Subscription Agreement

Master Services Agreement

This Master Services Agreement (the “Agreement” or “MSA”) is between Xtrius Consulting Services Private Limited (the “Company”) and the Tenant. The Company has developed and owns ColdIQ™, a cloud-native Warehouse Management System for cold-storage facilities, temperature-controlled logistics networks, and bonded-warehouse environments. The Tenant wishes to obtain a non-exclusive licence to use ColdIQ for its internal business operations. This MSA establishes the foundational commercial, legal, and operational framework, under which the parties may execute Statements of Work (SOWs) defining the scope, specifications, milestones, and fees for individual deployments or service phases.

Definitions & Interpretation

Contract Structure & Order of Precedence

This MSA establishes the framework governing the overall relationship; each engagement, facility rollout, or service phase is implemented through one or more SOWs, and all use of the Service remains subject to the EULA. The Contract Documents are: (a) this MSA; (b) the EULA, inclusive of all Annexures; (c) each executed SOW; and (d) any Change Orders or written amendments executed by both parties.

The Contract Documents are read as an integrated whole. In a direct conflict, the descending order of precedence is: (i) executed Change Orders (most recent first); (ii) the applicable SOW; (iii) this MSA; and (iv) the EULA and its Annexures — except that where provisions can be harmonised, both apply. A new SOW, on mutual execution, is incorporated into and governed by this MSA by reference, without amending its main body.

Scope of Services

Statements of Work

Each discrete implementation, facility rollout, enhancement project, or activation of supplementary modules is governed by a separate, mutually executed SOW that, on execution, forms an indivisible part of this MSA. An SOW may set out the project description and success criteria; facility and site details; licensed modules; authorised user counts and roles; recurring Subscription Fees and one-time Professional Services Fees; implementation milestones and acceptance criteria; delivery timelines, support commencement, and Go-Live Date; and commercial assumptions and Tenant responsibilities. Material changes take effect only via a written Change Order signed before the related work begins. Unless an SOW states otherwise, Deliverables are deemed accepted on the earlier of the Tenant’s written acceptance or use in production for more than ten (10) consecutive business days without a written notice of rejection identifying material defects.

Fees, Billing & Payment

The Tenant shall pay the Subscription Fees, Professional Services Fees, one-time implementation charges, and other consideration in the applicable SOW or Order Form. Unless stated otherwise, all fees are in Indian Rupees (INR) and exclusive of statutory levies and taxes. Invoices follow the commercial schedule and milestones in the SOW and may include implementation/onboarding fees, Professional Services charges, recurring Subscription Fees, pre-approved reimbursable expenses, and applicable GST.

Unless an SOW provides otherwise, undisputed invoices are payable within thirty (30) calendar days (“Net 30”) by electronic bank transfer to the account on the invoice (the Tenant bearing bank charges). Overdue undisputed amounts accrue interest at 1.5% per month (compounded) or the maximum permitted rate, whichever is lower, and persistent non-payment may lead to suspension after written notice. The Tenant is liable for all applicable taxes including GST (except taxes on the Company’s net income) and must provide a valid GSTIN for Input Tax Credit; where TDS applies under the Income Tax Act, 1961, the Tenant deducts it and provides the requisite certificates. If an undisputed invoice remains delinquent more than thirty (30) days after a written notice, the Company may suspend access until arrears (with interest) are cleared, without that suspension constituting termination.

Cancellation & Refunds

Implementation Services

Tenant Responsibilities & Cooperation

Successful delivery depends on the Tenant’s timely cooperation. The Tenant shall appoint authorised representatives with decision-making authority; ensure Key Personnel attend project meetings and workshops; and review Deliverables and provide consolidated feedback within SOW timelines. As the primary Data Fiduciary, the Tenant is responsible for the content and lawfulness of data processed via the Service: ensuring master data is accurate and current; maintaining independent off-platform backups of original source data; and warranting that all personal data was collected per the DPDP Act, 2023, with necessary consents (including for processing in Singapore). The Tenant provisions reliable connectivity, compatible hardware and supported browsers, and secure internal networks, and grants the Company timely access to facilities, personnel, documentation, and third-party vendors needed for integration. Tenant-induced delays automatically extend timelines and relieve the Company of resulting schedule impacts and liability.

