Standard Terms and Conditions : I) Pricing and Payment Terms: Pricing: (a) The Enterprise Edition for Version as mentioned in the Commercial, is based on an annual license usage fee (ALU Fee). (b) ALU Fees, plus applicable taxes, are payable in full on 01 April and / or Anniversary date every year for the current version mentioned and installed. Thereafter, ALU Fees will be revised and increased as per mutual discussion at that time. (c) This is a combined price, and there will be no refund, discount, or adjustments for discontinuation or partial use of any of the above-mentioned segments. (d) All pricing covers only payments due to the Licensor. Prices offered are ex-Mumbai and exclusive of any taxes, duties, levies, and other applicable costs like server licenses, third-party software, design integration, third-party inspection & audit, service gateway providers, travel, room and board, etc. (e) The software and the prices are for the version provided on an "AS IS WHERE IS BASIS". (f) Any enhancement/ regulatory changes / customization request will be considered at the discretion of the Licensor. A separate Software Feature Addition Form will be raised by the Licensor and additional Support Fees (SF) will be levied from one year later for every year. (g) Pricing covers payment due to the Licensor for providing the software license per single server only. The license is valid only for the current version mentioned above. The shelf life of the said version will be for a period of 3 years only. No software will be provided after 3 years for the same version. However, in case the said software ( new version ) is required beyond the period of 3 years the same would be subject to terms & conditions as mutually decided at that time. In case of no mutual decision the Software License would terminate. (h) The above pricing is based on the current requirements and charges of various parties involved in the e-sign transaction including Unique Identification Authority of India (UIDAI), e-signature service provider and cloud-infrastructure service provider. Any revision in their rules, regulations, requirements, and charges may result in change in the above per-transaction charge and ALU Fees. (i) The above prices are on a per-server license basis. The Licensee may install a copy of the same on a backup server in read-only mode, valid for one month, extendable for a further period of one month. If required, the Licensor will notify the designated representatives/authorities. (j) Simultaneously, any one Software license can be used in a live environment. (k) If the Licensee installs the Software on any second server besides the above backup server, or use the back-up server and/or UAT server for parallel use then separate new ALU fees will be applicable as mentioned in the Commercial & will be due and payable immediately. (l) The New Release will be provided only if all previous outstanding dues are fully paid by the Licensee. (m) Upon the Licensee's request, the Licensor will attempt to convert the existing data of the Licensee's current back office to Soham on a "best effort basis". Minor errors/differences in amount may occur. The Licensor will charge as mentioned in the Commercial based on the actual time utilized at the Licensor office. The Licensee will be required to depute Licensee staff/personnel to check and confirm the converted data as required. (n) Taxes mentioned in the Licensor's quotation are as per the prevailing rates of CGST/SGST/IGST. However, any increase in GST/IGST and/or any other duties/levies applicable on the date of delivery/installation shall be borne by the Licensee. (o) Prices are exclusive (if not charged separately) of Octroi Entry tax/other local levies, payable directly by the Licensee. (p) Pricing does not include server space, license costs, hardware costs, actual travel costs, room & board, etc. These costs, if any, are payable by the Licensee to third-party vendors/service providers as agreed. (q) Prices do not include fees or charges for any certification, audit, cyber security audit required for the software. (r) In case of change in ownership/shareholding of the Licensee, full new ALU Fee/SF will be required and paid by the new owner of the Licensee at that time. This Software License is non-transferrable. (s) The ALU fee is charged for the scope of work mentioned in the original proposal and offered on an "As Is Where Basis". The Licensee cannot withhold payment of ALU Fees or SF while requesting additional features or changes to existing features. Any additional feature development or additions to existing features will be considered a new development activity, resulting in a new version of the software. Payment Terms: (a) 100% payment of the ALU Fee by cheque or Bank Transfer along with a confirmed Purchase order. (b) For subsequent years, ALU Fees will be payable on 01 April and/or Anniversary date every year, with full payment made on or before 15 days of the due date. (c) Yearly SF will be due and payable in full after one year from the date of installation of customization. (d) All payments made by the Licensee are non-refundable, non-adjustable, and non-transferable. (e) There will be no pro-rata adjustments for payment of ALU Fees/SF under any circumstances by the Licensee. II) Undertaking and Submission: The Licensor has informed the Licensee that the Licensor has given Vendor Empanelment Undertakings to various Exchanges. Based on this information, the Licensee agrees to undertake the following: (a) The Licensee declares and undertake that all information provided to the Licensor is complete and true. The Licensee agrees to submit copies of all