Enterprise Service Agreement

Master commercial terms for BillBasket POS App Enterprise Customers

1. Introduction and Structure

This Enterprise Service Agreement ("Agreement" or "ESA") is entered into between BillBasket Solutions LLP ("BillBasket", "Company", "we", "our", or "us") and the enterprise customer identified in the applicable Order Form ("Customer"). It governs the provision of the BillBasket POS App and related services to Enterprise Customers — typically multi-outlet retailers, merchant chains, and businesses with multiple users, branches, or locations.

This Agreement consists of: (a) these general terms; (b) one or more Order Forms describing the specific Services, editions, quantities, fees, and term; (c) any Statements of Work (SOW) for professional services; (d) the Service Levels and Support Schedule (Schedule 2); and (e) the Data Processing Agreement (DPA), incorporated by reference. Together these form a single agreement.

Note: Where this Agreement is executed between BillBasket and an Enterprise Customer, it prevails over the standard Terms of Service, Payment & Billing Policy, and Refund & Cancellation Policy to the extent of any express conflict, consistent with those documents. Matters not addressed here continue to be governed by the applicable BillBasket policies.

2. Definitions

• "Order Form" — a document signed or accepted by the Parties specifying the Services, editions, user/branch/outlet/transaction limits, fees, and subscription term.
• "Statement of Work / SOW" — a document describing professional, implementation, or integration services.
• "Subscription Term" — the period during which the Customer is licensed to use the Services, as set out in the Order Form.
• "Service Levels" — the availability and support commitments in Schedule 2.
• "Fees" — the charges payable by the Customer under an Order Form or SOW.

3. Scope of Services and Order Forms

BillBasket shall provide the Services specified in each Order Form during the applicable Subscription Term. Each Order Form is governed by this Agreement. BillBasket may enhance or improve the POS App from time to time, provided it does not materially reduce core functionality during a paid Subscription Term without the Customer's consent or a reasonable equivalent.

4. Implementation and Professional Services

Where the Customer engages BillBasket for implementation, configuration, data migration, multi-outlet rollout, integration, or training, those services shall be described in an SOW. Unless otherwise agreed, professional services are provided on a reasonable-efforts basis. The Customer shall provide timely access to systems, information, and personnel reasonably required.

5. Service Levels and Support

BillBasket shall use commercially reasonable efforts to provide the Services in accordance with the Service Levels and support commitments in Schedule 2. Service Levels do not apply to scheduled or emergency maintenance, issues caused by the Customer's environment or third parties, or force majeure. Remedies for failure to meet Service Levels, if any, are as set out in Schedule 2 and are the Customer's sole remedy for such failure.

6. Fees, Invoicing, and Payment

The Customer shall pay the Fees in each Order Form or SOW. Unless otherwise stated in an Order Form:

• Fees are stated exclusive of applicable taxes;
• Invoices are payable within thirty (30) days of the invoice date;
• Fees for the Subscription Term are non-cancellable and non-refundable except as expressly provided here or required by law;
• BillBasket may charge interest on undisputed overdue amounts at the lower of 1.5% per month or the maximum rate permitted by law;
• Where the Customer issues purchase orders, the operative terms remain those of the Order Form and this Agreement; conflicting purchase-order terms have no effect.

7. Taxes

Fees are exclusive of all applicable taxes, including GST, VAT, and similar levies. The Customer is responsible for such taxes, except taxes based on BillBasket's net income. Where the Customer must withhold tax, it shall provide appropriate documentation and, where applicable, gross up payments in accordance with law and the Order Form.

8. Licence Grant and Restrictions

Subject to this Agreement and payment of Fees, BillBasket grants the Customer a limited, non-exclusive, non-transferable, revocable right to access and use the POS App for its internal business purposes during the Subscription Term, within the user, branch, outlet, location, or transaction limits in the Order Form. The Customer shall not exceed those limits without an additional Order Form. All restrictions and prohibited activities in the Terms of Service and the Acceptable Use Policy apply. Ownership of the Software and all intellectual property remains with BillBasket.

9. Customer Obligations

The Customer shall:

• Use the Services in accordance with this Agreement, the Acceptable Use Policy, and applicable law;
• Be responsible for the acts and omissions of its authorised users and outlets;
• Maintain the security of its credentials, devices, and environment;
• Obtain and maintain any consents, licences, and authorisations required for its use of the POS App and its processing of data through it;
• Comply with applicable taxation, consumer-protection, and (where it accepts digital payments) payment-related laws relevant to its business.

