ENTERPRISE DISTRIBUTOR AGREEMENT

This Enterprise Distributor - Enterprise Distribution Agreement (“Agreement”) is

made on 03 January 2022 at Mumbai

by and between:

RELIANCE RETAIL LIMITED, a company incorporated under the Companies Act,

1956 and having its registered office at Third floor, Court House, Lokmanya Tilak
Marg, Dhobi Talao, Mumbai – 400 002 (hereinafter referred to as “RRL” which
expression shall, unless repugnant to the context or meaning thereof shall mean and include
its successors and permitted assigns);

AND
Arpit Trading Company , whose name and address are mentioned hereunder
(hereinafter referred to as “Enterprise Distributor” or “ED”, which expression shall
unless repugnant to the context or meaning thereof shall mean and include its successors
and permitted assigns).

A sole proprietary concern/ establishment:

Name of the concern/establishment: Arpit Trading Company

Name of the Proprietor: Seema Rateria

Father's Name:

Address of the Enterprise Distributor:

Hno 100 , Gouri shankar Mandir Chowk, Raigarh

Chhattisgarh 496001

RRL and Enterprise Distributor are hereinafter collectively referred to as the

“Parties” and individually as a “Party”.

WHEREAS:
 A. RRL is engaged in the business of wholesale and retail of various products and
services, and is desirous of distributing and selling certain products and services to
enterprises, institutes and their employees and the families of such employees in the
Territory;

B. Enterprise Distributor carries on sale and distribution business in the Territory;

C. RRL wishes to appoint Enterprise Distributor, for selling and distributing

certain products and services, the details of which are provided in the Annexures to
Customers, in the Territory and Enterprise Distributor is willing to carry out such
obligations under the terms and conditions set out in this Agreement.

1. DEFINITIONS
1.1. “Affiliates” shall mean any person, directly or indirectly controlling, controlled by
or under direct, indirect or common control with, such person. For the purposes of this
definition, “control” (including any correlative meanings, like terms “controlled by” and
“under common control with”) means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of such person, whether
through the ownership of voting securities, by agreement with respect to the voting of
securities, by other agreement conferring control over management or policy decisions, by
virtue of the power to control the composition of the board of directors or managers, or
otherwise. The terms “controlling” and “controlled” shall have correlative meanings;
1.2. “Service Annexure” shall mean the specific Service Annexure attached or added to
this Agreement or communicated by RRL from time to time in relation to specific Products
and/or Services which RRL may, at its own discretion wishes to allow the ENTERPRISE
DISTRIBUTOR to perform subject to terms and conditions of the Agreement, from time
to time. Service Annexure shall form part of this Agreement and the terms of this
Agreement shall be applicable to the Service Annexure.
1.3. “Applicable Law” means all applicable laws, brought into force and effect by GoI
or the State Governments, Local/ Municipal Authorities, etc. or by any other competent,
statutory authorities etc., including rules, regulations, notifications etc. made there under,
and judgments, decrees, injunctions, writs and orders of any court of record, as may be in
force and effect during the subsistence of the Agreement;
1.4. “Activity” shall have the meaning assigned ENTERPRISE DISTRIBUTOR
pursuant to specific Service Annexure accepted by ENTERPRISE DISTRIBUTOR;
1.5. “Confidential Information” includes any data or information disclosed hereunder
(whether written, oral or graphical) that relates to the Products and/or Services, financial
or commercial information, technology, research, development, processes, know-how,
computer programs, prototypes, designs, specifications, techniques, drawings, business
development, marketing, customers including customer data or business activities, and
which is confidential or proprietary to or a trade secret of RRL , whether or not the
information is marked or identified as confidential at the time of disclosure, or that it is
reasonably apparent to the recipient that the information is confidential;
1.6. “Effective Date” shall mean the date communicated by RRL;
1.7. “Execution Date” shall mean the date of acceptance of this Agreement by
me/us/ENTERPRISE DISTRIBUTOR in any form as may be decided by RRL from time
to time;
1.8. “GoI” includes the Government of India and any of its duly authorized agency,
authority, department, inspectorate, ministry or person (whether autonomous or not)
under the lawful and effective control and direction of the Government of India;
1.9. “Intellectual Property” shall include all vested contingent and future intellectual
property rights which are either owned by RRL and/or licensed to RRL including but not
limited to goodwill, reputation, rights in Confidential Information, Software, copyright,
trademarks, logos, service marks, patents, devices, plans, models, diagrams, specifications,
source and object code materials, data and processes, design rights, patents, know how,
trade secrets, inventions, get up, database rights (whether registered or unregistered) and
any products or registrations for the protection of these rights and all renewals and
extensions thereof existing in any part of the world whether now known or created in the
future;
1.10. “ENTERPRISE DISTRIBUTOR” shall mean the Person who accepts the
Agreement and completes the appointed formalities as prescribed by RRL;
1.11. “Manual” shall mean the operational manual prepared/to be prepared by or on
behalf of RRL (which shall always remain the sole property of RRL) for use by RRL and/or
ENTERPRISE DISTRIBUTOR which sets forth information, rules, policies, operational
instructions, marketing commercial and statutory/regulatory guidelines to be adhered by
ENTERPRISE DISTRIBUTOR hereunder. Manual may be updated and modified by
RRL periodically and changes shall be communicated to ENTERPRISE DISTRIBUTOR
by RRL, from time to time;
1.12. “Products” shall have the meaning assigned to it in specific Service Annexure
executed between the Parties;
1.13. “RRL” shall mean Reliance Retail Limited, a company incorporated under the
Companies Act, 1956, having its registered office at Third floor, Court House, Lokmanya
Tilak Marg, Dhobi Talao, Mumbai - 400002
1.14. “Territory” shall have the meaning assigned to it in the applicable Service Annexure
entered from time to time; and
1.15. “Service Recipient” shall mean the person or entity to which and for which the
ENTERPRISE DISTRIBUTOR will be assigned to carry out the Activity.

2. APPOINTMENT OF ENTERPRISE DISTRIBUTOR

2.1. ENTERPRISE DISTRIBUTOR acknowledges that he is acting for the limited
purpose of this Agreement and shall not be construed, in any manner whatsoever, as a
servant or employee or partner or joint venture of RRL or its Affiliates . For the removal
of doubt, ENTERPRISE DISTRIBUTOR shall have no rights whatsoever to further sub-
franchise or sub-license the rights given under this Agreement.
2.2. Notwithstanding anything contained herein, ENTERPRISE DISTRIBUTOR shall
conduct business and execute the Activity and otherwise conduct business pursuant to this
Agreement on his/her own behalf and at his/her sole risks.
2.3. ENTERPRISE DISTRIBUTOR shall conduct business and execute the Activity in
the manner as more particularly provided in relevant Service Annexure(s).
2.4. ENTERPRISE DISTRIBUTOR understands and acknowledges that the present
engagement doesn’t guarantee any business or commitment from RRL and that
ENTERPRISE DISTRIBUTOR’s appointment for the particular activity shall be at the
discretion of RRL.
2.5. ENTERPRISE DISTRIBUTOR agrees that in order to undertake any Activity the
ENTERPRISE DISTRIBUTOR will have to undergo required training and obtain
applicable certification necessary for him/her to be eligible for the engagement for the
particular Activity as offered by RRL. It is also agreed by ENTERPRISE DISTRIBUTOR
that ENTERPRISE DISTRIBUTOR shall periodically obtain recertification, wherever
applicable, for each of the activity under the Service Annexure.
2.6. ENTERPRISE DISTRIBUTOR agrees and undertakes to make the Security Deposit,
mandated for the activity under this Agreement and more particularly stated in clause no.
3.4 of this Agreement.
2.7 It is agreed that in the event RRL wishes to introduce a new Activity or category of
Activity or wishes to discontinue a particular Activity, it shall do so by way of adding or
terminating the relevant Service Annexure for the Activity or category of Activity being
added or discontinued, as the case may be. It is further agreed that RRL may, at its sole
discretion, prescribe one or more terms, conditions, processes or procedures which may
be common to an entire category of Activity or all or some of them and which will be
provided as such in the relevant Service Annexure either specifically or by reference;

