PEKO PLATFORM AGREEMENT

This Platform Agreement (“Agreement”) is a legally binding agreement between Peko Platforms Private Limited, a company incorporated in India, together with its affiliates (“Peko”, “we”, “us”, or “our”); and the business entity registering for or using the Platform (“Company”, “you”, or “your”). This Agreement governs access to and use of the Peko Platform and Services.

By creating a User Account, clicking “I agree”, or otherwise accessing or using the Platform or Services, the Company confirms that it has read, understood, and agrees to be legally bound by this Agreement.

1. CATEGORIES OF PERSONAL DATA WE COLLECT

1.1. Definition:

In this Platform Agreement (“Agreement”), unless the context otherwise requires, the following capitalized terms shall have the meanings set out below:

“Acceptable Use Policy” means the acceptable use policy issued by Peko, as amended from time to time, governing permitted and prohibited uses of the Platform.

“Agreement” means this Platform Agreement, together with all policies, schedules, annexures, and service-specific terms incorporated by reference.

“Applicable Law” means all laws, regulations, decrees, rules, directives, regulatory guidelines, court orders, and governmental requirements applicable in India, including without limitation laws and regulations issued by competent authorities; data protection, anti-money laundering, sanctions, where applicable and consumer protection laws.

“Company”, “You”, or “Your” means the legal business entity that has registered on the Platform or on whose behalf access to the Platform is obtained, acting through an authorized representative.

“Effective Date” means the date on which the Company first accepts this Agreement, whether electronically or otherwise.

“Service Provider” means any third-party entity whose services, technology, infrastructure, or functionality are integrated into or utilised in connection with the Services made available through the Platform.

“Peko”, “we”, “us”, or “our” means Peko Platforms Private Limited, a company incorporated in India, together with its affiliates, successors, and assigns.

“Platform” means Peko’s proprietary technology platform, including its website(s), mobile applications, dashboards, interfaces, APIs, and related infrastructure. “Privacy Policy” means Peko’s privacy policy issued in accordance with Applicable Laws, as updated from time to time.

“Services” means the technology-enabled services made available through the Platform, including non-financial services, administrative tools, dashboards, and access to third-party services, as further described in this Agreement or in service-specific terms.

“User Account” means the account created by or on behalf of the Company to access and use the Platform.

1.2. Interpretation: Unless the context otherwise requires:

1. words importing the singular shall include the plural and vice versa;
2. references to any statute or regulation include any amendment or re-enactment thereof;
3. headings are for convenience only and shall not affect interpretation;
4. references to “including” or “include” shall be construed without limitation;
5. references to a “party” include its permitted successors and assigns.

1.3. This Agreement constitutes a master platform framework agreement governing the Company’s access to and use of the Platform and the Services made available thereon. The Platform enables access to multiple categories of Services, some of which are provided by Peko directly and others which are provided by Service Providers or through regulated financial institutions. The Company acknowledges and agrees that certain Services available through the Platform are subject to separate, service-specific terms and conditions, disclosures, or agreements, including without limitation any applicable Service Provider terms.

Such service-specific terms and conditions are incorporated into this Agreement by reference and shall form an integral part of the contractual relationship between the Company and Peko in respect of the relevant Service. In the event of any inconsistency or conflict between this Agreement and any service-specific terms, the service-specific terms shall prevail solely in relation to that specific Service. Notwithstanding the foregoing, nothing in this Agreement or any service-specific terms shall override or limit the application of any Applicable Law, which shall at all times prevail.

1.4. The Company acknowledges that the Platform functions as an integrated framework through which multiple distinct Services may be accessed, each of which may be subject to separate eligibility criteria, onboarding requirements, pricing, and contractual terms. Access to one Service does not imply eligibility for, or availability of, any other Service.

1.5. The Company expressly acknowledges and agrees that Peko operates as a technology platform and customer-facing service interface. Except where expressly stated otherwise in writing, Peko is not a bank, financial institution, payment service provider, money services business, or deposit-taking entity, and does not issue payment instruments, accept deposits, store value, or hold, safeguard, or control customer funds. Any regulated financial products or services that may be accessed through the Platform, are issued, operated, and regulated exclusively by the relevant licensed third-party provider in accordance with Applicable Law and their own regulatory permissions.

Nothing contained in this Agreement shall be construed as creating any partnership, agency, fiduciary relationship, joint venture, or employment relationship between Peko and the Company or any Service Provider. Peko does not act as an agent or representative of the Company or any third party, and no party has authority to bind or incur obligations on behalf of another except as expressly agreed in writing.

1.6. By accessing or using the Platform, creating a User Account, or availing any Services, whether directly or through an authorized representative, the Company confirms that it has read, understood, and accepted the terms of this Agreement and agrees to be legally bound by them. Acceptance of this Agreement may occur electronically, including through click-wrap or similar acceptance mechanisms implemented on the Platform, and such acceptance shall constitute valid and binding consent under Applicable Law.

If the Company does not agree to be bound by this Agreement, it must immediately discontinue access to and use of the Platform and refrain from availing any Services. Continued access to or use of the Platform following any update or modification to this Agreement shall constitute acceptance of the revised terms, subject to Applicable Law.

1.7. The Platform and the Services are made available exclusively for business, commercial, and professional use by corporate entities. The Company represents and warrants that all access to and use of the Platform and Services is undertaken solely for business purposes and not for personal, household, consumer, or retail use. Peko does not offer the Platform or Services to individual consumers, and consumer protection laws applicable to retail customers shall not apply to the extent permitted under Applicable Law.

1.8. This Agreement incorporates by reference any service-specific terms, policies, or disclosures made available on the Platform from time to time.

