Master Platform Agreement

Between

Sakhi Cloud India Private Limited, a company incorporated under the Companies Act, 2013, with its registered office at Flat no: 401, Dream homes, Dhanunjaya apartments, Srinagar Colony, Khairatabad, Hyderabad- 500073, Telangana, CIN: U47912TS2026PTC212920, GSTIN: 36ABTCS1022R1ZP (“Sakhi Cloud”, “we”, “us” or “our”);

And

You (the “Client”, “you” or “your”), being a Store (local retail shopkeeper), Household Customer (retail/household buyer), or Transporter (independent delivery provider) who registers for and uses the Sakhi Cloud platform and services.

Effective Date: The date you first install, access, register for or use the Sakhi Cloud app, website or services (“Services”).

By installing, accessing or using our Services, you agree to be bound by this Master Platform Agreement (“Agreement”) including all Schedules. If you do not agree, do not use the Services. If you are accepting on behalf of a company or other entity, you represent that you have authority to bind that entity.

1. Introduction and Purpose of Sakhi Cloud

Sakhi Cloud is an AI-driven, chat-first commerce platform designed to strengthen relationships between local neighbourhood shopkeepers (Stores) and their retail customers (Households) through everyday conversational voice or text chats in local languages. Unlike traditional e-commerce platforms that aggregate value centrally, Sakhi Cloud pushes digital tools directly to frontier local retailers to help them serve customers better, grow sales, improve productivity and up-skill staff.

The platform connects three types of users in a trusted local network: Stores, their Household Customers, and independent Transporters who deliver goods. Users can create private commercial connections with their chosen counterparties.

This single Master Platform Agreement applies to all users, with role-specific additional terms set out in the Schedules. This approach keeps the core terms consistent and easy to understand while allowing tailored obligations for each role.

2. Key Definitions

In this Agreement, unless the context requires otherwise:

“Services” means the Sakhi Cloud mobile app (iOS and Android), website, features, software, AI Tools, chat functionality, catalogue, order management, logistics assignment, tracking and related cloud services.

“Store” or “Merchant” means a local retail shopkeeper (e.g. kirana store) registered on the platform to manage orders, catalogue, inventory, customers and deliveries (via own staff or Transporters).

“Household Customer” or “Customer” means a retail customer or household that uses the platform to browse Stores, place conversational orders, track deliveries and manage household transactions.

“Transporter” means an independent delivery service provider (or their staff) registered to accept and execute deliveries from Stores to Household Customers using the platform tools.

“Content” means any data, catalogues, product information, messages, orders, images, audio recordings, transaction records or other materials you upload, send or receive through the Services.

“Counterparties” means the other users you connect with on the platform (e.g. a Store’s customers and chosen Transporters).

“Applicable Role Terms” means the additional terms in the relevant Schedule that apply depending on whether you are a Store (Schedule 2), Household Customer (Schedule 3) or Transporter (Schedule 4).

“AI Tools” means the artificial intelligence and machine learning features made available through the Services, including large-language-model based chat interpretation, speech-to-text transcription, image recognition and image generation, and search/recommendation tools, whether operated by us directly or through AI Sub-Processors.

“AI Sub-Processor” means a third-party provider engaged by us to provide any element of the AI Tools on our instructions.

“Personal Data”, “Data Fiduciary”, “Data Processor”, “Data Principal” and “Consent Manager” have the meanings given to them under the Digital Personal Data Protection Act, 2023 (“DPDP Act”) and the rules made thereunder (“DPDP Rules”).

“Grievance Officer” means the officer appointed by Sakhi Cloud under Clause 10.10 to receive and address complaints and grievances relating to the processing of Personal Data.

3. Eligibility, Registration and Your Account

To use the services, you must:

• Have a compatible smartphone (Apple iPhone with latest supported iOS or Android phone with latest supported Android version) and reliable internet/data connection (which we do not provide).
• Be at least 18 years of age. By registering, you confirm that you are 18 or older and that you will not use the Services, or provide us with data about any household member, in a manner that relates to a child except with verifiable parental or lawful guardian consent as required under the DPDP Act.
• Register an account with accurate details and verify as required.
• Have access to and use the Unified Payments Interface (UPI) system of the National Payments Corporation of India (NPCI) for any payments (note: most payments are handled off-platform between you and your Counterparties).
• If registering on behalf of a business or entity, have authority to bind that entity to this Agreement.

Account Security: You are solely responsible for keeping your device and Sakhi Cloud account secure (including password/PIN/biometrics). Immediately notify us via the App or registered email of any unauthorised access or security breach. Failure to do so or to keep your account secure may result in suspension or termination. We may require additional verification for security.