3. ASSIGNING THE ACTIVITY TO ENTERPRISE DISTRIBUTOR, TERMS

OF DELIVERY & PAYMENT
3.1. The processes related to assignment of the Activity to ENTERPRISE
DISTRIBUTOR, invoicing, fulfilment of Activity, delivery & inspection of the Activity
and related/ associated terms and conditions including consideration, payment terms, cost
of delivery, return and refund policies, applicable taxes etc. shall be detailed out in the
relevant Service Annexure of an Activity and/or Manual as may be communicated to
ENTERPRISE DISTRIBUTOR from time to time.
3.2. If the performance of the Services require usage of tools or equipment then,
ENTERPRISE DISTRIBUTOR need to procure required tools, equipment, etc. as
 advised by RRL for the purpose of performance of the Activities under the relevant Service
Annexure.
3.4 The ENTERPRISE DISTRIBUTOR shall be liable to make payment towards the
“interest free security deposit) (hereinafter referred to as “Security Deposit”), as may be
communicated by RRL from time to time. RRL will be entitled to adjust the Security
Deposit amount against any amount recoverable from Enterprise Distributor towards RRL
or any of it’s Affiliates. In the event the Security Deposit amount is adjusted by RRL for
itself or any of it’s Affiliates then, pursuant to provisions of this Agreement the Enterprise
Distributor shall within 10 days from the date of adjustment of Security Deposit by RRL
as stated above shall be restored to the amount of Security Deposit as communicated by
RRL. If Enterprise Distributor fails or neglects the restoration of Security Deposit then
without prejudice to any other remedies available to RRL in law or in contract, RRL will
be entitled to stop business under this Agreement with immediate effect. Further, upon
the expiration or early termination of this Agreement, RRL will be entitled to adjust the
Security Deposit amount against any amount recoverable from Enterprise Distributor
towards RRL or any of its Affiliates and thereby refund the balance Security Deposit to
Enterprise Distributor and if Security Deposit is insufficient for adjusting the dues as stated
in this clause then Enterprise Distributor shall be liable to pay the balance amount to RRL
or its Affiliates.

4. Tax Provisions:

4.1 Goods and Services Tax related Terms and Conditions: In case the
ENTERPRISE DISTRIBUTOR is not registered under the GST Act, it needs to
give declaration to that effect as per the format annexed in Annexure B. However,
if the ENTERPRISE DISTRIBUTOR is registered then he/she needs to qualify
the following provisions:

4.2 For the purposes of this Agreement, GST shall include the Central Goods and
Services Tax (‘CGST’), the State Goods and Services Tax (‘SGST’) / Union
Territories Goods and Service Tax (‘UTGST’) and/or the Integrated
Goods, Services Tax (‘IGST’), and GST Compensation Cess (Cess)as may be
applicable;
4.3 In due compliance of its obligations, ENTERPRISE DISTRIBUTOR shall remit
the GST so charged (as applicable) from RRL, subject to a valid invoice / debit
note, to the appropriate government authority and file GST returns as prescribed,
within the statutory timelines, mentioning all appropriate and relevant information
including GST registration as provided to ENTERPRISE
DISTRIBUTOR by RRL on the GSTN platform, which enables RRL to
claim timely credit of GST in the appropriate GST registration. In the event the
credit of GST is not granted or denied to RRL under its appropriate GST
 registration, which has been provided to ENTERPRISE DISTRIBUTOR, under
applicable laws for non-payment of taxes charged to RRL, or on account of any
non-compliance (including but not limited to non-filing of information, non-filing
of returns, non-payment of appropriate GST to appropriate government)/incorrect
submission of information on the GSTN platform), then ENTERPRISE
DISTRIBUTOR shall always be vigilant and rectify the said non-
compliances/errors to ensure that RRL gets the credit in the subsequent month.  In
the event, the non-compliance/ error is not rectified by ENTERPRISE
DISTRIBUTOR as above, then RRL shall have the right to withhold such
shortfall against any subsequent payments of the Consideration payable
to ENTERPRISE DISTRIBUTOR or recover the amount of equal to loss of GST
input tax credit along with the interest, penalty and/or any other cost
from ENTERPRISE DISTRIBUTOR, however in case of subsequent granting of
credit to RRL upon compliance by ENTERPRISE DISTRIBUTOR, RRL shall
refund the money so recovered from ENTERPRISE DISTRIBUTOR on account
of denial of credit, excluding the interest and penalty which may already have been
deposited with the government in accordance with GST Law.
4.4 The tax charged by ENTERPRISE DISTRIBUTOR in the invoice would be paid
by RRL, only after the credit is reflected on GSTN platform by filing of GSTR-1
and GSTR -3B by the ENTERPRISE DISTRIBUTOR within the time prescribed;
4.5 If RRL has already paid the Consideration and there is a decrease in such
Consideration due to downward revision of price, then ENTERPRISE
DISTRIBUTOR shall issue to RRL a credit note for the differential amount. The
credit note should be issued in accordance with applicable laws. RRL shall, upon
receipt of credit note, ensure to reverse the GST credit to the extent of GST shown
in the mutually agreed credit notes issued by ENTERPRISE DISTRIBUTOR in
his valid return ;
4.6 If there is an increase in the Consideration due to provision of additional
deliverables and agreed by RRL, then ENTERPRISE DISTRIBUTOR will issue
to RRL a debit note for the differential amount. The debit note should be issued in
accordance with applicable laws;
4.7 All invoices credit notes and debit notes issued by ENTERPRISE
DISTRIBUTOR must set out the various taxes that are charged including but not
limited to the GST. All invoices, debit notes and credit notes must be issued in
accordance with the applicable laws and should be sent to RRL, within 7 (seven)
calendar days of its issue. If any invoice or debit note or does not set out the taxes
that are payable with respect to such invoice or debit note or timely uploaded on
the GSTN portal, then RRL will not be required to pay any such taxes and such
taxes will be borne by ENTERPRISE DISTRIBUTOR; All the credit note/ debit
notes issued must have references of their mother/ original invoice.
4.8 ENTERPRISE DISTRIBUTOR shall nominate a person who will be single point
of contact for RRL, for all communication regarding any discrepancy on GSTN
reporting by ENTERPRISE DISTRIBUTOR. Any change in name of person,
address, phone number should be communicated to RRL as soon as possible after
 such change. Responsibility of failure to communicate such change would be
entirely on the ENTERPRISE DISTRIBUTOR;
4.9 If any tax proceedings are initiated against a Party, in relation to the transactions
contemplated under this Agreement, the other Party shall fully co-operate by
furnishing all information as available on timely basis as may be required by such
Party, including but not limited to confirmation of booking/accrual of expense;
and
4.10 As and when there is any change in the GST rules, acts, regulations on input credit
(which are available in public domain as on date of signing this Agreement), the
Parties shall discuss the provisions relating to the same and may enter into a further
amendment, if required, to address each other’s concerns in relation to such
compliance. The term “invoice” used in this Clause shall mean accurate and valid
signed invoice.
4.11 ENTERPRISE DISTRIBUTOR should comply with the provisions of E-
invoicing, if applicable, based on threshold limit of turnover as per the provisions
of GST.

Provisions related to Direct Tax:

All payments / credits to Arpit Trading Company shall be made after deduction of tax at source in
accordance with the applicable provisions of the Income-tax Act, 1961. Reliance will deduct such tax from
the payments and deposit the same with the appropriate Governmental Authorities. Subject to Arpit
Trading Company providing PAN, necessary TDS certificates in respect of tax deducted by Reliance shall
be issued to Arpit Trading Company in accordance to the provisions of the Income-tax Act, 1961 and
Income-tax Rules, 1962. Arpit Trading Company confirms that in respect of all the sums due to it from
Reliance under this Agreement, Arpit Trading Company will:
a) duly furnish its return of income under section 139 of the Income-tax Act, 1961;
b) include such sums/ amount payable under this agreement for computing income in such return
of income;
c) duly pay any tax due on the income declared in such return of income;
and whenever requested by Reliance, Arpit Trading Company shall furnish a certificate confirming the
above, from an accountant in accordance with the provision of the Income-tax Act, 1961 read with
Income tax Rules, 1962.”

