Vahanse White-Label Platform 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: Contract for partners offering Vahanse-powered compliance services under the partner brand.

Audience: GPS/telematics companies, insurers/distributors, dealers, service networks and channel businesses

1. Parties and Purpose

This White-Label Platform Agreement is between Vahanfin Solutions Private Limited (“Vahanse”) and the partner identified in the Order Form (“Partner”). Vahanse will provide the configured white-label platform and related infrastructure so Partner can offer approved vehicle-compliance capabilities under Partner’s brand.

2. Customer Relationship

Unless the Order Form states otherwise, Partner remains the primary commercial relationship owner for customers originated by Partner. Vahanse will not intentionally market competing Vahanse-branded services directly to such customers using Partner-provided customer data during the term, except as necessary to provide/support the contracted service, comply with law, respond to a customer request, or as otherwise agreed.

This clause does not restrict Vahanse from serving customers independently acquired without use of Partner Confidential Information or Partner customer data.

3. White-Label Components

The scope may include branding, configured domain, customer dashboard, service catalog, pricing display, user management, order tracking, payment visibility, notifications, reports, APIs/webhooks and other modules stated in the Order Form.

4. Brand Licence

Partner grants Vahanse a limited licence to use Partner names, logos and design assets solely to configure and operate the white-label service. Partner warrants that it has rights to such assets. Vahanse may require reasonable changes to prevent unlawful, deceptive or technically incompatible branding.

5. Vahanse Brand and Attribution

Attribution, “powered by Vahanse” wording and visibility will follow the selected commercial plan and legal requirements. Partner may not remove legally required operator, privacy, payment or service disclosures.

6. Custom Domains and Technical Configuration

Partner is responsible for its domain ownership and DNS changes. Vahanse will configure eligible domains and certificates where included. Partner will not point unauthorized domains or circumvent certificate/security controls.

7. Service Catalogue

Only services enabled by Vahanse for Partner may be offered through the platform. Availability may vary by vehicle type, state, RTO, source, Authority, vendor coverage and operational capability. Partner may not advertise an unavailable service as guaranteed.

8. Pricing and Partner Margin

Partner pricing, minimum/maximum controls, Vahanse charges, pass-through amounts, revenue share and settlement mechanics are set out in the Commercial Schedule. Partner must not describe a Vahanse service charge as a government fee or official penalty.

9. Customer Disclosures and Claims

Partner must accurately disclose its role, Vahanse’s infrastructure role where legally required, applicable service charges, third-party/Authority dependencies and refund terms. Partner must not claim government affiliation, guaranteed approvals, guaranteed fine reductions or special Authority access unless formally authorized and documented.

10. Orders and Fulfilment

Orders created through the white-label platform will follow Vahanse’s order state model and enabled fulfilment workflow. Partner will promptly provide required customer documents and responses. Vahanse may use approved vendors and external providers for execution.

11. Customer Support

Support responsibilities are allocated in the Order Form. Partner will handle first-line customer support unless otherwise agreed. Vahanse will provide second-line/platform support and execution escalation according to the selected plan.

12. Payments and Settlement

Payment collection may be by Partner, Vahanse or a payment provider depending on configuration. The Commercial Schedule will define collection entity, settlement cycle, deductions, refunds, chargebacks, taxes, payment-gateway fees and reconciliation reports.

13. Taxes and Invoicing

Each party is responsible for its own taxes and compliant invoices. The parties will document the principal-to-principal, platform, commission, revenue-share or other commercial characterization approved by tax counsel/accountants for the selected model.

14. Data Roles and Customer Consent

Partner is responsible for lawful collection and submission of customer and vehicle data and for required notices/consents. The parties’ data roles and processing instructions are set out in the DPA. Partner will not use Vahanse-provided data outside the agreed customer/service purpose.

15. API and Integration

If API/webhook access is enabled, the API Terms and rate/security requirements apply. Partner will maintain secure credentials and ensure its systems do not expose one customer’s data to another.

16. Fraud, Misuse and Chargebacks

Each party will cooperate to detect fraudulent orders, unauthorized vehicle access, payment abuse and suspicious documentation. Vahanse may suspend an order/account pending reasonable investigation. Chargeback allocation follows the Commercial Schedule based on cause and evidence.

17. Compliance and Vendor Conduct

Neither Partner nor its agents may make unauthorized payments, bribes or facilitation payments to Authorities. Partner must report suspected vendor misconduct. Vahanse may immediately remove a provider or suspend a workflow for compliance risk.

18. Intellectual Property

Vahanse owns the platform, software, APIs and underlying workflow technology. Partner owns its brand, customer relationships and Partner-created content. No source-code or platform ownership transfers under this Agreement.

19. Confidentiality and Non-Circumvention

Each party will protect Confidential Information. Any customer/vendor non-circumvention restriction must be limited to specifically introduced relationships, reasonable duration and applicable law; counsel should finalize enforceability rather than relying on an overbroad restriction.

20. Service Levels

The SLA governs Vahanse-controlled platform and support commitments. Authority or third-party processing times are estimates/TATs unless expressly guaranteed by the responsible party and lawfully controllable.

21. Term, Suspension and Termination

The Agreement continues for the Order Form term. Vahanse may suspend branding/domain/API access for material security, legal, fraud or non-payment risk. Termination will follow the MSA-style cure process unless immediate termination is permitted for serious breach.

22. Post-Termination

Partner will stop using Vahanse technology and remove Vahanse-provided assets/links as instructed. Existing paid Service Orders will be completed or handled under an agreed transition/refund process. Customer data export/deletion follows the DPA and agreed transition period.

23. Liability and Indemnity

The liability/indemnity structure in the Enterprise MSA will apply unless replaced in the White-Label Order Form. Partner is specifically responsible for unauthorized marketing claims, unlawful customer acquisition, misuse of data and Partner-controlled pricing representations.

24. Governing Law and Disputes

Indian law applies. Senior-management escalation followed by sole-arbitrator arbitration seated in Mumbai, Maharashtra, under the Arbitration and Conciliation Act, 1996, unless the parties agree otherwise in the Order Form.

Annexures / Schedules

• Brand & Domain Schedule
• Enabled Services Schedule
• Commercial & Settlement Schedule
• SLA
• DPA
• Support Responsibility Matrix