Vahanse Enterprise Master Services Agreement

Status: DRAFT — FOR LEGAL REVIEW — NOT FOR EXECUTION

Version: 0.9 - Counsel Review Draft

Draft date: 31 August 2026

Operator: Vahanfin Solutions Private Limited (CIN U52290JH2023PTC021512)

Brand: Vahanse

Head office: Vahanfin Solutions Pvt Ltd, Nabibux House, 3rd Floor, Vakola Bridge Road, Santacruz (E), Mumbai 400 055, Maharashtra, India

This document is a Vahanse-specific working draft prepared for Vahanfin Solutions Private Limited (CIN U52290JH2023PTC021512), which operates the Vahanse brand. It is not legal advice and must be reviewed, approved and adapted by qualified Indian counsel before publication, signature or reliance. Commercial values, support contacts, regulatory representations, security commitments, service levels and any customer-specific terms must be validated against actual operations and contracts.

Purpose: Master contract for enterprise customers using Vahanse platform, APIs and managed compliance workflows.

Audience: Fleets, logistics, mobility, finance, leasing, insurers and large enterprises

1. Parties and Structure

This Master Services Agreement (“MSA”) is entered into between Vahanfin Solutions Private Limited, operating the Vahanse brand (“Vahanse”), and the customer identified in an executed Order Form (“Customer”). This MSA, each Order Form, SOW, Commercial Schedule, SLA, DPA and expressly incorporated schedule form the “Agreement”.

2. Definitions

“Vahanse” means the technology platform, interfaces, APIs, dashboards, workflows, documentation, software and related services made available under the Vahanse brand by Vahanfin Solutions Private Limited. “Authority” means any court, virtual court, police authority, transport department, RTO, government portal, statutory body or other governmental or quasi-governmental authority. “Third-Party Provider” means an independent data source, payment provider, service professional, insurer, vendor, technology provider or other third party used in connection with a Service. “Vehicle Data” includes registration identifiers, RC-related information, challan records, insurance/fitness/permit/PUC/tax status, documents, service history and related metadata. “Service Order” means a request initiated through Vahanse for a compliance, documentation, payment, facilitation, renewal, verification or related workflow. “Customer Data” means data submitted by or for Customer to Vahanse. “SOW” means a statement of work. “Subscription Services” means contracted software/API services. “Managed Services” means agreed operational or execution support.

3. Services

Vahanse will provide the Subscription Services and any Managed Services described in the applicable Order Form/SOW. Services may include vehicle onboarding, compliance monitoring, alerts, API access, workflows, service orders, documents, dashboards, user/role management, reporting, vendor coordination and reconciliation.

No feature, source, jurisdiction or Authority workflow is included unless identified in the applicable service scope or generally made available under the contracted product.

4. Implementation and Dependencies

Each party will provide the personnel, access, data, testing and decisions reasonably required for implementation. Delays caused by Customer systems, incomplete data, unavailable source systems, security approvals or third parties will extend dependent timelines.

Customer will nominate business, technical and commercial contacts with authority to make implementation decisions.

5. Customer Systems and Integration

Customer is responsible for its systems, network, credentials and integration code outside Vahanse-controlled environments. API credentials must be stored securely and may not be shared beyond authorized systems/users.

6. Authorized Users and RBAC

Customer controls its user assignments and must promptly disable access for departed or unauthorized personnel. Where hierarchy, branches, roles or category-based restrictions are supported, Customer is responsible for appropriate configuration and periodic review.

7. Customer Data and Instructions

Customer retains ownership of Customer Data. Customer grants Vahanse the rights necessary to host, copy, transform, transmit, access and otherwise process Customer Data to provide, secure and support the Services and comply with law.

Customer warrants that it has all rights, notices, consents, permissions and lawful bases required to provide Customer Data and instruct Vahanse to process it.

8. Vehicle and Source Data

Vehicle/compliance information may depend on government, customer or third-party sources. Vahanse will use reasonable efforts to retrieve and process available information but does not warrant that external source data is complete, current or continuously available.

9. Service Orders and Managed Execution

Where Customer orders a transaction or managed workflow, Vahanse will process it in accordance with the applicable service scope and status model. Vahanse may use approved vendors/Third-Party Providers. Authority-controlled outcomes and timelines are excluded from Vahanse-controlled SLA measurements unless expressly agreed otherwise.

10. Fees, Invoicing and Taxes

Customer will pay platform, API, implementation, transaction, managed-service and other charges stated in the Commercial Schedule. Unless otherwise stated, invoices are payable within [15/30] days. Amounts are exclusive of applicable GST and other taxes, except taxes on Vahanse’s net income.

Vahanse may suspend non-critical Services for undisputed amounts overdue beyond an agreed cure period.

11. Government and Third-Party Amounts

Authority fees, statutory amounts, insurance premiums, payment-gateway fees, vendor expenses or other pass-through costs may be charged separately. Vahanse will not retain amounts represented as government/Authority receipts except as required to process the transaction and reconcile payment.

12. Service Levels and Support

Platform/service support commitments are set out in the SLA. SLA commitments apply only to Vahanse-controlled systems/components expressly covered. Government portals, Authority decisions, telecommunications, Customer systems and third-party source outages are exclusions as specified in the SLA.

