SERVICE AGREEMENT

THIS AGREEMENT is made and entered into on __________________________ at ____________ by and between
_____________________________________, ______________ firm through its ____________________________
(PAN ________________) w/o _________________________ having office at
______________________________________________________________________________, having GSTIN
_______________________________(Hereinafter referred to as the “Service Provider” which expression shall,
unless repugnant to the context or meaning thereof, be deemed to mean and include its representatives, successors in
interest, administrators and assigns) of the ONE PART; AND _____________________________, a company
incorporated under the Companies Act 1956 having its registered office at _____________________________and
having principal place of business in
______________________________________________________________________ (GSTIN ________________)
represented jointly by its Authorized Signatories _____________________________and
_____________________________ (hereinafter referred to as the “Service Recipient”, which expression shall, unless
repugnant to the context or meaning thereof, be deemed to mean and include its representatives, successors in interest,
administrators and assigns), of the OTHER PART. (The Service Recipient and the Service Provider are individually
referred as “Party” and collectively as “Parties”)

WHEREAS:
o That Service Provider is engaged into the business of providing Taxi / Cabs on hire to Corporates, business houses
and multinational companies etc.
o That Service Provider has sufficient Cabs / Taxis in its fleet so as to provide timely service to its customers / clients
as per their requirement. It also in certain cases as per the requirement of the client purchases brand new cars and
offers it for hire.
o That Service Recipient and Service Provider mutually agreed that the Service Provider will provide Commercial
vehicles on hire basis to Service Recipient for official use of Employee(s)/guest(s)/visitor(s)/Intern(s)/any other
person(s), directly or indirectly, related to the Company (herein after collectively called as “Employees”) on the
terms and conditions herein agreed in this Agreement.

NOW THEREFORE in consideration of the mutual promises and undertakings given by the Parties to each other
herein the parties hereby agree and covenant as follows:

1. SCOPE OF THE AGREEMENT

1.1 The Service Provider hereby agrees to lease to Service Recipient, the taxi(s), cab(s) or any other vehicle(s) at such
rates as described in Annexure -1 attached herewith and made a part hereof (hereinafter collectively referred to as
vehicle(s) upon the conditions and covenants set forth below) as per the requirements of the Service Recipient in Uttar
Pradesh and such other places as may be communicated from time to time.
1.2 The vehicles shall be maintained and operated in a manner that will provide the maximum amount of safety and
protection to the Employees of Service Recipient.
1.3 The Service Provider shall adhere to all driver license requirement set forth by the State. (Commercial Driver’s License
is required)
1.4 The Service Provider agrees with the Service Recipient and with each authority competent to order that every contract
of hire order should be subject to the terms of this Agreement for vehicle Hire and in the event of a conflict between
these terms and the terms in hire order, the terms of this Agreement for vehicle Hire shall prevail.

2. TERMS OF AGREEMENT
2.1 The agreement is effective from _____________________________ and will be in force till unless terminated by
either Party as per the terms mentioned herein.
2.2 This agreement may be cancelled or terminated in writing by either Service Provider or Service Recipient or by mutual
consent, with seven (7) days advance written notice.

3. GENERAL TERMS
3.1 All Schedule Vehicles shall be kept in good condition and shall be properly maintained, fit to undertake long journeys.
3.2 All Schedule Vehicles shall contain first aid boxes and shall be made visible for immediate use and also Service
Provider shall ensure that drivers of Schedule Vehicles are trained in handling the first aid facilities.
3.3 The Schedule Vehicles have to be operated punctually and shall be ensured to reach the specified pickup points on
time and all the drivers should be aware of the position of the schedule routes assigned by Service Recipient.

