Master services agreement and statement of work

This agreement is made at Noida on 4 November 2026 between Orchid Retail Private Limited, of Plot 22, Sector 5, Noida, Uttar Pradesh 201301 (the Customer), and Brightline Software LLP, of 3rd Floor, 18 MG Road, Bengaluru, Karnataka 560001 (the Vendor), for software development and maintenance (the services).

This agreement holds the terms that apply to every project. Each project is set out in a statement of work (SOW) signed by both parties, which holds its scope, deliverables, dates and price. If an SOW conflicts with this agreement, this agreement prevails unless the SOW names the clause of this agreement it changes and says it overrides it.

The Vendor delivers each deliverable by the date in the SOW. The Customer has the number of days stated in the SOW to test it and accept it or reject it in writing with reasons. A deliverable is accepted when the Customer accepts it in writing, or when that period ends without a written rejection. The Vendor corrects a rejected deliverable and delivers it again, and the same acceptance period runs again.

For the number of days after acceptance stated in the SOW, the Vendor fixes any defect in a deliverable at no extra charge.

The Customer pays the price in each SOW, invoiced as the SOW states. The Customer pays each correct invoice within 30 days of receiving it. Any GST is payable in addition. Where the income-tax law requires the Customer to deduct tax at source, the Customer deducts it, pays it to the government and pays the Vendor the balance.

Each party's total liability to the other arising out of an SOW is limited to ₹5,00,000. The limit does not apply to a breach of the confidentiality clause or of the data processing schedule, to fraud, or to amounts payable for services. Where an SOW names a sum payable for a particular breach, such as late delivery, that sum is the most payable for that breach.

The Vendor assigns to the Customer the whole of the copyright in every deliverable and in all other work the Vendor makes under an SOW, including the rights to reproduce, publish, adapt, translate and communicate it to the public, each part as it comes into existence. The assignment is worldwide, lasts for the full term of copyright and covers print, electronic and online media and every other medium or mode of exploitation in commercial use on the date of the SOW concerned. The consideration for the assignment is included in the SOW price. The assignment does not lapse if the Customer does not exercise the rights within one year. Tools and material the Vendor owned before the SOW stay the Vendor's; where they form part of a deliverable, the Vendor allows the Customer to use them as part of it, worldwide and without time limit.

Confidential information means information one party gives the other under this agreement that is marked confidential or that a reasonable person would treat as confidential. It does not include information that is public without a breach of this agreement, that the receiving party already knew, or that it received from someone free to share it. Each party uses the other's confidential information only for this agreement, shares it only with its own people and sub-contractors who need it and are bound to keep it confidential, and keeps it confidential while this agreement runs and for three years after it ends.

The Vendor processes personal data for the Customer only under the data processing schedule, which forms part of this agreement.

This agreement runs until either party ends it by giving the other 60 days' written notice. An SOW running when notice is given continues on these terms until it is complete, unless the parties agree otherwise in writing. On ending, the Customer pays for work done up to that date, and each party returns or deletes the other's confidential information.

This agreement and every SOW are governed by the laws of India. The courts at Noida have jurisdiction over any dispute arising out of them.

The Vendor works as an independent contractor. This agreement, with its SOWs and schedules, is the whole agreement between the parties on its subject. A change is valid only in writing signed by both parties. If a part is found unenforceable, the rest continues. Neither party may assign it without the other's written consent. Notices go to the addresses at the top of this agreement or to an email address a party names in writing.

This SOW is made under the Master Services Agreement dated 4 November 2026 between Orchid Retail Private Limited (the Customer) and Brightline Software LLP (the Vendor). The terms of that agreement apply to it.

This schedule forms part of the Master Services Agreement dated 4 November 2026 between Orchid Retail Private Limited (the Customer) and Brightline Software LLP (the Vendor). The personal data covered is: names, phone numbers, addresses and order history of the Customer's customers.

1. The Vendor processes the personal data only to perform the SOWs and only on the Customer's documented instructions.
2. The Vendor keeps reasonable security safeguards to prevent a personal data breach, including limiting access to its people who need it for the work.
3. The Vendor tells the Customer in writing of any personal data breach within 24 hours of becoming aware of it, with what it knows of the breach, and helps the Customer respond.
4. The Vendor does not engage another person to process the personal data without the Customer's prior written consent, and binds any such person to terms no less protective than this schedule.
5. The Vendor helps the Customer answer requests from the people whose data it is.
6. When the MSA ends, or earlier if the Customer asks, the Vendor erases the personal data or returns it, as the Customer directs, and confirms in writing that it has done so, keeping only what a law requires it to keep.
7. The Customer may ask for reasonable information to check that the Vendor follows this schedule, and the Vendor provides it.

For the parties only. This sheet is not part of the agreement.

• Stamp the MSA and each SOW before or at the time of signing, under the Stamp Act of the State where it is signed, at that State's rate (Indian Stamp Act, 1899, ss.3 and 17). An unstamped document is not admitted in evidence until the duty and a penalty are paid (s.35). This sheet states no rate; we check it for your State.
• Where a contract names a sum to be paid on a breach, such as a sum for late delivery in an SOW, the party complaining receives reasonable compensation up to that sum, whether or not actual loss is proved (Indian Contract Act, 1872, s.74). Set any such sum at a figure you can explain. The liability cap is a separate term that limits what either side pays.
• A copyright assignment is valid only in writing signed by the person assigning it, and has to name the work, the rights, the duration, the territory and the consideration (Copyright Act, 1957, s.19(1) to (3)). Without a stated duration it lasts five years, without a territory it covers India, and unused rights lapse after a year unless it says otherwise (s.19(4) to (6)). The ownership clause states all of these.
• From 13 May 2027, a business may have a processor handle personal data on its behalf only under a valid contract, and stays responsible for that processing whatever the contract says (Digital Personal Data Protection Act, 2023, s.8(1) and (2); G.S.R. 843(E)). The data processing schedule is written for that.
• For the next project, copy the SOW, number it 2 and fill in the new scope, dates and price. The MSA stays as it is.