Electronic Communications: You consent to receive all notices, confirmations, updates and account information electronically via the App (push notifications/in-app messages) or email to your registered address. These are deemed received when sent or made available in the App.

4. Description of the Sakhi Cloud Platform and Services

A detailed description of the platform features for each user role is set out in Schedule 1. Key highlights include:

• For Stores: Chat-based order management with AI assistance, organic catalogue building (with image recognition), manual logistics assignment and tracking, offline payment recording, inventory management and customer relationship tools.
• For Household Customers: Conversational voice/text ordering in local language, delivery tracking, shop browsing, chat-based dispute resolution and household transaction history.
• For Transporters: Digital delivery execution tools, status acknowledgments (pickup/delivery), real-time route/status updates visible to Store and Customer, and checkpoint-based payment/dispute tools.

The platform enables private “network connections” so each user controls who they connect with (their chosen Counterparties). Sakhi Cloud provides the technology platform only and is not a party to the actual sale, purchase or delivery contracts between you and your Counterparties.

5. Fees, Payment and Commercial Terms

Initial Period: The first 30 days after registration are free for all new accounts (subject to fair usage and compliance with these Terms).

Ongoing Fees: Household Customers pay no fees. Stores and Transporters will pay subscription or usage-based fees as mutually agreed in writing, published in the App, or set out in Schedule 5 (once finalised). Fees may be updated with reasonable notice.

Payment: Most payments between Stores, Customers and Transporters (for goods and delivery) are handled off-platform via UPI, cash or other methods agreed between the parties. Sakhi Cloud does not process or hold these funds (except any platform fees due to us). You are responsible for accurate recording of off-platform payments in the App where required.

Late Payment & Suspension: If any fees due to Sakhi Cloud are 5 or more days overdue, we may suspend your access to the Services until paid in full. To reactivate a suspended account, you must pay all overdue amounts plus a reactivation fee of ₹500 for each month (or part thereof) of suspension. Failure to reactivate within 2 months of suspension will result in account closure per the termination provisions below.

6. Your General Obligations (All Roles)

You agree to:

• Use the Services only for legal, authorised and acceptable purposes and in compliance with all applicable Indian laws (including but not limited to consumer protection, GST, shop & establishment, and data protection laws).
• Provide accurate, complete and up-to-date information in your account, catalogues, orders and all Content. You are solely responsible for the accuracy of all data entered by you, your staff, agents or users.
• Not accept or act on any order or message through the platform that does not show as “confirmed” by the relevant Counterparty (order confirmation is for your protection).
• Keep your account and device secure and immediately notify us of any breach or unauthorised use.
• Respect the rights of Sakhi Cloud, other users and third parties (including privacy, IP and contractual rights). Do not misuse the platform (e.g. spam, fraud, harassment, false information).
• Comply with the Applicable Role Terms in the relevant Schedule for your user type.

Updates: You consent to automatic download and installation of updates to the app and Services while you continue to use them. We recommend keeping your device OS updated.

7. Licenses Granted

License from Sakhi Cloud to You: We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable licence to access and use the Services solely for the purposes permitted by this Agreement and in accordance with your registered role. No other rights are granted by implication.

License from You to Sakhi Cloud: To operate and improve the Services, you grant Sakhi Cloud a worldwide, non-exclusive, royalty-free, sublicensable and transferable licence to use, host, store, display, transmit, modify and create derivative works from your Content solely as needed to provide, operate, improve and develop the Services (including displaying catalogues, processing orders/messages, operating the AI Tools described in Clause 9, and generating aggregate insights). This licence is limited to the purpose of providing the Services.

8. Intellectual Property

Sakhi Cloud (or its licensors) owns all right, title and interest in and to the Services, including all trademarks, logos, domain names, software, AI models, designs, text, graphics and other intellectual property (“Sakhi Cloud IP”). You may not use any Sakhi Cloud IP without our prior express written permission. You retain all right, title and interest in your own Content and data (subject to the licence you grant us above and our rights to use aggregate/statistical data derived from it for analysis and product improvement).

9. AI-Enabled Features

9.1 How AI Is Used. You acknowledge that the Services use artificial intelligence to interpret your chats, transcribe voice messages, recognise products in photographs, generate catalogue imagery and power search and recommendations. AI outputs (for example, extracted orders or suggested products) are assistive only and require your confirmation before any order or transaction takes effect. We do not rely on AI to make legally or commercially significant decisions about you without a human in the loop.

