QLUTCHGRID PARTNER AGREEMENT

This Partner Agreement (“Agreement”) is entered into on 18 May 2026 (“Effective Date”) by and between:

RideLink Innovations Private Limited, a company incorporated under the Companies Act, 2013, having its registered office at Chennai, Tamil Nadu, India, operating under the brand name “QlutchGrid” (hereinafter referred to as “QlutchGrid”, “Company”, “We”, or “Us”), which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns, of the FIRST PART; AND the undersigned service provider, being a corporation having its principal place of business at [Partner's Address] (hereinafter referred to as the “Partner” or “You”), which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns, of the SECOND PART.

QlutchGrid and the Partner are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

WHEREAS

A. QlutchGrid owns and operates a technology platform, including a mobile application and website under the brand name ‘QlutchGrid’ (the “Platform”), which acts as a marketplace to connect vehicle owners (“Users”) with verified third-party providers of automotive care services.

B. The Partner is engaged in the business of providing professional automotive care services, including but not limited to car washing, detailing, coating, and related services (“Services”).

C. The Partner desires to be listed on the Platform to offer its Services to Users, and QlutchGrid is willing to list the Partner, subject to the terms and conditions set forth in this Agreement.

1. DEFINITIONS

1.1. “Applicable Law” means any statute, law, regulation, ordinance, rule, judgment, order, decree, by-law, approval from the concerned authority, government resolution, directive, guideline, policy, requirement, or other governmental restriction in force in India.

1.2. “Confidential Information” means any information disclosed by one Party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. It includes, but is not limited to, Platform Data, User information, business strategies, financial information, and the terms of this Agreement.

1.3. “Intellectual Property Rights” means all patents, rights to inventions, copyright and related rights, trademarks, service marks, trade names, domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

1.4. “Platform Data” means all data and information collected, generated, or processed through the Platform, including but not limited to User personal data, booking details, transaction histories, payment data, customer reviews, and any aggregated or anonymized data derived therefrom.

1.5. “Service Level Agreement” or “SLA” means the service level standards and key performance indicators as specified in Annexure B hereto, which may be updated by QlutchGrid from time to time upon notice to the Partner.

2. SCOPE OF AGREEMENT & ONBOARDING

2.1. QlutchGrid hereby grants the Partner a non-exclusive, limited, non-transferable, and revocable right to access and use the Platform’s partner-facing tools (the “Partner Dashboard”) for the sole purpose of listing, managing, and providing its Services to Users in accordance with this Agreement.

2.2. The Partner shall provide all necessary documentation and information as required by QlutchGrid for its onboarding and verification process, including but not limited to business registration certificates, GST registration, PAN card, and bank account details.

2.3. The approval of the Partner’s listing on the Platform shall be at the sole and absolute discretion of QlutchGrid.

3. PARTNER'S REPRESENTATIONS, WARRANTIES, AND OBLIGATIONS

3.1. The Partner represents and warrants to QlutchGrid that: (a) It is a duly organized and validly existing entity under the laws of India and has the full power and authority to enter into and perform its obligations under this Agreement. (b) It holds all necessary licenses, permits, registrations, and approvals required under Applicable Law to conduct its business and provide the Services. (c) It is in full compliance with all Applicable Laws, including but not limited to labor laws, environmental regulations, health and safety standards, and tax laws. (d) All information provided to QlutchGrid is and will remain true, accurate, and complete.

3.2. The Partner covenants and agrees to: (a) Provide the Services in a professional, diligent, and workmanlike manner, consistent with the highest industry standards. (b) Strictly adhere to all performance metrics and standards set forth in the Service Level Agreement (Annexure B). (c) Honour all confirmed bookings made by Users through the Platform at the price and on the terms agreed upon at the time of booking. (d) Ensure that its service facility is clean, safe, and compliant with all applicable health and safety regulations. (e) Keep all information listed on the Platform, including service descriptions, pricing, and availability, accurate and up-to-date at all times. (f) Not engage in any activity that is fraudulent, illegal, or may, in QlutchGrid’s reasonable opinion, harm the brand, reputation, or goodwill of QlutchGrid.

