MASTER SAAS & GATE AUTOMATION SERVICES AGREEMENT
Fixed Commitment Contract (Three (3) Years)
BY AND BETWEEN:
BUGFREE SOLUTIONS PRIVATE LIMITED, a company incorporated under the Companies Act, 2013, having its registered corporate presence in Maharashtra, India, provider of the Athithi Unified AI OS & Visitor Automation Platform (hereinafter referred to as the "Company" or "Service Provider", which expression shall include its successors and permitted assigns) of the FIRST PART;
AND
Green Meadows Cooperative Housing Society Ltd.,
bearing Registration No. BOM/HSG/2019/MH-4421, having its premises and administrative office situated at Plot 42, Sector 18, Palm Beach Road, Vashi, Navi Mumbai, Maharashtra – 400703, represented herein by its authorized representative / Managing Committee Signatory, Rajesh Sharma (Chairman / Secretary) (hereinafter referred to as the "Society" or "Client", which expression shall include its management committee, trustees, successors, and assigns) of the SECOND PART.
The Company and the Society are hereinafter individually referred to as a "Party" and collectively as the "Parties".
1. SCOPE OF ENGAGEMENT & PLATFORM SERVICES
The Company hereby grants the Society and its verified residents, domestic staff, and security personnel a non-transferable, non-exclusive, multi-user license to access and utilize the Athithi Unified AI OS Software Suite for the dedicated premises consisting of 140 units/flats. Services include in-browser Edge AI visitor logging, WhatsApp interactive visitor authorization, Package Vault with 4-digit pickup OTP verification, digital staff pass tracking, emergency siren alerts, financial maintenance ledger accounting, and administrative compliance audit records.
2. FIXED COMMITMENT TERM & NON-CANCELLABLE LOCK-IN
2.1. Term Duration: This Agreement is executed for a legally binding, committed fixed term of Three (3) Years, commencing from 12 November 2026 and remaining in full legal force until 11 November 2029 (the "Committed Term").
2.2. Non-Cancellable Obligation & Liquidated Damages: The Parties expressly agree that the deployment of edge software, server infrastructure provisioning, and preferential commercial rates are granted in consideration of the full committed duration. The Society shall have no right to terminate this Agreement for convenience prior to the expiry of the Committed Term. In the event the Society purports to unilaterally withdraw, cancel, or terminate this Agreement prior to expiry, the Society shall immediately become liable to pay 100% of the entire remaining subscription balance for all unexpired years of the Committed Term as pre-estimated, genuine liquidated damages and infrastructure amortization compensation, payable within fifteen (15) days of such notice.
3. COMMERCIAL CONSIDERATION & ADVANCE PAYMENT TERMS
3.1. Agreed Commercial Pricing: The Society commits to pay the Service Provider the fees finalized below without right of unilateral withholding, set-off, or deduction:
| Commercial Dimension |
Agreed Specification |
Financial Valuation (INR) |
| Committed Multi-Year Tenure |
Three (3) Years (Fixed Lock-In) |
12 November 2026 to 11 November 2029 |
| Registered Units / Properties |
140 Flats / Commercial Units |
Flat Society Model |
| Annual Software Fee (Base) |
Software Subscription & Cloud Maintenance |
₹29,988.00 per year |
| Total Contract Base Value |
Three (3) Years Consolidated |
₹89,964.00 |
| Applicable GST @ 18% |
Statutory Goods & Services Tax |
₹16,193.52 |
| GRAND TOTAL CONTRACT VALUE (INCL. GST) |
₹106,157.52 |
3.2. Mandatory Advance Payment Schedule: Consideration shall be satisfied strictly via
Annual in Advance (Payable within 7 days of annual anniversary invoice). Invoices raised by the Company are payable within seven (7) calendar days of generation via direct bank NEFT/RTGS, UPI, or corporate account payee cheque.
3.3. Delayed Payment Penalty: Any undisputed payment delayed beyond fifteen (15) days from the due date shall attract penal interest at the rate of
18% (eighteen percent) per annum compounded monthly from the due date until full realization. In the event of default exceeding thirty (30) days, the Company reserves the immediate right to suspend platform edge services, without waiving or relieving the Society of its cumulative multi-year monetary obligations.
4. EXCLUSIVE IN-APP COMMERCIAL & DIGITAL ADVERTISING MONETIZATION RIGHTS
4.1. Sole and Exclusive In-App Rights: The Society expressly, unconditionally, and irrevocably grants Bugfree Solutions Private Limited the sole, exclusive, and unencumbered right to display, deploy, distribute, sell, and commercialize digital advertisements, sponsored partner carousels, local vendor banners, and promotional placements across all Athithi resident mobile PWAs, visitor web apps, gate security consoles, waiting lobby displays, and associated platform interfaces throughout the Committed Term.