1.9. This Agreement shall commence on the Effective Date or, if earlier, on the date the Company first creates a User Account, accesses, or uses the Platform, and shall continue in full force and effect until terminated in accordance with this Agreement.

2. ACCESS TO THE PLATFORM AND ACCOUNT REGISTRATION

2.2. Access to the Platform and any Services is subject to the Company meeting certain eligibility criteria, which may vary by Service and may include legal, regulatory, risk, compliance, technical, or commercial requirements. Eligibility for one Service does not imply eligibility for any other Service. Peko may assess eligibility on an initial and ongoing basis and may modify eligibility criteria from time to time in accordance with Applicable Law. Failure to meet eligibility requirements may result in restriction, suspension, or termination of access to the Platform or any Services without liability.

2.3. To register for a User Account, the Company must provide complete, accurate, and up-to-date information as requested by Peko, including without limitation corporate details, authorized signatory information, Know Your Customer (KYC) and Know Your Business (KYB) documentation (as applicable), beneficial ownership details, and any other information required to comply with Applicable Law, regulatory obligations, sanctions screening (where applicable), or risk management procedures. The Company represents and warrants that all information submitted during registration and thereafter is true, accurate, current, and complete, and undertakes to promptly update such information upon any change.

2.4. The individual accepting this Agreement represents and warrants that they have full authority to bind the Company to this Agreement.

2.5. Account registration, onboarding, or submission of information does not create any entitlement to approval, activation, or access to the Platform or any Services, and Peko may approve, reject, delay, or restrict access at its discretion in accordance with Applicable Law and internal compliance requirements.

2.6. User Accounts are issued exclusively to the Company and may only be accessed by individuals duly authorised by the Company to act on its behalf. The Company is solely responsible for all activities conducted through its User Account, whether such activities are authorised or unauthorised, and for maintaining the confidentiality and security of all login credentials, authentication factors, and access controls. Peko shall be entitled to rely on any instructions, actions, or communications carried out through the User Account as having been validly authorised by the Company.

2.7. The Company shall immediately notify Peko upon becoming aware of any unauthorised access to, misuse of, or security breach affecting its User Account or credentials. Peko shall not be liable for any loss, damage, or unauthorised activity arising from the Company’s failure to safeguard its credentials or comply with its security obligations, except to the extent required under Applicable Law.

2.8. Peko reserves the right, at any time and without liability, to suspend, restrict, or refuse registration or access to the Platform or any User Account where Peko reasonably determines that such action is necessary to comply with Applicable Law, regulatory requirements, sanctions obligations (where applicable), court orders, or requests from competent authorities, or where Peko reasonably suspects fraud, misuse, security compromise, or material breach of this Agreement. Any such suspension or restriction shall not relieve the Company of its obligations accrued prior to such action.

2.9. The Company acknowledges that Peko may implement reasonable technical, administrative, and security measures, including multi-factor authentication, access controls, usage monitoring, and audit logging, to protect the integrity of the Platform and comply with regulatory and risk management requirements. The Company agrees to comply with such measures and understands that failure to do so may result in restricted access or termination of its User Account.

2.10. Peko does not guarantee uninterrupted or continuous access to the Platform and may, from time to time, carry out maintenance, upgrades, or system changes that may temporarily affect availability. Peko shall use commercially reasonable efforts to minimise disruption but shall not be liable for any loss or inconvenience arising from such unavailability, except as required by Applicable Law.

2.11. Peko may, at its discretion, make available reasonable support or operational assistance channels to facilitate the Company’s use of the Platform. Any such support is provided on a commercially reasonable, best-efforts basis, without any service level commitment, uptime guarantee, or response time obligation. Peko may prioritise and address support requests based on their nature, severity, and impact on the Platform or Services, taking into account operational, technical, and legal considerations. Nothing in this Agreement obligates Peko to resolve any specific issue or to maintain dedicated support availability, unless expressly agreed in writing in applicable service-specific terms.

2.1. Access to the Platform and use of the Services is available only to eligible business entities that have successfully completed the registration process and created a User Account in accordance with this Agreement. The Company acknowledges that access to certain features, functionalities, or Services may be restricted, conditional, or subject to additional verification, approvals, or service-specific terms, as determined by Peko from time to time in accordance with Applicable Law and internal compliance requirements.

3. CHANGES TO THE AGREEMENT AND THE PLATFORM

3.1. Peko may amend, modify, update, or replace this Agreement, including any policies, schedules, or documents incorporated by reference, from time to time to reflect changes in Applicable Law, regulatory guidance, security standards, business operations, or the Services offered through the Platform. Any such changes shall become effective upon posting on the Platform or upon such later date as may be specified by Peko, subject to Applicable Law.

3.2. Where Applicable Law or regulatory requirements mandate prior notice of material changes, Peko shall provide such notice through the Platform, electronic communication, or other reasonable means. The Company acknowledges that continued access to or use of the Platform or any Services after the effective date of an updated Agreement shall constitute acceptance of the amended terms. Notwithstanding the foregoing, where an update involves a material change to pricing or a material reduction in the scope of a subscribed Service (excluding changes required by Applicable Law), Peko shall use reasonable efforts to provide advance notice through the Platform or other reasonable means. If the Company does not agree to the amended terms, its sole remedy shall be to discontinue use of the Platform and the Services, subject to any outstanding obligations or service-specific terms that survive termination.

3.3. Peko may, at any time and in its reasonable discretion, modify, enhance, suspend, withdraw, or discontinue any feature, functionality, or component of the Platform or any Service, whether temporarily or permanently, for operational, technical, security, legal, regulatory, or business reasons. The Company acknowledges that it has no vested right to the continued availability of any specific feature or functionality, provided that such changes do not materially impair any active Service in a manner prohibited by Applicable Law or applicable service-specific terms.