9.2 AI Accuracy; No Reliance. AI-generated suggestions, transcriptions and images may be inaccurate or incomplete. You are solely responsible for reviewing and confirming any order, price, quantity or product before acting on it. We make no warranty as to the accuracy, completeness or fitness for purpose of any AI output, and Clause 17 (Disclaimers, Limitation of Liability and Release) applies to AI outputs as it does to the rest of the Services.

9.3 Third-Party AI Sub-Processors. To provide the AI Tools we engage third-party AI Sub-Processors, including providers of large-language-model services (chat interpretation), speech-to-text services (voice transcription), and image-recognition and image-generation services. We share with each AI Sub-Processor only the Content reasonably needed to perform its function (for example, message text, audio recordings or product photographs). A current list of our material AI Sub-Processors is available on request. We require each AI Sub-Processor to process Content only on our documented instructions, under confidentiality obligations, and subject to appropriate contractual and technical safeguards consistent with the DPDP Act.

9.4 No Training on Your Content. We do not permit our AI Sub-Processors to use your Content to train their general-purpose AI models, and we do not use your Personal Data to train third-party models. We may use anonymised, aggregated data derived from platform usage to evaluate and improve the Services.

10. Data, Privacy and Security

10.1 Roles Under the DPDP Act. Where you (for example, as a Store) determine the purposes and means of processing the Personal Data of your Counterparties (for example, your Household Customers), you act as the Data Fiduciary in respect of that Personal Data, and Sakhi Cloud acts as your Data Processor, processing that Personal Data only on your documented instructions as given through your use of the Services. You remain responsible for establishing a lawful basis (including, where required, consent) for your processing of that Personal Data. In respect of Personal Data that you provide to us about yourself as a registered user, and Personal Data we collect directly to operate the Services, Sakhi Cloud acts as Data Fiduciary.

10.2 Your Data, Your Responsibility. You are solely responsible for the accuracy, legality and completeness of all Content and data you (or your users/staff) enter or upload. This includes obtaining any necessary consents from your Counterparties (e.g. Household Customers’ personal data) under the DPDP Act and other applicable laws before sharing their data with us or processing it via the platform.

10.3 How We Use Your Data. We process your data and Content only to provide, operate, maintain, improve and develop the Services (including the AI Tools described in Clause 9), to communicate with you, and for security and fraud prevention. We do not sell your Personal Data. We may generate and use anonymised aggregate and statistical data derived from platform usage for analysis and product enhancement.

10.4 Cross-Border Transfer of Personal Data. Some processing, including AI processing described in Clause 9 and cloud hosting, may occur outside India, as the default processing regions of certain AI Sub-Processors and cloud infrastructure providers are located outside India. Where Personal Data is transferred outside India, we do so in accordance with the DPDP Act (including Section 16) and any applicable government restrictions on transfer, and we apply contractual and technical safeguards designed to protect that data to a standard consistent with this Agreement.

10.5 Categories of Data We Collect and Process. In addition to the account, catalogue, order and messaging Content described elsewhere in this Agreement, the Services collect and process the following categories of data:

• Voice and audio data: Voice messages you record are stored and converted to text using automated transcription, including by third-party AI Sub-Processors. Audio is retained only as long as needed to deliver and support the relevant conversation, and is then deleted or anonymised in accordance with our data retention policy.
• Location data: With your device permission, we collect precise location (GPS) data to set store and delivery addresses and to enable delivery tracking. While a delivery is in progress, the Transporter’s real-time location is shared with the relevant Store and Household Customer for that order only. You may disable location permissions in your device settings, though some features may not function correctly without it.
• Identity and verification data: Additional identity, KYC and (for Transporters) biometric verification requirements are set out in Schedule 4.
• Device and push-notification data: We collect device push-notification tokens to deliver alerts through our push notification provider and the relevant app-store push services (including Apple APNs and Google FCM). You may disable notifications in your device settings.
• Telemetry and diagnostics: We collect operational and diagnostic telemetry (such as request traces, performance data and error data) to maintain, secure and improve the Services. This may be processed by third-party monitoring providers and does not include the content of your messages.
• Financial and credit data: Where a Store extends credit to a Household Customer using the platform’s credit-tracking feature, the platform records credit limits, outstanding balances and payment history. This financial data is processed solely to operate that feature and is retained in accordance with our retention policy and applicable law.
• Sensitive-context content: You should not share more personal or sensitive information than necessary through the Services, and you confirm that you have any consents required for information you share about others. Some conversations (for example, requests relating to health or Ayurvedic products) may reveal sensitive information about you or others; this is processed only to the extent necessary to deliver the Services you have requested.

