CHANNEL PARTNER SERVICES AGREEMENT

This Channel Partner Services Agreement (hereinafter referred to as, “Agreement”) is made on [•] (“
Effective Date”).

BY and BETWEEN

Hiwi Forex Transaction Private Limited, a private limited company incorporated under the Companies
Act, 2013 having its registered office at WeWork Enam Sambhav C-20, G Block Rd, G Block, Bandra
Kurla Complex, Bandra East, 400051 Mumbai - 400 051, Maharashtra, India (hereinafter referred to as ‘
HiWiPay”, which term or expression as herein used shall where the content so requires or admits mean and
include its successors-in-interest and permitted assigns) of the First Part;

AND

Reena Metilda Essaias , a having its registered office at No 378, Vasanthapuram Main Road Chennai
600122 hereinafter referred to as the “Partner”, which term or expression as herein used shall where the
content so requires or admits mean and include its successors-in-interest and permitted assigns) of the
Second Part.

HiWiPay and the Partner are referred to individually as “Party” and collectively as “Parties”.

WHEREAS

a. HiWiPay is engaged in the Business (as defined below).

b. Partner is engaged in the business of providing counselling to students for higher education
outside India.
c. Partner and HiWiPay have entered into a commercial understanding whereby the Partner shall
act as a channel partner for HiWiPay and facilitate the provision of its products and services to
potential customers.
d. HiWiPay has agreed to engage the Partner for rendering the Services, subject to the terms and
conditions as set forth in this Agreement.
e. The Parties are now entering into this Agreement to summarize the terms of their
understanding.
IT IS HEREBY AGREED TO BY AND BETWEEN THE PARTIES AS FOLLOWS

1. DEFINITIONS

The following terms shall have the following meanings:

a. “Business” means the business of providing a fintech platform to students for

remittance services and loan applications;
b. “Business Day” means any day of the week (excluding Sundays and public holidays) on
which commercial banks are open for business in Maharashtra, India;
c. “Customer” means the students or other persons referred to HiWiPay by the Partner to
avail the products and services offered by HiWiPay;
d. “Confidential Information” means and include any information, technical data, or
know-how (including, but not limited to, information relating to prices, margins, pay
rates, bill rates, employee data, information or data relating to supplier network,
research, products, software, services, development, inventions, processes, engineering,
marketing, techniques, customers, pricing, internal procedures, business and marketing
plans financial and operational information, Customer data, data available on the HiWi
Pay platform, and all other non-public information, material or data relating to the
current and/ or future business and operations or strategies, finances, employees and
business opportunities) disclosed by either Party, either directly or indirectly, in any
form whatsoever (including, but not limited to, in writing, in machine readable or other
tangible form, orally or visually);
e. “Fee” means the fee payable to the Partner on the terms as set out in the Clause 6 of this
Agreement;
f. “Intellectual Property Rights” means all rights in and in relation to all intellectual
property rights subsisting in the products and services, developed, being developed or
proposed to be developed, including all patents, patent applications, trademarks, trade
names, service marks, service names, brand names, internet domain names and sub-
domains, inventions, processes, formulae, copyrights, works of authorship, business and
product names, logos, slogans, trade secrets, processes, designs, database rights,
methodologies, computer programs (including all source codes), know-how, rights
relating to the protection of trade secrets and confidential information and all other
intellectual property or similar proprietary rights of whatever nature (whether registered
or not and including applications to register or rights to apply for registration) in each
case anywhere in the world; and
g. “Services” or “Channel Partner Services” means the act of referring Customers to
HiWiPay by the Partner for availing the products and services provided by HiWiPay as
a part of its Business.
2. APPOINTMENT

1. HiWiPay hereby appoints the Partner to provide the Services, and the Partner hereby
accepts the appointment, in accordance with the terms, conditions, covenants and
provisions set under this Agreement from the Effective Date.
2. In acting hereunder in all matters related to this Agreement or arising from the
relationship contained hereunder and in approving or consenting to any matter
hereunder not otherwise specifically provided for, HiWiPay and the Partner shall act in
a reasonable, prudent, and mutually agreeable manner and in accordance with all the
applicable laws as may be in force at the relevant time.

3. WARRANTIES

1. Each Party warrants, represents and covenants that:

a. It has the power and authority to enter into this Agreement and to perform its obligations under
this Agreement.
b. At the date of this Agreement, to the best of its knowledge, no fact or circumstance exists (and
the Party is not aware of any potential fact or circumstance) that may materially affect its
capacity to perform its obligations under this Agreement.
c. It will comply with all laws, and any mandatory codes of conduct, that are related in any way
to the subject matter of this Agreement.

