CHANNEL PARTNER AGREEMENT

This Channel Partner Agreement ("Agreement") is entered into on [today's date] between:

Safenest Technologies Private Limited ("Stemo", "Company", "We") — operating the platform at stemo.co.in

and

[Partner Name], holding PAN [PAN] and Aadhaar ending in XXXX, residing at [address] ("Channel Partner", "You", "Partner").

WHEREAS, Stemo operates a SaaS platform that enables retail pharmacy and grocery stores to run online stores; and the Partner is desirous of introducing such retailers to the Platform on a commercial basis, the parties agree as follows:

1. APPOINTMENT & TERRITORY

1.1 The Company appoints the Partner on a non-exclusive basis to identify, introduce, and onboard prospective retailers in the territory specified above.

1.2 The Partner is an independent contractor — NOT an employee, agent, partner, or franchisee of the Company. Nothing in this Agreement creates a joint venture, partnership, or employment relationship.

1.3 The Partner shall not represent themselves as the Company, sign on behalf of the Company, or commit the Company to any contract beyond what is permitted under this Agreement.

2. COMMERCIAL TERMS

2.1 The Partner shall earn a commission of 15.0% of the platform fee paid by each customer the Partner onboards, subject to the conditions in clauses 3–7.

2.2 The MRP ceiling for any product listed by an onboarded retailer shall not exceed 25.0% above wholesale. The Partner shall not facilitate or encourage pricing above this ceiling.

2.3 All commercial figures (commission %, MRP ceiling, GST, TDS) are subject to revision by the Company with 15 days' written notice.

3. PAYMENT MODE

Three options elected by the Partner at signing:

3.A "PAYMENT TO COMPANY" (default mode)

3.A.1 The customer pays the Company directly through the Platform.

3.A.2 The Company disburses the Partner's commission on a WEEKLY basis, every Monday (excluding bank holidays, in which case the next working day).

3.A.3 All disbursements are subject to TDS deduction as per the Income Tax Act, 1961.

3.A.4 The Partner shall provide a valid PAN. Without PAN, TDS is deducted at the maximum applicable rate (currently 20%).

3.B "SELF-PAYMENT / FRANCHISE MODE" (optional, requires GST + firm registration)

3.B.1 The Partner collects payment from the customer in their own registered bank account.

3.B.2 The Partner shall remit the Platform fee (as defined in the activated Agreement) to the Company on a WEEKLY basis, every Monday.

3.B.3 The Partner is responsible for issuing GST-compliant invoices to the customer.

3.B.4 Failure to remit the Platform fee within 15 days of due date constitutes a material breach and may result in termination + interest at 18% p.a.

4. ONBOARDING WORKFLOW

4.1 The Company shall NOT onboard any retailer until full payment for the chosen plan is received (whether via 3.A or 3.B).

4.2 No retailer is activated until the platform fee + KYC verification are complete.

4.3 The Partner is responsible for collecting accurate KYC from prospective retailers.

5. REFUND POLICY

5.1 Once a customer is onboarded, no refund is allowed from the Company side if the customer chooses to cancel later.

5.2 The Company offers a 7-day refund window AFTER customer onboarding, but ONLY if the Company has materially failed to deliver agreed services. Outside this window or for non-eligible reasons, no refund is payable.

6. PARTNER OBLIGATIONS

6.1 The Partner shall NOT collect any amount from a retailer in excess of the published platform fee + their own service fee (if disclosed in writing to the customer in 3.B mode).

6.2 The Partner shall NOT misrepresent the Platform's features, capabilities, or legal status (e.g., the Platform is a technology intermediary, not a pharmacy).

6.3 The Partner shall comply with all applicable Indian laws including the Information Technology Act, 2000 and the Digital Personal Data Protection Act, 2023.

7. LIABILITY & FRAUD

7.1 The Company is NOT responsible for any loss, fraud, misappropriation, or overcharging by the Partner. Any such act is the sole legal liability of the Partner.

7.2 If the Partner collects an amount from a customer in excess of agreed terms, or commits any fraud, the Company reserves the right to:

• (a) Immediately terminate this Agreement without notice.
• (b) Withhold any pending commission.
• (c) Initiate civil and/or criminal proceedings under applicable Indian laws, including the Indian Penal Code (Sections 420, 406) and the Information Technology Act.

7.3 The Partner shall indemnify and hold harmless the Company against all claims, losses, and damages (including legal fees) arising from the Partner's acts or omissions.

8. CONFIDENTIALITY

8.1 The Partner shall maintain confidentiality of all customer data, pricing, and business information acquired during the Partnership.

8.2 The Partner shall NOT use customer data for any purpose other than facilitating onboarding to the Platform.

9. TERM & TERMINATION

9.1 This Agreement is valid for one (1) year from the date of signing and renews automatically unless terminated in writing.

9.2 Either party may terminate with 30 days' written notice.

9.3 The Company may terminate IMMEDIATELY for: fraud, breach of clauses 3, 5, 6, 7; insolvency of the Partner; regulatory non-compliance.

9.4 On termination, all pending dues are settled within 30 days, subject to deduction of any disputed amount.

10. GOVERNING LAW & JURISDICTION

This Agreement is governed by the laws of India. Any disputes shall be subject to the EXCLUSIVE jurisdiction of the courts in Hyderabad, Telangana.

11. MISCELLANEOUS

11.1 This Agreement is the entire understanding between the parties.

11.2 Email notices to the Partner's registered email constitute valid written notice.

11.3 If any clause is held invalid, the remainder of the Agreement remains in full force.