3.4. Peko shall not be liable for any loss, damage, or inconvenience arising from any modification, suspension, or discontinuation of the Platform or any part thereof, except to the extent such liability cannot be excluded or limited under Applicable Law. Nothing in this Clause shall limit Peko’s obligation to comply with mandatory legal or regulatory requirements, including obligations arising under applicable consumer or data protection laws where relevant.

3.5. The Company acknowledges that regulatory requirements may necessitate immediate changes to the Platform or Services, including suspension or termination, and agrees that such changes shall not give rise to any claim against Peko.

4. SCOPE OF SERVICES AND PLATFORM FUNCTIONALITY

4.1. The Platform provides the Company with access to a technology-enabled interface through which the Company may access, manage, and utilise various business-oriented services, tools, and functionalities. The Services available through the Platform may include, without limitation, non-financial services offered by Peko, administrative and operational tools, dashboards and reporting features, and access to services offered by third-party Service Providers or regulated financial institutions. The availability, scope, and nature of the Services may vary based on the Company’s eligibility, regulatory requirements, geographic location, risk profile, and completion of applicable verification processes.

4.2. The Company acknowledges that certain Services made available through the Platform are provided, operated, or fulfilled by third-party Service Providers, and not by Peko. In such cases, Peko provides the customer-facing platform, service interface, and service orchestration, while specific execution, processing, or regulated components of the Service are performed by the relevant Service Provider. Accordingly, Peko is responsible for providing access to the Platform, visibility into the relevant Service workflows, and routing of support or operational queries through the Platform, while the relevant Service Provider remains responsible for the execution, processing, and any regulated outcomes of the Service. Peko does not itself perform regulated activities requiring a license, unless expressly stated otherwise in writing. Any rights, obligations, warranties, or liabilities relating to the execution, processing, or regulated components of such Services shall arise between the Company and the relevant Service Provider, as applicable, in accordance with the applicable service-specific terms, disclosures, or other applicable requirements.

4.3. Payment processing in connection with any Services is governed by the applicable payment or billing policies incorporated by reference under this Agreement.

4.4. Peko may, from time to time, introduce new Services, modify existing Services, or discontinue certain Services, subject to Clause 3 of this Agreement. The Company acknowledges that access to certain Services may be subject to additional onboarding steps, approvals, pricing, service-specific terms, or acceptance of third-party terms, and that failure to satisfy such requirements may result in limited or restricted access to those Services.

4.5. Peko may, from time to time, make available certain features, tools, or services on a beta, early access, preview, or experimental basis (“Beta Services”). Beta Services are provided for evaluation and testing purposes only and may be modified, suspended, or discontinued at any time without notice. Beta Services are provided on an “as is” and “as available” basis, without warranties, service level commitments, or guarantees of performance, availability, or continued support. Peko shall have no obligation to release Beta Services as generally available services. Use of Beta Services is at the Company’s sole risk and may be subject to additional terms or limitations as communicated through the Platform.

4.6. Nothing in this Agreement shall be construed as creating any obligation on Peko to provide any minimum volume of Services, to ensure the availability of any particular Service, or to guarantee any business outcome, commercial benefit, or performance result arising from the Company’s use of the Platform or Services.

4.7. The Company acknowledges that it has not relied on any representation, forecast, roadmap, or expectation regarding future functionality, integrations, or availability of Services except as expressly set out in this Agreement.

4.8. Peko does not guarantee that any Service request, instruction, or operation submitted through the Platform will be successfully completed, executed, or fulfilled, as such outcomes may depend on third-party systems, approvals, or external factors.

4.9. Nothing in this Agreement shall be construed as creating any fiduciary duty, trust arrangement, escrow, or client money relationship between Peko and the Company. Peko does not hold or manage funds on behalf of the Company.

4.10. The Company acknowledges that Peko does not provide legal, tax, accounting, financial, investment, or other professional advice. Any information, tools, dashboards, or insights made available through the Platform are provided for general informational and administrative purposes only and shall not be relied upon as professional advice. The Company is solely responsible for obtaining independent professional advice as required.

5. USER REPRESENTATIONS, WARRANTIES, AND DECLARATIONS

5.1. The Company represents, warrants, and undertakes to Peko, on a continuing basis throughout the term of this Agreement, that it is a duly incorporated and validly existing legal entity under the laws of its jurisdiction of incorporation and that it has full corporate power, authority, and legal capacity to enter into and perform its obligations under this Agreement. The Company further represents that the individual accepting this Agreement and operating the User Account is duly authorised to act on behalf of the Company and to bind the Company to this Agreement and any service-specific terms.

5.2. The Company represents and warrants that all information, documents, and data provided to Peko, whether during registration, onboarding, verification, or at any time thereafter, including Know Your Customer (KYC), Know Your Business (KYB), beneficial ownership, tax, licensing, and contact information, are true, accurate, complete, and not misleading in any respect. The Company undertakes to promptly notify Peko of any change to such information and acknowledges that failure to do so may result in suspension or termination of access to the Platform or Services.

5.3. The Company represents and warrants that it, its directors, officers, shareholders, beneficial owners, and authorised users are not subject to any sanctions, where applicable, restrictions, or prohibitions imposed under Applicable Law, including sanctions administered by competent authorities, and that it does not engage in any activity that would cause Peko or any Service Provider to be in breach of Applicable Law, including anti-money laundering, counter-terrorist financing, sanctions where applicable, or export control laws.

