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HDS – BSFP (POLICY)

To create a transparent, auditable, and revenue-aligned digital dashboard between the OEM / Service Provider and the Service Partner (Reseller) who sells drone spraying services in bulk (e.g., 50–100+ acres). This dashboard ensures trust, prevents disputes, and supports scalable volume-based operations.

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HDS - Service Partner Panel
HDS – BSFP (POLICY)

1. PURPOSE

This Policy sets out the commercial, contractual, and platform governance framework applicable to all Service Partners ("SPs") operating within the HDS–Agriego ecosystem. This Policy is separate from and does not replace or modify the terms of the following documents:

  • Non-Disclosure Agreement (NDA)
  • Booking Service Partner Agreement (BSPA)
  • HDS–BSFP PANEL Usage Policy

Each of the above documents remains in full force and effect independently of this Policy.

2. CENTRALIZED BOOKING PLATFORM POLICY

2.1 Agriego as Exclusive Booking Platform

Agriego shall serve as the sole and exclusive booking platform for all farmer service transactions conducted within the HDS–Agriego ecosystem.

All farmer bookings shall:

  • Be generated exclusively through the Agriego Booking Application;
  • Be managed, processed, recorded, and tracked through the integrated Agriego system; and
  • Be reflected in the HDS Service Partner PANEL (HDS-BSFP) for operational visibility, monitoring, reporting, and financial reconciliation purposes.

The HDS-BSFP dashboard functions solely as an administrative and reporting interface. For avoidance of doubt:

  • The HDS-BSFP does not independently generate, originate, allocate, or confirm bookings; and
  • The HDS-BSFP serves exclusively as a monitoring, tracking, operational oversight, and financial display interface based on data transmitted from the Agriego Booking Application.

All booking origination authority remains exclusively within the Agriego platform.

2.2 Prohibition of Off-Platform Bookings

To preserve system integrity, pricing transparency, data accuracy, and brand governance, Service Partners are strictly prohibited from engaging in off-platform booking activities.

The Service Partner shall not:

  • Accept, initiate, confirm, or process bookings under the HDS or Agriego branding outside the Agriego Booking Application;
  • Divert, redirect, or convert farmer leads generated through the platform for personal benefit or for third-party benefit;
  • Modify, negotiate, or alter service pricing outside the pricing structure established within the system; or
  • Establish, operate, or promote parallel booking channels for services covered under the HDS–Agriego ecosystem.

Any violation of this Section shall constitute a material breach of the applicable Service Partner agreement and may result in, without limitation:

  • Immediate suspension of platform access;
  • Termination of the Service Partner agreement;
  • Imposition of financial penalties, chargebacks, or recovery of losses; and/or
  • Initiation of legal proceedings or other remedies available under applicable law.

3. PRE-ONBOARDING MANDATORY AGREEMENTS

Prior to activation within the HDS–Agriego ecosystem, each prospective Service Partner ("SP") must complete all required contractual formalities as determined by the Company.

3.1 Non-Disclosure Agreement (NDA)

The SP must execute a valid Non-Disclosure Agreement (NDA) to protect confidential information, proprietary systems, pricing structures, farmer data, operational processes, and all other sensitive business information.

3.2 Booking Service Partner Agreement (BSPA)

The SP must execute the Booking Service Partner Agreement (BSPA), which governs the commercial terms, operational obligations, service standards, compliance requirements, and rights and responsibilities of the parties.

3.3 Conditions Precedent to PANEL Access and Activation

Access to the HDS Service Partner PANEL (HDS-BSFP) and activation within the Agriego Booking Application shall not be granted until all of the following conditions have been satisfied:

  • Execution of both the NDA and BSPA by the Service Partner;
  • Finalization and mutual confirmation of the applicable commercial structure, including pricing, commissions, fees, and payment terms; and
  • Formal written approval issued by the Company.

The Company reserves the right to withhold activation at its sole discretion until all onboarding requirements have been fully satisfied.

4. NON-DISCLOSURE AGREEMENT (NDA)

The Non-Disclosure Agreement (NDA) establishes the confidentiality obligations applicable to each Service Partner ("SP") within the HDS–Agriego ecosystem.

