1. GRANT OF FRANCHISE

1.1 The Company grants a limited, revocable, non-exclusive, and non-transferable right to operate under the Scooton brand within the Territory. Such rights shall not create any ownership or partnership rights in favor of the Franchisee.
1.2 The Franchisee shall operate strictly under the brand guidelines, operational processes, and compliance requirements specified by the Company. Any deviation shall be treated as a material breach of this Agreement.
1.3 The Franchisee shall not assign, sublicense, or transfer rights granted under this Agreement without prior written consent of the Company, failing which such act shall be deemed void and actionable.

2. SCOPE OF SERVICES

2.1 The Franchisee shall be responsible for execution of last-mile delivery operations including pickup, storage, transportation, and delivery of goods within the assigned Territory.
2.2 The Franchisee shall ensure proper handling, tracking, documentation, and safety of all goods and devices throughout the delivery lifecycle, ensuring compliance with Company standards.
2.3 The Franchisee shall deploy necessary manpower, vehicles, and operational infrastructure at its own cost and shall always ensure uninterrupted service delivery.
2.4 The franchisee shall submit all collected devices to Company’s designated warehouse within 15 days from the date of collection.
2.5 Any pickup collected but not submitted to the warehouse within 30 days from collection shall be treated as Lost.
2.6 For every lost shipment, the franchisee shall be debited Rs 2,500 per ONT/STB/SBx device & Rs 4,500 per AirFiber (FWA)/POS device.

3. TERRITORY

3.1 The Territory shall be allocated at onboarding and may be modified based on performance, operational requirements, and business expansion plans of the Company.
3.2 The rights granted are non-exclusive, and the Company reserves the right to appoint additional partners within the same or adjacent territories.
3.3 Expansion shall be granted only upon achieving a minimum 90% success rate and fulfilling additional deposit requirements as per tier structure.

4. SECURITY DEPOSIT (TIER-WISE)

4.1 The Franchisee shall pay a refundable Security Deposit based on operational scale: Starter (Rs. 3,50,000), Growth (Rs. 5,00,000), Master (Rs. 6,50,000). The deposit shall be determined by rider capacity and territory size.
4.2 The Security Deposit shall serve as financial security against device loss, SLA breaches, operational negligence, and payment defaults arising during execution of Services.
4.3 The Company shall have the right to adjust any outstanding dues, penalties, damages, or recoveries from the Security Deposit without prior approval of the Franchisee.

5. SERVICE LEVEL AGREEMENT (SLA)

5.1 Service Timelines

5.1.1 The Franchisee shall ensure that all pickups allocated by the Company are completed within two (2) calendar days from the date of allocation, unless otherwise specified in writing by the Company.
5.1.2 Any delay beyond the stipulated timeline shall constitute a breach of SLA and may result in penalties, reduced allocation, or corrective actions as deemed appropriate by the Company.

5.2 Device Handling & Submission

5.2.1 The Franchisee shall ensure safe handling, storage, and transportation of all devices and shipments from the point of pickup until submission at the designated warehouse.
5.2.2 All collected devices must be submitted to the Company’s designated warehouse within fifteen (15) days from the date of pickup, failing which such delay shall be treated as an SLA breach.Device loss penalties shall apply as follows: Rs 2,500 per ONT/STB/STB and Rs 4,500 per AirFiber (FWA)/POS unit. Such amounts will be recoverable from payments or Security Deposit.

5.3 Lost Shipment Definition & Penalty

5.3.1 Any shipment not submitted within thirty (30) days from the date of pickup shall be deemed “Lost” without further investigation or dispute.
5.3.2 The Franchisee shall be liable to pay a penalty of ₹2,500 per ONT/STB/SBx device and ₹4,500 per AirFiber (FWA)/POS device for each lost shipment.

5.4 Performance Metrics

5.4.1 The Franchisee shall maintain a minimum success rate as defined by the Company from time to time, failing which operational restrictions may be imposed.
5.4.2 Continuous failure to meet performance benchmarks may result in reduction of territory, suspension of operations, or termination of this Agreement.

5.5 Audit & Monitoring

5.5.1 The Company reserves the right to monitor, audit, and evaluate performance metrics including delivery timelines, success rate, and device handling.
5.5.2 The Franchisee shall provide full cooperation during audits and shall furnish records, reports, and supporting documentation as required by the Company.

6. COMMERCIAL TERMS

6.1 The Franchisee shall be compensated as per rate card defined in Annexure A, which may be revised periodically based on business conditions.
6.2 The Company reserves the right to modify pricing, margins, and incentives, and such revisions shall be binding upon the Franchisee.
6.3 The Franchisee acknowledges that commercial terms are dynamic and subject to change without constituting breach of Agreement.

7. PAYMENT TERMS

7.1 Billing shall be conducted monthly based on verified delivery data and reconciled statements between Parties.
7.2 Payments shall be released within thirty (30) days from reconciliation (T+30), subject to adjustments for penalties, damages, and outstanding dues.
7.3 The Company reserves the right to withhold or adjust payments in case of disputes, SLA breaches, or operational discrepancies.

8. OBLIGATIONS OF FRANCHISEE

8.1 The Franchisee shall maintain service quality, comply with SLA, and ensure proper execution of operations in accordance with Company standards.
8.2 The Franchisee shall comply with all applicable laws, including labor, taxation, and regulatory requirements.
8.3 The Franchisee shall not engage in any activity that may harm the brand, reputation, or business interests of the Company.