5.4. The Company represents and warrants that it will use the Platform and Services solely for lawful business purposes and in full compliance with Applicable Law, this Agreement, the Acceptable Use Policy, and any applicable service-specific terms. The Company further represents that it will not use and will ensure that its authorised users do not use, the Platform or Services for any fraudulent, unlawful, abusive, or prohibited activity, or in a manner that could expose Peko, or any Service Provider to regulatory, legal, reputational, or financial risk.

5.5. The Company represents and warrants that all accounts, payment instruments, and linked services accessed through the Platform are business accounts and are not established or used for personal, household, or consumer purposes. The Company further acknowledges that consumer protection regimes applicable to retail users do not apply to its use of the Platform or Services to the extent permitted under Applicable Law.

5.6. The Company represents and warrants that it will not access or use the Platform or Services from, or make the Platform or Services available to, any jurisdiction, entity, or person subject to comprehensive sanctions, embargoes, or export control restrictions under Applicable Law, and shall not re-export, transfer, or permit use of the Platform or Services in violation of such restrictions.

5.7. The Company acknowledges that Peko may rely on the representations, warranties, and declarations set out in this Clause for the purposes of regulatory compliance, risk assessment, onboarding decisions, and ongoing monitoring. Any breach of this Clause shall constitute a material breach of this Agreement and may result in immediate suspension or termination of access to the Platform and Services, without prejudice to any other rights or remedies available to Peko under this Agreement or Applicable Law.

6. USE OF THE PLATFORM AND USER OBLIGATIONS

6.1. The Company shall use the Platform and the Services strictly in accordance with this Agreement, the Acceptable Use Policy, all applicable service-specific terms, and Applicable Law. The Company is responsible for ensuring that all individuals authorised to access the Platform on its behalf comply with these requirements and acknowledges that any act or omission by such individuals shall be deemed an act or omission of the Company.

6.2. The Company shall maintain adequate internal controls, policies, and procedures to govern access to and use of the Platform, including appropriate authorisation levels, usage monitoring, and safeguards against misuse, fraud, or unauthorised activity. The Company shall ensure that access credentials are used solely by authorised personnel and shall promptly revoke access upon termination of employment or change in role of any authorised user.

6.3. The Company shall not interfere with, disrupt, or attempt to gain unauthorised access to the Platform, its systems, networks, or data, nor shall it use the Platform in a manner that adversely affects the availability, security, or integrity of the Platform or the Services. The Company acknowledges that Peko may implement monitoring, logging, and security measures to detect, prevent, or investigate actual or suspected misuse, fraud, or security incidents, and consents to such measures to the extent permitted under Applicable Law.

6.4. The Company shall cooperate fully with any reasonable request by Peko for information, documentation, or assistance required to comply with Applicable Law or requests from competent authorities. Failure to provide such cooperation in a timely manner may result in suspension or restriction of access to the Platform or Services.

6.5. Peko may monitor, review, log, audit, or investigate the Company’s use of the Platform and Services for compliance, security, risk management, or regulatory purposes, without notice, to the extent permitted under Applicable Law.

6.6. The Company is solely responsible for the accuracy and completeness of any data, instructions, or inputs submitted through the Platform and acknowledges that errors may result in failed or incorrect Service outcomes.

6.7. The Company is solely responsible for establishing and maintaining internal governance, approval workflows, spending controls, and access permissions in connection with its use of the Platform and Services. Peko shall not be responsible for any misuse, unauthorised activity, or internal policy violations carried out by the Company’s employees, contractors, or authorised users.

7. PROHIBITED USE

7.1. The Company shall not, and shall ensure that its authorised users do not, use the Platform or Services in any manner that is unlawful, fraudulent, deceptive, abusive, or otherwise prohibited under Applicable Law, this Agreement, or the Acceptable Use Policy. Prohibited use includes, without limitation, using the Platform or Services to engage in money laundering, terrorist financing, sanctions violations, bribery, corruption, tax evasion, or any activity that could expose Peko, or a Service Provider to legal, regulatory, or reputational risk.

7.2. The Company shall not attempt to circumvent, disable, or interfere with any security-related features of the Platform, including authentication mechanisms, access controls, usage limits, or monitoring systems, nor shall it introduce malware, viruses, or other harmful code into the Platform. The Company shall not reverse engineer, decompile, disassemble, copy, modify, or create derivative works of any part of the Platform, except to the extent expressly permitted under Applicable Law.

7.3. The Company shall not use the Platform in a manner that infringes the intellectual property, data protection, privacy, or other rights of Peko or any third party, or to transmit or store content that is unlawful, offensive, defamatory, or otherwise objectionable. Any use of the Platform or Services that Peko reasonably determines to constitute Prohibited Use may result in immediate suspension or termination of access, without prior notice, where required to comply with Applicable Law or to mitigate risk.

7.4. The Company shall not access or use the Platform or Services from, or make the Platform or Services available to, any jurisdiction, entity, or person that is subject to trade sanctions, embargoes, export controls, or other restrictions under Applicable Law. Peko may, at its discretion and without liability, restrict, suspend, geo-block, or terminate access to the Platform or Services where required to comply with Applicable Law, export control requirements, sanctions obligations, or lawful directions of competent authorities.

8.FEES, CHARGES, AND TAXES

8.1. Fees and Pricing: The Company agrees to pay all fees, subscription charges, usage-based charges, or other amounts applicable to the Platform or any Services (“Fees”), as displayed on the Platform, communicated during onboarding, or set out in applicable service-specific terms from time to time.

Fees may include, without limitation, account setup fees, subscription fees, renewal fees, feature-based charges, or administrative charges, depending on the Services accessed. By creating a User Account, subscribing to a plan, or continuing to use the Platform or any Services, the Company acknowledges and accepts the applicable Fees.