4.1 Scope of Confidential Information

The NDA governs and protects, without limitation:

  • Confidentiality of farmer data, including personal information, booking history, and transaction records;
  • Protection of the Company's pricing models, rate structures, and financial frameworks;
  • Confidentiality of commission structures, fee arrangements, and revenue-sharing mechanisms;
  • Proprietary platform workflow logic, system architecture, and operational processes; and
  • Business strategies, operational methodologies, market positioning, and growth plans.

All such information shall be treated as strictly confidential and shall not be disclosed, copied, reproduced, distributed, or used for any purpose other than performance of obligations within the HDS–Agriego ecosystem.

4.2 Legal Status and Enforceability

The NDA:

  • Constitutes a standalone legal agreement separate from the Booking Service Partner Agreement (BSPA) or any other commercial arrangement;
  • Survives termination, expiration, suspension, or non-renewal of any commercial agreement between the parties; and
  • Remains fully enforceable following disengagement, deactivation, or cessation of the Service Partner's participation in the ecosystem.

Any breach of the NDA may result in legal remedies, including injunctive relief, damages, and other actions available under applicable law.

5. BOOKING SERVICE PARTNER AGREEMENT (BSPA)

The Booking Service Partner Agreement (BSPA) constitutes the primary commercial agreement governing the relationship between the Company and the Service Partner ("SP") within the HDS–Agriego ecosystem.

5.1 Scope and Commercial Governance

The BSPA governs, without limitation:

  • The applicable commission structure, including commission percentage per acre or other agreed service unit;
  • The approved package-based pricing model and associated rate structures;
  • Service execution standards, quality benchmarks, and operational requirements;
  • Territory allocation and exclusivity arrangements, where applicable;
  • Payment cycles, invoicing procedures, and settlement timelines;
  • The tenure period of engagement, including renewal and termination provisions; and
  • Performance obligations, service level requirements, and compliance benchmarks.

5.2 Controlling Commercial Document

The BSPA shall serve as the controlling commercial document between the parties. In the event of any inconsistency between this Policy and the BSPA, the terms of the BSPA shall prevail with respect to commercial, financial, and operational matters.

6. COMMISSION & COMPENSATION STRUCTURE

6.1 Basis of Compensation

The Service Partner's compensation within the HDS–Agriego ecosystem shall be structured in accordance with the mutually agreed commercial framework set forth in the Booking Service Partner Agreement (BSPA).

Compensation shall:

  • Be based on the approved package model applicable to the relevant service category;
  • Be calculated either as a percentage per acre or as a fixed fee per acre, as agreed between the parties;
  • Be mutually negotiated and finalized prior to onboarding and activation; and
  • Be expressly documented in the duly executed BSPA.

6.2 Binding Nature of Compensation Terms

All compensation terms shall be:

  • Pre-agreed by both parties prior to service activation;
  • Formally executed through digital or physical signature; and
  • Legally binding and enforceable in accordance with the governing agreement.

No variation to the agreed commission or compensation structure shall be valid unless documented in writing and executed by authorized representatives of both parties.

6.2 System-Based Revenue Calculation

All revenue, commission, and compensation amounts displayed within the HDS Service Partner PANEL (HDS-BSFP) shall be calculated strictly in accordance with:

  • The commercial terms set forth in the duly executed Booking Service Partner Agreement (BSPA);
  • The verified acreage completed and recorded within the Agriego system; and
  • The booking status as approved and validated within the platform.

Revenue figures reflected in the HDS-BSFP are system-generated based on recorded data inputs and agreed contractual parameters.

For avoidance of doubt, the HDS-BSFP dashboard functions solely as a reporting and display interface and does not modify, amend, or override the contractual compensation rights and obligations set forth in the BSPA.

In the event of any discrepancy between the dashboard display and the BSPA, the terms of the BSPA shall prevail.

7. NO EXTRA COMPENSATION CLAUSE (TENURE PROTECTION)

During the active tenure of the Booking Service Partner Agreement (BSPA), the applicable commission and compensation structure shall remain fixed in accordance with the Company-approved Service Partner Plan in effect at the time of execution.