10.6 Data Retention, Deletion and the Immutable Ledger. You can access and export your data via the App while your account is active. Upon termination or closure of your account, we will retain data only as long as necessary for legal, accounting or legitimate business purposes (including dispute resolution), then securely delete or anonymise it in accordance with our data retention policy and applicable law. For integrity and audit purposes, certain transactions are recorded by the platform in an append-only ledger. Where a valid erasure request or account closure would otherwise require deletion of a record in that ledger, and such deletion is not technically possible without compromising the integrity of the ledger, we will instead irreversibly anonymise or redact the Personal Data within the relevant record, except where retention of identifiable data is required by law.

10.7 Security. We implement reasonable technical and organisational security safeguards (including encryption in transit, access controls and regular reviews) to protect data against unauthorised access, loss or damage, as required under the DPDP Act and Rules. You must also take reasonable steps to secure your devices and account.

10.8 Data Breaches. If you become aware of any actual or suspected personal data breach involving the platform, you must notify us immediately via the App or designated email so we can investigate and comply with DPDP Act notification obligations (including notification to the Data Protection Board of India where required). We will notify affected users and authorities as legally required.

10.9 Your Rights Under the DPDP Act. Subject to the DPDP Act and Rules, you may request access to, correction of, completion of, updating of, or erasure of your Personal Data, and you may withdraw consent previously given and nominate another individual to exercise your rights in the event of your death or incapacity. To exercise any of these rights, contact our Grievance Officer using the details in Clause 10.10.

10.10 Grievance Officer. Sakhi Cloud has appointed a Grievance Officer to receive and address grievances relating to the processing of your Personal Data: Name: KRANTHI CHAKILALA; Email: chk909@gmail.com; Address: 2-35, Thadparthy, Tatiparthy, Gopalpeta, Mahabubnagar, Telangana, 509206. We will acknowledge and respond to grievances within the timelines prescribed under the DPDP Act and Rules.

10.11 Children’s Data. The Services are intended for users aged 18 and over, as set out in Clause 3. You confirm that you are at least 18 years of age, and that any data relating to another household member that you provide through the Services does not relate to a child unless you hold verifiable consent from that child’s parent or lawful guardian.

10.12 Reputation and Trust Scoring. We may calculate a reputation or trust score for users based on their transaction and dispute history on the platform, to help other users decide who to connect with, as referenced in Schedules 2 to 4. Any such score is indicative only and does not itself determine a user’s legal rights or obligations. If a reputation score affects you, you may contact us through the Grievance Officer or in-app support to query how it was derived. [This clause applies once, and to the extent that, reputation scoring functionality is made available on the platform.]

10.13 Privacy Policy. For more details, please refer to our Privacy Policy (available in the App or on our website). By using the Services you consent to the processing described in this Agreement and the Privacy Policy.

11. Role-Specific Additional Terms

Depending on your registered role, the additional terms in the following Schedules apply and form part of this Agreement:

• If you are a Store/Merchant: See Schedule 2 — Additional Terms for Stores
• If you are a Household Customer: See Schedule 3 — Additional Terms for Household Customers
• If you are a Transporter: See Schedule 4 — Additional Terms for Transporters

You must comply with the terms applicable to your role(s). If you change roles or use the platform in multiple capacities, the relevant terms apply accordingly.

12. Scope of Licence; Restrictions on Use

The Services are licensed to you, not sold, and Sakhi Cloud reserves all rights not expressly granted in Clause 7. Except as this Agreement or applicable law expressly permits, you will not, and will not permit or assist any third party to:

• reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Services, except to the extent this restriction is prohibited by applicable law or by the licensing terms governing any open-source component included in the Services (see Clause 13);
• remove, obscure, block or modify any copyright, trademark or other proprietary notice displayed within the Services;
• bypass, circumvent or attempt to defeat any security, authentication or access-control measure of the Services;
• use the Services to build a competing product or service, to create, store or transmit malware or other harmful code, or otherwise use the Services in a manner that is unlawful or that facilitates unlawful conduct; or
• sell, rent, lease, sub-license, publish, distribute or otherwise make the Services available as a stand-alone offering to any third party, or transfer this Agreement, except with our prior written consent as set out in Clause 21 (General Provisions).

13. Third-Party Software and Notices

The Services may include software components licensed from third parties, including open-source software, which are provided under their own licence terms. Notices and licence terms for these third-party components, where applicable, are made available on request. Nothing in this Agreement limits any rights you may separately have under such third-party licence terms, and nothing in any third-party licence terms expands the rights granted to you under this Agreement in respect of the rest of the Services.

