SERVICE AGREEMENT

This Service Agreement (“Agreement”) contains the terms and conditions subject to which you are allowed to
install, access and/or use the web-based technology platform and system known as Store 98 provided by Peel-
Works aimed at enabling retail store owners to connect more efficiently with the Third Party Service Providers
(“Service”).

By clicking the box indicating acceptance of this Agreement, you acknowledge and agree that you have read
and understood these terms and conditions and that this Agreement forms a legal and binding agreement
between SANKAR STORES and Peel-Works Private Limited (“Peel-Works” / “we”/ “its”) a company
incorporated in India with its office at 91 Spring Board 1st Floor Kagawala House,Behind Shaman Wheels (
Mercedes showroom) , Kalina, Santacruz East, Mumbai , Maharashtra 400098. So please do read through this
Agreement carefully and make sure you understand it before you accept this Agreement. If you do not agree to
this Agreement in its entirety, do not install or access or use any part of the Service.

Peel-Works may amend this Agreement at any time by posting the relevant amended and restated Agreement
on 30 Nov 2019 and such amendments shall be effective as of the date of posting. If you do not agree to any of
the changes, do not continue to use the Service. Your continued use of the Service after the amended and
restated Agreement is posted constitutes your agreement to, and acceptance of, the amended and restated
Agreement.

1. Definition:

1.1. Third Party Service Providers: means and includes manufacturers, marketers and/or distributors of
products sold through retail stores; distributors, wholesalers (including B2B stores) or other intermediaries that
connect retail stores like yours to manufacturers etc. of the products; e-commerce platforms that connect retail
stores like yours to end consumers and/or other service providers who provide ancillary services directly to
retail store owners to improve efficiency and scale of business such as, but not limited to those providing
services related to procurement, stock management, financing services, planogramming etc.

1.2 Party: shall mean you or Peel-Works individually and “Parties” shall mean you and Peel-Works together.

2. Acknowledgement

By accepting this Agreement, you acknowledge that you have independently evaluated the Service and its
features and are of the opinion that the Service will benefit your business by allowing you to manage your
inventory more efficiently; have a better assortment of products; allow you to place and/or receive orders for
goods more efficiently and/or avail of targeted in-store promotions or schemes that may be offered by
Participating Companies (as defined below) depending on the specific features of the Service that are made
available and subscribed to by you, all of which will allow you to provide a better shopping experience to end
consumers. In view of the same, you are desirous of subscribing to the Service.

3. Your Obligations

You further acknowledge that the benefit that you can obtain from the Service is dependent on the fulfillment
of your obligations as set out herein and accordingly, you hereby agree to diligently fulfill your obligations
under this Agreement, including the following:

3.1. Procure, install and maintain (at own cost) the minimum required hardware, software and network
requirements (collectively the “Required Infrastructure”, details of which are provided in Annexure 1) at your
retail store (if it doesn’t have this already available) and connect your billing software via internet with the
Service;
3.2. Permit Peel-Works to install the software selected by you from the recommended options (“the Software”)
at your retail store and accept, and comply with, the terms of use of the Software as per the relevant software
license agreement (“Software Agreement”);

3.3. inspect and understand the manner of working of the Software at the time of delivery and installation to
ensure that the same is in good order and working condition;

3.4. ensure that your data as specified in Annexure 2 (“Retailer Data”) is accurately and completely entered in
your computer systems using the Software and synced with the Service (using an internet connection) as per
frequency specified in Annexure 2. You understand that input of Retailer Data as required and syncing as
specified in Annexure 2 are essential and that you will not be able to benefit from the Service if you do not
comply with this Annexure 2;

3.5. if you receive any targeted in-store promotions/ schemes offered to you by any of the Participating
Companies through the Service, you are to provide the end consumer with the copy of the invoice generated
stating the details of the promotion/ schemes extended to the end-consumer and retain a copy of the invoice and
/or attached coupon detailing the promotion/ scheme for verification by Peel-Works. You understands that
retaining and making a copy of the invoice/ coupon as mentioned above and making the same available for
verification by Peel-Works are essential and that you will not be eligible to receive a credit for the promotions/
schemes passed on to the end consumer, from the relevant Participating Company if you does not comply with
this Clause 3.5. Copies of the invoices and / or attached coupons which indicate the use of the promotions /
schemes shall be maintained till the claim is settled for the month.