5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF

ENTERPRISE DISTRIBUTOR
5.1. ENTERPRISE DISTRIBUTOR is duly organized, validly existing, in good
standing, qualified to do business within the Territory and is legally authorized to enter
into this Agreement;
5.2. ENTERPRISE DISTRIBUTOR is entering into this Agreement on his/her own,
to carry out Activities by himself/herself, and not for or on behalf of any third person, and
ENTERPRISE DISTRIBUTOR shall provide RRL with proof of the same, as and when
required by RRL.
5.3. ENTERPRISE DISTRIBUTOR shall install and use, certain software, systems
and/or platforms of the specification as detailed out in the Manual or as instructed by RRL
from time to time (hereinafter referred to as “Software”). ENTERPRISE DISTRIBUTOR
shall use such Software solely for the purposes of carrying on the business related to
Activity and as advised RRL from time to time;
5.4. ENTERPRISE DISTRIBUTOR agrees, undertakes to comply with all the Standard
Operating Procedure (SOP) as stated in relevant Service Annexure or as may be
communicated by RRL from time to time.
5.5. ENTERPRISE DISTRIBUTOR shall, if required for the execution of the Activity
utilize the applicable Equipment, only for the limited purpose as prescribed herein and
shall not use the Equipment for any third person, or entity or any other purpose not
permitted under this Agreement or by Applicable Law;
5.6. ENTERPRISE DISTRIBUTOR shall promptly and properly comply with all the
terms and conditions of this Agreement, as may be amended from time to time including
all Applicable Laws, Manual, Service Annexure, etc., any change in the provisions of this
Agreement which may become necessary due to change in any Applicable Law or any
change in the conditions of the license granted by any regulatory authority in relation to
the Activity, Equipment, or materials, to RRL or its Affiliates;
5.7. RRL may provide advertisement and marketing material to ENTERPRISE
DISTRIBUTOR from time to time and ENTERPRISE DISTRIBUTOR shall use such
material for advertising purposes strictly in accordance with the Manual or instructions
provided by the RRL. ENTERPRISE DISTRIBUTOR agrees that all rights in and related
to the advertising material provided by RRL shall belong to RRL and ENTERPRISE
DISTRIBUTOR shall not misuse or copy the same for any other purpose;
5.8. It is agreed that ENTERPRISE DISTRIBUTOR shall not make any commitments,
promises or representations, warranties, express or implied, to the customer with respect
to the Activity other than those specifically intimated by RRL and/or stated in the Service
Annexure. It is further agreed that ENTERPRISE DISTRIBUTOR shall ensure that all
related statutory/legal compliances as prescribed in the relevant Service Annexure and/or
Manual have been complied with by it including the DoT/TRAI guidelines issued from
time to time and shall sign the ACT letter and acknowledge and abide by the contents and
provisions of the same;
5.9. ENTERPRISE DISTRIBUTOR agrees that it will not use in any way for its own
account or the account of any third party, nor disclose to any third party, any such
Confidential Information revealed to it in written or other tangible form or orally, identified
as confidential, by RRL. ENTERPRISE DISTRIBUTOR shall take every reasonable
precaution to protect the confidentiality of such Confidential Information;
5.10. ENTERPRISE DISTRIBUTOR acknowledges that the Intellectual Property is
owned by or licensed (explicit or implied) to RRL and its Affiliates and that ENTERPRISE
DISTRIBUTOR shall acquire no rights in the Intellectual Property by reason of use of the
same by ENTERPRISE DISTRIBUTOR. ENTERPRISE DISTRIBUTOR shall use the
Intellectual Property exclusively for carrying out execution and fulfilment of Activity as
envisaged under this Agreement.
5.11. ENTERPRISE DISTRIBUTOR represents and warrants that he shall maintain
adequate and appropriate insurance from an insurance company for all losses and damages
arising out of or in relation to the Activities under this Agreement or arising out of the acts
or omissions of the ENTERPRISE DISTRIBUTOR and shall not hold RRL liable for the
same; and
5.12. ENTERPRISE DISTRIBUTOR hereby agrees to indemnify and hold harmless
RRL and its shareholders, directors and employees (collectively the “Indemnified Parties”),
against all actions, proceedings, claims, liabilities (including statutory liabilities), penalties,
demands and costs (including without limitation, legal costs), awards, damages, losses
and/or expenses however arising as a result of breach of any representation, warranty,
covenant, undertaking given by ENTERPRISE DISTRIBUTOR herein, or for any fines,
penalties or interest imposed directly or indirectly on the Indemnified Parties on account
of ENTERPRISE DISTRIBUTOR’s activities, commissions or omissions under this
Agreement, or for any gross negligent act of ENTERPRISE DISTRIBUTOR (or of any
of its employees, agents, visitors etc.) or any claim or liability made against the Indemnified
Parties which pertains to the terms of this Agreement and may be claimed against the
Indemnified Parties including without limitation, tax and other statutory liabilities, salaries
and other dues towards consumer claims, intellectual property claims, claims with respect
to compliance with Applicable Laws and for any damages, additional costs incurred on
account of any default by ENTERPRISE DISTRIBUTOR and any actions or claims
resulting from misbehaviour or inappropriate behaviour of ENTERPRISE
DISTRIBUTOR at the Customer locations.
5.12.1. Indemnify and hold Company Indemnitees harmless from and against any and all
(a) claims, suits and actions which are brought against; and (b) all losses (including loss of
input tax credit, payment of interest, or imposition of penalties) incurred by the Company
Indemnitees for or relating to non-compliance by the User of the requirements under the
GST Law, including as set forth in this Section.

6. Service Annexure(s)
6.1. The activity that will be performed by ENTERPRISE DISTRIBUTOR shall be
stated in relevant Service Annexure. All the Service Annexures will form part of this
document and the Service Annexure will have unique name, purpose and Service Annexure
Number.

7. Data Privacy & Protection

7.1. ENTERPRISE DISTRIBUTOR shall comply with relevant security standards/
regulations/guidelines, system requirements including software and hardware as may be
applicable to the conduct of the business contemplated under this Agreement, and for
protection, confidentiality requirements with respect to Consumer information, transaction
data, and ensure that there are proper encryption and security measures at its Hardware
Device(s), including software, application, etc. used in the Hardware Device(s).
ENTERPRISE DISTRIBUTOR shall comply with its statutory obligations as regards data
security compliances including but not limited to the Information Technology Act, 2000,
and Rules made thereunder (as amended from time to time). ENTERPRISE
DISTRIBUTOR shall comply with any and all data protection, privacy or similar laws of
India (“Data Protection Laws”), that apply in relation to any personal (including sensitive
personal information) data, delivered, stored or processed while dealing with the Consumer
in connection with such information or data (“Protected Data”), and render such assistance
and co-operation as is reasonably necessary or reasonably requested by RRL.
ENTERPRISE DISTRIBUTOR shall be obligated to deliver all Protected Data to RRL
and shall not retain or use the Protected Data for any purposes whatsoever, save and except
to the extent that such Protected Data or part thereof is necessary for the rendering of the
Services contemplated herein. ENTERPRISE DISTRIBUTOR shall strictly comply with
all data protection requirements, which shall be as per the Applicable Laws, directions
issued by, GoI, etc., and shall be complied by the ENTERPRISE DISTRIBUTOR to
facilitate/process the Products and/or Services to Consumers. ENTERPRISE
DISTRIBUTOR shall ensure confidentiality of Consumer data, Protected Data, and shall
not engage in any actions which may infringe the privacy of the Consumers.

8. GOVERNING LAW AND DISPUTE RESOLUTION

8.1. This Agreement shall be construed and interpreted in accordance with laws of India.
Any dispute or difference arising out of or in connection with the interpretation or
implementation or breach / alleged breach of this Agreement(‘Dispute’), shall be referred
to and settled by arbitration in accordance with the Arbitration and Conciliation Act, 1996
by a sole arbitrator appointed by RRL. The arbitration shall be conducted in the English
language. The seat of arbitration shall be Mumbai. Subject to what is stated hereinabove,
the Courts at Mumbai shall have sole and exclusive jurisdiction in respect of all matters
arising out of or in connection with this Agreement. Each party shall bear their own cost
of litigation.