2. The Partner represents and warrants that:

a. It has adequate resources and necessary experience in order to discharge the Services in a
timely, efficient and competent manner.

b. The Services provided are or will be original work or licensed for such use and their use as
contemplated by this Agreement does not infringe any Intellectual Property Rights, right of
privacy or any other proprietary right of any third party nor to its knowledge, has any claim of
such infringement been asserted or threatened.

c. The Partner is authorised to supply HiWiPay the information of Customers and such supply
will not constitute violation of any applicable laws.

d. The Partner is not bound by any instrument or agreement that interferes with its ability to
perform its obligations under the Agreement effectively.
4. TERM

1. This Agreement shall be for an initial term of 1 (one) year and shall be renewed for
successive terms of 1 (one) year automatically unless terminated in writing by either
Party in accordance with Clause 8 of this Agreement.

5. OBLIGATIONS OF THE PARTNER

1. The Partner shall:

a. undertake the responsibilities conferred under this Agreement in a professional, sincere, and
diligent manner in accordance with the best prevailing industry standards and shall take every
action in the best interest of HiWiPay.
b. protect the interest of the HiWiPay while dealing with the third parties and not take any actions
with or without involvement of a third party which may be detrimental to the HiWiPay’s
Business.
c. provide all information, assistance or documents as required by HiWiPay related to the
Customers as a part of their Business.

6. PARTNER FEE AND PAYMENT TERMS

1. HiWiPay will pay the Partner a Fee calculated in accordance with the procedure laid
down in Schedule 1 of this Agreement in lieu of the Services provided by the Partner
(mentioned below)
2. The amount due to the Partner in terms of Clause 6.1 above shall be subject to
deduction of following amounts:

a. Any taxes (including taxes deductible at source), or any other statutory levy, duty, fees or any
amount due to any governmental authority by whatever name called, on the invoice amount.
b. Costs incurred by HiWiPay pursuant to the Agreement and onboarding of Customers in
accordance with Schedule 1 to this Agreement.
 3. The Partner shall raise the Fee invoice at the end of every month based on the data available on
the HiWiPay platform. The Partner agrees that the data available on the HiWiPay platform
shall be final and binding on the Parties with respect to calculation of the amounts payable
under this Agreement. The invoice shall be processed within fifteen (15) days from its receipt.
4. All payments shall be made to the designated bank account of the Partner details of which are
as follows:

Account Name Reena Metilda Essaias

Account Type Savings

Account Number 69600100008518

IFSC Code BARBOVJKUTH

Bank/Branch Kundrathur

7. COVENANTS

1. The Partner agrees and understands that this Agreement is strictly on a principal-to-
principal basis and does not establish an employer and employee relationship or
partnership between HiWiPay and the Partner.

2. The Partner shall apply all necessary documents and other information as required by
HiWiPay in pursuance of the Services under this Agreement in a timely manner.

3. Partner agrees and confirms that no fixed income or business is guaranteed or assured
by HiWiPay under this Agreement. The Partner shall have no claim or cause of action
against HiWiPay on above grounds or for any loss of profit or business.

4. The Partner shall not disclose the data of the Customer (which includes without
limitation the financial information belonging to the Customer) to any third party
without the consent of each of the Customer and HiWiPay. The Partner shall abide by
all applicable data protection and privacy laws as extant from time to time, including
without limitation the Data Protection Act, 2023 (once enacted), the Information
Technology Act, 2000 as amended from time to time and the rules and regulations made
thereunder, while dealing with the data received from HiWiPay pertaining to the
Customers and shall not use the data for any purpose other than what has been permitted
under this Agreement. The Partner shall not make copies of such data without prior
written approval of HiWiPay for any reason whatsoever.
8. TERMINATION

1. Without affecting any other right or remedy available to it, either Party may terminate
this Agreement, without cause, by giving 30 days written notice to the other party.
2. HiWiPay may terminate this Agreement immediately upon written notice to the Partner
if the Partner violates any laws, statutes, ordinances, court orders, or other legal
mandates or commits breach of the terms of this Agreement.
3. Upon termination HiWiPay shall pay the Fee due to the Partner calculated in accordance
with the Schedule 1 up to the date of termination of this Agreement.
4. Upon termination both Parties shall within a period of fifteen (15) days return to the
other Party all Confidential Information as may have been transferred during the course
of this Agreement and in such case where return of Confidential Information is not
possible, destroy such Confidential Information.

9. NON-DISCLOSURE AND CONFIENTIALITY

1. Both Parties shall hold in confidence all Confidential Information that may have been
transferred during the course of this Agreement and use such information only for the
purposes of this Agreement.