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3.4 Service Provider shall ensure the safety of Service Recipient Employees while commuting in the Schedule Vehicles
and ensure that Service Recipient will not be responsible for any accidents and violation of traffic rules by the drivers
of Service Provider.
3.5 The Drivers to be assigned by Service Provider to the Schedule Vehicles shall be provided with adequate number of
uniforms and shoes, in such shade and form as may be desired by Service Recipient, solely at the cost of Service
Provider. The Drivers shall also be provided with suitable identity cards / badges, suitable phones to facilitate
communication.
3.6 In the event of the drivers assigned by Service Provider to the Schedule Vehicles joining any general strike or joining
the strike of the Employees of Service Provider, in such case Service Provider is obliged and shall make alternate
arrangements within two hours to provide drivers to the Schedule Vehicles, without causing any inconvenience to the
routine transportation agreed under this agreement.
3.7 In Consideration for leasing the Vehicle(s), Service Recipient agrees to pay Service Provider as per the Annexure - 1
attached herein with the Agreement. Service Provider agrees to hold Service Recipient harmless for any damage(s)
arising out of the use, maintenance or operation(s) of the Leased vehicle by the Service Provider or any third party for
any new purpose whatsoever, with the Service Provider responsibilities more fully described hereinafter.
3.8 It shall be the sole responsibility of the Service Provider to pay all or any taxes in the nature of parking charges, toll
taxes as applicable etc. And that there shall be no responsibility of Service Recipient to pay the said amounts in any
event. The Service Provider shall only pay for the toll taxes, parking charges if the Service Recipient provides original
recipients of the expenses incurred in the same month in which the invoice for the cab is being raised by the Service
Provider.
3.9 In the case of an unforeseen incident where the car meets with an accident for any reason what so ever i.e. either due
to the fault of the Service Provider or any other third person all that payment which is required to be made over and
above the insurance claim shall be the sole responsibility of the Service Provider.
3.10 It is agreed by the Service Provider that in case if the vehicle is stolen, then any amount which is payable over and
above the insurance claim that amounts will be payable by the Service Provider. And it shall not be the responsibility
of Service Recipient to pay any sums of amount nor shall it be the responsibility to pay the shortfall amount to the bank
or the financial institution.

4. ROUTINE MANAGEMENT AND OPERATION EXPENSES

4.1 The Service Provider has assured Service Recipient that he will bear the full and sole responsibility for maintaining
the Vehicle(s) equipment at a high level of cleanliness, safety, and mechanical soundness.
4.2 The Service Provider agrees to pay all charges for gasoline, Petrol or Diesel, services used or supplied for the vehicle
during the term of this Lease and shall indemnify Service Recipient against all liability on such account. Service
Recipient shall not be required to furnish any services, parts/materials, facilities or personnel to make any repairs to
and/or maintain the vehicle(s); this is clearly and entirely the responsibility of the Service Provider and he shall have
a Preventive Maintenance Program/Schedule that, at a minimum, meets Service Recipient guidelines and
recommendations for maintaining vehicles. Service Provider must document and track all vehicle maintenance
activities in a Preventive Maintenance Record format, and when demanded by Service Recipient he should show the
same.
4.3 The Preventive Maintenance Guidelines published by the Transportation Division or any subsequent Maintenance
Program/Record issued by the division is available electronically upon request. The Service Provider may require
periodic reports on operation or maintenance activities.
4.4 In case more cars are required then the usual routine, the Service Provider shall provide the required number of cars
without any delay.

5. LIABILITY & INSURANCE

5.1 Service Provider confirms and agrees that all the responsibility of Insurance will stay with Service Provider as per
applicable Laws and Service Recipient will not be liable for any Insurance. Further there will be two (2) types of
Insurance i.e against the Vehicle(s) provided to Service Recipient and against Employees which will cover any injury
or death.
5.2 All insurance and damage related issues shall be subject to the terms, general exceptions, conditions and endorsements
contained in the insurance policy. Copy of which will be provided to Service Recipient and Service Provider will be
obliged with the Terms of those Policy.
5.3 The Service Provider shall not do or permit or suffer to be done any act or thing, which may make void or voidable
any policy of insurance covering the vehicle. If no claim is made on account of an act of omission or negligence or
commission on the part of the Service Provider then Service Provider alone shall be liable for such claim.
5.4 In case of Injury/ Death / Theft to any Service Recipient Employees or person travelling on behalf of Service Recipient,
Service Provider liable for normal court proceeding and if there is fault of Service Provider then he will be liable to
pay to Employees as per actual claim done by him or family.