statutory documents related to Know Your Customer (KYC) to the Licensor, including Address, Certificate of Incorporation, PAN/GSTN/SEBI Registration Certificates. The Licensee undertakes to promptly inform the Licensor of any changes in name, contact details, constitution, address, directorship, mergers, acquisitions, or any other relevant details, and provide updated copies thereof. (b) The Licensee confirms it is duly registered with all statutory authorities in its own name, with valid and subsisting registrations. The Licensor will not be liable if the Licensor or any statutory authority discovers that such registrations are fake, false, or improper in the future. (c) The Licensee confirms that the Back-office facility software provided by the Licensor meets licensee requirements to comply with requirements as stipulated by stock exchange/MIIs at the time of this proposal. At the discretion of the Licensor, Licensor may modify the software as necessary to ensure continued compliance with these requirements as issued from time to time. (d) The Licensee agrees that the use of the Back-office facility software provided by the Licensor does not represent or warrant that the software will be free of errors, defects, bugs, shortcomings, or limitations. The Licensee shall not use the software contrary to applicable Circulars, Byelaws, Rules, and Regulations of the Exchange and/or designated representatives/authorities. If the Licensor becomes aware of such misuse, they may immediately inform the authorities and cease support. (e) The Licensee agrees to adhere to necessary cybersecurity practices, policies, and norms specified by designated representatives/authorities regarding the use of the Back-Office facility software provided by the Licensor at the Licensee own cost. (f) The Licensee shall provide full cooperation to the Licensor in extracting/unlocking data or information from the Back-office facility software as required by designated representatives/authorities. The Licensor may do so without the Licensee's permission, in which case the confidentiality clause will be overridden. The time taken for the above work efforts will be billed at actuals to the Licensee. (g) The Licensee consents to the Licensor to release / display the Licensee's firm name, address, and contact information (mobile number & email address) as requested by designated representatives/authorities. (h) The Licensee shall ensure the following points are adequately covered for the Back-office facility.(i) Implementing methods (including malware protection) to prevent unauthorized access to the software provided on the Back-office facility. The Licensor shall not be liable for any loss, costs, or damages incurred due to the Licensee's failure to implement these measures. (ii) Taking real-time/regular backups of data as per its IT - Standard Operating Procedure (SOP). Backups of Back-office software and its databases should also be maintained at the DR site, if available. (i) The Licensee agrees that UAT cannot be used on the Live server. III) Limitation of Liability: (a) The Licensor or its designated representatives will provide the above services to the Licensee on a "Best Effort Basis". However, the Licensor shall not be liable to the Licensee for any delay or failure to perform its obligations under this service due to causes beyond its reasonable control, including but not limited to labour disputes, acts of God, government actions, floods, shortages of materials, utility failures, earthquakes, war, riots, embargoes, blockades, quarantine restrictions, lockdowns, or orders of any government agency. (b) The Licensor shall not be liable, whether in contract, tort, or otherwise, for any direct, indirect, incidental, consequential, or punitive damages arising from the use or inability to use the Software, glitches, bugs, or improper operating environments, from any entity including Government departments, Securities and Exchange Board of India, and stock exchanges. (c) In case of liability for damages related to the software, the Licensor's total liability shall not exceed the consideration paid within the last three months for the same exchange and segment from the date the Licensor is notified of any liability with substantial proof in writing. (d) The Licensee is expected to thoroughly test the Software and/or any subsequent releases/bug fixes to their satisfaction before deploying it in a live environment. IV) Upgradation of Infrastructure: (a) The Licensee agrees to upgrade and update their existing IT infrastructure, including hardware, operating systems, and patches, in accordance with guidelines and recommendations provided by the owners of the respective software and as modified by them from time to time, and to meet third-party requirements necessary for running and executing the Software provided by the owners. The Licensor shall not be liable if the Licensee operates the said Software on outdated infrastructure or fails to meet third-party requirements. (b) The Licensee shall upgrade and update their existing IT infrastructure to run the Back-office facility software(s) provided by the Licensor as advised by the Licensor. The Licensor will not be liable for any loss, costs, damages, or expenses incurred if the Licensee runs the said Back-office facility software(s) on outdated infrastructure or fails to meet third-party requirements. V) Software Enhancements: From time to time, the Licensor may provide additional improvements, enhancements, regulatory changes or compliance-related changes to the Software. Any changes taking more than 2 days to complete, will incur additional charges. The Licensee may choose