14. Feedback

If you choose to send us feedback, suggestions, ideas or other input about the Services (“Feedback”), you grant Sakhi Cloud a perpetual, irrevocable, worldwide, royalty-free licence to use, modify and incorporate that Feedback into the Services or any other Sakhi Cloud product or service, without any obligation to compensate, attribute or obtain further consent from you.

15. Export Control and Sanctions Compliance

You must comply with all applicable Indian and other export control, trade sanctions and anti-boycott laws and regulations in connection with your use of the Services, including in respect of any cross-border processing described in Clause 10.4. You confirm that neither you, nor (to your knowledge) anyone you connect with through the Services, is a person subject to any applicable sanctions or export-control restriction that would prohibit your use of, or connection through, the Services.

16. Support Services

We may, but are not obliged to, provide support for the Services through in-app support/chat features or the contact details displayed in the App. Any support we provide does not extend the warranties or affect the liability positions set out in Clause 17 (Disclaimers, Limitation of Liability and Release), and we may change, limit or discontinue any support channel at any time.

17. Disclaimers, Limitation of Liability and Release

No Warranty: Except as expressly stated in this Agreement, the Services are provided “as is” and “as available” without any warranty of any kind, whether express, implied, statutory or otherwise. We specifically disclaim all implied warranties including merchantability, fitness for a particular purpose and non-infringement, to the maximum extent permitted by law. This disclaimer extends to AI outputs generated through the AI Tools described in Clause 9, which are provided on an assistive, “as is” basis only.

Release from Disputes Between Participants: Sakhi Cloud is not a party to, and has no involvement or liability in, the actual transactions, sales, purchases, deliveries, payments or disputes between you and your Counterparties or other users. If any dispute arises between participants for any reason, you (and each participant) hereby release Sakhi Cloud, its affiliates, directors, officers, employees and agents from all claims, demands and damages (actual and consequential, known and unknown) arising out of or connected with such disputes.

Limitation of Liability: To the maximum extent permitted by applicable law, the total aggregate liability of Sakhi Cloud and its affiliates arising out of or related to this Agreement or the Services shall not exceed the total fees actually paid by you (or your affiliates) to Sakhi Cloud for the Services giving rise to the liability in the six (6) months immediately preceding the first incident giving rise to the claim. This cap applies whether the claim is in contract, tort or otherwise.

Exclusion of Consequential Damages: Neither party nor its affiliates shall have any liability for any lost profits, revenues, goodwill, or any indirect, incidental, special, consequential, punitive or exemplary damages, business interruption, cost of cover or similar, even if advised of the possibility, whether in contract, tort or otherwise. The foregoing shall not apply to the extent prohibited by mandatory law.

Force Majeure: Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation, facilities, fuel, energy, labour or materials, failures of internet/cloud providers or telecommunications (including failures of AI Sub-Processors), or actions/omissions of governmental or regulatory bodies.

Mandatory Local Law: Nothing in this Agreement excludes, restricts or modifies any right or remedy available to you under the Consumer Protection Act, 2019 or any other applicable Indian law that cannot lawfully be excluded, restricted or modified by agreement. Where such a mandatory right applies, it takes precedence over any conflicting provision of this Agreement to the extent of the conflict, and the remaining provisions continue to apply as set out in the Severability provision of Clause 21 (General Provisions).

18. Indemnification

Your Indemnity: You agree to indemnify, defend and hold harmless Sakhi Cloud, its affiliates, directors, officers, employees and agents from and against any and all claims, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or related to: (a) your breach of this Agreement or Applicable Role Terms; (b) your Content, products, services or transactions with Counterparties; (c) any claim by your customers, staff or Transporters; (d) your failure to obtain necessary consents or comply with data protection, consumer protection, GST or other laws; (e) any tax liability or claim related to your activities; or (f) any allegation that your Content infringes third-party rights.

Our Indemnity: Sakhi Cloud will indemnify you against claims that the Services (as provided by us) infringe the intellectual property rights of a third party, provided you give prompt notice, reasonable cooperation and allow us to control the defence/settlement. This does not cover claims arising from your modifications, combination with other products, or breach of this Agreement.

19. Term, Suspension and Termination

Term: This Agreement begins on the Effective Date and continues until terminated by either party as provided below.

Suspension: We may suspend your access (in whole or part) if: (a) fees are overdue by 5+ days; (b) we reasonably believe you have violated these Terms or created risk/harm; or (c) required by law or to protect the platform/users. We will notify you where practicable.