13. Security

Vahanse will maintain reasonable administrative, technical and organizational safeguards consistent with the Security Annexure/Overview then applicable to the contracted Services. Customer will comply with security requirements applicable to its integration and users.

14. Data Protection

The parties will comply with applicable data-protection law. Where Vahanse processes personal data on Customer’s documented instructions, the DPA applies. Each party remains responsible for processing it independently determines.

15. Confidentiality

Each recipient will protect the other party’s non-public technical, business, commercial and security information with at least reasonable care and use it only for the Agreement. Exceptions apply to information independently developed, lawfully received without restriction, already known without duty, or publicly available without breach.

16. Intellectual Property

Vahanse retains all rights in the platform, APIs, software, workflows, documentation, models, general know-how and improvements not constituting Customer Data. Customer retains its systems, trademarks, customer data and pre-existing materials.

Customer feedback may be used by Vahanse without restriction provided it does not disclose Customer Confidential Information or personal data.

17. Aggregated and De-identified Information

Subject to applicable law and the DPA, Vahanse may generate and use aggregated or de-identified operational information that does not identify Customer, an individual, or a specific vehicle/customer relationship, for security, capacity planning, benchmarking and product improvement. Counsel should validate the final de-identification standard.

18. Third-Party Services

Services may interoperate with third-party or Authority systems. Vahanse is not responsible for independent third-party terms, data quality or downtime except to the extent Vahanse expressly assumes responsibility in an Order Form.

19. Warranties

Each party warrants that it has authority to enter the Agreement. Vahanse warrants that it will provide Services with commercially reasonable skill and care. Customer’s exclusive remedy for a material breach of this service warranty is re-performance or, if re-performance is not reasonably possible, termination/refund of prepaid fees for the materially affected future service period.

20. Compliance and Anti-Corruption

Each party will comply with applicable anti-bribery, anti-corruption, sanctions and other laws relevant to its performance. Neither Customer nor any Vahanse vendor is authorized to make unlawful payments to an Authority or represent that an unofficial payment is required by Vahanse.

21. Indemnities

Vahanse will defend Customer against a third-party claim that Vahanse’s core proprietary software, when used as authorized, infringes an Indian intellectual-property right, subject to standard exclusions and Vahanse control of defense.

Customer will defend Vahanse against claims arising from Customer Data, unauthorized vehicle/data use, Customer products, unlawful instructions or Customer’s breach of law. Each indemnified party must provide prompt notice, reasonable cooperation and control of defense to the indemnifying party, subject to settlement protections.

22. Limitation of Liability

Except for excluded liabilities to be finalized by counsel (for example confidentiality breach, IP indemnity, fraud/wilful misconduct, payment obligations and liabilities that cannot be limited by law), each party’s aggregate liability arising from the Agreement will not exceed the fees paid or payable by Customer under the affected Order Form during the twelve months preceding the event giving rise to liability.

Neither party will be liable for indirect, special, punitive or consequential loss, loss of profits or loss of business opportunity, except to the extent such exclusion is prohibited by law or expressly carved out.

23. Insurance

Each party will maintain insurance reasonably appropriate to its business and legal obligations. Specific cyber/professional liability limits may be stated in an enterprise Order Form if required.

24. Term and Renewal

This MSA begins on the Effective Date and continues while an Order Form remains active. Each Order Form has the term and renewal provisions stated in it.

25. Termination

Either party may terminate for uncured material breach after [30] days’ written notice, or immediately for insolvency, illegality, serious security abuse or other cause specified in an Order Form. Customer remains responsible for accrued fees, committed non-cancellable third-party costs and completed Service Orders.

26. Exit, Data Return and Deletion

On termination, Vahanse will provide reasonable access to export Customer Data in its then-supported format during an agreed transition period, subject to payment and legal retention. Personal data will then be deleted or retained in accordance with the DPA, law and documented retention obligations.

27. Audit and Records

Vahanse will maintain records reasonably necessary to support invoicing, security and contracted reporting. Audit rights, if required, will be subject to reasonable scope, confidentiality, security, frequency and cost controls, with third-party assurance used where available.

28. Publicity

Neither party may use the other’s name or logo in public marketing without prior written approval, except Vahanse may identify Customer only where an Order Form or separate written approval expressly permits it.

29. Force Majeure

Neither party is liable for delay caused by events beyond reasonable control, including government/Authority system outage, court/transport disruption, widespread internet/cloud failure, natural disaster, war, civil disorder or legal restriction, provided it uses reasonable efforts to mitigate.

30. Dispute Resolution

The parties will first escalate disputes to senior management for good-faith resolution. If unresolved within 30 days, the dispute will be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996 by a sole mutually appointed arbitrator. Seat and venue: Mumbai, Maharashtra; language: English. Courts at Mumbai will have supervisory jurisdiction, subject to applicable law.

31. General

Order of precedence: Order Form/SOW, DPA (for data-protection issues), SLA, Commercial Schedule, this MSA, then referenced policies, unless expressly stated otherwise. Assignment, notices, amendments, waiver, severability, electronic signatures and counterparts will be handled under standard contract principles. Neither party creates a partnership, employment or agency relationship except as expressly stated.

Annexures / Schedules

• Schedule A – Order Form / Scope
• Schedule B – Commercial Schedule
• Schedule C – SLA
• Schedule D – Security Annexure
• Schedule E – DPA
• Schedule F – Implementation Plan