9. TERM AND TERMINATION

9.1. Term This Agreement shall come into force and shall remain in effect for the
period of one year from the Effective Date and shall automatically stand renewed for
further terms of one year each, unless terminated earlier under the provisions of this
Agreement (the “Term”). The term for carrying out specific Activity shall be as specified
in the specific Service Annexure. RRL shall be entitled to terminate this Agreement without
any cause during the Term of the Agreement, after serving a written notice of 15 days to
ENTERPRISE DISTRIBUTOR.
9.2. Termination for Default: if ENTERPRISE DISTRIBUTOR defaults any of the
provision of this Agreement or any Service Annexure, if the default if capable of being
cured then if ENTERPRISE DISTRIBUTOR fails to cure and in other cases on
occurrence of default, RRL will be entitled to terminate the Agreement and all Service
Annexures,
9.3. Upon termination of this Agreement or any Service Annexure(s), RRL shall be
entitled to disallow or terminate access and/or ability to use the Equipment, Products
and/or materials for any of the activity under this Agreement or relevant Service
Annexure(s).
9.4. Consequences of Termination
9.1.1 ENTERPRISE DISTRIBUTOR shall cease holding itself out as an ENTERPRISE
DISTRIBUTOR for provision of the Activity and cease to use the Intellectual Property of
RRL its Affiliates. Upon termination of the Agreement, ENTERPRISE DISTRIBUTOR
shall return all the Products and/or Equipment lying with it on terms and conditions set
out in the Agreement only;
9.1.2 ENTERPRISE DISTRIBUTOR’s Appointment shall be withdrawn and /or
terminated for all the activities for which ENTERPRISE DISTRIBUTOR has been
Appointed.
9.1.3 ENTERPRISE DISTRIBUTOR shall be entitled for full and final settlement after
completion of 90 days from the date of Termination.
9.1.4 ENTERPRISE DISTRIBUTOR shall cease using and return all Confidential
Information, Equipment, Product, Software and Intellectual Property and remove all
Software (including any back-up and cache files), promotional material, and other materials
belonging to RRL. ENTERPRISE DISTRIBUTOR shall not make or retain any
copies/back-up files of any Confidential Information and Intellectual Property that may
have been entrusted to it. ENTERPRISE DISTRIBUTOR’s use and enjoyment of any
such property or any benefits accruing thereof shall be considered as illegal and deemed to
be a criminal misappropriation and trespass.
9.2 Notwithstanding anything contained in this Agreement, RRL shall have a right to
inspect and take copies of any records maintained by ENTERPRISE DISTRIBUTOR
with respect to performance of its obligations hereunder, even after termination of this
Agreement for up to seven (7) years post termination.

10. MISCELLANEOUS
 10.1. Assignment: It is hereby agreed that ENTERPRISE DISTRIBUTOR shall not
assign or transfer the Agreement or any rights and obligations hereunder to any other
person without the prior written approval of RRL. Any change in the management or
Control (as defined under “Affiliates”) of ENTERPRISE DISTRIBUTOR shall be
deemed to be an assignment requiring the prior written approval of RRL.
10.2. Subcontracting: It is hereby agreed that ENTERPRISE DISTRIBUTOR shall not
subcontract or delegate or handover or transfer the Agreement any of the individual Service
Annexure or any rights and obligations hereunder to any other person without the prior
written approval of RRL.
10.3. Notices: All notices, requests, claims, demands and other communications under
the Agreement shall be in writing addressed to the Party concerned at the address available
in the records of the RRL. In addition, and notwithstanding, ENTERPRISE
DISTRIBUTOR hereby expressly consents and authorizes RRL and/or its authorised
representative to send any communications, document, content by way of WhatsApp or
any other electronic mode of communication.
10.4. Amendment: Any amendment to this Agreement shall be only by way of a written
agreement between the Parties.
10.5. Waiver: No waiver of any breach of any provision of the Agreement shall constitute
a waiver of any prior, concurrent or subsequent breach of the same or of any other
provisions hereof.
10.6. If the terms and conditions stated herein are in conflict with any terms and
conditions agreed by the parties, in such situation the terms which are subsequently, to the
extent in conflicting with earlier terms and conditions shall survive.

For Reliance Retail Limited For Enterprise Distributor

Name: Name:Seema Rateria
Title: Title: Proprietor
Date: 3-Jan-22 Date: 3-Jan-22
 ANNEXURE – ENTERPRISE DISTRIBUTOR SERVICES
S. No. Particulars Details
1. Definitions 1. “Activation/Installation Charge” shall mean the
charges payable by Customer to RRL towards the
Installation and /or Activation of the Services for the
customer.
2. “CAF” or “Customer Acquisition Form” means or
refers to the physical or electronic form prescribed by
the Competent Authority as mandatorily required to be
filled (supplemented by with requisite declaratory
information and proof of identification and address),
executed and/ or signed and /or accepted (as
appropriate) by any Customer and which is an
agreement between the Customer and the Telecom
Service Provider in order to subscribe to
Telecommunication Services as per the terms of
License and directions of the Competent Authority,
from time to time;
3. “Competent Authority” includes without limitation,
the Government of India, Ministry of Communication
& Information Technology, Department of
Telecommunications (DoT), Telecom Regulatory
Authority of India (TRAI), Telecom Dispute
Settlement and Appellant Tribunal (TDSAT), the
relevant State Government or other statutory and local
authorities, courts, tribunals, etc. as the case may be;
4. “Customer” means any company, proprietorship or
partnership firm or such other party or entity or person
who wishes to avail Services;
5. “Optical Network Terminal” shall mean Subscriber
End Equipment
6. “Telecom Service Provider” shall mean and include
telecom operators holding a Unified License granted by
the Department of Telecommunications, Government
of India;
7. “Any Other service provider” shall mean and include
the services made available by RRL from any third-
party for the purpose of the Customer of RRL and/or
Enterprise Distributor.
 8. “Plan” shall mean the subscription plan selected by
the Customer for the Services.
9. “Services” shall mean Wireline, Wireless , Digital
and any other services made available by RRL from
Telecom Service Provider or any other service provider
2. “Customer On For the purpose of this Annexure, the term “Customer On
Boarding Boarding Services”, shall mean on-boarding the Customer
Services” who wish to avail Services.
3. Customer A. ENTERPRISE DISTRIBUTOR for the purpose of
Acquisition & rendering the services shall have PRM ID registered with
Order Processing RRL.
B. ENTERPRISE DISTRIBUTOR shall approach the
potential and prospective Customer by offering the
Customer, the Services.
C. ENTERPRISE DISTRIBUTOR shall provide
correct, complete information about the Services and/or
Plan and shall not misrepresent the quality, performance,
service level of the Services. ENTERPRISE
DISTRIBUTOR shall provide only such information
about the Services which authorised by RRL or by Telecom
Service Provider or any other service provider through
RRL.
D. For Acquisition of the Customer, ENTERPRISE
DISTRIBUTOR shall follow the below given procedure or
any other procedure communicate by RRL from time to
time.
i. ENTERPRISE DISTRIBUTOR shall approach
Customers in locations where Services (all or few of the
services as defined in term “Services”) are available and/or
serviceable by RRL .
ii. ENTERPRISE DISTRIBUTOR shall approach the
potential customer on the appointed date and time.
iii. ENTERPRISE DISTRIBUTOR shall give correct
and complete information to the Customer.
iv. ENTERPRISE DISTRIBUTOR shall guide the
Customer for review and acceptance of the applicable
Terms and Conditions for availing the Services.
 v. ENTERPRISE DISTRIBUTOR will guide
customer to complete the sales journey either online or
offline mode
vi. ENTERPRISE DISTRIBUTOR shall not ask for
physical copy of the Photograph, Proof of Address and
Proof identity from the Customer.
vii. ENTERPRISE DISTRIBUTOR shall not collect
any cash or cash equivalent from the Customer.
4. Incentive, its ENTERPRISE DISTRIBUTOR will be entitled for the
computation and compensation in the form of Incentive for successful
Payment to completion of below given activities under this Annexure:
ENTERPRISE
On Successful Acquisition of Customer for the Services,
DISTRIBUTOR.
the ENTERPRISE DISTRIBUTOR will be entitled for the
compensation as stated herein or as communicated by
Reliance from time to time. The Successful Acquisition of
the Customer means, when Customer (i) completes the
formalities for the Services (ii) makes all applicable
payment(s) and (iii) the Services installed and/or activated
for the Customer.
In case of clawback of incentive with reference to any terms
and conditions mentioned in the incentive scheme
communicated from time to time, the ENTERPRISE
DISTRIBUTOR shall raise an Credit Note on RRL as per
applicable GST provision.
The compensation payable to ENTERPRISE
DISTRIBUTOR for conducting above stated activity and
any other activity added subsequently shall be paid as per
the scheme communicated by RRL from time to time.
The payment of compensation shall be made on monthly
basis or such other frequency decided by RRL from time
to time. The applicable payment towards compensation for
Successful Acquisition of Customer will be made in 10 days
from the completion of the Incentive Period.
All credits / payments to ENTERPRISE DISTRIBUTOR
shall be credited / paid after deduction of tax at source as
per the applicable provision of the Income Tax Act 1961
and rules made thereunder.
 5. Compliance with ENTERPRISE DISTRIBUTOR shall ensure that at all
operating code of time ENTERPRISE DISTRIBUTOR shall conduct the
conduct activity under this Annexure strictly as per the procedure
laid down by RRL and in good faith, honestly.
6. Statutory It will be an integral responsibility of ENTERPRISE
Compliance DISTRIBUTOR to ensure that all obligations that are
required to be mandatorily fulfilled by a ENTERPRISE
DISTRIBUTOR only.
7. Reporting ENTERPRISE DISTRIBUTOR shall prepare and
maintain, and submit to RRL on a timely basis, all
documentation and reports as may be requested by RRL
from time to time to be prepared, maintained or submitted
in a prescribed format as may be communicated to
ENTERPRISE DISTRIBUTOR from time to time.
8. “Territory” The Territory of ENTERPRISE DISTRIBUTOR shall be
the entire state in which ENTERPRISE DISTRIBUTOR
has a principal place of business or as assigned from time
to time
9. “Term” This Annexure (Annexure-ENTERPRISE
DISTRIBUTORSERVICES) shall be valid for one (1) year
from the date of signing of this Annexure by
ENTERPRISE DISTRIBUTOR, which shall stand
automatically renewed for the further terms of one year
each, unless terminated by either Party pursuant to clause
no.9.
10. “Termination of RRL shall be entitled to terminate this Annexure
Annexure – (Annexure – Services) without any cause during the Term
ENTERPRISE of the Annexure-Services after serving a written notice of
DISTRIBUTOR” termination to the ENTERPRISE DISTRIBUTOR.
Notwithstanding the above, this Annexure (Annexure-
ENTERPRISE DISTRIBUTOR) shall get automatically
terminated and cease to be effective upon termination of
the Enterprise Distributor Agreement pursuant to clause 9.