3.6. promptly acknowledge and respond to communications received through the Service, including but not
limited to (i) any statements of claim/ nil claims certificates that may be issued by Peel-Works on behalf of
Participating Companies and (ii) order recommendations received, if any. You acknowledge that if you do not
object to or respond to a statement of claim/ nil claims certificate within thirty (30) days from receipt of the
same, you shall be deemed to have accepted and confirmed the details as mentioned in the relevant statement
of claim/ nil claims certificate;

3.7. access and use the Service in compliance with all applicable law and exercise reasonable care and
diligence in use of the Service;

3.8. permit the Service to be used or accessed only by your personnel who are duly authorized and trained by
you. You shall be responsible for safeguarding the security and confidentiality of your user ID(s) and password
(s) used for facilitating access to the Service and will be solely responsible for any access or use of the Service
initiated using the said user ID(s) and password(s). Peel-Works shall not be responsible for any unauthorised
access of the Service as a result of failure on your part or any of your personnel to safeguard the security and
confidentiality of your user IDs and/ or passwords provided to access the Service;

3.9. to undertake such in-store merchandising activity as may be recommended by Peel-Works from time to
time; and

3.10. allow integration of Peel-Works technology with software and/ or system used at your retail store to
facilitate your interaction with manufacturers, marketers and/ or distributors of products sold through your
retail store; distributors, wholesalers (including B2B stores) or other intermediaries that connect your retail
store to the manufacturers etc. of the products; and/ or e-commerce platforms that connect retail stores to end
consumers (hereinafter referred to as “the Participating Companies”).

4. Obligation of Peel-Works

Subject to you faithfully performing your obligations as agreed in this Agreement, Peel-Works shall:
4.1. recommend the Minimum Required Infrastructure that you should purchase and install at your retail store
to be able to receive the Service and make commercially reasonable efforts to assist you to procure the same
from suitable third party vendors;

4.2. arrange for installation of the Software at your retail store and arrange for support and maintenance for the
operation and smooth working of the Software, directly and/ or through third party service providers;

4.3. make commercially reasonable efforts to engage with and sign-up manufacturers, marketers and/ or
distributors of products sold through retail stores; distributors, wholesalers (including B2B stores) or other
intermediaries that connect the retail stores to the manufacturers etc. of the products; and/ or e-commerce
platforms that connect retail stores to end consumers to improve the potential benefit you can obtain from the
use of the Service.

4.4. grant to you a non-exclusive, non-transferable, personal license to access and use the Service during the
Term (as defined in Clause 12.1 below). Peel-Works reserves all rights in and to the Service that are not
expressly granted to you in this Agreement, including the right to change or modify the Service or the features
available through the Service from time to time, as it may deem appropriate. The Service is merely licensed to
you for the Term of the Agreement in accordance with the terms of this Agreement and no other right, title or
interest in the Service is granted to you.

5. Collection, Use etc. of Data

5.1. You acknowledge that, to be able to receive the benefit from the Service, it is necessary that Retailer Data
(as defined above in Clause 3.4 above) is made available to Peel-Works through the Service. You hereby
acknowledge and understand that when you sync your systems with the Service, Retailer Data will be collected
by Peel-Works.

5.2. You hereby permit Peel-Works to collect, process (including by copying, reproduction, translation,
adaptation, arrangement and any other alteration as may be deemed reasonably necessary by Peel-Works) and
use Retailer Data made available by you to Peel-Works through the Service to enable Peel-Works to provide
the Service to you.