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5.5 Under no circumstances shall Service Recipient be held liable towards the Service Provider or a third party or any such
liabilities arising during the Term of this Agreement and thereafter shall be the sole liability of the Service Provider
which it shall meet from its third party liability coverage.

6. COVENANTS & WARRANTIES BY SERVICE PROVIDER

6.1 Service Provider will provide vehicles to Service Recipient not older than 2 year model, and registered for the
commercial purpose only; taxes, insurance etc. due on such vehicles shall be the liability of the Service Provider.
6.2 The Service Provider should provide the particular model or make of vehicle as agreed upon in the Agreement. The
Service Recipient only reserves the right to substitute it with another similar vehicle. If for any reason, whatsoever, the
Service Recipient is not happy with the condition of the vehicle provided, the Service Provider’s nearest office will be
informed immediately and they should accept liability to replace it as per requirement. If for any reason, the Service
Provider is not in a position to provide a substitute vehicle as demanded by the Service Recipient, then the Service
Recipient will be free to engage a vehicle from the open market and debit the expenditure on account of it on the claims
payable to the Service Provider.
6.3 Service Provider will submit bills to the Admin Department on monthly basis current month bills before seventh (7 th)
of next month for release of payment according to the standard process of Service Recipient. The bills will be cleared
within thirty (30) days from the date of submission of bill.
6.4 It is agreed between the Parties that the Service Recipient will NOT entertain, under any circumstances, any
bills for a period which is older than two months from the date of submission.
6.5 It is mandatory for both the parties to comply with all the statutory requirements under the Goods and Services Tax
Act, 2017 and amendments thereof including, but not limited to, quoting respective GSTN in Invoice/ PO/acceptance
and confirmations, timely depositing of tax and correct reporting in statutory Returns. Failure to comply with this
clause will be considered as a default in material obligations and the defaulting party will be liable to pay the amount
involved in transaction and an interest of 18% p.a., thereon, immediately or the equivalent amount shall be set off
against the invoice raised for the services provided by Service Provider.
6.6 In the event of any mechanical failure/ break down of vehicle / Fuel is over during the journey after its reporting duty,
the Service Provider shall arrange for replacement of Commercial Vehicle within 90 minutes.
6.7 The Service Provider shall comply with all the applicable tax laws like Goods and Service Tax Act, 2017. In case of
noncompliance with this law, any penalty imposed on Service Receipt shall be indemnified by the Service Provider.
6.8 In the event of default, any below mentioned reasons after its reporting duty, may attract penalty @ INR 200/- under
categories-
 If driver’s mobile switched off, for continuous period of half an hour; or If driver went out without intimation to Service
Recipient or its authorized person; or If vendor’s mobile is switched off or not able to trace for continuous period of
One hour; or In case of repetition of any of above events, the Service Recipient has the right to Black List the vendor;
 The abovementioned events of defaults shall result into deduction from the invoice of penalty of INR 200/- per incident,
to be generated in the same or subsequent months until the penalty amount is settled.
6.9 If for any reason the Service Recipient is dissatisfied in any way with the standard of the vehicle and/or felt deficiency
in service during the hire period, it will be reported to the Service Provider in writing. The Service Provider without
raising any dispute on such assessment by the Service Recipient regarding the standard of the vehicle provided or
quality of service rendered by them may immediately replace it with another commercial vehicle on receipt of such
complaint. This breach shall be considered as Material Breach.
6.10 The Service Provider shall be liable for all fines, penalties, charges, including but not limited to criminal offences,
arising out of or concerning the use of the vehicle during the hire period and the Service Recipient shall have no
responsibility towards the same.
6.11 The Service Recipient shall reimburse all the charges pertaining to parking, toll charges/ taxes or entry Taxes payable
locally or interstate and accordingly indemnify the Service Provider against all such liability with the original proofs.
6.12 The Service Provider assures that its vehicle operators are properly trained on vehicle operations and the correct use
of special equipment, such as, but not limited to, wheelchair, lift equipment and wheelchair tie-down mechanisms and
restraints.
6.13 To apply for and obtain any order under any Act or Legislature, charter, privilege concession, license or authorization
of any Government, State or other Authority for enabling the Service Provider to carry on any of its main objects into
effect or for extending any of the powers of the Service Provider or for effecting and modification of the constitution
of the Service Provider or for any other such purpose which may seem expedient and to oppose any proceedings or
applications which may seem expedient or calculated directly or indirectly to prejudice the interest of the Service
Recipient.

