Daily Flowers Franchise Agreement

Draft for review by Indian counsel. All commercial values are deliberately left open and are collected in Schedule B and Schedule F. Nothing in this draft is to be read as an approved commercial commitment until the Schedules are completed and the document is approved by Daily Flowers India Pvt. Ltd.

This Franchise Agreement (the "Agreement") is made on [EXECUTION DATE] (the "Execution Date") at [PLACE OF EXECUTION].

BETWEEN

Daily Flowers India Pvt. Ltd., a company incorporated under the Companies Act, 2013, having its registered office at [REGISTERED OFFICE ADDRESS] (CIN [CIN]), acting through its authorised signatory ("Daily Flowers" or the "Franchisor", which expression includes its successors and permitted assigns);

AND

[FRANCHISEE LEGAL NAME], a [CONSTITUTION — company / limited liability partnership / partnership firm / sole proprietorship] registered or constituted under [APPLICABLE LAW], having its registered office or principal place of business at [FRANCHISEE ADDRESS], holding PAN [PAN] and GSTIN [GSTIN], acting through [AUTHORISED SIGNATORY NAME AND DESIGNATION] (the "Franchisee", which expression includes its successors and permitted assigns).

Daily Flowers and the Franchisee are each a "Party" and together the "Parties".

Recitals

A. Daily Flowers operates a technology-enabled fresh-flower, food, gifting and recurring-service commerce business under the Daily Flowers name, through its website at https://dailyflowersai.com, its mobile and web applications and associated systems (together, the "Platform"). Through the Platform, Daily Flowers acquires customers, accepts and routes orders, collects payment through a licensed payment aggregator, coordinates fulfilment and delivery, manages customer service, and settles amounts due to the participants in its network.

B. Daily Flowers has developed a distinctive system for the preparation, presentation, fulfilment and delivery of fresh flowers, floral arrangements, recurring floral services and related products under the Daily Flowers brand, including operating standards, standard operating procedures, quality specifications, brand standards, training programmes and know-how (the "Daily Flowers System").

C. Daily Flowers operates a network in which different participants perform different roles. A franchisee is an authorised Daily Flowers territory operator that is permitted to carry on its business using the Daily Flowers brand under a limited licence. A franchisee is distinct from an independent registered flower partner (which trades under its own business name and is not a franchisee), a food seller, a gift seller, a supplier and a delivery or service partner, each of which contracts with Daily Flowers on separate terms.

D. The Franchisee has applied to Daily Flowers to be appointed as a franchisee, has completed Daily Flowers' application, identity and business verification (KYC) and commercial evaluation processes, and has represented to Daily Flowers that it has the resources, experience and capacity to operate a Daily Flowers franchise in accordance with this Agreement.

E. Relying on those representations, Daily Flowers has agreed to appoint the Franchisee, and the Franchisee has agreed to accept that appointment, on the terms of this Agreement.

NOW, THEREFORE, the Parties agree as follows.