For Reliance Retail Limited For Enterprise Distributor

Signature : Signature :
Name: Name:Seema Rateria
Title: Title: Proprietor
Date: 3-Jan-22 Date: 3-Jan-22
 ANNEXURE – S1
Telecommunication Services

S. No. Particulars Details

1. Definitions 1. “Activation Charge” shall mean the nominal
amount charged by the Vendor to a customer
for activating Telecommunication Services for
the customer and which shall be charged by the
Retail Distributor at the time of providing an
SUK to a prospective Subscriber.

2. “CAF” or “Customer Acquisition Form”

means or refers to the form prescribed by the
Competent Authority as mandatorily required to
be filled (supplemented by with requisite
declaratory information and proof of
identification and address), executed and/ or
signed (as appropriate) by any Customer and
which is an agreement between the Customer
and the Telecom Service Provider in order to
subscribe to Telecommunication Services as per
the terms of License and directions of the
Competent Authority, from time to time;

3. “Chargeback” shall mean adjustments made in

the consideration paid to the Enterprise
Distributor (ED) in recognition of unusual or
non-recurring transactions; changes in
Applicable Laws, regulations or accounting
principles; adjustment of business plan or
consideration; or in the event RRL determines
that such adjustments are appropriate in order to
prevent dilution or enlargement of the benefits
or potential benefits;

4. “Competent Authority” includes without

limitation, the Government of India, Ministry of
 Communication & Information Technology,
Department of Telecommunications (DoT),
Telecom Regulatory Authority of India (TRAI),
Telecom Dispute Settlement and Appellant
Tribunal (TDSAT), the relevant State
Government or other statutory and local
authorities, courts, tribunals, etc. as the case may
be;

5. “SIM Card” means ‘Subscriber Identity

Module’ being an embedded integrated circuit
chip which upon valid activation securely stores
the service-subscriber key (IMSI) used to
identify any mobile subscriber on mobile
telephone devices (such as mobile handset
device / mobile phones), and on activation
contains its unique serial number, internationally
unique number of the mobile user (IMSI),
security authentication and ciphering
information, temporary information related to
the telecom service provider’s local network
(also temporary local ID that has been issued to
mobile subscriber), a list of the services the
Subscriber has access to and two passwords.
The SIM shall always remain the property of the
Vendor;

6. “Subscriber” or “Customer” means any

individual, company, proprietorship or
partnership firm or such other party or entity or
person for whom Telecommunication Services
have been activated by the Vendor;

7. “SUK” shall mean start-up kit and include un-

activated SIM Card with or without air time,
service instruction manual, and other materials
related to Services, necessary for rendering
Telecommunication Services by the Vendor;
 8. “Telecom Service Provider” shall mean and
include telecom operators holding a Unified
License granted by the Department of
Telecommunications, Government of India;

9. “Telecommunication Services” shall mean

telecommunication and other value added
services rendered by a Telecom Service
Provider, pursuant to the Unified License issued
by DoT; and

10. Unified License means the license, granted by

Department of Telecommunications,
Government of India under Section 4 of the
Telegraph Act, 1885.
2. “Vendor” Vendor for the purpose of Annexure-S1 shall be the
Telecom Service Providers providing
Telecommunication Services to be distributed under
Annexure-S1.
3. “Services” The term Services, for the purposes of Annexure-
S1, shall mean Telecommunication Services and
which shall be sold/ distributed by ED by way of
rendering services relating to receiving, stocking,
deploying, commissioning/ activation related
activities, in relation to the Vendor’s SUK including
SIM Card, instruction manual, etc., and also includes
verification of Subscribers, collecting documents,
on an agreed consideration /Service Fee as may be
decided by RRL from time to time.
4. “Business Plan” ED shall provide weekly rolling sale/distribution
and inventory forecast for the SUKs and Services.
5. Inventory Planning & ED shall maintain inventory levels for the SUKs and
Order Processing materials related to Services (including CAF) as per
the mutually agreed business plan.
Pursuant to the agreed inventory levels and Business
Plan, ED shall place requisition orders for SUKs
and materials related to Services (including CAF) as
per the process detailed in the Manual.
 RRL may, in order to achieve efficiencies in sales &
distribution, at its discretion, specify minimum
requisition quantities (MRQ) for the SUKs and
materials related to Services (including CAF) and all
orders shall be subject to such MRQ. MRQs for the
SUKs and materials related to Services (including
CAF) shall be subject to change by RRL from time
to time.
6. Order fulfilment and Upon receipt of the requisition order, RRL will raise
Delivery appropriate documents [invoice cum delivery
challan (“Invoice”) or stock transfer note cum
delivery challan (“STN”)] and make deliveries as per
the quantity mentioned in the Invoice or STN. RRL
shall make every effort to execute the Invoices /
STNs efficiently but shall not be responsible, for any
loss, damage, or other liability suffered or incurred
by ED, due to any failure or delay on RRL’s part in
effecting delivery of the SUKs and materials related
to Services (including CAF).
RRL shall deliver the SUKs and materials related to
Services (including CAF) to the designated Delivery
Points as specified in the requisition order and as
mutually agreed (“Delivery Point”). The delivery of
the SUKs and materials related to Services
(including CAF) to the Delivery Point shall be the
responsibility of RRL. It is hereby agreed that it shall
be the responsibility of ED to collect the SUKs and
materials related to Services (including CAF) from
the Delivery Point immediately.
ED shall inspect the SUKs and materials related to
Services (including CAF) and intimate in writing,
within 1 day of any damages/ defects or otherwise
shortages in the SUKs and materials related to
Services (including CAF) so delivered, to RRL. RRL
after investigation shall replace the said
damaged/defective/short shipment or shall issue a
credit note for the same within 3 days of such
intimation. In case no intimation is received as per
the above timelines, ED shall be deemed to have
accepted the shipment as being in order and any
defects caused or found thereafter shall be to the
 account of ED and RRL shall not be liable for the
same in any manner whatsoever.