Termination by You: You may terminate at any time by deleting your account via the App settings or contacting us. Termination is effective upon confirmation of account closure.

Termination by Us: We may terminate or suspend your access at any time for any reason, including violation of these Terms, non-payment, harm or legal risk to us or others, or discontinuation of the Services (with reasonable notice where possible).

Effect of Termination / Account Closure: Upon termination or closure: (a) your licence to use the Services ends immediately; (b) you must cease all use; (c) we may delete or anonymise your data after a reasonable period, subject to Clause 10.6 (you should export any data you need beforehand); (d) any outstanding fees become immediately due; and (e) provisions that by their nature should survive (including IP, licences granted, data/privacy, liability caps, indemnity, governing law and general provisions) shall survive termination.

20. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of India. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be subject to the exclusive jurisdiction of the competent courts in Hyderabad, Telangana, India. All communications, notices and proceedings under or in connection with this Agreement shall be in the English language.

We encourage you to first try to resolve any issues amicably through the in-app support or dispute resolution tools provided on the platform before escalating to formal proceedings.

Arbitration (Optional Escalation): If a dispute is not resolved through the amicable process above, either party may refer it to arbitration before a sole arbitrator mutually appointed by the parties, seated in Hyderabad, Telangana, and conducted in English in accordance with the Arbitration and Conciliation Act, 1996 (as amended). The arbitral award shall be final and binding, subject to any right of challenge available under that Act. This provision does not prevent either party from approaching the competent courts referred to above for interim or injunctive relief, or for enforcement of an arbitral award.

21. General Provisions

Changes to this Agreement: We may update these Terms from time to time. Material changes will be notified via the App or email. Your continued use of the Services after the effective date of changes constitutes acceptance of the updated Terms. If you do not agree to material changes, you should stop using the Services and close your account.

Assignment: We may assign or transfer this Agreement and our rights/obligations at any time (e.g. in connection with a merger, acquisition or sale of assets). You may not assign your rights without our prior written consent. This Agreement binds and benefits the parties and their permitted successors/assignees.

Notices: Notices under this Agreement may be given via in-app message, push notification, email to your registered address, or (for us) to the contact details displayed in the App or on our website. Notices are deemed received when sent or made available.

Independent Contractors; No Agency or Partnership: You and Sakhi Cloud are independent contractors. Nothing in this Agreement creates an agency, partnership, joint venture or employment relationship. There are no third-party beneficiaries (except as expressly stated for indemnified parties).

Taxes: Platform fees (if any) do not include applicable taxes (including GST). You are responsible for all taxes, duties and levies arising from your use of the Services or your transactions with Counterparties. You are responsible for the accuracy of data submitted to tax authorities. If we are legally required to collect or pay taxes for which you are responsible, we will invoice you and you will pay (unless you provide a valid exemption certificate). We are responsible for taxes on our own income, property and employees.

Severability: If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if not possible, severed. The remaining provisions shall continue in full force and effect.

Entire Agreement: This Agreement (including all Schedules and any documents incorporated by reference such as the Privacy Policy) constitutes the entire agreement between you and Sakhi Cloud concerning the subject matter and supersedes all prior or contemporaneous agreements, representations and understandings (whether written or oral). No waiver of any provision shall be effective unless in writing and signed by the waiving party.

Contact Us: For questions about this Agreement or the Services, please use the in-app support/chat feature or email the address displayed in the App or on our website. Our contact person for formal notices is our Grievance Officer, whose details are set out in Clause 10.10.

ACKNOWLEDGEMENT

By using the Sakhi Cloud Services, you acknowledge that you have read, understood and agree to this Master Platform Agreement, including all Schedules and the Privacy Policy. This is a legally binding contract.

Acceptance and Signatures

This Agreement takes effect on acceptance in-app as described on the cover page. Where a signed counterpart is separately required — for example, where a Store or Transporter onboards as a registered business entity — the following details apply:

For Sakhi Cloud India Private Limited

• Signed by: [•]
• Designation: [•]
• Date: [•]
• Place: [•]

For the Client

• Client / Entity Name: [•]
• Role (Store / Household Customer / Transporter): [•]
• GSTIN (if applicable): [•]
• PAN: [•]
• Registered / Residential Address: [•]
• Authorised Signatory Name & Designation (if the Client is an entity): [•]
• Signature: [•]
• Date: [•]
• Place: [•]

— End of Main Agreement —

Schedule 1 — Description of the Sakhi Cloud Platform

The Sakhi Cloud platform is an AI-driven, chat-first commerce platform designed to strengthen local Indian retail shopkeeper/customer relationships digitally by connecting neighbourhood shopkeepers with their customers through everyday conversational voice or message chats.

