot machines; surveillance equipment; goods regulated by
government or other agency specifications;

24. Securities which includes stocks, cryptocurrency, bonds, or related financial products;

25. Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related
products;

26. Traffic devices which includes radar detectors/jammers, license plate covers, traffic
signal changers, and related products;

27. Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and
other armaments;

28. Wholesale currency which includes discounted currencies or currency exchanges;

29. Live animals or hides/skins/teeth, nails and other parts etc. of animals;

30. Multi-Level Marketing collection fees;

31. Matrix sites or sites using a matrix scheme approach;

32. Work-at-home approach and/or Work-at-home information;

33. Drop-shipped merchandise;

34. Any product or service which is not in compliance with all applicable laws and
regulations whether federal, state, local or international, including the laws of India;

35. The Merchant providing services that have the potential of casting the Simpl and/or
Payment Gateway Facilitators in a poor light and/or that may be prone to ―Buy & Deny‖
attitude of the cardholders when billed (e.g. Adult material/ Mature content/Escort services/
friend finders) and thus leading to chargeback and fraud losses;

36. Businesses or website that operate within the scope of laws which are not absolutely
clear or are ambiguous in nature (e.g. Web-based telephony, Website supplying medicines or
controlled substances, website that promise online match-making);

37. Businesses out rightly banned by law (e.g. Betting & Gambling/ publications or content
that is likely to be interpreted by the authorities as leading to moral turpitude or decadence or
incite caste/communal tensions, lotteries/sweepstakes & games of chance;

38. The Merchant who deal in intangible goods/ services (eg. Software download/ Health/
Beauty Products), and businesses involved in pyramid marketing schemes or get-rich-quick
schemes. Any other product or Service, which in the sole opinion of either the Simpl or the
Payment Gateway Facilitators , is detrimental to the image and interests of either of them / both
of them, as communicated by either of them/ both of them to the Merchant from time to time.
This shall be without prejudice to any other terms & conditions mentioned in this Agreement;

39. Bulk marketing tools which includes email, lists, software, or other products enabling
unsolicited email messages (spam);

40. Web-based telephony/ SMS/Text/Facsimile services or Calling Cards. Bandwidth or

Data transfer/ allied services. Voice process /knowledge process services; and

41. Mailing lists.

 AUDIT TRAIL

CONTRACT NAME The Pant Project

CONTRACT ID 39b9333c-2527-499d-b741-39773c24c6d4

STATUS Executed

CONTRACT HISTORY

Sent for Signature to Dhruv Toshniwal (dhruv@pantproject.com) by Sachin KN 14 October, 2022 05:27:46
(sachin.kn@getsimpl.com). UTC

SENT

Signed by Dhruv Toshniwal (dhruv@pantproject.com). 14 October, 2022 05:33:55

UTC
IP: 1.38.142.19
SIGNED
Mumbai, Maharashtra, India
Sent for Signature to Nitin Parakh (nitin@getsimpl.com) by Sachin KN 14 October, 2022 05:33:59
(sachin.kn@getsimpl.com). UTC

SENT

Signed by Nitin Parakh (nitin@getsimpl.com). 14 October, 2022 09:41:31

UTC
IP: 14.97.164.246
SIGNED
Bangalore Urban, Karnataka,
India
This document has been signed and executed by all parties.

EXECUTED