7.1 Prohibition on Additional Compensation Claims

During the term of the BSPA, the Service Partner shall not:

  • Demand additional commission beyond the approved plan structure;
  • Claim extra per-acre compensation outside the applicable plan rate;
  • Impose surcharges, additional fees, or unauthorized charges on farmers under the HDS–Agriego ecosystem;
  • Add operational markups beyond the Company-defined pricing framework; or
  • Seek retrospective revision of compensation for services already completed or settled.

These restrictions shall remain in full force unless and until:

  • The Company introduces a new Service Partner Plan or compensation structure; and
  • The Service Partner formally executes a new BSPA or written amendment adopting the revised plan; and
  • The effective date of the new plan is clearly defined in writing.

7.2 Company-Controlled Plan Structure

The compensation framework is plan-based and defined solely by the Company. Any upgrade, migration, or transition to a new compensation plan shall occur only in accordance with Company policy and documented execution. Revised compensation terms shall apply prospectively from the defined effective date and shall not apply retroactively unless expressly stated in writing by the Company.

7.3 No Oral Modifications

Verbal discussions, informal assurances, or undocumented communications shall not modify the applicable compensation plan. Only a duly executed written agreement issued or approved by the Company shall constitute a valid amendment.

8. COMPENSATION REVISION POLICY

Any revision or modification to the existing compensation structure, including but not limited to: Commission percentage; Booking service charges; or Package structure and pricing model; shall be subject to strict documentation and approval requirements.

8.1 Conditions for Valid Revision

Any such revision must:

  • Be documented in writing;
  • Be formally executed and signed by authorized representatives of both parties; and
  • Clearly specify the effective date of implementation.

8.2 Prospective Application

All approved revisions shall apply prospectively from the defined effective date only. Revisions shall not:

  • Apply retroactively;
  • Affect completed bookings; or
  • Alter compensation relating to services already rendered, verified, or settled under the previously signed structure.

8.3 Continuity of Existing Structure

Until a formal amendment or new agreement is duly executed, the existing signed compensation structure shall remain valid, binding, and enforceable.

9. AGREEMENT SEPARATION CLAUSE

The following documents constitute independent and separately enforceable agreements within the HDS–Agriego ecosystem:

  • Non-Disclosure Agreement (NDA);
  • Booking Service Partner Agreement (BSPA);
  • HDS-BSFP PANEL Usage Policy; and
  • This Commercial & Platform Policy.

Each document governs distinct subject matter and shall operate independently unless expressly stated otherwise.

9.1 Independent Enforceability

A breach of any one agreement may constitute grounds for enforcement action under that agreement and, where applicable, may also trigger rights or remedies under the other related agreements.

9.2 No Merger or Implied Consolidation

None of the above documents shall be deemed merged, consolidated, or superseded by another unless expressly stated in writing and duly executed by authorized representatives of the parties. Each agreement shall remain valid, binding, and enforceable according to its own terms.

10. COMMERCIAL FINALITY DECLARATION

By executing the Booking Service Partner Agreement (BSPA) and accessing or operating through the HDS–Service Partner PANEL (HDS-BSFP), the Service Partner hereby expressly acknowledges, confirms, and agrees that:

  1. Mutual Negotiation: All compensation, commission, and payment terms have been mutually discussed, negotiated, and finalized between the parties prior to onboarding.
  2. Voluntary Acceptance: The agreed commission structure and compensation model have been accepted voluntarily by the Service Partner without coercion, undue influence, or misrepresentation.
  3. No Future Claims: During the tenure of this Agreement, the Service Partner shall not raise, demand, or claim any additional compensation, revised commission, retrospective payment, or financial entitlement beyond what is expressly defined in the BSPA or approved platform packages.
  4. Platform Governance Binding: All bookings, pricing, commissions, service scope, and payment settlements governed through the HDS-BSFP platform and the Agriego Booking Application shall be final, binding, and enforceable on the Service Partner.
  5. Waiver of Disputes: The Service Partner irrevocably waives any right to dispute or challenge the agreed commercial terms on grounds of business performance, volume fluctuation, market conditions, or operational outcomes.