Core Principle: Push digital value to frontier local retailers (Stores) so they can better serve local customers, grow sales, increase productivity and up-skill staff — in contrast to classic e-commerce models that aggregate value centrally for the platform operator.

A. Shopkeeper (Store) Module

• Chat-Based Sales & Order Management: AI-distilled order management through natural language conversation. Shopkeepers confirm orders and negotiate terms directly in chat.
• Organic Catalogue Building: Dynamic product catalogue built from actual conversations and orders. AI and image recognition support initial inventory upload. Customisable unit prices and quantity-based discounts.
• Manual Logistics Assignment & Tracking: In-app tool to assign deliveries to own staff or independent Transporters, with real-time dispatch and delivery tracking.
• Offline Payment Recording: Transaction status marking for order validation and payment confirmation (core payment processing remains off-platform via UPI/cash etc.).
• Inventory Management: Track and update inventory quantities, with tracing of inventory movement to specific sales or Transporters.
• Customer Management: Dashboard with customer conversation history, relationship details and trust-network features.

B. Retail Customer (Household) Module

• Conversational Ordering: Voice or text ordering in local language, designed to feel like speaking directly to the shopkeeper.
• Payment Handshake: Off-platform payment confirmation mechanism (bill of sale/invoice) with checkpoints for both parties to confirm payment.
• Delivery Tracking: Real-time notifications on delivery status (e.g. en route, arrived).
• Shop Access & Trust Network: Browse local Stores’ digital storefronts and product lists, with trust and reputation features.
• Discrepancy / Dispute Resolution: Chat-based dispute mechanism with checkpoints. Unresolved disputes may affect trust relationship and network reputation score.
• Household Account Management: System for managing household-level outstanding balances, transaction history and connections to multiple local Stores.

C. Transporter / Service Provider Module

• Delivery Execution: Digital tools to act as the logistics function moving goods from Store to Household Customer.
• Status Acknowledgments: Digital confirmation for pickup and delivery, replacing informal verbal confirmations.
• Route and Status Updates: Real-time status updates (e.g. “Arrived at Destination”) visible to the relevant Store and Customer.
• Payment and Dispute Checkpoints: Checkpoint-based payment mechanism with discrepancy resolution tools consistent with the broader platform design.

Network Connections Feature: Users can create and manage their own private connections to chosen Counterparties — enabling trusted, direct commercial relationships without unnecessary intermediaries.

Schedule 2 — Additional Terms for Stores / Merchants

If you register or use the platform as a Store (local retail shopkeeper), the following additional terms apply:

Store Details (to be completed by/for the Store)

• Store / Trade Name: [•]
• Legal Entity Name (if different from trade name): [•]
• GSTIN: [•]
• PAN: [•]
• Registered / Business Address: [•]
• Store Account / Registration ID: [•]

• Product and Service Responsibility: You are solely responsible for the quality, safety, legality, description and pricing of all products and services you offer, list or sell via the platform. Sakhi Cloud does not inspect, endorse or guarantee any products.
• Order Fulfilment and Accuracy: You must fulfil confirmed orders accurately and in a timely manner. You are responsible for inventory accuracy and for any discrepancies in orders, quantities or products delivered.
• Customer and Transporter Relationships: You control which Household Customers and Transporters you connect with and do business with. You are responsible for your agreements, pricing, payment terms and dispute resolution with them. Sakhi Cloud is not a party to those relationships.
• GST and Tax Compliance: You are responsible for all applicable GST, taxes, invoices and compliance related to your sales and supplies. If the platform facilitates any TCS (Tax Collected at Source) or reporting requirements under Indian GST law, you agree to provide accurate GSTIN and related information and to cooperate fully.
• Transporter Selection and Coordination: When you assign deliveries to Transporters (own staff or independent), you remain responsible for the goods until delivered and for coordinating with the Transporter. You should ensure appropriate insurance or risk allocation for goods in transit if desired.
• Content and Listings: All product information, images, prices and descriptions you provide must be accurate, not misleading and not infringe third-party rights. You grant us the licence described in the main Agreement to use this Content.
• Disputes with Customers or Transporters: You agree to handle disputes professionally through the platform’s chat-based tools where available. Unresolved issues may affect your reputation score on the platform, as described in Clause 10.12. Sakhi Cloud may (but is not obliged to) provide mediation tools; any resolution is between you and the other party.
• Credit Extended to Household Customers: If you use the platform’s credit-tracking feature to extend credit to a Household Customer, you are solely responsible for deciding whether and on what terms to extend that credit, and for compliance with any applicable law governing the extension of credit. The platform’s records of credit limits, balances and payment history (as described in Clause 10.5) are provided to support your own record-keeping and do not constitute advice, and Sakhi Cloud is not a party to, and assumes no liability in connection with, that credit arrangement.