Except where expressly stated otherwise or required under Applicable Law, Fees are non-refundable, including where access to the Platform or Services is suspended, restricted, or terminated due to the Company’s failure to meet eligibility, compliance, or onboarding requirements.

8.2. Billing and Payment of Fees: Fees shall be payable using the payment methods made available by Peko from time to time, which may include payment cards, invoicing, or other billing arrangements. Peko does not act as a payment service provider or payment intermediary in relation to the payment of Fees and does not hold or safeguard customer funds.

The Company is responsible for ensuring timely payment of all Fees. If Fees are not paid when due, Peko may, without liability and subject to Applicable Law, suspend or restrict access to the Platform or any Services until payment is received.

8.3. To the extent permitted under Applicable Law, Peko may recover any undisputed outstanding Fees by setting off such amounts against any amounts payable by the Company to Peko under this Agreement or any other agreement between the parties.

Nothing in this Agreement authorises Peko to deduct or recover Fees from customer funds, third-party payments, or balances held or processed by third parties.

8.4. Taxes: Unless expressly stated otherwise, all Fees are exclusive of any applicable taxes, duties, levies, or governmental charges, including goods and services tax (GST), as applicable under Indian law. Applicable GST or other indirect taxes shall be charged separately at the applicable rates at the time of invoicing or billing, in accordance with Applicable Law.

Where any Fees are stated as inclusive of applicable taxes, such inclusion shall be clearly indicated on the Platform or in the relevant pricing or billing information.

The Company shall be responsible for all applicable taxes arising from its access to or use of the Platform or Services, in accordance with Applicable Law.

8.5. Changes to fees: Peko may update or modify Fees from time to time by providing notice through the Platform or other reasonable communication channels. Any updated Fees shall apply prospectively. Continued use of the Platform or Services after the effective date of such changes constitutes acceptance of the revised Fees.

9. THIRD-PARTY SERVICES AND SERVICE DELIVERY MODEL

9.1. The Company acknowledges that certain Services made available through the Platform may incorporate, rely upon, or be delivered in whole or in part through Service Providers, depending on the nature of the Service. Such Services may be accessed through various delivery models, including integrated interfaces, embedded or framed components, white-labelled functionality, application programming interfaces (APIs), or other technical or operational arrangements, as determined by Peko from time to time.

9.2. Peko remains the customer-facing platform operator and is responsible for providing access to the Platform, the overall service experience, and customer interaction in relation to Platform usage. Service Providers are responsible for performing those components of a Service that fall within their respective scope, including any execution, processing, fulfilment, technical operation, or compliance obligations applicable to their role.

9.3. Nothing in this Agreement shall be construed as creating a direct contractual relationship between the Company and any Service Provider for purposes of Platform access, nor as transferring Peko’s platform-level responsibilities to such Service Providers. The Company acknowledges that the performance, availability, or outcome of a Service may be affected by the systems, processes, decisions, or requirements of the relevant Service Provider or Applicable Law.

9.5. Peko may, from time to time, modify, replace, add, or remove Service Providers or delivery arrangements used to support the Services, where required for operational, technical, regulatory, security, or business reasons, subject to Applicable Law and Clause 3 of this Agreement.

9.6. The Company acknowledges that access to certain Services may require acceptance of additional third-party terms through the Platform, and such acceptance (including electronic or click-wrap acceptance) shall constitute binding agreement between the Company and the relevant third party.

9.7. The Company acknowledges and agrees that Peko may subcontract, delegate, or otherwise rely on affiliates, Service Providers, or third parties to perform any part of its obligations or to support the operation of the Platform or Services, without requiring further consent from the Company. Peko shall remain responsible for the performance of its obligations under this Agreement, subject to the limitations set out herein and Applicable Law.

10. INTELLECTUAL PROPERTY RIGHTS

10.1. All intellectual property rights in and to the Platform, including its software, architecture, source code, object code, user interfaces, design elements, logos, trademarks, trade names, documentation, and all related materials, are and shall remain the exclusive property of Peko or its licensors. Nothing in this Agreement shall be construed as transferring or assigning any intellectual property rights to the Company, except for the limited right to access and use the Platform in accordance with this Agreement.

10.2. Subject to the Company’s compliance with this Agreement, Peko grants the Company a limited, non-exclusive, non-transferable, non-sublicensable, and revocable licence to access and use the Platform solely for its internal business purposes during the term of this Agreement. The Company shall not copy, reproduce, modify, distribute, sell, lease, sublicense, reverse engineer, decompile, disassemble, or create derivative works from any part of the Platform.

10.3. The Company retains ownership of any data, content, or materials it submits to the Platform in the course of using the Services. By submitting such data or content, the Company grants Peko a worldwide, royalty-free, non-exclusive licence to host, store, process, use, and reproduce such data solely to the extent necessary to operate, maintain, improve, and provide the Platform and Services, comply with Applicable Law, and fulfil contractual obligations.

10.4. The Company represents and warrants that it has all necessary rights, licences, and permissions to submit any data or content to the Platform and that such submission does not infringe the intellectual property, privacy, or other rights of any third party. Peko reserves the right to remove or restrict access to any content that it reasonably believes infringes such rights or violates this Agreement.

11. DATA PROTECTION AND CONFIDENTIALITY

11.1. Each party shall comply with all applicable data protection and privacy laws in India, including the Digital Personal Data Protection Act (DPDPA), 2023 and the rules made thereunder, and any applicable data protection legislation enacted from time to time. Personal data shall be collected, processed, stored, and disclosed in accordance with Peko’s Privacy Policy, which is incorporated into this Agreement by reference.