1. Definitions and Interpretation

1.1 Definitions. In this Agreement, unless the context requires otherwise:

• "Activation Date" means the date on which Daily Flowers confirms in writing (including through the Franchise Portal) that the Franchisee has satisfied the Activation Conditions and may begin receiving Orders.
• "Activation Conditions" means the conditions listed in clause 2.3.
• "Applicable Law" means all laws, statutes, ordinances, rules, regulations, notifications, bye-laws, licences, permits, judgments and binding directions of any governmental, statutory, regulatory, judicial or local authority in India that apply to a Party, to the Franchised Business or to the performance of this Agreement, as amended or replaced from time to time.
• "Approved Supplier" means a supplier of flowers, foliage, packaging, consumables, equipment or other goods or services that Daily Flowers has approved in writing, or through the Operations Manual, for use in the Franchised Business.
• "Brand Guidelines" means Daily Flowers' written rules on use of the Marks and on visual identity, tone, packaging, signage, uniforms and marketing, as summarised in Schedule D and as issued and updated by Daily Flowers from time to time.
• "Business Day" means a day other than a Sunday or a public holiday in the city in which the Franchise Premises are located.
• "Commercial Model" means the commercial and tax model selected in Schedule B for Orders fulfilled by the Franchisee, as described in clause 22.2.
• "Commercial Schedule" or "Schedule B" means Schedule B (Commercial Terms) to this Agreement.
• "Competing Business" has the meaning given in clause 29.4.
• "Confidential Information" has the meaning given in clause 28.1.
• "Customer" means any person (individual or organisation) who places an Order, subscribes to a recurring service, or is the intended recipient of an Order, through the Platform or through any channel operated or authorised by Daily Flowers.
• "Customer Data" means all personal data and other information relating to Customers, recipients and prospective customers that is collected through the Platform or otherwise in connection with the Franchised Business, including names, contact details, addresses, delivery instructions, occasion details, order history, subscription details, payment references, feedback and complaints.
• "Data Protection Law" means the Digital Personal Data Protection Act, 2023 and the rules made under it (as and when in force), the Information Technology Act, 2000 and the rules made under it to the extent in force, and any other Applicable Law on the processing, security or protection of personal data.
• "Delivery Proof" means the evidence of delivery or service completion required by Daily Flowers for an Order, being a one-time password (OTP) provided by the recipient or, where Daily Flowers permits for business sites or specified situations, a photograph, signature or site acknowledgement captured through the Platform.
• "Effective Date" means the Execution Date, or such later date as is stated in Schedule B.
• "Franchise Portal" means the part of the Platform through which the Franchisee and its authorised users receive and manage Orders, subscriptions, service jobs, procurement, staff access, reports, training, documents, settlement statements and notices.
• "Franchise Premises" means the premises from which the Franchisee operates the Franchised Business, as described in Schedule A, which may be a store, studio, workshop, fulfilment hub, kiosk or other approved facility.
• "Franchised Business" means the business of preparing, fulfilling, delivering and servicing Orders and providing related products and services in the Territory under the Marks and in accordance with the Daily Flowers System and this Agreement.
• "Intellectual Property Rights" means trade marks, service marks, trade names, logos, trade dress, domain names, social media handles, copyright (including in software, content, photographs, designs, manuals and training materials), designs, database rights, rights in know-how, recipes and arrangements, rights in confidential information, and all other intellectual property rights, whether registered or unregistered, anywhere in the world.
• "Marks" means the name and mark "Daily Flowers", the logos, taglines, trade dress and other marks listed in Schedule D, and any other mark that Daily Flowers designates in writing for use in the Franchised Business.
• "Operations Manual" means the collection of standard operating procedures ("SOPs"), quality specifications, product specifications, checklists, forms, service standards, technology rules and other operating instructions issued by Daily Flowers, in any form (including through the Franchise Portal), as indexed in Schedule C and updated from time to time in accordance with clause 10.
• "Order" means any order, subscription occurrence, service job, corporate or business order or other request for products or services that is placed through the Platform or otherwise authorised by Daily Flowers and that is routed to the Franchisee for fulfilment.
• "Performance Standards" means the service levels and performance metrics set out in Schedule F and in the Operations Manual.
• "Platform Records" means the order, payment, delivery, settlement, audit and other records generated or maintained by Daily Flowers on the Platform.
• "Settlement Statement" means the statement issued by Daily Flowers for each Settlement Cycle under clause 23.
• "Settlement Cycle" means the settlement period specified in Schedule B.
• "Term" means the initial term and any renewal term of this Agreement, as described in clause 5.
• "Territory" means the geographic area described in Schedule A, defined by pincodes, localities, zones, service areas or any other method Daily Flowers uses, as amended in accordance with clause 4.

1.2 Interpretation. In this Agreement: (a) headings are for convenience only and do not affect interpretation; (b) the singular includes the plural and vice versa; (c) "including" and similar words mean "including without limitation"; (d) a reference to a statute includes any subordinate legislation made under it and any amendment, re-enactment or replacement of it; (e) a reference to "writing" or "written" includes email and notices given through the Franchise Portal; (f) the Schedules and the Operations Manual form part of this Agreement; and (g) no rule of construction applies to the disadvantage of a Party on the basis that it prepared this Agreement.

1.3 Order of precedence. If there is a conflict, the following order of precedence applies: (a) Schedule B (Commercial Terms); (b) the clauses of this Agreement; (c) the other Schedules; and (d) the Operations Manual and Brand Guidelines. The Operations Manual may add detail to, but may not reduce, the Franchisee's rights under the clauses of this Agreement.

2. Appointment of Franchisee

2.1 Appointment. Subject to the terms of this Agreement, Daily Flowers appoints the Franchisee, and the Franchisee accepts appointment, as an authorised Daily Flowers franchisee to operate the Franchised Business in the Territory from the Franchise Premises for the Term.

2.2 Nature of appointment. The appointment is personal to the Franchisee and is made in reliance on the Franchisee's identity, ownership, management, financial standing and representations. The Franchisee is not, and must not represent itself as, a registered flower partner, marketplace seller or delivery partner of Daily Flowers by reason of this Agreement; its relationship with Daily Flowers is governed by this Agreement. If the Franchisee also wishes to act in another network role (for example, as a supplier or delivery partner), that role requires a separate agreement and separate onboarding.