7. Activation Charge Activation Charge payable by ED and charged by

RRL for SUKs shall be as per the charges mentioned
in the charge list provided/ published by RRL from
time to time.
ED acknowledges that RRL shall have the right,
exercisable from time to time in RRL’s sole
discretion, to change the charge list by notifying ED
and new charges shall apply immediately to all
pending orders & stocks that have not been
dispatched and those that are with the ED at the
time of notification. ED shall ensure that the charge
list and the new charges shall be accordingly
intimated and shall apply to the Retailer Distributors
in the same manner.
Activation Charge shall be inclusive of all applicable
taxes including Goods & Service Tax (GST), etc. on
sale/ supply of goods or services. ED agrees and
acknowledges that the Activation Charge as
mentioned on the SUKs shall be exclusive of transit
insurance, shipping/ freight charges and other
transportation charges and other applicable
local/municipal charges.
8. “Credit Period” Credit Period for the purposes of Annexure-S1 shall
be as communicated by RRL from time to time.
9. Payment Terms & Unless otherwise agreed, all supplies shall be against
Penalties on Delay payment of full STN/ Invoice value in advance by
the ED, subject to Credit Period, if any. All
payments subject to Credit Period shall be made on
the due date failing which the ED shall be liable for
interest as per the policy for delayed payments.
10. “Service Fees” Service Fees, as agreed between RRL and ED from
time to time, shall become due and payable by RRL
subject to successful activation of SIM. Service Fees
shall be inclusive of Goods & Service Tax (GST), as
 applicable, on Service Fees to be charged by ED to
RRL, Process for invoicing such consideration and
periodicity shall be as laid down in the Manual.
In case of clawback of service fee with reference to
any terms and conditions mentioned in the scheme
communicated from time to time, the
ENTERPRISE DISTRIBUTOR shall raise an
Credit Note on RRL as per applicable GST
provision.
Goods & Service Tax (if applicable) shall be payable
by the ED as per RRL’s invoice.
11. “TDS” All payments under this Annexure shall be subject
to tax deducted at source (TDS) in accordance with
the provisions of the Income Tax Act, 1961 or any
other withholding taxes that may replace TDS.
12. “Security Deposit” ED shall pay the Security Deposit in favour of
Reliance Retail Limited as communicated by RRL
from time to time and shall be subject to provisions
of clause no. 3.4.
13. Activation Process Activation of SIM shall happen as per the terms of
Unified License including amendments, if any and
directives of relevant government authority held by
operator. The Telecom Service Provider shall have
the sole discretion to activate or refuse any
activation of SIM and ED and RRL shall have no
role in this in any manner whatsoever.
14. “Warranty” 1. Each component of the SUK shall be covered
by the respective Vendor’s Limited Warranty
(“MLW”) as specified by the respective Vendor.
2. ED shall distribute the SUKs with the MLW.
3. ED shall not sell/distribute the SUKs outside
the geographical limits of India or do any action
to invalidate the warranty of the SUK’s various
components.
4. ED is expressly prohibited from making
representations or extending any warranties to
any third party with respect to any of
components of the SUK except for warranties
made/provided by the Vendor(s) and included
in the packaging with the SUK or in any
 promotional literature provided by RRL to the
ED.
5. ED shall be solely responsible for any errors,
faults or defects to the SUK and its components
caused by the ED or its personnel / Retail
Distributors after delivery to the ED. Vendor’s
warranties shall exclude losses caused by
improper or insufficient maintenance, normal
wear and tear, any improper operating, storing,
handling, installation, bracing of the SUKs by
the ED, and/or usage of the SUKs in violation
of the instructions furnished by the Vendor,
Any and all warranties hereunder shall immediately
terminate in the event that any parts and/or
components of the SUK are altered or modified by
the ED or its personnel / Retail Distributors
without the express prior written consent of RRL,
as well as in the event of a finding, given the
circumstances, that the defect did not exist at the
time RRL supplied the SUKs.
15. Statutory Compliance It will be an integral responsibility of ED to ensure
that all obligations that are required to be
mandatorily fulfilled by a ED/ Retail Distributors or
authorized persons at the point of sale/Outlet(s)
prescribed under the Unified License and/or
prescribed by any Competent Authority and/ or any
other mandatory requirements under the Applicable
Law are complied with completely by the ED/
Retail Distributors or authorized persons at the
point of sale/Outlet(s). ED shall ensure obtaining a
written undertaking from the Retail Distributors in
this regard and shall ensure that Retail Distributors
comply with all requirements at their Outlet(s).
ED shall ensure that the Retail Distributors sign
the ACT letter and acknowledge and abide by
the contents and provisions of the same.
16. Chargeback Chargeback shall be as per the Chargeback Policy as
detailed out in the Manual as provided by RRL. This
clause shall survive the termination of Annexure-S1.
17. “Equipment” Scanbox, Printer, MiFi Card or other equipment as
may be provided and communicated from time to
time.
18. Demo Stock ED agrees that RRL may provide display/demo
stock (“Display Stock”) to be distributed to Retail
Distributors for the purpose of demonstrating
Telecommunication Services and display. ED shall
further ensure that the Retail Distributors to whom
the Display Stock is provided shall not re-sell the
same and/or utilize the Display Stock only for
legally compliant purposes as prescribed by any
Competent Authority. Further, ED shall be solely
responsible for insurance/maintenance of the said
Display Stock and RRL shall be kept indemnified in
this regard.
19. Return Policy SUKs sold/ distributed shall not be returnable
unless specifically approved by RRL
20. Reporting ED shall prepare and maintain, and submit to RRL
on a timely basis, all documentation and reports as
may be requested by RRL from time to time to be
prepared, maintained or submitted in a prescribed
format as may be communicated to ED from time
to time.
ED shall be responsible for sharing the monthly/
quarterly Business Plan and the sell-out/activation
information for the purpose of forecasting demand
and supply.
21. “Territory” The Territory of ENTERPRISE DISTRIBUTOR
shall be the entire state in which ENTERPRISE
DISTRIBUTOR has a principal place of business or
as assigned from time to time

22. “Term” This Annexure (Annexure-Telecommunication

Services) shall be valid for one (1) year from the date
of signing of this Annexure by ENTERPRISE
DISTRIBUTOR, which shall stand automatically
renewed for the further terms of one year each,
unless terminated by either Party pursuant to clause
no.9.
 23. Termination of RRL shall be entitled to terminate this Annexure
Annexure-S1 (Annexure –S1 Telecommunication Services)
without any cause during the Term of the
Annexure-Services after serving a written notice of
termination to the ENTERPRISE
DISTRIBUTOR.
Notwithstanding the above, this Annexure
(Annexure- S1 Telecommunication Services) shall
get automatically terminated and cease to be
effective upon termination of the Enterprise
Distributor Agreement pursuant to clause 9.

For Reliance Retail Limited For Enterprise Distributor

Signature : Signature :
Name: Name:Seema Rateria
Title: Title: Proprietor
Date: 3-Jan-22 Date: 3-Jan-22
 ANNEXURE – P1
Devices

Sr. No. Particulars Details

1. "Product" The term Product shall mean mobile handsets, MiFi
cards, gateway routers, set top boxes, telephone
instruments, telecom equipment, network interface units
(NIU), USB modems, data cards, dongles, accessories,
spares & supplies, consumer electronic goods, consumer
durables, electrical appliances including connected
devices and such other products as may be added by RRL
as per the terms of the Agreement having:
a. Vendor, as specified in the product list issued
from time to time;
b. Model, as specified in the product list issued from
time to time; and
c. Specifications, as detailed in the product list
issued from time to time.