11. PLATFORM TRANSPARENCY & LIMITATION

The HDS–Service Partner PANEL (HDS-BSFP) Dashboard functions as an operational visibility and reporting interface and is subject to the following conditions:

  1. Booking Data Source: The dashboard reflects booking information originating from the Agriego Booking Application and related platform systems.
  2. Performance Analytics: The dashboard provides performance indicators, operational metrics, and analytics for monitoring service execution and partner activity.
  3. Revenue Representation: Revenue figures, commissions, and payout indicators displayed on the dashboard are computed strictly as per the compensation structure defined in the executed BSPA and applicable platform rules.
  4. Indicative Nature of Display: All data, reports, and financial figures displayed on the dashboard are indicative and system-generated for reference purposes only.
  5. Discrepancy Resolution: In the event of any inconsistency, mismatch, or discrepancy between the dashboard display and the executed BSPA, the terms and conditions of the signed BSPA shall prevail and remain final, binding, and enforceable.
  6. Limitation of Reliance: The Service Partner agrees that the dashboard shall not be construed as a standalone financial statement, legal record, or entitlement document.

12. BREACH & ENFORCEMENT

Any violation, non-compliance, misuse, or breach of this Policy, the executed Booking Service Partner Agreement (BSPA), or applicable platform rules by the Service Partner shall constitute a material breach and may result in one or more of the following actions, at the sole discretion of the Company:

  1. Immediate PANEL Suspension: Temporary or permanent suspension of access to the HDS–Service Partner PANEL (HDS-BSFP), including restriction of booking, dashboard, and operational features.
  2. Withholding of Pending Payouts: Withholding, adjustment, or set-off of pending commissions, payouts, or settlements, strictly subject to the terms and conditions of the BSPA and applicable law.
  3. Termination of Partnership: Immediate termination of the Service Partner's engagement and contractual relationship, with or without prior notice, as permitted under the BSPA.
  4. Legal Recovery of Losses: Initiation of legal, contractual, or equitable remedies to recover direct or indirect losses, damages, penalties, or costs incurred due to the breach.
  5. Blacklisting from Future Onboarding: Permanent or time-bound blacklisting of the Service Partner from future onboarding, re-engagement, or association with the Company, its platforms, or affiliated entities.
  6. Cumulative Remedies: The enforcement actions listed above are cumulative and may be exercised independently or concurrently, without prejudice to any other rights or remedies available under law or contract.

13. GOVERNING LAW & JURISDICTION

  1. Governing Law: This Policy, along with the Booking Service Partner Agreement (BSPA) and all related platform rules, shall be governed by and construed in accordance with the laws of India.
  2. Exclusive Jurisdiction: The Parties hereby agree that the courts having jurisdiction at Tiruvallur District, Tamil Nadu, India, shall have exclusive jurisdiction over all matters arising out of or in connection with this Policy, the BSPA, or platform-related transactions.
  3. Jurisdiction Supremacy: The Service Partner expressly waives any objection to such jurisdiction on grounds of venue, forum non conveniens, or territorial competence.

14. ACCEPTANCE

Activation and onboarding of an entity as an HDS–Agriego Service Partner shall constitute full and unconditional acceptance of this Policy and related governance framework, including but not limited to the following:

  • a) Acceptance of Policy Terms: Confirmation of full acceptance and compliance with all terms, conditions, rules, and operational guidelines stipulated in this Policy, as amended from time to time.
  • b) Execution of Non-Disclosure Agreement (NDA): Confirmation that a valid and binding Non-Disclosure Agreement (NDA) has been duly executed between the Service Partner and HDS / Agriego, and remains in force throughout the tenure of engagement.
  • c) Execution of Booking & Service Partner Agreement (BSPA): Confirmation that the Booking & Service Partner Agreement (BSPA) has been duly executed, including agreed commission structures, service compensation terms, tenure, and commercial obligations.
  • d) Platform-Controlled Booking Governance: Acknowledgement and agreement that all service bookings, allocations, scheduling, pricing, and settlements shall be governed exclusively through the Agriego Booking Platform, and that the Service Partner shall not solicit, accept, or execute off-platform bookings under any circumstances.
  • e) Binding Effect: Such activation shall be deemed legally binding and enforceable, without the requirement of any additional written acknowledgement.