5.3. You hereby further permit Peel-Works to share the said Retailer Data (‘as is’ and/ or after processing) with
the Participating Companies and to permit the Participating Companies to use and process the same (including
by copying, reproduction, translation, adaptation, arrangement and any other alteration as they may deem
reasonably necessary), either directly or through its third parties, solely for the purpose of this Agreement.

5.4. You hereby further permit Peel-Works to share the said Retailer Data (‘as is’ and/or after processing) with
Third Party Service Providers and to permit the Third Party Service Providers to use and process the same
(including by copying, reproduction, translation, adaptation, arrangement and any other alteration as they may
deem reasonably necessary), either directly or through its authorised agents, solely for the purpose of enabling
the Third Party Service Providers to provide their respective services to you.

5.5. Unless otherwise agreed in writing between the Parties, you shall not share any information that relates to
any natural person who is a customer of your retail store, which information, either directly or indirectly, in
combination with other information available or likely to be available with Peel-Works, is capable of
identifying such person and includes personal information as defined under The Information Technology
(Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011
(“Consumer Data”), through the Service or otherwise, with Peel-Works. Where you, under this Agreement,
acquires, provides or make any Consumer Data available to Peel-Works, then you shall (i) procure consent (as
required by law) from the relevant customers for the collection and sharing of such information with Peel-
Works and/ or Participating Companies, and permitting Peel-Works and/ or Participating Companies to use and
process the same for the purpose of this Agreement; (ii) implement a privacy policy in accordance with
applicable law for handling of or dealing in the Consumer Data and ensure that the same is available for view
by your customers (iii) comply with all applicable laws and rules issued by any regulatory authority in
connection with the same, including by adopting and maintaining appropriate security measures for collecting
and sharing such Consumer Data, both in terms of the technology used and how it is managed; (iv) comply
with and adhere to any guidelines, codes of practice and/ or Do’s and Dont’s that Peel-Works may prescribed
in relation to acquiring, sharing or processing any Consumer Data (v) promptly, but in any event within ten
(10) days of receipt of the request, assist Peel-Works and/ or the Participating Companies with any subject
access requests which may be received from individuals to whom the Consumer Data relates. You shall keep
Peel-Works and/ or the Participating Companies indemnified against all claims or liabilities arising on account
of any loss or damage suffered by us and/ or the Participating Companies caused by the non-compliance with
this Clause 5.5 by you.

6. Confidentiality

6.1. You hereby confirm that you have the necessary rights to share Retailer Data and permit its use as
contemplated by this Agreement and you are not a party to any agreement or arrangement with any third party
that prohibits the sharing of any part of the Retailer Data.

6.2. You will not to share any confidential information with Peel-Works, its employees or representatives,
during the Term of this Agreement or thereafter. You shall ensure that your personnel are adequately trained
and informed to ensure that such information is not shared with of Peel-Works or any of its employees or
representatives during the Term of this Agreement and thereafter.

6.3. You acknowledges that information related to the Service, including but not limited to promotions or
schemes offered by the Participating Companies to your retail store through the Service (“Scheme Details”)
comprises commercial information of Peel-Works or the relevant Participating Company and also that
maintaining the confidentiality of the same is of utmost importance to maximise benefit to your retail store.
Therefore, you acknowledge and agree that all tangible and intangible information made available or disclosed
by Peel-Works to you during the course of your use of the Service, shall, inter se the Parties be deemed to
belong to and be owned by Peel-Works and is Peel-Works’ confidential information. You shall not claim any
right, title or interest on such information or divulge the same to any third party, except as expressly permitted
by this Agreement or as may be mandatorily required by any applicable law.

7. Promotions and Orders

7.1. You acknowledge that the Participating Companies shall have the sole discretion to determine the
appropriate in-store promotions or schemes it wants to offer to your retail store on such terms and conditions as
the said Participating Companies may deem appropriate.

7.2. You further acknowledge that Peel-Works merely facilitates communication of the promotions and
schemes as decided by the respective Participating Companies through the Service and that Peel-Works shall
not be responsible or liable for any and all claims for reimbursement on account of the promotions or schemes.