4. QLUTCHGRID'S OBLIGATIONS

4.1. QlutchGrid shall: (a) Provide the Partner with access to the Partner Dashboard to manage its listings and bookings. (b) Use commercially reasonable efforts to market the Platform and make the Partner’s Services visible to Users. (c) Facilitate the collection of payments from Users on behalf of the Partner. (d) Provide reasonable technical support to the Partner in relation to the use of the Partner Dashboard.

5. COMMERCIAL TERMS: FEES, PAYMENTS, AND TAXES

5.1. Fees and Commissions: The Partner agrees to pay QlutchGrid the onboarding fees, subscription fees, and/or commission fees as specified in the commercial plan selected by the Partner, the details of which are set forth in Annexure A (“Commercial Terms”). All fees are exclusive of applicable taxes, including GST.

5.2. Payment Settlement: QlutchGrid shall collect the total service fee from the User. Within a defined settlement cycle (e.g., T+7 business days, where ‘T’ is the date of successful service completion), QlutchGrid shall remit to the Partner’s designated bank account the amount collected, less: (i) the applicable fees as per Annexure A, (ii) any applicable taxes on such fees, (iii) payment gateway charges, and (iv) any other amounts due from the Partner to QlutchGrid under this Agreement (including refunds, chargebacks, etc.).

5.3. Refunds and Chargebacks: The Partner shall be solely and fully liable for all customer chargebacks, refunds, or payment disputes arising from or related to the Services provided by the Partner. QlutchGrid shall have the absolute right to debit the full amount of any such chargeback or refund from any current or future payments due to the Partner.

5.4. Taxes: The Partner is an independent contractor and is solely responsible for the calculation, collection, and remittance of all applicable taxes (including GST) on the Services it provides to Users. The Partner shall indemnify QlutchGrid against any claims, penalties, or liabilities arising from the Partner's failure to comply with its tax obligations.

5.5. Right to Modify Commercial Terms: QlutchGrid reserves the right to unilaterally modify the Commercial Terms set forth in Annexure A by providing the Partner with thirty (30) days' prior written or electronic notice. The Partner's continued use of the Platform after the expiry of such notice period shall constitute its binding acceptance of the revised terms.

6. INTELLECTUAL PROPERTY RIGHTS

6.1. QlutchGrid's IP: QlutchGrid retains all right, title, and interest in and to its Intellectual Property Rights, including the Platform, its underlying technology, branding, logos, and all related materials. This Agreement does not grant the Partner any rights to QlutchGrid’s IP, except for the limited right to display QlutchGrid branding as may be expressly permitted in writing.

6.2. Partner's IP License Grant: The Partner hereby grants to QlutchGrid a non-exclusive, royalty-free, fully paid-up, worldwide, sub-licensable license to use, host, display, reproduce, modify, and distribute the Partner's name, logos, service marks, trademarks, and any content provided by the Partner (including photographs, service descriptions, and promotional materials) for the purposes of operating the Platform, listing the Partner's Services, and conducting marketing and promotional activities for QlutchGrid and its Platform.

6.3. Use of QlutchGrid Branding by Partner: To promote the Platform and the partnership, QlutchGrid hereby grants the Partner a limited, non-exclusive, non-transferable, and revocable license during the term of this Agreement to display certain QlutchGrid trademarks and logos (the “QlutchGrid Marks”) provided or expressly approved in writing by QlutchGrid. The Partner may use the QlutchGrid Marks, including phrases such as "Powered by QlutchGrid" or "Partnered with QlutchGrid," solely in the form and manner prescribed by QlutchGrid in its brand usage guidelines. The Partner shall not use any other phrases or modify the QlutchGrid Marks in any way without the prior written consent of QlutchGrid. All goodwill arising from the use of the QlutchGrid Marks shall inure to the sole benefit of QlutchGrid.