4.2. 100% Revenue Ownership by Company: The Society acknowledges and covenants that 100% (one hundred percent) of all gross and net advertising revenues, sponsorship fees, promotional commissions, and commercial income generated through the Athithi platform touchpoints belong solely and exclusively to Bugfree Solutions Private Limited. The Society, its Managing Committee, office bearers, and individual residents have zero claim, right, royalty, rebate, or financial entitlement to any advertising collections.
4.3. Unified Infrastructure & Single Point of Truth (Platform Exclusivity): To maintain uncompromised gate perimeter security, eliminate credential collisions, prevent data synchronization fragmentation, and satisfy statutory data fiduciary mandates under the Digital Personal Data Protection Act (DPDP Act, 2023), the Society designates the Athithi Platform by Bugfree Solutions Private Limited as its sole, primary digital gate operating infrastructure throughout the committed term. All digital visitor passes, vehicle verifications, and resident touchpoints route exclusively through the Athithi software architecture without conflicting secondary electronic logging overlays.
4.4. Zero Administrative Overhead for Committee: Bugfree Solutions Private Limited shall retain full and autonomous editorial discretion to review, accept, schedule, and publish advertisements. All advertisements deployed by the Company shall strictly comply with applicable Indian advertising standards, be family-safe, and conform to the DPDP Act 2023. The Society Managing Committee is entirely relieved from operational management, advertiser approvals, or creative moderation delays.
5. DATA PROTECTION & STATUTORY COMPLIANCE (DPDP ACT 2023)
5.1. Fiduciary and Processor Alignment: The Society acts as the Data Fiduciary regarding resident membership records, and the Company acts as the Data Processor. Both Parties covenant strict compliance with India's Digital Personal Data Protection Act, 2023.
5.2. Edge Masking & Privacy Safeguard: The Company implements automated client-side masking of government identity credentials (Aadhaar redaction) directly in the local browser cache prior to network transmission. Resident contact records, telephone numbers, and flat numbers shall never be sold, leased, or transferred to third-party marketing telemarketers.
6. ZERO HARDWARE LIABILITY & OPERATIONAL PREREQUISITES
The Athithi Platform is a pure software-as-a-service solution operating through modern web browsers on standard commercially available devices. The Company does not furnish, insure, or repair client-owned smartphones, tablets, biometric scanners, desktop computers, or local internet connections. Interruptions resulting from local power failures, gate SIM card outages, or guard hardware damage do not constitute platform deficiency or grounds for withholding subscription fees.
7. INTELLECTUAL PROPERTY & CONFIDENTIALITY
All proprietary rights, copyright, trade secrets, software algorithms, WebAssembly models, logos, source code, and design architecture embodied in Athithi remain the sole and exclusive intellectual property of Bugfree Solutions Private Limited. The Society shall not reverse engineer, decompile, copy, or create derivative software from the platform.
8. INDEMNIFICATION & LIMITATION OF LIABILITY
8.1. Limitation of Company Liability: To the maximum extent permitted by applicable law, the total cumulative aggregate liability of Bugfree Solutions Private Limited for all claims arising out of or related to this Agreement shall be strictly capped at the subscription fees actually paid by the Society in the preceding one (1) month.
8.2. Society Indemnity: The Society agrees to defend, indemnify, and hold harmless Bugfree Solutions Private Limited and its directors, officers, and employees against any claims, losses, or legal costs arising from internal resident disputes, committee election faction conflicts, defamatory notices posted by residents, or physical gate incidents outside the software's direct operation.
9. GOVERNING LAW, DISPUTE RESOLUTION & JURISDICTION
This Agreement shall be governed by, construed, and enforced in accordance with the substantive Laws of the Republic of India. Any controversy, dispute, or claim arising out of or in connection with this Agreement shall be referred to arbitration before a Sole Arbitrator appointed mutually or by Bugfree Solutions Private Limited in accordance with the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be Pune/Nagpur, Maharashtra, India, and the proceedings shall be in English. Subject to arbitration, the Courts situated in Maharashtra, India shall have exclusive legal jurisdiction.
FOR AND ON BEHALF OF:
BUGFREE SOLUTIONS PRIVATE LIMITED
(Service Provider / Athithi)
Authorized Signatory & Company Seal
Name: Digvijay Yenurkar
Designation: Founder & Director
Date: 12 November 2026
Seal: [Company Stamp Placeholder]
FOR AND ON BEHALF OF:
Green Meadows Cooperative Housing Society Ltd.
(Client / Housing Society / RWA)
Authorized Managing Committee Signature & Seal
Name: Rajesh Sharma
Designation: Chairman / Secretary
Phone: +91 98200 12345
Date: 12 November 2026
Seal: [Society Registration Stamp]