Technical Support & Maintenance

During the Subscription Term, the Company provides technical Support per the SLA in Annexure C of the EULA — incident logging and assessment; investigation of reproducible material defects; remediations, patches, and updates; functional guidance; minor configuration assistance; and regular security revisions. Support requests are submitted through the Designated Support Channels: the authenticated Customer Support Portal; the designated support email; telephone (reserved for P1 — Critical incidents); or the designated Account Manager where applicable. Unless an SOW modifies it, Support is available Monday–Friday, 09:00–18:00 IST, excluding Indian public holidays, with P1 incidents potentially receiving extended coverage at the Company’s discretion. Security, performance, and statutory-compliance updates (such as DPDP Act, 2023) are provided without additional charge. Support excludes issues from misuse, unauthorised modification, third-party software/integrations not managed by the Company, Tenant network or hardware failures, unsupported browsers, or use contrary to documentation; such assistance, if provided, is Professional Services at prevailing rates.

Intellectual Property Rights

The Company and its licensors retain all right, title, and interest (including all IP Rights) in the ColdIQ platform and its technology — software, source and object code, WMS business logic, proprietary algorithms, APIs, workflows, UI designs, and documentation. As between the parties, the Tenant retains all rights in its Tenant Data and grants the Company a non-exclusive, royalty-free, limited licence to host, process, back up, transmit, and use Tenant Data solely to provide and maintain the Service, remediate issues, and comply with the Tenant’s instructions or law (extending to Sub-processors in Singapore). Any Feedback is assigned to the Company (or licensed perpetually if assignment is ineffective). Unless an SOW states otherwise, implementation deliverables, templates, methodologies, and configuration artefacts remain the Company’s IP, with the Tenant receiving only licence rights for the Subscription Term. Open-source components remain subject to their own licences.

Confidentiality & Non-Disclosure

“Confidential Information” means all non-public, proprietary, or sensitive information disclosed by one party to the other, whether or not marked confidential — including business, marketing, and financial plans; customer and depositor records; pricing and budgets; technical documentation and specifications; software and code; security procedures and audit findings; product roadmaps; and trade secrets, proprietary algorithms, and AI/ML models. The recipient holds it in strict confidence, uses it solely to perform this Agreement, restricts access to Representatives with a need to know who are bound by no-less-protective obligations, and remains liable for their breaches. The obligations do not apply to information that is public through no fault of the recipient, lawfully held before disclosure, independently developed, or rightfully obtained from a third party. Compelled disclosure (including by the RBI) requires prompt notice and reasonable cooperation, disclosing only what is legally required. Obligations survive termination for three (3) years (and, for trade secrets, for as long as they remain trade secrets); on termination the recipient returns or destroys Confidential Information and certifies destruction.

Representations, Warranties & Disclaimers

Each party warrants that it is duly organised and in good standing, has authority to enter into and perform this Agreement, and that performance does not conflict with other obligations. The Company warrants that Services are performed with reasonable skill, care, and diligence consistent with industry standards; that Implementation Services and Deliverables substantially conform to the SOW; and that, during the Subscription Term, the Service performs in material accordance with its documentation, subject to the SLA. The Tenant warrants that it has the rights to provide Tenant Data, that such data does not infringe third-party rights, that its master data is accurate, and that it complies with applicable laws including the DPDP Act, 2023.

Except for the express warranties in this Clause and the EULA, the Service is provided on an “as is” and “as available” basis, with all faults and without warranty of any kind. The Company disclaims all other warranties — including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any representation that the Service will be uninterrupted, timely, secure, or error-free except as stipulated in the SLA. The Company provides no warranty for failures arising from third-party cloud/hosting providers, telecommunications, third-party software, or the Tenant’s own infrastructure.

Limitation of Liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages — including loss of profits, revenue, business, goodwill, opportunity, anticipated savings, or data — regardless of the theory of liability and even if advised of the possibility. Subject to the exceptions below, each party’s total aggregate liability is limited to the total Subscription Fees paid or payable by the Tenant in the twelve (12) months preceding the event giving rise to the initial claim.

These limits do not apply to: fraud, fraudulent misrepresentation, or criminal negligence; wilful misconduct or intentional breach; death or personal injury from negligence; breach of confidentiality (Clause 10); infringement of the other party’s IP Rights; or the Tenant’s fundamental payment obligations and GST. Except where expressly provided (e.g., SLA Service Credits), the remedies in this Agreement are the parties’ sole and exclusive remedies. The parties agree these limits are a fundamental basis of the bargain and a reasonable allocation of risk.