7. DATA OWNERSHIP AND DATA PROTECTION

7.1. Data Ownership: QlutchGrid shall be the sole and exclusive owner of all Platform Data. The Partner acknowledges and agrees that it has no ownership rights, title, or interest in the Platform Data. QlutchGrid grants the Partner a limited, non-transferable right to access and use certain Platform Data (e.g., a User's name and booking details) solely for the specific and limited purpose of fulfilling a confirmed booking made through the Platform.

7.2. Data Protection Compliance: (a) For the purposes of the Digital Personal Data Protection Act, 2023 (DPDPA) and other applicable data privacy laws, QlutchGrid is the “Data Fiduciary” and the Partner is a “Data Processor” with respect to any User’s personal data shared for service fulfillment. (b) The Partner shall: (i) process such personal data strictly in accordance with QlutchGrid's instructions and only for the purpose of rendering the booked Service; (ii) implement and maintain reasonable administrative, technical, and physical security safeguards to protect the personal data; (iii) not disclose the personal data to any third party without QlutchGrid's prior written consent; (iv) immediately notify QlutchGrid of any actual or suspected data breach; (v) provide reasonable assistance to QlutchGrid in responding to data subject rights requests; and (vi) upon termination of this Agreement, securely delete or return all personal data in its possession and certify such deletion in writing.

8. CONFIDENTIALITY AND NON-SOLICITATION

8.1. Confidentiality: Each Party agrees to hold the other Party’s Confidential Information in strict confidence and not to disclose such information to any third party or use it for any purpose other than the performance of this Agreement. This obligation shall survive the termination of this Agreement.

8.2. Non-Solicitation and Non-Circumvention: (a) For the purposes of this clause, a “QlutchGrid User” is any customer who has made a booking with the Partner at any time through the Platform. (b) The Partner agrees that during the term of this Agreement and for a period of twelve (12) months thereafter, it will not, directly or indirectly, solicit, induce, encourage, or accept any service booking from a QlutchGrid User with the intent to circumvent the Platform. This obligation expressly prohibits the Partner from accepting or fulfilling direct service requests from a QlutchGrid User, regardless of who initiates the communication, if such a transaction would bypass the Platform. (c) A breach of this clause shall be deemed a material breach of this Agreement, entitling QlutchGrid to immediate termination and the right to claim liquidated damages equivalent to 200% of the commission QlutchGrid would have earned on such circumvented transactions.

9. TERM AND TERMINATION

9.1. Term: This Agreement shall commence on the Effective Date and shall continue for an initial term of one (1) year (“Initial Term”). Thereafter, this Agreement shall automatically renew for successive periods of one (1) year each (each, a “Renewal Term”), unless either Party provides the other with written notice of its intent not to renew at least ninety (90) days prior to the end of the then-current Initial Term or Renewal Term.

9.2. Termination by QlutchGrid: (a) For Convenience: QlutchGrid may terminate this Agreement for any reason or no reason by providing the Partner with thirty (30) days' prior written notice. (b) For Cause: QlutchGrid may terminate this Agreement immediately upon written notice to the Partner if the Partner: (i) commits a material breach of this Agreement (including failure to meet SLA standards); (ii) engages in any fraudulent, illegal, or unethical activity; (iii) becomes insolvent or bankrupt; or (iv) engages in any conduct that harms or may harm the brand or reputation of QlutchGrid.

9.3. Termination by Partner: The Partner may terminate this Agreement for convenience only by providing QlutchGrid with at least ninety (90) days' prior written notice, provided that such termination shall only become effective upon the expiry of the then- current Initial Term or Renewal Term.

9.4. Effect of Termination: Upon termination of this Agreement for any reason: (a) the Partner's access to the Platform shall be immediately revoked; (b) the Partner shall cease all use of QlutchGrid’s IP; (c) all outstanding, undisputed payments shall be settled within forty-five (45) days; (d) the Partner shall securely delete or return all Confidential Information and User personal data; and (e) the provisions of Clauses 6, 7, 8, 10, 11, and 12 shall survive termination.

9.5. Re-Onboarding After Termination: Should the Partner terminate this Agreement and later seek to re-join the Platform, QlutchGrid reserves the sole and absolute discretion to approve or deny such re-onboarding application.