2. "Sale Price " Prices payable by the Enterprise Distributor (ED) and
charged by RRL for the Products shall be as per the prices
mentioned in the product price list provided/published
by RRL from time to time.
ED acknowledges that RRL shall have the right,
exercisable from time to time in RRL’s sole discretion, to
change the price list by notifying the ED and new prices
shall apply immediately and to all pending orders &
stocks that have not been dispatched and those that are
with the ED at the time of notification. ED shall ensure
that the price list and the new prices shall be accordingly
intimated and shall apply to the Retailer Distributors in a
similar manner.
Sale Price shall be inclusive of all applicable taxes
including Good & Service Tax (GST) on sale / supply of
Products. ED agrees and acknowledges that the Sale
Price shall be inclusive of transit insurance, shipping/
freight charges and other transportation charges and
other applicable local/municipal charges.
Sr. No. Particulars Details
ED shall determine the ED’s selling price to the Retail
Distributor, and such selling price shall not exceed the
maximum retail price as stipulated in the price list.
3. "Business Plan" ED shall provide weekly rolling sale/distribution and
inventory forecast for the Products.
4. Inventory Planning & ED shall maintain inventory for each of the Products as
Order Processing may be mutually agreed.
Pursuant to the agreed inventory level and Business Plan,
ED shall place purchase orders for the Products on RRL
as per the process detailed in the Manual.
RRL may, in order to achieve efficiencies in sales &
distribution, at its discretion, specify minimum ordering
quantities (MOQ) for each Product and all purchase
orders shall be subject to such MOQ. MOQ for each
Product shall be subject to change by RRL from time to
time.
5. Order fulfilment & Upon receipt of the purchase order, RRL will raise an
Delivery of Products invoice and make deliveries as per the quantity billed in
the invoice (“Invoice”). RRL shall make every effort to
execute the Invoices efficiently but shall not be
responsible, for any loss, damage, or other liability
suffered or incurred by ED, due to any failure or delay
on RRL’s part in effecting delivery of any consignment(s)
of the Products.
RRL shall deliver the Products to the designated delivery
points as specified in the purchase order and as mutually
agreed (“Delivery Point”). The delivery of the Products
to the Delivery Point shall be the responsibility of RRL.
It is hereby agreed that it shall be the responsibility of ED
to collect the Products from the Delivery Point
immediately.
ED shall inspect the Products and intimate in writing,
within 2 days the damaged/defective Products or
otherwise shortages in the Products so delivered, to RRL.
RRL, after investigation, shall replace the said damaged/
short shipment of Products or shall issue credit note for
the same. In case no intimation is received as per the
above timelines, ED shall be deemed to have accepted
Sr. No. Particulars Details
the Products as being in order and any defects caused or
found in the Products thereafter shall be to the account
of ED and RRL shall not be liable for the same in any
manner whatsoever.
6. "Credit Period" Credit Period for the purposes of Annexure-P1 shall be
as communicated by RRL from time to time.
7. Payment Terms & Unless otherwise agreed, all supplies shall be against
Penalties on Delay payment of full Invoice value in advance by the ED,
subject to Credit Period, if any. All payments subject to
Credit Period shall be made on the due date failing which
the ED shall be liable for interest as per the policy for
delayed payments.
Goods & Service Tax (if applicable) shall be payable by
the ED as per RRL’s invoice.
8. “TDS” RRL shall deduct applicable TDS (tax deducted at
source) or any other withholding taxes that may replace
TDS in accordance with the provisions of the Income
Tax Act, 1961.
9. "Security Deposit" ED shall pay the Security Deposit in favour of Reliance
Retail Limited as communicated by RRL from time to
time and shall be subject to provisions of clause no. 3.4.
10. "Warranty" 6. Product shall be covered by Vendor’s Limited
Warranty (“MLW”) as specified with each Product by
the Vendor.
7. ED shall distribute the Products with the MLW.
8. ED shall not combine Products, sell Products outside
the geographical limits of India or do any action to
invalidate MLW.
9. ED is expressly prohibited from making
representations or extending any warranties to any
third party with respect to any of the Products except
for warranties made/provided by the Vendor and
included in the packaging with each of the Products
or in any promotional literature provided by RRL to
the ED.
10. ED shall be solely responsible for any errors, faults or
defects to Products caused by the ED or its personnel
/ Retail Distributors after delivery to the ED.
Sr. No. Particulars Details
Vendor's warranties shall exclude losses caused by
improper or insufficient maintenance, normal wear
and tear, any improper operating, storing, handling,
installation, bracing of the Product by the ED, and/or
usage of the Product in violation of the instructions
furnished by the Vendor,
11. Any and all warranties hereunder shall immediately
terminate in the event that any parts and/or
components of the Product are altered or modified
by the ED or its personnel / Retail Distributors
without the express prior written consent of RRL, as
well as in the event of a finding, given the
circumstances, that the defect did not exist at the time
RRL supplied the Products.
11. "After Sales After Sales Support shall be as per Vendor’s after sales
Support" service & support policy as may be applicable for each
Product.
12. "Price Support" Price Support for the Products will be as per the Vendor’s
policy and as communicated from time to time.
13. Demo Stock ED agrees that RRL may provide display/demo stock
(“Display Stock”) to be distributed to Retail
Distributors for the purpose of demonstration of the
Products. ED shall further ensure that the Retail
Distributors to whom the Display Stock is provided shall
not re-sell the same for the duration of the planogram
period which shall be defined from time to time. Further,
ED shall be solely responsible for
insurance/maintenance of the said Display Stock and
RRL shall be kept indemnified in this regard.
14. Return Policy Products sold shall not be returnable unless specifically
approved.
15. Reporting ED shall prepare and maintain, and submit to RRL on a
timely basis, all documentation and reports as may be
requested by RRL from time to time to be prepared,
maintained or submitted in a prescribed format as may
be communicated to ED from time to time.
Sr. No. Particulars Details
ED shall be responsible for sharing the monthly/
quarterly Business Plan and the sell-out information for
the purpose of forecasting demand for the Products
16. Statutory Compliance It will be an integral responsibility of ED to ensure that
all obligations that are required to be mandatorily fulfilled
as prescribed by any Competent Authority and/ or any
other mandatory requirements under the Applicable Law,
are fulfilled by the ED and Retail Distributors or
authorized persons at the point of sale/Outlet(s).
17. "Territory" The Territory of ENTERPRISE DISTRIBUTOR shall
be the entire state in which ENTERPRISE
DISTRIBUTOR has a principal place of business or as
assigned from time to time

18. "Term" This Annexure (Annexure-Devices) shall be valid for one

(1) year from the date of signing of this Annexure by
ENTERPRISE DISTRIBUTOR, which shall stand
automatically renewed for the further terms of one year
each, unless terminated by either Party pursuant to clause
no.9.
19. Termination of RRL shall be entitled to terminate this Annexure
Annexure – P1 (Annexure –P1 Devices) without any cause during the
Term of the Annexure-Services after serving a written
notice of termination to the ENTERPRISE
DISTRIBUTOR.
Notwithstanding the above, this Annexure (Annexure-
P1 Devices) shall get automatically terminated and cease
to be effective upon termination of the Enterprise
Distributor Agreement pursuant to clause 9.

For Reliance Retail Limited For Enterprise Distributor

Signature : Signature :
Name: Name:Seema Rateria
Title: Title: Proprietor
Date: 3-Jan-22 Date: 3-Jan-22
 ANNEXURE-P2
Electronic Recharge & Recharge Vouchers

S. No. Particulars Details

1. Definitions 11. “Competent Authority” includes without limitation, the
Government of India, Ministry of Communication &
Information Technologies, Department of
Telecommunications (DoT), Telecom Regulatory
Authority of India (TRAI), Telecom Dispute Settlement
and Appellant Tribunal (TDSAT), the relevant State
Government or other statutory and local authorities,
courts, tribunals, etc. as the case may be;

12. “Electronic Recharge” shall mean recharge value in

electronic form which is offered, marketed, distributed &
sold by the Vendor to its Subscribers for adding monetary
value to the pre-paid account or for altering one or more
items of applicable tariff for a pre-defined period or for
subscription to a tariff plan;

13. “ETOPUP SIM” shall mean the SIM Card on which

value of Electronic Recharge can be credited to the
Enterprise Distributor’s (ED) account and which shall be
used exclusively for sale of Electronic Recharge to Retail
Distributors or Customers;

14. “Jio POS Application” shall mean the secure application

in which value of Electronic Recharge can be credited to
the ED’s account and which shall be used for sale of
Electronic Recharge to Retail Distributors or Customers;

15. “Recharge Voucher” or “RCV” shall mean a card or a

coupon in physical form which is offered, marketed,
distributed & sold by the Vendor to its Subscribers for
adding monetary value to the pre-paid account or for
altering one or more items of applicable tariff for a pre-
defined period or for subscription to a tariff plan;
16. “Right to Service” shall mean the right to receive
Telecommunication Services of a Telecom Service
Provider rendered through an Electronic Recharge or
RCV;

17. “SIM Card” means ‘Subscriber Identity Module’ being

an embedded integrated circuit chip which upon valid
activation securely stores the service-subscriber key
(IMSI) used to identify any mobile subscriber on mobile
telephone devices (such as mobile handset device /
mobile phones), and on activation contains its unique
serial number, internationally unique number of the
mobile user (IMSI), security authentication and ciphering
information, temporary information related to the
telecom service provider’s local network (also temporary
local ID that has been issued to mobile subscriber), a list
of the services the Subscriber has access to and two
passwords. The SIM shall always remain the property of
the Vendor;

18. “Subscriber” or “Customer” means any individual,

company, proprietorship or partnership firm or such
other party or entity or person for whom Services have
been activated by a Telecom Service Provider;

19. “Telecom Service Provider” shall mean and include

telecom operators holding a Unified License granted by
the Department of Telecommunications, Government of
India;

20. “Telecommunication Services” shall mean

telecommunication and other value added services
rendered by a Telecom Service Provider, pursuant to the
Unified License issued by DoT; and

