Last updated: 16th September 2026

These General Terms and Conditions shall apply to all agreements between OneRoof Launchpad, hereinafter referred to as "ORL", and its Client(s), and to any engagement in which ORL involves a Partner in the performance of the services.

1. Definitions

In these General Terms and Conditions, the following definitions are applicable:

• 'Client' means the organization or company with whom ORL has entered into an Agreement to render services.

• 'Confidential Information' means any information related to the Engagement disclosed by any of the Parties to the other Party or Parties, either directly or indirectly, and which is explicitly labeled by the generator or provider of the Information to be confidential or secret. Confidential Information may include, by way of example but without limitation, business strategies, financial information, partner introductions, market research, pricing information, product specifications, and other information owned by or in possession of either of the parties.

• 'Partner' means an operating company or organization, including but not limited to OneRoof Technologies LLP and SVR Auto Pvt. Ltd., engaged by ORL to provide on-the-ground execution, manufacturing, network access, or other capabilities relevant to the Engagement.

• 'Agreement' means the agreement between ORL and the Client which defines the scope of the Engagement and the services to be rendered, as well as the agreed and specified consideration for such services. These General Terms and Conditions are an integral part of the Agreement, unless the parties have explicitly agreed otherwise in writing.

• 'Engagement' means any Agreement, in whatever form, reached between ORL and the Client, pursuant to which ORL agrees to render services to the Client — including any combination of the Launchpad Method stages (Map, Select, Localize, Pilot, Scale) and access to Launch Radar — in exchange for an agreed and specified consideration.

• 'Force Majeure' means any cause beyond the reasonable control of the affected party, including but not limited to acts of God, war, riots, government action, regulatory changes, fires, strikes, labor disputes, accidents, or any material consequence of compliance with an order of a governmental or judicial authority, as a result of which the Agreement cannot be executed in all material respects as intended by the parties.

  
  

2. General

a. These General Terms and Conditions govern the legal relationship between ORL and the Client, and the services to be rendered by ORL, whether directly or through a Partner, to the Client.

b. These General Terms and Conditions supersede any and all prior oral and written quotations, communications, agreements, and understandings of the parties, and shall apply in preference to and supersede any terms and conditions submitted by the Client. Failure by ORL to object to terms set by the Client shall not be construed as acceptance of such terms. By contracting on the basis of these General Terms and Conditions, the Client agrees to their applicability in respect of future agreements between itself and ORL, even if not expressly restated.

3. Performance of the Engagement

a. ORL shall determine, in consultation with the Client, the manner in which it will carry out the Engagement, including which stage(s) of the Launchpad Method apply and which Partner(s), if any, will be involved.

b. ORL shall perform the Engagement to the best of its ability, using professional skill, care, and diligence in accordance with the Agreement, but does not guarantee any specific result, including but not limited to the successful conclusion of a partnership, pilot, or market entry.

c. The Client accepts that the timeline allocated for an Engagement is an estimate and may be subject to change, including where a stage of the Launchpad Method (e.g. Localize) proves necessary after the Agreement is concluded, or where regulatory or market conditions change.

d. Where circumstances change that cannot be attributed to ORL or the Client, ORL may, in consultation with the Client, make such amendments to the Engagement as necessary to adhere to the agreed scope and quality. Additional costs arising from such changes shall be borne by the Client, unless otherwise agreed.

e. ORL shall provide the Client with reports on the progress of the Engagement at intervals appropriate to the relevant Launchpad Method stage. The Client may request modifications to the Engagement's requirements; such modifications take effect only once the parties agree on their consequences, including any changes to timeline or consideration.

4. Partners and subcontractors

ORL may engage Partners to provide execution, manufacturing, or network capabilities relevant to the Engagement. Where a Partner is engaged, ORL remains the Client's primary point of contact and responsibility under the Agreement, unless the parties agree in writing that the Client will contract directly with the Partner for a defined scope.

5. Client's obligations

a. The Client shall make available to ORL, in a timely manner, all information and documents ORL reasonably requires to carry out the Engagement, and shall provide the cooperation required for its proper and timely performance.

b. The Client shall duly inform ORL of any facts and circumstances relevant to the execution of the Engagement, including known regulatory, compliance, or market constraints.

c. The Client guarantees the correctness, completeness, and reliability of any information it provides to ORL.

6. Consideration — fees and expenses

a. The Client shall pay ORL the consideration specified in the Agreement.

b. Unless otherwise stated in the Agreement, ORL shall, after prior approval by the Client, be entitled to reimbursement for reasonable travel, lodging, and other out-of-pocket costs properly incurred in performing the Engagement.

c. Invoicing cadence (e.g. monthly, or per stage of the Engagement) shall be as specified in the Agreement, and may vary between Engagements. Unless otherwise stated in the Agreement, payment by the Client shall be made within fifteen (15) business days of receipt of an invoice. Payment shall be made to the bank account specified on the invoice.

d. Value Added Tax (VAT) and VAT registration number, where applicable, shall be shown separately on all invoices.

e. Any additional costs arising from delays caused by the Client's failure to provide requested information or documentation in a timely manner shall be borne by the Client.