10. INDEMNIFICATION AND LIMITATION OF LIABILITY

10.1. Indemnification by Partner: The Partner shall indemnify, defend, and hold harmless QlutchGrid, its affiliates, directors, officers, employees, and agents from and against any and all third- party claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of, or in connection with: (a) any breach of the Partner's representations, warranties, or obligations under this Agreement; (b) the Services provided by the Partner, including claims of property damage, bodily injury, or unsatisfactory service; (c) any violation of Applicable Law by the Partner; (d) any claim that the Partner's content or branding infringes a third party's IP Rights; (e) any data breach or violation of data protection laws originating from the Partner’s systems or negligence; and (f) any claims related to taxes payable by the Partner.

10.2. Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL QLUTCHGRID'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL COMMISSIONS ACTUALLY PAID BY THE PARTNER TO QLUTCHGRID IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3. Disclaimer: QlutchGrid provides the Platform on an "as is" and "as available" basis. QlutchGrid is a technology intermediary and does not provide automotive care services. QlutchGrid makes no warranties regarding the quality, safety, or legality of the Services provided by the Partner. The contract for the Service is between the Partner and the User, and QlutchGrid is not a party to that transaction.

11. GOVERNING LAW AND DISPUTE RESOLUTION

11.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of India.

11.2. Jurisdiction: The Parties hereby agree that any dispute, claim, or controversy arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the competent courts located in Chennai, Tamil Nadu.

12. MISCELLANEOUS

12.1. Entire Agreement: This Agreement, including its Annexures, constitutes the entire understanding between the Parties and supersedes all prior agreements or communications.

12.2. Relationship of Parties: The Partner is an independent contractor of QlutchGrid. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship.

12.3. Notices: All notices shall be in writing and sent to the addresses specified above or via email and shall be deemed given upon receipt.

12.4. Assignment: The Partner may not assign or transfer this Agreement without the prior written consent of QlutchGrid. QlutchGrid may freely assign this Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

Signatures

For QlutchGrid (RideLink Innovations Pvt. Ltd.)

Name: Preetham

Designation: Director

Signature:

For Partner

Business Name: __________________

Authorized Signatory: __________________

Signature:

ANNEXURE A – COMMERCIAL TERMS

ANNEXURE B – SERVICE LEVEL AGREEMENT (SLA)

1. Objective: Ensure all users of QlutchGrid receive consistent, reliable, and high-quality services and that all Partners uphold QlutchGrid’s operating standards and customer-experience benchmarks.

2. QlutchGrid Commitments: Ensure platform uptime of 99% (excluding planned maintenance). Process settlements within T+7 business days from confirmed service completion. Provide accurate and transparent reports on bookings, transactions, and commissions. Maintain data privacy and user protection as per the Information Technology Act, 2000 and Digital Personal Data Protection Act, 2023. Offer technical and operational support to partners through official communication channels.

3. Service-Performance Parameters: Booking acknowledgement within 30 minutes of receiving a booking request. Service timeliness with 95% on-time compliance. Maintain average rating of 4.0/5.0 or higher. Cancellations not more than 5% of total monthly bookings. Customer response time within 1 hour during business hours. Hygiene & safety compliance at 100% adherence. Payment & settlement accuracy at 100%.

4. Reporting and Monitoring: QlutchGrid shall monitor Partner performance through platform data, customer feedback, and periodic audits. Reports generated monthly. Partners falling below required thresholds may receive written notice for improvement.

5. Breach and Consequences: First occurrence: written advisory and a 14-day corrective period. Second consecutive occurrence: temporary suspension of listing or withholding of payouts up to 25% for the affected period. Repeated or material breach: permanent de-listing or termination in accordance with Clause 9.2(b)(i).

6. Continuous Improvement: QlutchGrid reserves the right to review and modify SLA parameters periodically to align with operational data, market conditions, or customer expectations. Updated SLAs will be communicated electronically and continued use constitutes acceptance.

7. Acknowledgement: By operating through the QlutchGrid platform, the Partner acknowledges and agrees to comply with the above SLA parameters and understands that failure to do so may affect payouts.