Indemnification

The Tenant shall defend, indemnify, and hold harmless the Company (and its directors Sandeep Kumar Yadav Chowla and Venugopal Raju Lakamraju, officers, employees, and contractors) against third-party claims arising from: a material breach of this Agreement, the EULA, or the Acceptable Use Policy; misuse or unauthorised modification of the Service; unlawful processing of personal data in violation of the DPDP Act, 2023, or the Tenant’s instructions; any allegation that Tenant Data infringes third-party IP or privacy rights; or the Tenant’s violation of Indian law. The Company shall defend and indemnify the Tenant against claims that use of the unmodified ColdIQ platform infringes a registered Indian patent, copyright, or trademark, contingent on prompt written notice, the Company’s sole control of defence and settlement, and reasonable cooperation. The Company’s indemnity excludes claims arising from unauthorised modifications, combination with non-approved hardware/software/data, use contrary to documentation, continued use after a non-infringing update is offered, or bespoke Deliverables built to the Tenant’s specifications.

Term, Termination & Suspension

This Agreement commences on the Effective Date and continues until terminated; each SOW may specify its own Subscription Term governed by this MSA. Unless an SOW states otherwise, each Subscription Term automatically renews for successive twelve (12) month periods, preventable by a written non-renewal notice at least sixty (60) days before the end of the then-current term. Either party may terminate for cause on written notice for an uncured material breach (thirty (30) days’ cure), insolvency, or cessation of business. The Company may suspend access, in whole or part, without prior notice where undisputed invoices are delinquent, where it identifies bona-fide security risks, where unlawful use is detected, or where continued access threatens the Service’s integrity for others — giving prior notice and a chance to remediate where practicable.

On termination: all licence rights revert to the Company; the Tenant ceases use and certifies revocation of credentials; all outstanding fees, interest, and expenses become immediately due; each party returns or destroys the other’s Confidential Information; and the Company deactivates accounts within fifteen (15) days and permanently deletes all digital personal data within sixty (60) days, so it cannot be reconstructed. Provisions that by nature survive (payment obligations, confidentiality, IP, limitation of liability, indemnification, dispute resolution, and governing law) survive termination.

Force Majeure

Neither party is liable for any failure or delay (other than payment for Services already rendered) caused by a Force Majeure Event beyond its reasonable control — acts of God, floods, earthquakes, cyclones, or fires; epidemics or pandemics (and related lockdowns); war, terrorism, sabotage, insurrection, or civil unrest; strikes or labour disputes; governmental actions or embargoes; or widespread failures of public utilities, telecommunications, or third-party cloud infrastructure. The affected party gives prompt written notice (specifying the event, projected duration, affected obligations, and mitigation), performance is suspended for the duration of the event, and the affected party uses commercially reasonable efforts to mitigate and resume. If the event prevents performance of a material portion of the Services for more than ninety (90) continuous days, either party may terminate the affected SOW, with neither party liable except for obligations accrued before termination.

Dispute Resolution & Governing Law

The parties first attempt to resolve any Dispute through good-faith negotiations, escalating to senior management within ten (10) days of a written notice, with a thirty (30) day negotiation period. If unresolved, the Dispute is referred to binding arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator mutually appointed (failing which, appointed by the competent court). The seat and venue are Hyderabad, Telangana, India, and proceedings and the award are in English. Either party may still seek interim injunctive relief from a court to protect its Confidential Information or IP Rights. Unless the Company directs otherwise in writing, the Tenant continues to perform its obligations during any dispute-resolution proceedings.

General Provisions

The parties are independent contractors; this Agreement creates no partnership, joint venture, agency, fiduciary, or employment relationship. The Company may engage qualified subcontractors but remains primarily liable for their performance. No failure or delay operates as a waiver, and any waiver must be in a signed writing. If any provision is held unenforceable, the remainder continues in effect and the provision is replaced by one closest to its original intent. Amendments require a writing signed by both parties. The Agreement and SOWs may be executed in counterparts, and electronic signatures are valid and binding under the Information Technology Act, 2000.

Notices & Formal Communications

Formal notices must be in writing and delivered by personal delivery against acknowledgement, registered post with acknowledgement due, recognised overnight courier with tracking, or email to the primary contact in the Contract Documents (with confirmation of receipt). Notices are directed to the addresses and email contacts in this Agreement or the applicable SOW; a party may change its contact on ten (10) days’ prior written notice. A notice is effective on actual delivery (personal), on acknowledgement of delivery (email), or on recorded delivery (post/courier). Notices delivered during business hours (10:00–17:00 IST) on a working day are effective at close of business that day; otherwise at the start of the next business day.

Entire Agreement & Merger

This MSA, together with the EULA, each executed SOW, all Change Orders, and all Annexures incorporated by reference, constitutes the sole, entire, and integrated agreement between the parties on its subject matter, and supersedes all prior or contemporaneous negotiations, proposals, understandings, and communications, whether written or oral. Neither party has relied on any statement not set out in the Contract Documents. The Contract Documents are read as a consistent whole; in an irreconcilable conflict between this Agreement and an executed SOW, the order of precedence in Section 2 governs.