10. Intellectual Property

All intellectual property rights in the Services, Software, documentation, and related materials remain the exclusive property of BillBasket and its licensors. The Customer retains all rights in Customer Data and grants BillBasket a limited right to host, process, and transmit Customer Data solely to provide the Services. Feedback provided by the Customer may be used by BillBasket without restriction, as set out in the Terms of Service.

11. Customer Data and Data Protection

The processing of Personal Data in connection with the Services is governed by the Data Processing Agreement, incorporated into and forming part of this Agreement. The Customer retains ownership of Customer Data. BillBasket processes Customer Data only to provide the Services and as permitted under the DPA, the Privacy Policy, and applicable law, including applicable data-localisation requirements for payment and customer data.

12. Confidentiality

Each Party may receive confidential information of the other. The receiving Party shall: (a) use it only to perform this Agreement; (b) protect it using at least reasonable care; and (c) not disclose it except to personnel and advisers who need to know and are bound by confidentiality. These obligations do not apply to information that is public through no fault of the receiving Party, independently developed, rightfully received from a third party, or required to be disclosed by law (with reasonable notice where permitted).

13. Security

BillBasket maintains a security programme with technical and organisational measures appropriate to the Services, as further described in the DPA. The Customer is responsible for security within its own environment, including endpoint security, access management, and secure configuration of integrations.

14. Warranties

BillBasket warrants that it will provide the Services with reasonable skill and care and that the POS App will perform materially in accordance with its documentation during the Subscription Term. The Customer's exclusive remedy for breach of this warranty is, at BillBasket's option, correction of the non-conformity or, where it cannot do so within a reasonable period, termination of the affected Service and a refund of pre-paid Fees for the unused portion. Except as expressly stated, the Services are provided "as is" and BillBasket disclaims all other warranties to the maximum extent permitted by law.

15. Limitation of Liability

To the maximum extent permitted by applicable law, neither Party shall be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, anticipated savings, or data.

To the maximum extent permitted by applicable law, each Party's total aggregate liability arising out of or related to this Agreement shall not exceed the total Fees paid or payable by the Customer for the affected Service during the twelve (12) months immediately preceding the event giving rise to the claim.

These limitations do not apply to: the Customer's payment obligations; breach of confidentiality; the Customer's indemnification obligations; a Party's liability for fraud, wilful misconduct, or infringement of the other's intellectual property; or any liability that cannot be limited or excluded under applicable law.

16. Indemnification

BillBasket shall defend the Customer against third-party claims that the POS App, as provided by BillBasket and used in accordance with this Agreement, infringes such third party's intellectual property rights, and shall indemnify the Customer for amounts finally awarded or agreed in settlement, subject to the limitations here. This does not apply to claims arising from Customer Data, the Customer's combination of the Services with non-BillBasket products, or use in breach of this Agreement.

The Customer shall defend and indemnify BillBasket against third-party claims arising from Customer Data, the Customer's use of the Services in breach of this Agreement or law, or the Customer's business activities.

17. Term and Termination

This Agreement begins on the effective date of the first Order Form and continues until all Order Forms have expired or been terminated. Each Order Form continues for its Subscription Term and renews only as expressly stated in the Order Form.

Either Party may terminate this Agreement or an affected Order Form for material breach if the other fails to cure within thirty (30) days of written notice. BillBasket may suspend or terminate in accordance with the suspension provisions and the Terms of Service. Either Party may terminate if the other becomes insolvent or ceases business.

18. Effect of Termination and Transition

On termination or expiry: (a) the Customer's right to use the affected Services ceases; (b) accrued payment obligations remain due; (c) BillBasket shall, on request and subject to the DPA, make Customer Data available for export for a reasonable period, after which it may delete Customer Data except where retention is required by law; and (d) provisions intended to survive shall survive. BillBasket may provide reasonable transition assistance on mutually agreed terms.

19. Suspension

BillBasket may suspend the Services where reasonably necessary, including for non-payment of undisputed Fees after notice, security risks, suspected fraud or unlawful use, or material breach of the Acceptable Use Policy, consistent with the Terms of Service. Where practicable, BillBasket shall provide prior notice and limit the scope and duration of suspension to what is reasonably necessary.

20. Force Majeure

Neither Party shall be liable for failure or delay in performing its obligations (other than payment obligations) due to events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, governmental or regulatory action, strikes, internet or telecommunications failures, power failures, infrastructure or payment-gateway failures, cyberattacks, and epidemics or pandemics.

