MAINTENANCE SERVICES AGREEMENT

This agreement is made on 6th August 2018 (“Agreement”) between C2L BIZ Solutions
Private Ltd a company incorporated in India under the Companies Act, 1956 and having
its registered office at Unit 424, 4th Floor, F Wing, Solaris 1, Saki Vihar Road, Andheri
(E), Mumbai - 400072 (hereinafter referred to as the ‘Licensor’, which expression shall,
unless it be repugnant to the context or meaning thereof, be deemed to mean and
include its successors and permitted assigns) of the First Part; and
Go Digit General Insurance Limited (formerly known as Oben General Insurance
Limited) (“GoDigit”), a company incorporated in India under the Companies Act, 1956
2013 and having its registered office at Atlantis, 95, 4th B Cross Road, Koramangala
Industrial Layout, 5th Block, Bengaluru , - 560095 India (hereinafter referred to as
‘Customer’, which expression shall, unless it be repugnant to the context or meaning
thereof, be deemed to mean and include its successors and assigns) of the Second
Part.

WHEREAS:

The Licensor agrees to provide and the Customer agrees to accept, on the terms and
conditions herein contained, maintenance services on the software described in the
maintenance schedule at Customer’s locations specified in the maintenance schedule.

NOW, THEREFORE, in consideration of the mutual covenants contained in this

Agreement and intending to be legally bound, the parties agree as follows:

1. INTERPRETATION

1.1. As used in this Agreement, the following terms shall have the following
meanings, unless the context otherwise requires:

“Acceptance Date” means the date on which the software to be covered under
this service is accepted by the Customer, being 6th August 2018.

“Agreement” means this agreement between Vendor and the Customer

comprising the Clauses and Schedules;

“Normal working hours” means the time between 09:00 hours and 18:00 hours
(Indian Standard Time) between Monday and Friday excluding declared public
holidays.

“Response Time” means the time taken by the Licensor to acknowledge the
receipt of a Service Request raised by the Customer.

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 “Service Request” means the request logged by the Customer through its
appointed representative for service to be rendered under this Agreement.

1.2. References in this Agreement to any enactment, order, regulation or other

similar instrument shall be construed as a reference to the enactment, order,
regulation or instrument as amended by any subsequent enactment, order,
regulation or instrument or as contained in any subsequent re-enactment
thereof.

1.3. The headings in this Agreement are for the convenience of the parties only, and
are in no way intended to affect, describe, interpret, define or limit the scope,
extent, intent or interpretation of this Agreement or any provision of this
Agreement.

1.4. References in this Agreement to Clauses and Schedules are to the clauses and
schedules of this Agreement. In the event of any conflict or inconsistency
between any provision of the Clauses and any provision of the Schedules, the
former shall prevail, but only to the extent of the conflict or inconsistency. In the
event of any conflict or inconsistency between the Schedules, the later in time
shall prevail, but only to the extent of the conflict or inconsistency.

2. TERM

2.1. This Agreement shall commence from the date of expiry of the post go live
support provided along with the implementation of the software and will remain
valid for One calendar year from the said commencement date unless otherwise
terminated by either party.
2.2. Upon expiry of the one year term of the Agreement, the Agreement will be
renewed based on the terms in writing agreed between the Licensor and the
Customer at that point of time. In order to ensure the continuity of services both
parties may agree on the terms of renewed Agreement in advance.
2.3. This Agreement shall be co terminus with the License Agreement dated 6 th
August 2018 executed between Licensor and Licensee.

3. SCOPE OF SERVICES

3.1. The maintenance services under this Agreement shall apply to the application
software supplied by the Licensor and installed at the Customer’s location as
described in maintenance schedule.

3.2. If the Licensor supplies any upgrade to the installed software, or if the Licensor
carries out any modification / enhancements to the installed software, this
Agreement shall apply to such upgraded / modified software.

3.3. However, if the Customer carries out any modifications / enhancements to

software, then the Agreement shall not cover such modifications /
enhancements carried out by the Customer.

3.4. Scope of services under this Agreement shall be limited to rectification of

malfunction due to defects in the installed software. The scope shall not extend

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 to rectification of data due to malfunction of the software. The scope shall also
not cover the malfunction of the software arising due to use of inappropriate
data, or due to inappropriate and/or malfunctioning hardware and network
infrastructure.

3.5. The Licensor shall make this service available during the normal working hours.

4. EXCLUSIONS

5.1 Maintenance Service specified under Section 3 shall not be extended to

breakdown of Product due to: -

(i) use beyond design capabilities of the Product.

(ii) vandalism, fires or water damage.

(iii) illegal modification to the software by the Customer.

5.2 Maintenance Service will cease whenever the Product as set out in the
Maintenance Schedule is moved, repaired or modified by any person other than
an employee of the Licensor or designated representative of the Licensor
appointed by the Licensor for this purpose. Maintenance Service on the Product
will resume once maintenance acceptability tests have been carried out by an
employee or designated representative of the Licensor and acceptance is
granted. Maintenance acceptability tests will include diagnostic, functional and
on-line tests to ensure proper operation of the Product.

5. CHARGES

6.1 The Customer shall pay to the Licensor the maintenance service charge as
specified in Schedule 2 and shall be payable in advance. Other relevant taxes shall
be paid extra as applicable at the point of signing the Agreement.

6.2 If at the request of the Customer, the maintenance service is performed at a time
outside the period of maintenance service an additional service charge shall be
payable, the Customer being advised of the charge prior to any work performed.