7. Data protection

a. Where personal data is exchanged between the parties in connection with the Engagement — including business contacts, stakeholder details, or Partner introductions — each party shall comply with the EU General Data Protection Regulation (GDPR) and, where relevant to the Engagement, India's Digital Personal Data Protection Act (DPDP).

b. Where the nature of the Engagement requires ORL to process personal data on behalf of the Client in a manner that constitutes ORL acting as a "processor" under GDPR (for example, handling the Client's customer or employee data as part of a Pilot or Scale stage), the parties shall enter into a separate Data Processing Agreement prior to any such processing taking place. These General Terms and Conditions do not themselves constitute a Data Processing Agreement.

c. Where personal data is transferred outside the European Economic Area in connection with the Engagement, including to Partners operating in India, ORL shall ensure an appropriate transfer safeguard is in place, such as the European Commission's Standard Contractual Clauses.

d. Each party shall promptly notify the other of any personal data breach connected to the Engagement that may affect the other party or the individuals whose data was processed.

8. Intellectual property

Reports, frameworks, and other materials created specifically for the Client's Engagement shall become the property of the Client upon full payment, unless otherwise agreed in the Agreement. ORL's underlying methodology (the Launchpad Method), Launch Radar, and any tools, templates, or frameworks not created exclusively for that specific Engagement remain the property of OneRoof Launchpad.

9. Confidentiality

a. ORL shall keep secret and not disclose, and shall procure that its employees and engaged Partners keep secret and not disclose, any Confidential Information obtained during the performance of the Engagement. This does not apply to information that: (I) is or becomes part of the public domain without fault of ORL; (II) was already known to ORL, other than under an obligation of confidentiality, at the time of disclosure; (III) is lawfully acquired by ORL from a third party on a non-confidential basis; or (IV) ORL is required to disclose pursuant to law or a lawful governmental or judicial order.

b. Except with ORL's prior written permission, the Client shall not publish or otherwise make available the contents of proposals, reports, or other communications from ORL, unless provided with the intent of sharing them with third parties. The Client shall not disclose ORL's methods or working strategies without written permission.

c. This Article 8 applies for the term of the Agreement and for a period of five (5) years thereafter.

10. Warranties, liability, and indemnification

a. ORL does not warrant that the services provided, or the results generated, will match the Client's initially intended outcomes (including any agreed KPIs) as set out in the Agreement, given the inherent uncertainty of cross-border market entry, partner negotiation, and pilot execution.

b. ORL shall not be liable for any loss, destruction, or damage of any nature incurred by the Client, its employees, or third parties resulting from the Client's use of the results of the Engagement, except to the extent shown to be due to gross negligence or willful misconduct on the part of ORL.

c. Should ORL be held liable, by way of indemnity, breach of contract, or otherwise, ORL's total liability for the Engagement shall in aggregate be capped at the consideration agreed for that Engagement, and shall never exceed the amount effectively covered under ORL's liability insurance, where applicable. In no event shall ORL be liable for any consequential, indirect, special, incidental, or exemplary damages.

11. Term and termination

a. Any timelines set out in the Agreement are estimates only and shall not be considered binding deadlines ("fatale termijnen"), given that Engagement timing depends in part on regulatory processes, Partner availability, and market conditions outside ORL's control.

b. Either party may terminate the Agreement by written notice with immediate effect if the other party: (I) is in material default of the Agreement and such default remains unremedied for thirty (30) days after written notice; (II) is affected by a Force Majeure event that cannot be resolved within three (3) months; or (III) files for bankruptcy, suspension of payment ("surseance van betaling"), or is otherwise declared insolvent.

c. Where termination under Article 10(b) is attributable to the Client, the Client shall pay ORL an amount equal to the consideration corresponding to services already rendered, plus any additional costs ORL incurred as a result of the early termination. The Client is entitled to receive the preliminary results of services already rendered upon such payment.

d. Where ORL cannot reasonably be required to complete the Engagement due to unforeseen circumstances, ORL may unilaterally terminate the Agreement. The Client shall pay ORL an amount equal to the consideration corresponding to services already rendered, and shall, upon payment, be entitled to receive the preliminary results of those services.

12. Force Majeure

Neither party shall be liable for any damage, loss, cost, or expense arising out of or in connection with a Force Majeure event. Upon the occurrence of a Force Majeure event, the affected party shall promptly notify the other party in writing, specifying the cause and its expected effect on performance.

13. Notices

Any notice given under the Agreement shall be in writing and delivered by mail, registered mail, or email. Notices are deemed received on the second business day following mailing within the Netherlands, the seventh business day following mailing from outside the Netherlands, or the next business day following transmission by email.

14. Observance of legal requirements

ORL shall carry out its obligations under the Agreement in a manner that complies with all relevant legal requirements applicable in the Netherlands and, where relevant to the Engagement, in India.

15. Governing law and jurisdiction

a. All disputes that cannot be settled amicably shall be referred to the competent court in [The Hague / your jurisdiction], the Netherlands, and the parties consent to the jurisdiction of that court.

b. These General Terms and Conditions and the Agreement are governed by and interpreted in accordance with the laws of the Netherlands.