21. Compliance and Anti-Bribery

Each Party shall comply with laws applicable to it. The Customer shall comply with applicable taxation, consumer-protection, and — where it accepts digital payments through the POS App — applicable payment-system, anti-money-laundering, and sanctions laws. Each Party shall comply with applicable anti-bribery and anti-corruption laws and shall not offer or accept improper payments in connection with this Agreement.

22. Audit

BillBasket may, on reasonable notice, verify the Customer's compliance with the licensing limits and use restrictions, no more than once per year unless a material discrepancy or breach is reasonably suspected. If verification reveals usage exceeding licensed limits, the Customer shall pay the applicable Fees for the excess. Data-protection audit rights are governed by the DPA.

23. Dispute Resolution and Arbitration

The Parties shall first attempt to resolve any dispute through good-faith discussions between senior representatives. If unresolved within thirty (30) days, the dispute shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996 (India), by a sole arbitrator appointed by mutual agreement. The seat and venue shall be Pune, Maharashtra, India, and the language English. Either Party may seek interim or injunctive relief from a court of competent jurisdiction to protect its intellectual property, confidential information, or other rights.

24. Governing Law and Jurisdiction

This Agreement is governed by the laws of the Republic of India, without regard to conflict-of-law principles. Subject to the arbitration provision, the courts located in Pune, Maharashtra, India shall have jurisdiction.

India. For Customers established in India, Indian law governs and arbitration is seated in Pune under the Arbitration and Conciliation Act, 1996. The Customer shall comply with applicable Reserve Bank of India regulations relevant to its acceptance of digital payments and applicable GST requirements.

Nepal. For Customers established in Nepal, mandatory provisions of Nepali law apply, including the Electronic Transactions Act, 2008, consumer-protection law, and applicable Nepal Rastra Bank directives. Where mandatory Nepali law requires certain disputes to be resolved before Nepali authorities or courts, that requirement applies notwithstanding the general dispute-resolution clause.

Bangladesh. For Customers established in Bangladesh, mandatory provisions of Bangladeshi law apply, including applicable Bangladesh Bank regulations, the Cyber Security Act, 2023, and consumer-protection law. Where mandatory Bangladeshi law requires certain disputes to be resolved before Bangladeshi authorities or courts, that requirement applies notwithstanding the general dispute-resolution clause.

25. Order of Precedence

In the event of conflict: (1) the applicable Order Form or SOW (for the transaction it governs); (2) the DPA (for Personal Data processing); (3) these ESA general terms and Schedules; (4) the Terms of Service and other BillBasket policies.

26. General

This Agreement, together with its Order Forms, SOWs, Schedules, the DPA, and incorporated policies, constitutes the entire agreement on its subject-matter and supersedes prior agreements on that subject-matter. If any provision is unenforceable, it shall be modified to the minimum extent necessary and the remainder shall continue in effect. No waiver is effective unless in writing. Nothing creates a partnership, agency, or joint venture. This Agreement may be executed electronically and in counterparts.

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Schedule 1 — Order Form (Template)

Each Order Form should specify, at minimum:

• Customer legal name, registered address, and authorised signatory;
• Services and editions ordered;
• User / branch / outlet / location / transaction limits;
• Subscription Term and start date;
• Fees, billing frequency, and payment terms;
• Applicable taxes and tax registration details (GST/VAT/PAN, as relevant);
• Any professional services (with reference to an SOW);
• Renewal terms, if any;
• Special commercial terms, if any.

Schedule 2 — Service Levels and Support

This Schedule sets out the agreed availability target, support hours, response-time targets by severity, escalation path, maintenance windows, exclusions, and any service-credit remedies. Specific commitments are agreed in the Order Form or this Schedule and reflect the edition and support tier purchased. In the absence of a specific commitment, BillBasket provides the Services using commercially reasonable efforts and support during stated business hours.

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Contact and Signatures

BillBasket Solutions LLP Registered Office: 101, Shree Apartment, Ubalenagar, Wagholi, Pune – 412207, Maharashtra, India

• Legal & Compliance: legal@billbasket.in
• General Support: support@billbasket.in
• Phone: +91 86006 00903

This Agreement is accepted by the duly authorised representatives of the Parties as set out in the applicable Order Form. Please contact legal@billbasket.in to initiate an Enterprise agreement.