11.2. The Company acknowledges that, depending on the nature of the Services, Peko may process personal data either on its own behalf or on behalf of the Company or other service partners, as necessary to provide the Platform and Services, comply with Applicable Law, and meet contractual, audit, or reporting requirements. The applicable data processing role shall be determined by the nature of the relevant Service and any applicable service-specific terms.

11.3. By accessing or using the Platform, the Company consents to the processing of personal data, including storage and transfer of such data within or outside India, to the extent required for the operation of the Platform, provision of Services, compliance with Applicable Law, or enforcement of this Agreement. This may include sharing personal data with third-party service providers engaged by Peko for hosting, infrastructure, analytics, communications, customer support, or similar operational purposes, subject to appropriate contractual safeguards.

11.4.Each party shall treat as confidential any non-public, proprietary, or confidential information received from the other party in connection with this Agreement and shall not disclose such information to any third party except as permitted under this Agreement, required by Applicable Law, or with the prior written consent of the disclosing party. Confidential information shall be used solely for the purposes of performing obligations under this Agreement and shall be protected using reasonable technical and organisational safeguards.

11.5. The Company acknowledges and agrees that Peko may disclose information, records, or data relating to the Company, the User Account, or use of the Platform where such disclosure is required to comply with Applicable Law, lawful governmental or regulatory requests, court orders, or to protect the rights, property, or security of Peko or the Platform. The Company shall provide reasonable cooperation in connection with any lawful inquiry or investigation, including after termination of this Agreement.

11.6. The confidentiality obligations set out in this Clause shall survive termination or expiry of this Agreement.

12. LIMITATION OF LIABILITY AND DISCLAIMERS

12.1. The Platform and Services are provided on an “as is” and “as available” basis, subject to Applicable Law. To the maximum extent permitted by Applicable Law, Peko disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, reliability, availability, or uninterrupted operation. The Company acknowledges that its use of the Platform and Services is at its own risk, subject to Applicable Law. Except as expressly agreed in writing, Peko does not provide any service level commitments, uptime guarantees, or availability warranties in relation to the Platform or Services.

To the maximum extent permitted by Applicable Law, Peko shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive losses or damages, including without limitation loss of profits, loss of business, loss of revenue, loss of data, loss of goodwill, business interruption, or wasted management time, arising out of or in connection with this Agreement, the Platform, or the Services, whether arising in contract, tort (including negligence), statute, or otherwise, even if Peko has been advised of the possibility of such losses.

12.2. To the maximum extent permitted by Applicable Law, Peko’s aggregate liability arising out of or in connection with this Agreement, the Platform, or the Services, whether in contract, tort (including negligence), statute, or otherwise, shall not exceed the total fees actually paid by the Company to Peko for the relevant Services in the twelve (12) months immediately preceding the event giving rise to the claim. Where no fees have been paid by the Company, Peko shall have no liability to the Company, to the extent permitted by Applicable Law.

This limitation shall apply cumulatively to all claims arising under or in connection with this Agreement.

12.3. The limitations of liability set out in this Clause shall not apply to the Company’s indemnity obligations under this Agreement.

12.4. Nothing in this Agreement shall exclude or limit liability to the extent such exclusion or limitation is not permitted under Applicable Law.

13. INDEMNITY

13.1. The Company shall indemnify, defend, and hold harmless Peko, its affiliates, and their respective directors, officers, employees, agents, contractors, licensors, and service providers from and against any third-party claims, actions, proceedings, investigations, losses, damages, liabilities, penalties, fines, costs, and expenses (including reasonable legal fees) arising out of or relating to:

13.1.1. any access to, use of, or activity undertaken through the Platform or Services, including any transaction initiated, instruction given, data submitted, action taken, or omission occurring while utilising the Platform or Services, regardless of whether such activity is authorised, unauthorised, intentional, negligent, reckless, or inadvertent;

13.1.2. any breach of this Agreement, any service-specific terms, the Acceptable Use Policy, or any representations, warranties, or undertakings provided by the Company;

13.1.3. any violation or alleged violation of Applicable Law, regulatory requirements, sanctions regimes, where applicable or governmental directives by the Company or any person acting on its behalf;

13.1.4. any inaccurate, incomplete, misleading, or fraudulent information, documentation, declaration, or data provided by or on behalf of the Company, including KYC, KYB, tax, licensing, or compliance information;

13.1.5. any act or omission of the Company, its authorised users, employees, officers, contractors, agents, or any third party acting under the Company’s authority or control, including misuse, abuse, or improper use of the Platform or Services;

13.1.6. any claim that the Company’s use of the Platform or Services infringes, misappropriates, or otherwise violates the rights of any third party; or

13.1.7. any regulatory inquiry, audit, investigation, or enforcement action arising from the Company’s use of the Platform or Services or failure to comply with Applicable Law.

13.2. This indemnity shall apply regardless of whether Peko is named as a party to any claim, proceeding, or investigation, provided that such claim arises from matters for which the Company is responsible under this Agreement.

The indemnity shall not apply to the extent a claim arises directly from Peko’s fraud or wilful misconduct.

13.3. The Company shall cooperate fully with Peko in the defence and resolution of any indemnified claim, including by providing access to relevant information and personnel.

13.4. Peko shall have the right, but not the obligation, to control the defence and settlement of any indemnified claim, provided that Peko shall not enter into any settlement imposing material non-monetary obligations on the Company without acting reasonably.

13.5. The indemnity obligations under this Clause shall survive termination or expiry of this Agreement, to the maximum extent permitted under Applicable Law.

