Independent Contractor Agreement

1 Nature of Engagement

• The Agent is engaged strictly as an independent contractor to perform the services described in Annexure A (Job Description). Nothing in this Agreement creates an employer–employee, master–servant, principal–agent (in the legal sense of agency), partnership, or joint-venture relationship between the Parties.
• The Agent is not entitled to Provident Fund (PF), Employee State Insurance (ESI), gratuity, paid leave, bonus, or any other statutory employment benefit applicable to regular employees. This does not affect any separate statutory entitlement that may apply to the Agent or to Captains as gig/platform workers under the Code on Social Security, 2020 and rules made thereunder.
• The Agent may, at their discretion, undertake similar work for other platforms or businesses during the term of this Agreement, subject to Clause 7 (Confidentiality).

2 Term & Renewal

• This Agreement is for an initial term of 30 days from the Effective Date (date of approval/code activation), and shall automatically renew for successive 30-day terms unless terminated in accordance with Clause 9.
• Either Party may terminate this Agreement for convenience by giving 7 days’ prior written notice (via registered email/SMS/app) to the other Party.

3 Scope of Work

The Agent shall perform the responsibilities set out in Annexure A, including onboarding Captains (auto, bike-taxi, and cab drivers) via the unique code issued to the Agent by the Company (the “Agent Code”) and encouraging each onboarded Captain to watch the counter-bidding demonstration video available in the Captain App. Where the Agent explains counter-bidding to a Captain, the Agent shall do so accurately. The Agent Code is distinct from the referral codes used under the Company’s separate referral programme for drivers and riders, and this Agreement is not governed by that programme.

4 Compensation

• The Agent shall be paid solely on a performance basis as set out in Annexure B (Compensation & Payout Structure), which forms an integral part of and is incorporated into this Agreement. No fixed salary, retainer, or minimum guaranteed payment is payable under this Agreement.
• Payments shall be made by NEFT / IMPS / UPI to the Agent’s verified bank account or UPI ID provided at Annexure C, subject to applicable Tax Deducted at Source (TDS) under Section 194H of the Income Tax Act, 1961.

5 Performance Requirement

The Agent shall use reasonable commercial effort to onboard a minimum of 15 Qualified Captains per calendar month, counted as set out in the COA Terms & Conditions. Two consecutive calendar months below this threshold entitles the Company to terminate this Agreement under Clause 9(b)(iii), without prejudice to payouts already earned.

6 Fraud, Compliance & Clawback

• The Agent shall strictly comply with the Code of Conduct and the Categorised Strike Policy set out in the COA Terms & Conditions, which is incorporated by reference into this Agreement.
• Where a Captain onboarded by the Agent is found, after review, to fall under Category A (Serious Offences), the Company may claw back from the Agent’s current or future payouts any amount already paid in respect of that Captain, subject to the Agent’s right to raise a dispute as set out in the Terms & Conditions.

7 Confidentiality

The Agent shall not disclose the Company’s Agent Codes, internal payout calculations, Captain personal data, training materials, or other non-public information to any third party, during or after the term of this Agreement. Notwithstanding the foregoing, the Agent may share the Agent Code issued to the Agent with prospective Captains solely for the purpose of onboarding.

8 Intellectual Property

All training materials, scripts, flyers, marketing assets, Agent Codes, brand names, and logos provided by the Company remain the Company’s exclusive intellectual property. No licence or ownership is granted to the Agent beyond what is strictly necessary to perform onboarding duties under this Agreement.

9 Termination

• Either Party may terminate this Agreement for convenience on 7 days’ written notice.
• The Company may terminate this Agreement immediately, without notice, if the Agent:
  1. is found responsible for onboarding a Captain under circumstances amounting to a Category A offence with the Agent’s knowledge, facilitation, or collusive fraud;
  2. materially breaches confidentiality under Clause 7; or
  3. falls below the minimum performance threshold (15 Qualified Captains) for two consecutive calendar months under Clause 5.
• On termination: (i) any payout for a milestone in Annexure B whose conditions a Captain had already met as of the termination date shall remain payable; and (ii) for Captains onboarded by the Agent before the termination date whose 90-day cycle has not yet ended, the Agent shall remain eligible for any milestone those Captains subsequently meet within their respective window, except where the Company terminates under Clause 9(b)(i) or 9(b)(ii). All payouts remain subject to the fraud-review process in Clause 6.

10 Indemnity

The Agent shall indemnify and hold harmless the Company, its directors, and affiliates against any loss, penalty, or claim arising from the Agent’s misrepresentation to a Captain regarding earnings, guaranteed jobs, employment status, or platform terms, contrary to the Code of Conduct.

11 Dispute Resolution & Governing Law

Any dispute arising out of or in connection with this Agreement shall first be referred to good-faith mutual discussion between the Parties. Failing amicable resolution within 30 days, it shall be resolved by arbitration under the Arbitration and Conciliation Act, 1996, seated at Patna, Bihar, conducted in English. This Agreement is governed by the laws of India.

12 Entire Agreement

This Agreement, together with Annexures A, B, and C and the COA Terms & Conditions, constitutes the entire understanding between the Parties and supersedes all prior discussions, representations, or oral agreements on the subject matter.