9. SUPPORT BY COMPANY

9.1 The Company shall provide access to its technology platform, SOPs, and operational guidelines necessary for execution of Services.
9.2 The Company shall facilitate order allocation, centralized coordination, and performance monitoring mechanisms.
9.3 The Company does not guarantee fixed business volume and shall not be liable for fluctuations in demand or earnings.

10. EXIT

10.1 The Franchisee may exit after completion of a six (6) month lock-in period by providing thirty (30) days prior written notice to the Company.
10.2 The Franchisee shall complete all exit formalities including return of inventory, settlement of dues, and obtaining a No Dues Certificate (NOC).
10.3 The Security Deposit shall be refunded within thirty (30) days from issuance of NOC after adjustment of all dues, penalties, and recoveries.

11. TERMINATION

11.1 The Company may terminate this Agreement with fifteen (15) days’ notice in case of breach, non-performance, or failure to meet SLA standards.
11.2 Immediate termination may occur in case of fraud, misconduct, or revenue manipulation by the Franchisee.
11.3 Continuous non-performance for three (3) months or success rate below 50% shall constitute grounds for termination.

12. INDEMNITY

12.1 The Franchisee shall indemnify, defend, and hold harmless the Company against all claims, losses, damages, liabilities, and costs arising from operations.
12.2 This includes negligence, misconduct, breach of SLA, violation of laws, or third-party claims.
12.3 Indemnity obligations shall survive termination and include legal costs and enforcement expenses.

13. LIABILITY

13.1 Franchisee Liability

13.1.1 The Franchisee shall be fully liable for all losses, damages, theft, misplacement, or mishandling of shipments, devices, or materials handled during execution of Services.
13.1.2 Such liability shall extend to acts of negligence, misconduct, or omission by the Franchisee’s employees, agents, riders, or subcontractors.

13.2 Financial Recovery Rights

13.2.1 The Company shall have the absolute right to recover any losses, penalties, or damages from pending payments or the Security Deposit without prior consent of the Franchisee.
13.2.2 In the event such recoveries exceed the Security Deposit, the Franchisee shall remain liable to pay the differential amount within seven (7) days of written notice. The Franchisee expressly agrees to this limitation as a condition of entering into this Agreement.’

13.3 Limitation of Company Liability

13.3.1 The total liability of the Company, under any circumstances, shall not exceed the amount of Security Deposit paid by the Franchisee.

13.3.2 The Company shall not be liable for any indirect, incidental, consequential, or special damages including loss of profits, business interruption, or opportunity loss.

13.4 Independent Contractor Relationship

13.4.1 The Franchisee acknowledges that it operates as an independent contractor and shall be solely responsible for its personnel, operations, and compliance obligations.
13.4.2 The Company shall not be liable for any employment-related claims, statutory liabilities, or third-party obligations arising from the Franchisee’s operations.

14. CONFIDENTIALITY & IP

14.1 The Franchisee shall maintain strict confidentiality of all business, operational, and technical information of the Company.
14.2 All intellectual property, including but not limited to brand, systems, and processes, shall remain the exclusive property of the Company.
14.3 This obligation shall survive termination indefinitely.

15. GENERAL PROVISIONS

15.1 Entire Agreement: This Agreement supersedes all prior discussions and constitutes full understanding between Parties.
15.2 Amendment: Any modification shall be valid only if made in writing and signed by both Parties.
15.3 Severability: Invalid provisions shall not affect enforceability of remaining clauses.

16. ASSIGNMENT

16.1 The Franchisee shall not assign or transfer rights without prior written consent of the Company.
16.2 Any unauthorized assignment shall be deemed void and constitute breach of Agreement.
16.3 The Company may assign its rights without restriction.

17. GOVERNING LAW & JURISDICTION

17.1 This Agreement shall be governed by laws of India and interpreted accordingly.
17.2 Courts at Delhi shall have exclusive jurisdiction over disputes arising from this Agreement.
17.3 Parties agree to submit to jurisdiction of Delhi courts for resolution of disputes.

18. FAIR USE POLICY

18.1 Platform Integrity

18.1.1 The Franchisee shall use the Company’s platform, systems, and allocation mechanism strictly for legitimate business purposes and in accordance with operational guidelines.
18.1.2 Any attempt to manipulate, bypass, or misuse the platform, including fake pickups, false reporting, or artificial inflation of performance metrics, shall be strictly prohibited.

18.2 Revenue Manipulation Prohibition

18.2.1 The Franchisee shall not engage in any activity intended to inflate, suppress, or misrepresent delivery volumes, success rates, or revenue data.
18.2.2 Any such act shall be deemed fraud and may result in immediate termination, forfeiture of Security Deposit, and legal action.

18.3 Unauthorized Subcontracting

18.3.1 The Franchisee shall not subcontract, assign, or delegate operations to any third party without prior written approval of the Company.
18.3.2 Any unauthorized delegation shall be treated as a material breach and may result in suspension or termination.

18.4 Operational Misconduct

18.4.1 The Franchisee shall ensure that all personnel maintain professional conduct and do not engage in fraudulent, abusive, or unethical practices.
18.4.2 Any misconduct affecting customers, devices, or Company reputation shall attract strict penalties including termination.

18.5 Enforcement & Penalties

18.5.1 The Company reserves the right to investigate any suspected misuse and take corrective actions including penalty, suspension, or termination.
18.5.2 The decision of the Company in such matters shall be final and binding upon the Franchisee.