14. SUSPENSION AND TERMINATION

14.1. Suspension or Termination by Peko: Peko may, without prior notice and without liability, suspend, restrict, or terminate access to the Platform, any Services, or the User Account, in whole or in part, where Peko reasonably determines that such action is necessary to comply with Applicable Law or sanctions requirements (where applicable), mitigate risk, prevent fraud or misuse, respond to security incidents, or protect the integrity, stability, or lawful operation of the Platform or Services.

Suspension may be temporary and may, at Peko’s discretion, be lifted or converted into termination subject to the Company’s remediation of the relevant issue and compliance with Applicable Law. Suspension or termination shall not relieve the Company of any obligations accrued prior to such action.

14.2. Termination by the Company: The Company may terminate this Agreement and request closure of its User Account at any time by submitting a termination or account closure request through the Platform or through such other communication channel as Peko may designate. Termination shall be effective only upon confirmation by Peko that the User Account has been closed in accordance with this Clause.

Account closure may be subject to completion of reasonable exit procedures, including settlement of outstanding fees, completion or cancellation of pending transactions, deactivation of active Services, and compliance with applicable service-specific terms or legal requirements.

14.3. Upon termination or expiry of this Agreement for any reason, the Company shall immediately cease all access to and use of the Platform and Services, and all rights granted under this Agreement shall terminate. Peko may deactivate or close the User Account and disable access credentials, subject to Applicable Law and any mandatory data retention, audit, or regulatory obligations.

Termination or closure of the User Account shall not automatically terminate or unwind transactions, Services, or obligations that were validly initiated prior to termination, including payment obligations, regulatory reporting obligations, or post-termination processes. Any service-specific terms governing Services already accessed shall continue to apply to the extent necessary to settle outstanding obligations or comply with Applicable Law.

14.4. Following termination or User Account closure, Peko may retain Company data, records, and transaction information for such period as required under Applicable Law, regulatory requirements, or internal compliance policies. Such retention shall not imply any obligation to provide continued access to the Platform or such data.

14.5. Closure or termination of a User Account is final. The Company shall have no right to reactivation, and any subsequent access to the Platform shall require fresh onboarding, verification, and acceptance of the then-current Agreement.

14.6. Peko may review the Company’s continued access to the Platform following a change in control of the Company where required for legal, regulatory or risk management reasons.

14.7.Data portability:

14.7.1. As part of the account closure or exit procedures, and prior to the final deactivation of the User Account, Peko shall provide the Company with a reasonable opportunity to access and export its Platform-generated business records and transaction history that are made available through the Platform. Such data may be made available in a standard, machine-readable electronic format (such as .CSV or .JSON), as determined by Peko from time to time.

14.7.2. The Company acknowledges and agrees that it is solely responsible for initiating, completing, verifying, and securely storing any data export prior to the account closure.

14.7.3. Following completion of account closure of the User Account, the Company shall no longer have access to the Platform or such data, and Peko shall have no obligation to retain, restore, retrieve, or provide access to the such data, except to the extent retention is required under Applicable Law, regulatory requirements, or Peko’s internal compliance policies.

14.7.4. Nothing in this Agreement shall be construed as requiring Peko to act as an archive, escrow agent, or long-term repository for the Company’s data, or to provide post-termination data extraction, support, or assistance.

14.8. Any provisions which by their nature are intended to survive termination or expiry of this Agreement shall survive, including but not limited to Clause 13 (Limitation of Liability), Clause 14 (Indemnity), Clause 12 (Confidentiality and Data Protection), and notably Clause 16 (Governing Law, Jurisdiction, and Dispute Resolution). The parties expressly agree that the arbitration agreement contained in Clause 16 is severable from the remainder of this Agreement and shall survive even if this Agreement is held to be null, void, or terminated for any reason.

15. FORCE MAJEURE

15.1. Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement to the extent such failure or delay is caused by an event or circumstance beyond its reasonable control (“Force Majeure Event”), provided that such event directly prevents the affected

15.2. The Company acknowledges that the Platform relies on complex technical infrastructure and third-party systems, including hosting providers, telecommunications networks, payment processors, and Service Providers. Accordingly, Peko shall not be liable for any unavailability, suspension, degradation, or disruption of the Platform or Services caused by a Force Majeure Event affecting Peko or any such third parties. Force Majeure shall not excuse the Company’s obligations relating to:

15.2.1. payment of fees or charges already accrued or incurred prior to or during the Force Majeure Event;

15.2.2. compliance with Applicable Law, sanctions, where applicable or regulatory obligations;

15.2.3. cooperation with investigations, audits, or regulatory requests; or

15.2.4. obligations that are capable of performance notwithstanding the Force Majeure Event.

15.3. The affected party shall use commercially reasonable efforts to mitigate the impact of the Force Majeure Event and to resume performance as soon as reasonably practicable. Where reasonably feasible, the affected party shall notify the other party of the occurrence of the Force Majeure Event and its anticipated impact on performance; provided that failure to provide such notice shall not affect the operation of this Clause where notice is impracticable due to the nature of the Force Majeure Event.

15.4. If a Force Majeure Event continues for a prolonged period and materially prevents Peko from operating the Platform or providing the Services in a lawful or commercially viable manner, Peko may suspend or terminate this Agreement in accordance with Clause 14, without liability, subject to Applicable Law and any accrued rights or obligations.

15.5. The Company shall not be entitled to terminate this Agreement solely due to a Force Majeure Event affecting Peko, except where such event results in a permanent cessation of the Platform.

16. GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION

16.1. This Agreement shall be governed by and construed in accordance with the laws of India.

16.2. Any dispute, controversy, or claim arising out of or in connection with this Agreement, including its existence, validity, interpretation, performance, breach, or termination (“Dispute”), shall first be referred to the senior representatives of the parties for resolution through good-faith negotiations. If the Dispute is not resolved within thirty (30) days from the date on which one party notifies the other of the Dispute, it shall be resolved in accordance with Clause 16.3.