whether or not to implement these enhancements and agrees to pay the applicable fees and charges if they opt to use them. The licensing terms of these enhancements shall be governed by the existing software licensing agreement between the Licensor and the Licensee, including the provision of support services outlined in this Proposal. VI) Time-frame: Subject to force majeure circumstances and receipt of timely information, the Initial Software package/ Updates / Patches / enhancements shall be installed within 6 to 8 weeks from the date of the techno-commercial clear order and advance payment, if any. Installation commitments are made in good faith, and liquidated damages are not accepted. Installation is subject to force majeure conditions, and the Licensor shall not be liable for non-performance due to such circumstances or any other reasons beyond its control. Any delay in installation shall not entitle the Licensee to cancel or refuse the ordered Software Package or services. VII) Purchase Order: (a) Purchase Orders should be addressed to: M/s. Prism Cybersoft Private Limited, D-1, Sidhpura Ind. Estate, Off L.B.S. Marg, Amrut Nagar, Ghatkopar (W), Mumbai - 400 086, INDIA. (b) Payment schedule shall follow the terms outlined in the proposal. All payments must be made via account payee cheque or bank transfer in favor of Prism Cybersoft Private Limited. Any charges or fees incurred at the Licensee's end for making payments (such as swift, RTGS, NEFT, or any other mode) shall be borne and paid by the Licensee. (c) In case of a returned cheque by the Licensee's bank for any reason, the Licensee shall bear and pay the applicable bank charges per cheque return. Additionally, a handling charge of Rs.2,000/- (Rupees two thousand only) per cheque return shall be borne and paid by the Licensee to the Licensor. VIII) Delayed Payment: (a) In case of delay in releasing the balance payment of ALU Fees / SF as per the proposal, simple interest will be charged at 18% per annum on the outstanding amount after a period of 45 days from the due date. (b) Submission of TDS Certificates: The Licensee must submit TDS Certificates to the Licensor within 120 days of the due date. Failure to do so will be considered a delayed payment. (c) The Licensee is required to include their CGST/SGST/IGST No. in the purchase order. If the Licensee is not registered, a tax declaration letter on the Licensee’s letterhead is necessary. Any tax liabilities due to changes in tax laws for ALU / SF Fee will be borne and paid by the Licensee. (d) Orders once placed cannot be cancelled unless stated otherwise. IX) Intellectual Property, Non-Disclosure & Restrictions: The Software is owned, patented, and copyrighted by the Licensor. The Licensee agrees not to: (i) Copy or republish the Software. (ii) Make the Software available to unauthorized persons. (iii) Use or access the Software to provide time-sharing or hosting services. (iv) Modify or create derivative works of the Software. (v) Remove, modify, or obscure any copyright or proprietary notices. (vi) Reverse engineer, decompile, or disassemble the Software, except as permitted by law. (vii) License, sell, rent, lease, distribute, or exploit the Software. (viii) Access the Software to build a similar or competitive product. The Licensee cannot sublicense or reproduce/distribute the Software. X) Warranty Disclaimer: (a) The Licensor does not provide warranties for the Software, patches, updates, enhancements or services. (b) The Media warranty: The media on which software provided, if any, has the warranty Period of 14 days from the date of shipment except if the software is downloaded via Internet, FTP & RDP. The Licensor warrants that the physical media on which the Software is provided is free from defects. The Licensor's sole obligation and the Licensee's exclusive remedy for any breach is to replace defective media returned within the Media Warranty Period. (c) This warranty excludes damages resulting from misuse, abuse, or neglect. THE LICENSOR DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. (d) The Licensee warrants compliance with all applicable laws, rules, and regulations, including labor laws, export/import laws, environmental laws, anti-corruption laws, and data privacy regulations. XI) Delayed Infrastructure: If the Licensee fails to provide the required infrastructure for software installation within 15 days of readiness notification by the Licensor, installation and training may be delayed. The Licensor is not liable for delays and will reschedule services based on resource availability. No refund, adjustment, or extension of ALU Fee / SF payment will be granted by the Licensee for any reason. XII) Support: (a) The Licensor will provide telephone support for technical queries related to the Software. Support is available by calling the HELP line at +91-22-4074 2929 from 09:30 AM to 18:00 PM (India time), Mondays to Fridays (excluding Bank Holidays, Government holidays, and public holidays). Technical assistance can also be requested via email at soham@prism.in. The Licensee is expected to have a general familiarity with the Program and microcomputer usage. The Licensor reserves the right to limit this service if the Licensee repeatedly requests information already provided in the User Guide or through other communication channels such as telephone, email, personal visits, or remote training. Personal visits by Licensor staff can be arranged at an additional mutually agreed cost, with outstation travel, telephone costs, and incidental charges billed at actuals. Remote online support can also be arranged at Licensee's cost, with responsibility for providing