This Master Services Agreement (“Agreement”) between 1st party Sarvoday Techno Solutions Private Limited hereinafter in brief “STS” located at the above address, and the person joining the First Party as facilitator, is effective as of the date specified above (the “Effective Date”).

Definitions-

• “Company” means Sarvodaya Techno Solutions Private Limited, in brief “STS”.
• “Client” means Voters Party International, in brief “VPI”.
• “Facilitator” means the person who will educate and facilitate the donors to donate online to the client of the company.
• “Motivator Facilitator” means the facilitator who will motivate a person to join the STS as facilitator.

The parties agree as follows:

Introduction

It is the policy of the Government of India to promote a cashless economy to minimize corruption. Sarvoday Techno Solutions Private Limited, the first party of this contract, is trying to cooperate the government to create the cashless economy. Many people of our country who like ideas of first-party are illiterate, don’t know English or don’t have Android mobile sets. As a result, they are not able to subscribe to the first party online and they are not able to make donations to first party online.

Services of First party

1. The First party of this contract will provide training, will produce work force and will issue certificates and license to trained/eligible persons to facilitate, help, train, motivate and assist those who want to subscribe to the second party online and make online donations to client of the first party.
2. Trained personnel (hereinafter will be called certified/licensed helpers or facilitators or Motivators or employees or functionaries) of First party will go from village to village, ward to ward, street to street and house to house to introduce people to the benefits of cashless economy, and encourage online transfer instead of cash transfer for donations.
3. Certified/licensed facilitators of First party will provide online membership to persons interested in joining the client of the First Party. facilitators of First party will also help those desirous of giving grants/donations to the client of the First Party. If the person desirous of making the donation to client does not have an Android mobile set and/or does not have any net banking facility, the trained personnel of First party will transfer on line to the account of the client of the first party from his/her own account and in lieu of the transfer he/she will receive cash from the desirous person willing to donate to client of the First Party.
4. The first party in collaboration with its client will duly keep records of the amounts and transactions that the employees/trained helpers of the First party will help to transfer amount online to the account of the client of the first party. The First party will share the records with the First party through the dashboard provided to second party. The First party will send service charges to second party bimonthly. If the Second Party is not able to withdraw his/her service charges due to error in software or any technical fault the company will not be liable to pay any interest against the service charge.
5. The certified/licensed facilitators of the Second Party must refer the identification code/referral code of the First party and/or also of any facilitators who had motivated him/her to join STS and facilitator in order to the money transfer to the account of the client of the First Party. So that it may be identified that which transfer has been made by which facilitator. If money has been transferred online to the account of the client of the first party but there is no mention of the motivator facilitator, in the transfer process, the First party will not pay any amount to the facilitator in lieu of the amount so transferred. .
6. To attract English medium comparatively more competent and gentle youths, the First Party will be guided by the policy to provide such service charges to Second Party so that the Second Party may be able to maintain at least Mini car to perform their duties. The service charges to meet this purpose may be based on the percentage of their donated amount or will be based on fix charges per transaction.
7. The service fee charged by the second party should, under any circumstances, be less than 40% of the amount transferred to the account of the client of the First party. The service charges of Second Party will not be higher in any condition in comparison to the donated amount.
8. If another Facilitator proposes the First party to provide services of on line money transfer fee of cost or on less than 40% charges and the proposal is approved by the First party after examination, the First party may stop taking the services of the Second party on a notice of 1 month, or, the First party can send a proposal to the Second party to reduce the service charges. It will be possible for the First Party to continue to take the services of the Second party only if the First party accepts the proposal sent by the Second party.
9. The service charges charged by the Second Party for services given to the client of the First party will be reviewed in the month of March and September every year. Based on the policy on service fee unanimously revised by both sides, the First party will seek service charges from the First Party for the next 6 months.
10. With collaborations with the client, the First Party will provide the facilities required for online services to the Second party such as domains and software. In case of termination of contract, the First party will have to give up the said facilities.
11. In case of violation of contract conditions, the first party may discontinue the software services offered to the Second party by giving 7 days notice.
12. The First party shall have the right to look into the KYC of the second Party and work done by the Second Party appointed for the services to be provided to the client of the First Party.
13. No transaction will be made by the Second party except the account of the client of the First Party given in the software/portal given to Second Party by the First Party.
14. No transaction will be made by the First Party except the account of the Second Party given in the software/portal given to Second Party by the First Party.
15. If any fraud is committed by the Second Party in order to process the donation to client of the First Party, the Second Party will be responsible himself / herself.
16. The special prize and awards may be given by the First Party to the Second Party against their extraordinary performances, honesty and working culture, but getting prize and/or awards will not be the right of the Second Party. The extraordinary performances, honesty and working culture of the Second Party will be assessed observing the motive of the Second Party behind his/her works. The Second Party will work with the motive to donate more and more amounts to client of the First Party but will also work with motive to make donors a regular donor to the client.
17. The right to amend the terms and conditions and clauses of agreement will be reserved with the First Party. Amended classes of instant agreement will be communicated via notification by the First Party to Second Party.
18. Fees & Payment: First Party agrees to pay all service charges specified as per the instant contract to Second Party. All payments shall be made in Indian Rupees. Second Party shall be responsible for all taxes, withholdings, duties and levies arising from the services (excluding taxes based on the net income of SECOND PARTY ). The Policy of the payment of service charges from First Party to the Second party will be made in the joint conference of both the parties. But the First party will only pay the mutually agreed payment of service charges to second party only on the approval of the client of the First Party.
19. Terms of Agreement:

(a) Unless terminated earlier in accordance with (b) below, the initial term of this Agreement shall commence on the Effective Date and Terminate on the date decided by the First Party.

(b)   Either party may terminate this Agreement at any time if the other party: (i) fails to cure any material breach of this Agreement within thirty (30) days after written notice of such breach or (ii) ceases operation without a successor. Termination is not an exclusive remedy and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.

20. Any templates, schematics, processes or technical documentation provided by FIRST PARTY shall be deemed Confidential Information and proprietary information of FIRST PARTY without any marking or further designation. Second Party may use such information solely for its own internal business purposes.
21. Assignment: This Agreement may not be assigned by either parties without the prior written consent of each other (i) pursuant to a merger or change of control or (ii) to an assignee of all or substantially all of FIRST PARTY ’s assets or the assets of the Second Party as the case may be. Any purported assignment in violation of this section shall be void.
22. Disputes; Governing Law; Arbitration: Indian Constitution law will govern and enforce this  Agreement. Any litigation or arbitration between First and SECOND PARTY will take place in Delhi only. First Party and SECOND PARTY waive any objection to personal jurisdiction or venue in any forum located in those jurisdictions. Except for a claim of payments of amounts due, no action, regardless of form, arising out of this Agreement may be brought by either party against the other more than one year after the cause of action has arisen. At the option of either First Party or Second PARTY , any dispute arising from or with respect to this Agreement will be decided by arbitration as per laws applicable in India in accordance with its Commercial rules.
23. Complete Understanding; Modification: This Agreement, including any and all Attachments and Schedules attached hereto, constitutes the full and complete understanding and agreement between First Party and SECOND PARTY and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by both First Party  and SECOND PARTY .
24. Waiver and Severability: Waiver or failure by either party to exercise in any respect any right provided for in the Agreement will not be deemed a waiver of any further right under this Agreement. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable for any reason, the remainder of this Agreement will continue in full force and effect.
25. Force Majeure: Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which are beyond the reasonable control of such party, such as Lock down, strikes, blockade, war, terrorism, riots, natural disasters, and/or refusal of license by  the government, insofar as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.
26. Notices and Reports: Any notice or report hereunder shall be in writing to the notice address set forth below and shall be deemed given: (i) upon receipt if by personal delivery; or (ii) upon receipt if sent by certified or registered Indian mail (return receipt requested); or (iii) one day after it is sent if by next day delivery by a major commercial delivery service; or (iv) if sent via email mentioned in this agreement or via whatsapp in the number provided hereunder.