21. “Unified License” means the license, granted by

Department of Telecommunications, Government of
India under Section 4 of the Telegraph Act, 1885.
2. “Vendor” Vendor for the purpose of Annexure-P2 shall be the
Telecom Service Providers providing Telecommunication
Services.
3. “Product” Product for the purposes of Annexure-P2shall mean the
Right to Service, as defined above.
4. “Sale Price” Prices payable by the ED and charged by RRL for the
Products shall be as per the prices mentioned in the product
price list provided/published by the RRL from time to time.
ED acknowledges that Vendors and/or RRL shall have the
right, exercisable from time to time in Vendors’ and/or
RRL’s sole discretion, to change the price list without any
prior notification and new prices shall apply immediately to
all pending orders & stocks that have not been dispatched
and those that are with the ED at the time of such change.
ED shall ensure that the price list and the new prices shall be
accordingly intimated and shall apply to the Retail
Distributors in a similar manner.
Sale Price shall be inclusive of all applicable taxes including
Goods & Service Tax (GST), etc. on sale/ supply of services.
ED agrees and acknowledges that the sale price shall be
exclusive of transit insurance, shipping/ freight charges and
other transportation charges and other applicable
local/municipal charges.
Further, ED shall determine the ED’s selling price, to the
Retail Distributor, provided that such selling price shall not
exceed the maximum service charge as stipulated in the price
list.
5. “Business Plan” ED shall provide weekly rolling sale/distribution and
inventory forecast for the Products.
6. Inventory ED shall maintain inventory of the Products (in form of
Planning & Electronic Recharge and/or RCVs) as per the Business Plan
Order Processing mutually agreed.

Pursuant to the agreed inventory level and Business Plan, ED

shall place purchase orders for the Products (in form of
Electronic Recharge and/or RCVs) on RRL as per the
process detailed in the Manual.
 RRL may, in order to achieve efficiencies in sales &
distribution, at its discretion, specify minimum ordering
quantities (MOQ) and/or minimum order value (MOV) for
the Products (in form of Electronic Recharge and/or RCVs)
and all orders shall be subject to such MOQ and/or
MOV. MOQ and MOV for the Products (in form of
Electronic Recharge and/or RCVs) shall be subject to change
by RRL from time to time.
7. Order fulfilment Upon receipt of the purchase order, RRL will raise an invoice
and delivery and make deliveries as per the quantity/ value billed in the
invoice (“Invoice”). RRL shall make every effort to execute
the Invoices efficiently but shall not be responsible, for any
loss, damage, or other liability suffered or incurred by ED,
due to any failure or delay on RRL’s part in effecting delivery
of the Products.

Electronic Recharges of the value invoiced, shall be delivered

electronically, to the ED’s ETOPUP SIM or Jio POS
Application. It shall be the responsibility of the ED to verify
that the correct value of the Electronic Recharge has been
credited to his ETOPUP SIM or Jio POS Application and
intimate in writing, within 2 hours the shortages so received
to RRL. RRL after investigation shall credit the short value
or shall issue credit note for the same within 1 day of such
intimation. In case no intimation is received as per the above
timelines, ED shall be deemed to have accepted the
Electronic Recharge so credited as being in order and any
shortage found thereafter shall be to the account of ED and
RRL shall not be liable for the same in any manner
whatsoever.

In case Products are ordered by way of RCVs, RRL shall

deliver the RCVs to the designated Delivery Points as
specified in the purchase order and as mutually agreed
(“Delivery Point”). The delivery of the RCVs to the
Delivery Point shall be the responsibility of RRL. It is hereby
agreed that it shall be the responsibility of ED to collect the
RCVs from the Delivery Point immediately.
 ED shall inspect the RCVs and intimate in writing, within 1
day the damages/defects or otherwise shortages in the RCVs
so delivered to RRL. RRL after investigation shall replace for
the said damaged/ short shipment or shall issue credit note
for the same within 3 days of such intimation. In case no
intimation is received as per the above timelines, ED shall be
deemed to have accepted the shipment as being in order and
any defects caused or found thereafter shall be to the account
of ED and RRL shall not be liable for the same in any manner
whatsoever.
8. Payment Terms All supplies shall be against payment of full Invoice value in
advance by the ED.

Goods & Service Tax (if applicable) shall be payable by the

ED as per RRL’s invoice
9. TDS All payments under this Annexure shall be subject to tax
deducted at source (TDS) in accordance with the provisions
of the Income Tax Act, 1961 or any other withholding taxes
that may replace TDS.
10. Statutory It will be an integral responsibility of ED to ensure that all
Compliance obligations that are required to be mandatorily fulfilled by a
ED / Retail Distributors or authorized persons at the point
of sale/Outlet(s) prescribed under the Unified License
and/or prescribed by any Competent Authority and/ or any
other mandatory requirements under the Applicable Law are
complied with completely by the ED/ Retail Distributors or
authorized persons at the point of sale/Outlet(s).
11. Product Return Returns shall be governed by the return policy as shall be
communicated from time to time.
12. “Promotional ED agrees that RRL shall provide the promotional material
Material” to be distributed to Retail Distributors for the purposes of
the promotion of the Product. ED shall ensure that the Retail
Distributors to whom the promotional materials are
provided shall not use for any illegal purposes and do not re-
sell the same. Further, ED shall be solely responsible for
insurance/maintenance of the said promotional material and
RRL shall be kept indemnified in this regard.
13. Reporting ED shall prepare and maintain, and submit to RRL on a
timely basis, all documentation and reports as may be
 requested by RRL from time to time to be prepared,
maintained or submitted in a prescribed format as may be
communicated to ED from time to time.
ED shall be responsible for sharing the monthly/ quarterly
Business Plan and the sell-out information for the purpose
of forecasting demand for the Products (in form of
Electronic Recharge and/or RCVs).
14. “Territory” The Territory of ENTERPRISE DISTRIBUTOR shall be
the entire state in which ENTERPRISE DISTRIBUTOR
has a principal place of business or as assigned from time to
time

15. “Term” This Annexure (Annexure-Electronic Recharge & Recharge

Vouchers) shall be valid for one (1) year from the date of
signing of this Annexure by ENTERPRISE
DISTRIBUTOR, which shall stand automatically renewed
for the further terms of one year each, unless terminated by
either Party pursuant to clause no.9.
16. Termination of RRL shall be entitled to terminate this Annexure (Annexure
Annexure–P2 –P2 Electronic Recharge & Recharge Vouchers) without
any cause during the Term of the Annexure-Services after
serving a written notice of termination to the
ENTERPRISE DISTRIBUTOR.
Notwithstanding the above, this Annexure (Annexure- P2
Electronic Recharge & Recharge Vouchers) shall get
automatically terminated and cease to be effective upon
termination of the Enterprise Distributor Agreement
pursuant to clause 9.

For Reliance Retail Limited For Enterprise Distributor

Signature : Signature :
Name: Name:Seema Rateria
Title: Title: Proprietor
Date: 3-Jan-22 Date: 3-Jan-22
 ANNEXURE - B

GST Threshold Exemption Declaration

<dd-mm-yyyy>

To,
< Name of Reliance Entity>
< Address of Reliance Entity>

Dear Sir,

Sub: Declaration towards exemption from Goods and Service Tax registration

I hereby confirm and declare that:

1. My/Our aggregate turnover as per Section 22 of CGST Act, 2017 during the
previous Financial Year _____ have not exceeded Rs. 20.00 Lakhs (Rupees
Twenty lakhs) and

2. My/Our aggregate turnover as per Section 22 of CGST Act, 2017 during the current
Financial Year _____ shall not exceed Rs. 20.00 Lakhs (Rupees Twenty lakhs).

I am therefore not liable for registration under Section 22(1) of the Central/ < Name of
State> Goods and Service Tax Act, 2017.

In case, it is found that my above declaration is incorrect, I shall be personally held

liable for payment of Goods and Service Tax, interest, penalty, late fees etc. and shall
keep <Reliance entity Name> indemnified from any demand received from tax
authorities in respect of payment received by me/us from the Company.

I further declare that in case my aggregate turnover as per Section 22 of CGST Act,
exceed Rs.20 lac (Rupees Twenty lakhs) during the current year, I/We shall obtain the
registration under GST law and shall comply with applicable provisions therein.

For ……….

Stamp

Authorised Signatory
<Name>

Threshold limit for Financial Year in case of supply of Services

10 Lacs (Ten Lacs) for below States only:
Manipur, Mizoram, Nagaland, Tripura (special category states)
20 Lacs (Twenty Lacs) for all other State