7.3. You understand and acknowledge that Peel-Works merely provides the Service and does not sell or offer
to sell or purchase any goods, products or other services from, or to your retail store. Any orders for goods
/products/services placed by, or received by your retail store (including by or through the Service) shall be
solely between your retail store and the relevant Participating Company that is the purchaser/ seller of the
goods/ products/ services as the case may be.

8. Non-Exclusive

8.1. You hereby acknowledge that you have entered into this Agreement on your own free will and volition and
this Agreement is a non-exclusive arrangement between the Parties. You may, if you so desires, enter into
similar arrangements with any other service provider and you may use any other similar services provided by
any other party.

8.2. The Service provided by Peel-Works and the promotions, schemes or orders are only recommendatory in
nature and you may purchase and/ or sell such products and stock taking units as is required for you as per your
sole discretion to conduct your business without any interference or inference on account of the Service.

8.3. You are at liberty to run other promotions, schemes etc. on products of any manufacturer/ marketer/
distribution company as may be required by your business. You are also at liberty to purchase or sell goods/
products/ services from/ to any party that you may choose as per your sole discretion.

9. Disclaimer of Warranties

9.1. The Service is being provided on an “as is” basis. Peel-Works disclaims all warranties, express or implied,
including but not limited to the implied warranties of merchantability and fitness for any purpose. Peel-Works
does not warrant that the Service will meet your requirements or expectations nor does it make any minimum
guarantee with respect to the promotions, schemes or orders that may be made available through the Service.

9.2. You acknowledge and agree that the Service is provided over the internet and therefore, may entail a risk
of loss, damage, corruption, or mis-transmission of data (“Loss of Data”). You further acknowledge and agree
that industry standards dictate your systematic use of products that provide comprehensive back-up of data and
software so as to prevent such loss. You hereby assume all risk of Loss of Data in any way related to or
resulting from the use or receipt of the Service.

9.3. No advice or information, whether oral or written, obtained by you from or through the Service or any
employee or representative of Peel-Works shall create any warranty not expressly stated herein.

10. Limitation of Liability

10.1. Notwithstanding anything contained in this Agreement, the total aggregate liability of the Parties arising
from or related to this Agreement shall be limited to the amount (if any) paid by you to Peel-Works pursuant to
this Agreement.

10.2. Notwithstanding any provision to the contrary, neither Party hereto shall be liable to the other Party
hereto or any other person or entity for indirect, special, incidental, consequential, punitive or exemplary
damages arising out of or in connection with this Agreement.

11. Relationship of Parties

11.1. The relation between Peel-Works and you is on a principal to principal basis and neither Party will hold
out to any party outside that it is an agent of the other.

11.2. This Agreement is an “agreement for service”. There is no express or implied relationship of employer
and employee between your representatives and Peel-Works. Peel-Works will not have any authority to
supervise or control the work of your employees, representatives or any agent and you shall have exclusive
supervision and control over your employees, representatives or agent. None of the persons engaged by you are
employees of Peel-Works for any purpose and that they shall not exercise any rights or seek any benefit
accruing to the regular employees of Peel-Works.

12. Term and Termination

12.1. This Agreement shall be binding from the time you click and accept this Agreement and will continue to
be binding unless terminated as per the terms of this Agreement.
12.2. This Agreement can be terminated by either Party, after giving thirty (30) days written notice to the other
Party without assigning any reason whatsoever.

12.3. Either Party may terminate this Agreement for material breach of this Agreement by the other Party,
which breach is not remedied within fifteen (15) days from notice calling on the other Party to remedy such
breach. Failure by you to comply with billing and/ or syncing requirements detailed in Annexure 2 shall be
deemed a material breach by you.

12.4. Either Party may terminate this Agreement by written notice to the other if the other Party ceases to carry
on its business; (ii) is placed under provisional or final liquidation, dissolution or winding up (otherwise than
for the purpose of reconstruction or merger) or under provisional or final receivership or judicial management
or (iii) becomes insolvent or compromises or attempts to compromise with its creditors.