16.3. The Dispute shall be finally and bindingly resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be New Delhi, India. The arbitration shall be conducted in the English language by a sole arbitrator appointed in accordance with the Arbitration and Conciliation Act, 1996.

The arbitral award shall be final and binding on the parties and may be enforced by any court of competent jurisdiction in accordance with Applicable Law.

16.4. Notwithstanding the foregoing, Peko may seek interim, injunctive, or equitable relief from any court of competent jurisdiction in India, where necessary to:

16.4.1. comply with Applicable Law or regulatory requirements,

16.4.2. protect the integrity or security of the Platform,

16.4.3. prevent misuse or unauthorised activity, or

16.4.4. preserve assets or evidence.

16.5. To the maximum extent permitted under Applicable Law, the Company agrees that any dispute, claim, or proceeding arising out of or relating to this Agreement shall be brought in the Company’s individual capacity only, and not as a plaintiff or class member in any purported class, collective, representative, or consolidated proceeding.

17. MISCELLANEOUS

17.1. Nothing in this Agreement shall be construed as limiting, waiving, or restricting any obligation, power, discretion, or authority of Peko arising under Applicable Law or imposed by any regulator, or competent authority, nor shall any consent, approval, or action of the Company be required for Peko to comply with such obligations.

17.2. Where required to comply with Applicable Law, regulatory requirements, or directions of competent authorities, Peko may take actions that override or suspend contractual obligations or Platform functionality without liability.

17.3. In the event of any conflict between this Agreement and any regulatory requirement, instruction, or lawful direction of a competent authority, such regulatory requirement or direction shall prevail.

17.4. This Agreement is entered into solely between Peko and the Company for their respective benefit. Except as expressly provided in this Agreement, nothing herein is intended to, or shall be deemed to, confer any rights, benefits, remedies, or claims upon any third party, including any Service Provider, employee, agent, or affiliate of either party, whether as a third-party beneficiary or otherwise.

17.5. The Company acknowledges and agrees that all records, data, logs, communications, transaction histories, audit trails, timestamps, system outputs, and other electronic information generated, maintained, or stored by or on behalf of Peko through the Platform or in connection with the Services shall, to the fullest extent permitted under Applicable Law, constitute valid, admissible, and binding evidence of the matters to which they relate. Such records shall be admissible in any judicial, arbitral, regulatory, or administrative proceedings and shall not be denied evidentiary weight solely on the grounds that they are maintained in electronic form. In the event of any discrepancy between Platform records and user-maintained records, Platform records shall prevail unless proven to be manifestly erroneous.

17.6. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, representations, or communications, whether written or oral, relating to such subject matter. The Company acknowledges that it has not relied on any statement, representation, or warranty not expressly set out in this Agreement.

17.7. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed to the extent necessary, and the remaining provisions shall continue in full force and effect. The parties shall endeavour to replace any invalid or unenforceable provision with a valid and enforceable provision that most closely reflects the original intent. The invalidity, illegality, or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the arbitration agreement set out in Clause 16, which the parties intend to be enforceable regardless of the status of the main Agreement.

17.8. This Agreement is executed in the English language. In the event of any translation or version in another language, the English version shall prevail.

17.9. The Company shall not use Peko’s name, trademarks, or logos in any public communication, marketing material, or press release without Peko’s prior written consent.

17.10. Except with the prior written consent of the Company, Peko shall not use the Company’s name, trademarks, or logos in any public marketing materials or customer lists. Notwithstanding the foregoing, Peko may use anonymised and aggregated data relating to the Company’s use of the Platform for internal analytics, service improvement, benchmarking, and reporting purposes, in accordance with Applicable Law and the Privacy Policy.

17.11. No failure or delay by Peko in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that right, power, or remedy, nor shall any single or partial exercise preclude any other or further exercise thereof. Any waiver shall be effective only if made in writing and signed by the waiving party.

17.12. The Company may not assign, transfer, or novate this Agreement, in whole or in part, without the prior written consent of Peko. Peko may assign or transfer this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of assets, upon notice to the Company, subject to Applicable Law.

17.13. Any notices or communications under this Agreement may be provided electronically through the Platform, by email, or by other reasonable means as determined by Peko, and shall be deemed received in accordance with Applicable Law.

17.14. This Agreement may be executed electronically and in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement.

17.15. Peko shall act as the primary point of contact for Platform-related queries, without prejudice to the responsibilities of Service Providers for execution-related matters.

17.16. The Company acknowledges that payment processing, billing, invoicing, checkout flows, accepted payment methods, and related operational terms applicable to the Platform or any Services may be governed by additional payment or billing policies, checkout terms, or service-specific terms made available on the Platform from time to time. Such terms are incorporated into this Agreement by reference and may be updated in accordance with this Agreement.

For the avoidance of doubt, Peko does not provide payment services, money transmission services, or funds custody services, and does not execute payment transactions except to the extent required for billing Peko’s own fees in accordance with Applicable Law and applicable payment provider arrangements.

17.17. Contact and Communications: The Company may contact Peko using the contact details made available on the Platform from time to time. Peko may communicate with the Company in connection with the Platform or Services through the Platform interface, email, or such other communication channels as Peko may reasonably determine. The Company acknowledges that it is responsible for maintaining accurate and up-to-date contact information and for regularly reviewing communications sent by Peko. Peko shall not be responsible for any delay, failure, or consequence arising from the Company’s failure to receive, access, or review such communications.