7. OBLIGATIONS OF SERVICE PROVIDER

7.1 In case of any accident resulting in loss or damage to property of life, the sole responsibility for any legal or financial
implication would vest with the Service Provider. Service Recipient shall have no liability whatsoever.

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7.2 The Service Provider is liable for any legal dispute/cases/claims that have arisen or may arise during the currency of
the agreement in respect of vehicles provided by Service Provider. Service Recipient will not be liable for any loss,
damages, etc. suffered/ to be suffered by Service Provider or third party as the case may be.
7.3 The Service Provider shall not act as a broker for other hire companies or any individual and the contract will be valid
only if the company signing the contract supplies the vehicles themselves from their own fleet. The Service Provider
will also ensure that they will not supply the vehicles to Service Recipient which are either owned by Employees of
Service Recipient or their near relatives.
7.4 The vehicles shall be maintained and operated in a manner that will provide the maximum amount of safety and
protection to the Employees of Service Recipient.
7.5 The Service Provider shall adhere to all driver license requirement set forth by the State. (Commercial Driver’s License
is required)
7.6 Liability & Insurance Claims all lies with the Service Provider, no obligation remains with Service Recipient except
and other than mention in Service Recipient Covenants.
7.7 All maintenance and Repair of Vehicle(s) cost will be borne by the Service Provider and Service Recipient will not be
obliged toward it.
7.8 Service Provider shall comply with the provisions of Motor Vehicles Act, 1988, and any other applicable Statutes, both
State and Central, and the Rules / Regulations made thereunder, in all respects, and shall have complete and appropriate
documents available at all times with the Schedule Vehicles for inspection of all statutory authorities like RTO, Police,
or otherwise.
7.9 This agreement is subject to Service Provider complying with all the applicable laws like labour laws, To indemnify
Service Recipient against all liabilities arising out of non-compliance of labour laws, statutory requirements/
obligations and keep Service Recipient harmless and indemnified against all costs, damages, penalties and other
expenses incurred on account thereof. At no point of time, any staff, employee of the Service Provider shall be treated
as employee of Service Recipient.
7.10 Service Provider shall be responsible for payment of all salaries, wages and allowances, EPF, ESI contribution, Bonus
and other payments to his drivers in compliance with the relevant legislative enactments as may be applicable. Service
Provider shall be solely responsible for maintenance of discipline and for the performance of duties by his drivers to
the satisfaction of Service Recipient and shall also ensure that only men of high integrity, good behavior, character and
conduct and physical fitness are provided to Service Recipient. Service Provider shall be responsible for the wrongful,
dishonest, fraudulent or criminal acts of the personnel engaged by it and shall indemnify Service Recipient in that
regard. Service Provider shall not engage services of the drivers for any extended or other works who have assigned
work under this Agreement on any particular day, in order to ensure adequate and proper rest for them for the efficient
and trouble free performance.

8. COVENANTS OF SERVICE RECIPIENT

8.1 The driver of the vehicle shall be provided with the duty slips/ sheets by the Service Provider where date, time Kilo
meters reading and places visited are to be filled in and signed by the users/ Service Recipient officials along with EC
No. On the basis of these duty slips/ sheets, the bills shall be raised to Service Recipient by the Service Provider.
Counting of distance will be from garage, but chargeable distance in this respect shall not be more than 10 kms in each
way between user delivery address and the garage/normal parking place.
8.2 If the Service Provider fails to provide the vehicle to Service Recipient and if the service is not found satisfactory
enough, the Service Recipient shall have the right to terminate the contract in whole or part.