remote connectivity lying with the Licensee. The Licensor provides support services on a 'best effort basis' and may not be able to resolve all queries. (b) The Licensee shall ensure that users are adequately trained by the Licensor to operate the Back-office facility software(s) and utilize system outputs, provided on an "As Is" basis. (c) The Licensee shall facilitate trading member(s) to the Exchange for testing technical specifications of the Back-office facility software(s) in the User Acceptance Testing (UAT) environment provided by the Licensor. (d) Subject to force majeure circumstances, initial support will be provided via telephone immediately, followed by remote access if required. XIII) Non-Hire and Non-Solicitation: The Licensee agrees that during the term of this Proposal and for a period of two (2) years after discontinuation of services, it will not directly or indirectly recruit, solicit, discuss employment with, hire, employ, or engage any employee or past employee directly associated with the services offered under this Proposal by the Licensor, or induce any individual to leave the Licensor's employment. XIV) Future Modifications: Any enhancements, customizations, regulatory changes or compliance related changes and other modifications made by the Licensee to the software will be subject to separate costs. XV) Indemnification: (a) The Licensee agrees to defend, indemnify, and hold harmless the Licensor at all times from any claim (including costs, expenses, and legal fees) arising from: (i) claims that the Software infringes any intellectual property rights; (ii) failure of the Licensee to comply with warranties and obligations under this Proposal; or (iii) any Security incident resulting from the use of the Software. The Licensee will bear the expense of exercising these remedies to ensure the Licensor's interests in its Software are protected. (b) The Licensee also agrees to defend, indemnify, and hold harmless the Licensor from any loss, costs, or damages incurred during the Licensee's use of the Software if any designated authorities conduct an inquiry and discover any fraud related to the Licensee's use of the Software. (c) The Licensee undertakes to use the Software in accordance with guidelines issued by designated authorities and all relevant statutory requirements. The Licensee indemnifies the Licensor against any legal compliance breaches, losses, penalties, and charges. If the Licensor identifies any such breaches, the Software may be immediately suspended, and the Licensee will lose access to the Software. The provisions of paras I(d) and (e) relating to Payment will also apply in this case. XVII) Integration of Software: (a) This software may not be integrated or linked with any other software of the Licensee without prior written permission from the Licensor. If the Licensee intends to integrate data from the Software, they must request an API (Application Program Interface) from the Licensor, who may levy additional fees or charges for providing the API. (b) If the Licensor discovers that the Licensee has integrated the software with any third-party software without permission, it will constitute a breach of this Proposal. In such cases, this Proposal will be terminated immediately. The ALU Fee / SF paid by the Licensee will not be refundable or adjustable in any manner. XVIII) Termination: The Licensee may terminate this license at any time by giving three months’ notice and by permanently deleting all copies of the Software/API/ Customization from the Licensee’s systems. The provisions of paras I(d) and (e) relating to Payment will also apply in this case. Any unpaid ALU Fees / SF shall become immediately due and payable to the Licensor. Non-renewal of this proposal by either party before the end of the specified period or support duration shall automatically result in its termination. The Licensee agrees to permanently delete all copies of the Software from its servers in such cases. Non-payment of ALU Fees /SF, unauthorized copying, or distribution of the Software to any third party, or failure to comply with the terms of this proposal will result in immediate termination. The Licensor reserves the right to pursue additional legal remedies. Upon termination, the Licensee must promptly delete all instances of the Software from its possession. The provisions labeled PAYMENT TERMS, PROPRIETARY RIGHTS, and LIMITATION OF LIABILITY will survive any termination of this proposal. XIX) Arbitration: Any dispute, controversy, or claim arising out of or in connection with this Proposal, during or after its term, shall be settled amicably by the Parties. If not resolved amicably within 45 days of notification, the dispute shall be finally settled by arbitration under the Indian Arbitration and Conciliation Act, 1996, with the venue exclusively in Mumbai, India. The arbitration proceedings shall be conducted in English. The arbitration shall be conducted by a sole arbitrator mutually selected by the Parties. In the event of non-settlement or failure of arbitration, the liability of the Licensor shall not exceed the consideration paid within the last three months from the notification of liability. [as mentioned para III (c) above] XX) Jurisdiction: All disputes arising from this Proposal shall be subject to the exclusive jurisdiction of courts in Mumbai, India. XXI) Override Clause: This Proposal is to be read in conjunction with the attached annexure containing terms and conditions. In case of any conflict between the terms in this document and those in the annexure, the terms stated herein shall prevail. Thank you for your attention and trust in our services.