6.3 All charges payable by the Customer under this Agreement shall be invoiced by
the Licensor one (1) month in advance and shall be paid by the Customer within 7 10
days of from the date of the receipt of invoice by the Customer date.

6.4 The payment of charges shall be subject to deduction of applicable taxes, such
as Income tax (TDS). Any Goods and Service Tax shall be payable subject to
Licensor furnishing a valid tax invoice as per the applicable tax laws.

6. LIMITATION OF LIABILITY

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 6.1. The Licensor’s liability with respect to any malfunction in the installed software
under this Agreement, is limited to
(i) rectification of the software that caused the malfunction.
(ii) Rectification of the data to restore it to its original state, if any
damage to data was caused because of the malfunction of the
software.

6.2. While the Licensor shall make all attempts to provide solutions to the service
request, the Licensor shall not be held liable for delays arising out of reasons
beyond its control as may be agreed by the parties.

7. TERMINATION

7.1. Termination for cause: If either party commits a material breach of the provisions
of this Agreement, and such breach is not remedied within 30 days from notice
of such breach, then the grieving party may terminate this Agreement by giving
30 day written notice.

[7.2.] Terminate at will: Either party may terminate this Agreement by giving written
notice of its intention to do so 60 30 days in advance.

8. CONSEQUENCES OF TERMINATION

8.1. Following the termination or expiry of this Agreement as provided for in this
Agreement, neither party shall have any further obligation or right with respect to
the other party except that this Section 9 shall survive termination.

8.2. The Licensor shall refund to the Customer any unrealised portion of the annual
maintenance fees paid by the Customer.

9. GENERAL

Notices and Communications

9.1. Any notice or request required or permitted to be given or made under this
Agreement shall be in writing. Such notice or request shall be deemed to have
been served: if delivered by hand, at the time and date of delivery; if sent by fax,
at the time and date of the successful fax transmission report; if sent by
recorded delivery or registered post, 48 hours from the date of posting (such
date as evidenced by postal receipt etc).

Relationship of the Parties

9.2. Nothing in this Agreement is intended or shall be construed to create a

relationship or agency or partnership or joint venture or employer-employee
between the parties. Accordingly, except as expressly authorised in this
Agreement, neither party shall have any authority to act or make representations
on behalf of the other party, and nothing in this Agreement shall impose any

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 liability on either party in respect of any liability incurred by the other party to a
third party.

Force Majeure

9.3. Neither party shall be liable for delay or failure to perform any of its obligations
under this Agreement insofar as the performance of such obligation is prevented
by a Force Majeure Event. Notwithstanding the foregoing, each party shall use
all reasonable endeavours to continue to perform its obligations hereunder for
the duration of such Force Majeure Event.

Assignment

9.4. Neither party may sub-license, assign or transfer this Agreement or any of its
rights or obligations, or declare a trust, in whole or in part (including by way of
subcontracting) without the prior written consent of the other party. Any attempt
to assign, transfer or declare a trust without consent shall be null and void and
shall be a breach of this Agreement by the party seeking to so assign or
transfer.

9.5. Notwithstanding the foregoing, either party may upon written notice to the other
party assign, transfer or declare a trust of this Agreement or any of its rights or
obligations, in whole or in part, to a Group Company of that party.

9.6. This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their successors and assigns. In the event that this Agreement, in
whole or in part, is assigned or otherwise transferred to or assumed by a third
party, the third party will agree to be bound by the terms and conditions of this
Agreement and the assigning, transferring or disposing party will guarantee such
third party’s compliance.

Entire Agreement

10.7 This Agreement supersedes all previous conditions, understandings,

commitments, agreements or representations (other than fraudulent
misrepresentations) whatsoever whether oral or written relating to the subject
matter of this Agreement and constitutes the entire agreement between the
parties relating to the subject matter of this Agreement.

Arbitration

10.8. This Agreement shall be governed by and construed in accordance with the law
of India. The parties agree that any dispute or difference in relation to or arising
out of this Agreement or the interpretation thereof shall be resolved by
arbitration under the provisions of Indian Arbitration and Conciliation Act, 1996
The arbitral tribunal shall be composed of a sole arbitrator to be appointed by
both the parties with mutual understanding along with its amendment from time
to time. The language of the arbitration shall be in English. The venue of the
Arbitration shall be Mumbai / Bengaluru. The award given by the arbitrators upon

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 such references shall be final and binding upon the parties, and each party shall
bear its own expenses in relation to such arbitration.

Governing Law and Jurisdiction

10.9 This Agreement shall be governed by the laws of India and the competent courts in
Mumbai / Bengaluru, as per the defending party shall have the exclusive
jurisdiction to try any action or proceedings arising out of or in connection with
this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be

executed by their duly authorised representatives on the date first above written.

EXECUTED by the parties

For and on behalf of C2L BIZ Solutions Private Limited

By: _________________________

Name: _________________________

Date: _________________________

For and on behalf of Go Digit General Insurance Limited

By: _________________________

Name: _________________________

Date: _________________________

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 SCHEDULE 1

SUMMARY MAINTENANCE SCHEDULE

Products Covered : SymbioSys Distribution Management System

Site of Service : Go Digit General Insurance Limited

Mumbai

SCHEDULE 2
Annual Maintenance Charges

Product AMC

Terms for Product AMC

 Annual Maintenance Charges is payable 100% in advance along with the

order
 Annual Maintenance includes Bug fixes, Advisory Support (India Time),
Regulatory Upgrades, Technical upgrades, updates on the Core product
offered to Customer.

 Taxes shall be charged additional on the above prices, as applicable.

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