12.5. Upon termination or expiration of this Agreement for any reason, all the rights and licenses granted
pursuant to this Agreement (including the license to use the Service) shall cease and you shall stop using the
Software and permanently delete the Software and on Peel-Works request, provide written confirmation of the
same to Peel-Works.

12.6. Termination shall be without prejudice to the accrued rights and liabilities of the Parties.

12.7. Peel-Works shall continue to use Retailer Data acquired before expiry/ termination of the Agreement,
even post expiry / termination of the Agreement.

13. Force Majeure

Neither Party shall be held responsible for failure or delay to perform all or any part of this Agreement due to
flood, fire, earthquake, drough, war or any other events beyond the reasonable control of a Party. However, the
Party affected by the event of Force Majeure shall inform the other Party of its occurrence in writing as soon as
possible.

14. Miscellaneous

14.1. Notices to Peel-Works shall be made via e-mail to Finance@peel-works.com and all notices to you shall
be made via e-mail to the e-mail address you provide us.

14.2. In the event of any legal/ judicial proceedings related to or arising out of or in connection with this
Agreement, the Parties irrevocably submit to exclusive jurisdiction of the appropriate courts of law located at
Mumbai to the exclusion of any other court that may have jurisdiction in the matter.

14.3. If any provision of this Agreement is held illegal or unenforceable by any court or other authority of
competent jurisdiction, such provision shall be deemed severable from the remaining provisions of this
Agreement and shall not affect or impair the validity or enforceability of the remaining provisions of this
Agreement in such jurisdiction and shall not affect or impair the enforceability of such provision in any other
jurisdiction.

14.4. No waiver by any Party of any default with respect to any provision, condition or requirement hereof
shall be deemed to be a continuing waiver in the future thereof or a waiver of any other provision, condition or
requirement hereof; nor shall any delay or omission of any Party to exercise any right hereunder in any manner
impair the exercise of any such right accruing to it thereafter.

14.5. You shall not assign any of your rights or obligations under this Agreement to any third party without
Peel-Works’ prior written consent.
14.6. This Agreement (which includes the Annexures referred herein) supersedes any and all of the proposals,
prior negotiations, writings, purchase orders, and discussions between the Parties, and neither of the Parties
hereto shall be bound by any conditions, definitions, representations, or warranties with respect to the subject
matter other than as set forth in this Agreement.

Annexure 1: Minimum Required Infrastructure

In order for you to be part of the program, you should ensure the below infrastructure is in place

1. You require a POS device in working condition with compatible POS software running on it.

2. In case there is no barcode scanner with the POS device, you are required to procure it.

3. It is mandatory for your retail store to have a working Internet connection.

4. You need to ensure there are other miscellaneous infrastructure in place like bar code sheets and hardware
peripherals like extension cord etc.

5. Your retail store has to have a printer to print the bills.

Annexure 2: Billing and Syncing Requirements

1. Billing mandate for you

a. You have to comply with billing every bar coded products using a bar-code scanner and ensure that there is
more than 80% scanner usage which can be verified using the keyboard

b. Printout of bills is mandatory to pass discounts to your retail store as well as the shoppers. Bills from the
keyboard will not generate discounts

c. A minimum average of 60 bills per day for the third and fourth month, thereafter a minimum average of 75
bills per day from month 5 onwards. The average bills will be calculated as (total bills in the month/ 26 days).

2. Syncing requirements are as follows:

a. You should sync your machine to Peel-Works servers at a minimum of four times daily using the Internet
connection.

3. Data requirements

a. You shall share all consumer transactions done on POS machine which is the details of all stock sold in all
bills at the relevant selling price.

b. You shall maintain a database of all sell-in data on your system and share with Peel-Works.

c. Opening stock (stock on floor) – defined as physical stock at hand of all SKUs will be shared at the time of
set-up as well as any intermediate period deemed necessary for a physical stock check.