9. RELATIONSHIP BETWEEN THE PARTIES:

9.1 The relationship between the parties is from principle to principle basis and this agreement shall not be construed to
be either a joint venture or partnership.
9.2 It is specifically agreed between the parties that Service Recipient will not employ, or solicit any personnel of Service
Provider who are involved in the present assignment.

10. TERMINATION AND CANCELLATION: In the event of breach of any term of this Agreement or defaults in
the complying terms or under the terms of this agreement, in such an event Service Recipient has the right to terminate
this agreement immediately. In the event of such a termination, the Service Recipient has the right to deduct amount
for the faulty services/ breach of terms.

11. CONFIDENTIALITY: Each party shall not disclose to third parties nor use for any purpose other than for the
proper fulfillment of the purpose of this Agreement any Information received from the other party in whatever form
under or in connection with this Agreement without the prior written permission of the other Party. Furthermore, each
party agrees not to publicize or disclose the existence or terms of this Agreement to any third party without the prior
written consent of the other party, except as may be required by applicable law.

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 12. ASSIGNMENT OF THE AGREEMENT: The Service Provider may assign this Agreement or any of its share
therein only with the prior written consent of the Service Recipient.

13. SETTLEMENT OF DISPUTES AND GOVERNING LAWS

13.1 In the event that any dispute or difference, controversy, or claims arises between the Parties, in connection with the
interpretation or implementation or validity or otherwise arising out of or relating to this Agreement, the Parties shall
attempt in the first instance to resolve such dispute through discussions. If the dispute is not resolved through
discussions within thirty (30) days from the date of commencement of discussions or such longer period as the Parties
agree in writing, then either Party may refer the dispute to arbitration. The arbitration shall be conducted by Sole
arbitrator appointed by Service Recipient as per the Rules & Regulation of Arbitration & Conciliation Act, 1996, as
amended from time to time. Each Party shall bear the cost of preparing and presenting its case. The arbitration shall
be held in Delhi. The arbitration procedure shall be conducted in the English language. The award of the arbitrator
shall be final and conclusive and binding upon the Parties.
13.2 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity
or termination, shall be referred to and finally resolved by courts at Delhi only.
13.3 This Agreement shall be governed by and construed in accordance with the laws of India.