Schedule 3 — Additional Terms for Household Customers

If you register or use the platform as a Household Customer, the following additional terms apply:

Customer Details (to be completed by/for the Household Customer)

• Customer Name: [•]
• Registered Mobile Number: [•]
• Residential Address: [•]
• Household Account ID: [•]

• Ordering and Payment: You are responsible for placing accurate orders and confirming payment (via UPI, cash or other method agreed with the Store) using the platform’s payment handshake/checkpoint features. Most payments are off-platform.
• Delivery Acceptance: You should inspect goods upon delivery and promptly record any discrepancies or issues via the platform’s dispute tools. Failure to do so in a timely manner may affect your ability to raise disputes later.
• Respectful Use: Use the chat and platform respectfully. Do not place frivolous orders, harass Stores or Transporters, or misuse the dispute system. Repeated misuse may result in restricted access or termination.
• Multiple Stores: You may connect to and order from multiple local Stores. You are responsible for managing your household connections and transaction history.
• No Fees: Household Customers use the core platform features free of charge. We may introduce optional premium features in future with your consent.

Schedule 4 — Additional Terms for Transporters

If you register or use the platform as a Transporter (independent delivery provider), the following additional terms apply:

Transporter Details (to be completed by/for the Transporter)

• Transporter Name: [•]
• PAN: [•]
• GSTIN (if applicable): [•]
• Vehicle Registration Number: [•]
• Driving Licence Number: [•]
• Transport Permit / Licence Number (if applicable): [•]
• Registered / Residential Address: [•]

• Delivery Execution and Reliability: You are responsible for safely and promptly executing assigned deliveries, providing accurate real-time status updates, and confirming pickup and delivery via the platform tools. You should maintain appropriate vehicle insurance and comply with all traffic and transport laws.
• Relationship with Stores: You connect with and accept work from Stores you choose. The commercial terms (delivery fees, payment timing, etc.) are agreed between you and the Store. Sakhi Cloud is not a party to that agreement and does not guarantee payment from Stores.
• Goods in Transit: You are responsible for the care of goods from pickup until delivery confirmation. Report any damage, loss or issues immediately via the platform. Appropriate insurance is your responsibility.
• Status Updates and Communication: Provide timely and accurate status updates visible to both the Store and Customer. Use the checkpoint system for payment and dispute resolution.
• Compliance: You must hold any required licences or permits for commercial transportation in your operating area and comply with all applicable laws.
• Identity Verification (KYC) and Biometric Data: Before you can accept deliveries, you must complete identity verification (KYC) performed by our verification service provider Didit (“Verification Provider”). This process includes document authenticity checks, passive liveness detection and biometric face-matching against your submitted identity document. Your document images and biometric checks are handled by the Verification Provider under its own security and confidentiality safeguards, on our instructions and for the sole purpose of verifying your identity and preventing fraud. We receive and retain only your verified name and document reference from this process, which we retain in accordance with our data retention policy and applicable law. You consent to this verification as a condition of registering as a Transporter, and you confirm that the identity document and biometric data you provide are your own and accurate.

Schedule 5 — Fees and Payment Terms (Placeholder)

Note: This Schedule will be completed once commercial terms are finalised. It will be updated in the App and notified to users.

Client-Specific Fee Terms (where individually agreed)

• Client / Store / Transporter Name: [•]
• Fee Type (subscription / per-order / usage-based): [•]
• Fee Amount / Rate: [•]
• Billing Cycle: [•]
• Effective Date of Fee Terms: [•]

• Initial 30 Days: Free for all new registered accounts (Stores, Household Customers and Transporters), subject to compliance with these Terms and fair usage.
• Household Customers: No fees for core platform features.
• Stores and Transporters: Subscription fees, per-order/transaction fees, or usage-based charges as mutually agreed in writing between Sakhi Cloud and the user, or as published and accepted in the App. Details (amounts, billing cycle, payment method for platform fees) will be set out here or in the App once determined.
• Changes: We may update fees with reasonable prior notice via the App or email. Continued use after the notice period constitutes acceptance of the new fees.
• Late Payment: As set out in Clause 5 of the main Agreement — suspension after 5 days overdue and reactivation fee of ₹500 per month (or part) of suspension.

— End of Schedules —