2. Both Parties shall (a) inform its representatives about the confidential nature of the
Confidential Information and (b) instruct such representatives to keep all such
information confidential and not to use or disclose it other than as expressly permitted
by this Agreement.

3. Upon a written request by the Party or upon termination, the other Party shall promptly
destroy all Confidential Information of the other Party in its possession.

4. The provisions of this Clause 9 (Confidentiality) shall survive the termination or

expiration of this Agreement.
10. INDEMNITY

1. Each Party hereby undertakes and agrees to indemnify and keep and hold the other
Party indemnified and harmless from and against losses, liability, claim, damage,
penalty, cost or expense (including, without limitation, reasonable attorney’s fees and
costs of appeal), (“Losses”) arising as a consequence of this Agreement or its breach
including without limitation any liability incurred by the a Party as a result of a
violation by the other Party of any terms and provisions of any other applicable Laws.
Any amounts payable by way of indemnity may be set off against payments due to the
indemnified Party.

11. INTELLECTUAL PROPERTY RIGHTS

1. The Partner shall not use any of the HiWiPay’s Intellectual Property Rights, except for
the purposes of this Agreement or as expressly authorized in writing by HiWiPay.
Unless otherwise agreed in writing, no Intellectual Property Rights or licenses are
implied or granted in respect of the same.
2. The Partner shall not reverse engineer, reverse assemble or decompile any software or
intellectual property of the HiWiPay, the HiWiPay platform, or cause a third party to do
the same directly or indirectly by any means whatsoever.
3. For the term of this Agreement, the Partner shall not use the intellectual property of
HiWiPay to the detriment of HiWiPay, nor circumvent, attempt to circumvent, interfere
with, or bypass HiWiPay, directly or indirectly with or without a third party to seek such
benefits which will otherwise accrue to HiWiPay, or to enter into transactions with
Customers that will have the effect of interfering with the relationship of HiWiPay with
any Customer or for any other reasons whatsoever.
4. The Partner shall not remove, or cause to remove any copyright, trademark or notices of
other intellectual property from any of the product or services provided by HiWiPay to
the Customers which may have the effect of misleading anyone about the owner of the
Intellectual Property Rights
12. GENERAL

1. This Agreement constitutes the entire agreement and understanding of the Parties
relating to the subject matter of this Agreement and supersedes any previous
agreement or understanding between the Parties in relation to such subject matter.

2. No delay, failure or omission (in whole or in part) in exercising or pursuing any right
or remedy under this Agreement will be construed as a waiver of that right or remedy.

3. If any provision of this Agreement is found to be invalid or unenforceable then such

invalidity or unenforceability shall not affect the other provisions of this Agreement,
which will remain in full force and effect.

13. DISPUTE RESOLUTION

1. The provisions of this Agreement shall be governed by and construed in accordance

with laws of India and the jurisdiction shall lie with the courts in Mumbai in respect of
any matter, claim or dispute arising out of or in any way relating to this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the day, month and year
mentioned hereinabove.

FOR HIWI FOREX TRADING SERVICE Metilda Academy

PRIVATE LIMITED

Authenticated through
Leegality.com (z7hd3pz)
Metilda Academy
Date: Mon Jan 29 16:36:59 IST
2024

Name: Geeta Chauhan Name Reena Metilda Essaias

Designation: Chief Business Officer Designation Founder & Academic Director

Address: WeWork Enam Sambhav C-20, G Address No 378, Vasanthapuram Main road
Block Rd, G Block, Bandra Kurla Complex, Chennai 600122
Bandra East, Mumbai - 400 051, Maharashtra,
India
 SCHEDULE 1

PAYMENT

[See clause 6]

The amount in the invoice raised by the Partner under Clause 6.1 shall be calculated on the basis of
following formulae and shall be subject to the deduction of the costs mentioned below along with the
other deductions mentioned in the Clause 6.2:

The Partner will be onboarded on only one of the following revenue models -

Revenue Share

30 % of the Net Margin will be the default revenue shared with the Partner.

Net Margin = Difference between the Bank Rate (inclusive of FCCT and other charges) and the rate
charged to the student.

OR

Forex Percentage Top-up

A default markup of % over the HiWiPay Forex Rate will be the revenue shared with the partner.*

OR

Forex Rupee Top-up

A default markup of Rupee/Rupees over the HiWiPay Forex Rate will be the revenue shared with
the partner.*

*Markup can be changed on a per transaction basis. Commission will be based on the markup
defined at the time of transaction.