14. MISCELLANEOUS
14.1 Severability. If any provision, or portion thereof, of this Agreement is determined by a court of competent jurisdiction
to be invalid, illegal or unenforceable, such determination shall not impair or affect the validity, legality or
enforceability of the remaining provisions of this Agreement, and each provision, or portion thereof, is hereby declared
to be separate, severable and distinct.
14.2 Waiver. A waiver of any provision of this Agreement shall only be valid if provided in writing and shall only be
applicable to the specific incident and occurrence so waived. The failure by either Party to insist upon the strict
performance of this Agreement, or to exercise any term hereof, shall not act as a waiver of any right, promise or term,
which shall continue in full force and effect.
14.3 Remedies Cumulative. No single or partial exercise of any right or remedy under this Agreement shall preclude any
other or further exercise of any other right or remedy \under in this Agreement or as provided at law or in equity.
Rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided at
law or in equity.
14.4 Amendment. This Agreement may only be amended by written agreement duly executed by authorized representatives
of the Parties.
14.5 Entire Agreement. This Agreement shall constitute the entire agreement between the Parties with respect to the subject
matter hereof and shall replace all prior promises or understandings, oral or written. The Annexure attached to this
Agreement shall form and be treated as the part of this Agreement.
14.6 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.
14.7 Responsibility. It is hereby expressly agreed between the parties that it shall be the sole responsibility of the Service
Provider to handle matters / claims which shall / may arise out of any untoward incident e.g. an accident including
engaging of advocates / lawyers.
14.8 Ethics Clause: The Service Provider acknowledges receipt of copy of, or reading on the links of website provided
below, the following policies and guidelines (together the “Ethics Policy”) that apply to the Client in the areas of ethics,
environmental, and social responsibility as those commitments are set out in:
(a) The Ethics Charter;
(b) The Ethics in Practice Guide;
(c) The Ethics of Business Relationship: Governing Principles.
The Service Provider confirms that it fully understands the contents of the Ethics Policy and is committed to delivering
this Agreement in strict accordance with its content.
14.9 Vigilance Clause: (a) Service Provider acknowledges that it has read and agrees to adhere to the commitments adopted
by the Company on ethics and social and environmental responsibility, as set out in its reference documents and in its
Vigilance Plan. The Company’s commitments can be found on its website _____________.
(b) In this respect, Service Provider represents and warrants to the Company that it complies with the international
and national laws applicable to this Contract (including any amendments made to those laws during the term of this
contract) and that it complied with those laws during the six-year period immediately preceding the signing of this
Contract, relating to: (i) human rights and individual fundamental freedoms, in particular the prohibition of (A) child
labour and any other form of forced or compulsory labour; (B) any type of discrimination within supplier’s company
- or supplier’s group of companies as the case may be - or in its dealings with its suppliers or subcontractors; (ii)
embargoes, arms and drug trafficking and terrorism; (iii) trade, import and export licences and customs requirements;
(iv) the health and safety of employees and third parties; (v) employment, immigration and the ban on using undeclared
workers; (vi) environmental protection; (vii) white-collar crime, mainly corruption and bribery, fraud, influence
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peddling (or the equivalent offence under the national law applicable to this contract), obtaining by fraud, theft, misuse
of company property, counterfeiting, forgery and use of falsified documents, and any related offences; (viii) anti-money
laundering measures; (ix) competition law. Furthermore, Service Provider shall, and shall ensure that its
subcontractors/vendors, comply with all the health safety and environment guidelines, as may be agreed between the
Parties.
(c) As regards its own operations, Service Provider undertakes to actively cooperate with the Company and to take the
required action to allow the Company to fulfil its own legal obligations arising under its duty of vigilance. To this end,
Service Provider shall assist, in particular, with the implementation of the measures set out in the Vigilance Plan as
stated above (risk mapping, alert and whistleblowing mechanism etc.) and immediately report to the Company any
serious breach or, any circumstances that could potentially constitute a serious breach, of the above-mentioned rules,
in the performance of its relationship with the Company.
(d) The Company may require Service Provider to prove its compliance with the requirements set out in this clause at
any time and may audit Service Provider , directly or through a third party, at any time and at its own expense, provided
that it gives prior notice of the audit to Service Provider . In the event of an audit, Service Provider undertakes to grant
the Company’s representatives access to its premises and/or its sites and to provide the Company with all information
and/or documents that it may request for the successful completion of the audit.
(e) Any breach of the provisions of this clause by Service Provider will be treated as a breach of this Contract justifying
the suspension and/or termination of the Contract by the Company on the terms and conditions set out in this Contract.

IN WITNESS WHEREOF THE SERVICE PROVIDER AND THE SERVICE RECIPIENT HAVE EXECUTED
THIS AGREEEMENT THROUGH THEIR RESPECTIVE AUTHORISED SIGNATORIES ON THE DATE FIRST
ABOVE WRITTEN

For and on behalf of For and on behalf of

ANNEXURE 1

Details of Car and rental

S.
No Particulars
Taxes, government and parking
1 charges As Per Actual As Per Actual As Per Actual
2 Fixed Charge per day
3 Fuel Charges / Km
4 Night Halt Charges
*Time is the essence of the Agreement.
* Night Halt charges will be applicable only in case of vehicle returning after 11 P.M or driver has to stay after 11
P.M for few hours or for whole night as per requirement.

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