2.3 Activation Conditions. The Franchisee may not begin trading under the Marks or receive Orders until Daily Flowers has confirmed that each of the following has been completed to its reasonable satisfaction:

• (a) completion of KYC and submission of the documents listed in Schedule E, and their verification by Daily Flowers;
• (b) payment of any amounts due on signing as specified in Schedule B;
• (c) fit-out and set-up of the Franchise Premises in accordance with clause 9 and the readiness checklist in the Operations Manual;
• (d) completion of initial training and certification by the persons specified in clause 19;
• (e) registration of the Franchisee's settlement bank account following Daily Flowers' verification process;
• (f) provisioning of Franchise Portal users and acknowledgement of the current Operations Manual and Brand Guidelines;
• (g) procurement of the insurance required by clause 30;
• (h) where the Franchisee will handle any food product, valid registration or licence under the Food Safety and Standards Act, 2006 covering that activity; and
• (i) a satisfactory readiness audit of the Franchise Premises by Daily Flowers.

2.4 Long-stop date. If the Activation Conditions are not satisfied by [TO BE SPECIFIED IN COMMERCIAL SCHEDULE] after the Execution Date (or such later date as Daily Flowers agrees in writing), either Party may terminate this Agreement by written notice. The consequences of such termination, including the treatment of any amount paid on signing, are as set out in Schedule B.

3. Grant of Franchise Rights

3.1 Rights granted. Subject to the Franchisee's continuing compliance with this Agreement, Daily Flowers grants the Franchisee, for the Term, the right to:

• (a) operate the Franchised Business in the Territory from the Franchise Premises;
• (b) use the Marks and the Daily Flowers System in accordance with Articles 6 to 8 and the Brand Guidelines;
• (c) receive Orders routed to it through the Platform in accordance with Article 14;
• (d) access the Franchise Portal and the parts of the Platform that Daily Flowers makes available to franchisees; and
• (e) receive the training, operational support and materials described in this Agreement.

3.2 Rights reserved. All rights not expressly granted to the Franchisee are reserved to Daily Flowers. Without limiting that, and except to the extent Schedule A expressly grants exclusivity, Daily Flowers reserves the right, inside and outside the Territory, to:

• (a) operate the Platform and sell any products or services to any Customer, including Customers located in the Territory;
• (b) appoint registered flower partners, food sellers, gift sellers, suppliers and delivery or service partners, including partners located in or serving the Territory;
• (c) fulfil Orders in the Territory from a Daily Flowers hub or through other network participants where the Franchisee does not accept an Order, lacks capacity, capability or compliance status, is suspended, or where Daily Flowers' order routing rules otherwise require;
• (d) allow gift sellers and other marketplace sellers located anywhere in India to ship products to Customers in the Territory;
• (e) enter into national, corporate, institutional or key-account arrangements that include deliveries in the Territory, on the routing terms set out in Schedule A; and
• (f) use and license the Marks for any purpose other than the operation of a franchise of the same type in the Territory, where exclusivity has been granted.

3.3 No guarantee of volume or income. Daily Flowers does not guarantee any minimum number or value of Orders, any level of revenue or profit, or any return on the Franchisee's investment, except to the extent (if any) expressly stated in Schedule B. The Franchisee acknowledges that it has made its own independent assessment of the business opportunity and has had the opportunity to take independent legal, tax and financial advice.

4. Territory

4.1 Territory. The Territory is described in Schedule A. Schedule A also states whether any exclusivity is granted, and if so, for which product and service categories, for which channels and on what conditions (for example, achieving the Performance Standards).

4.2 Operation within the Territory. The Franchisee must operate the Franchised Business only within the Territory and from the Franchise Premises. The Franchisee must not fulfil Orders for delivery outside the Territory, open additional premises, or operate mobile or pop-up outlets under the Marks, unless Daily Flowers has approved this in writing or Daily Flowers routes such an Order to the Franchisee.

4.3 Routing, not territorial ownership of Customers. The Territory defines where the Franchisee is authorised to operate and the area for which it is eligible to receive Orders. It does not give the Franchisee any ownership of, or exclusive right to, any Customer or Customer account. Customers belong to the Daily Flowers customer relationship, as described in Article 26.

4.4 Changes to the Territory. The Territory may be changed:

• (a) by written agreement of the Parties at any time;
• (b) by Daily Flowers, by giving not less than [TO BE SPECIFIED IN COMMERCIAL SCHEDULE] written notice, to reflect a change in the way Daily Flowers defines service areas (for example, a change from pincode sets to mapped zones), provided that the change does not materially reduce the area or the addressable demand of the Territory; or
• (c) by Daily Flowers, as a remedy under clause 36.4, where the Franchisee has persistently failed to meet the Performance Standards in any part of the Territory.

4.5 Territory conditions. Where Schedule A makes any exclusivity conditional on minimum performance, service coverage or development targets, failure to meet those conditions entitles Daily Flowers, as its remedy for that failure and without the need to terminate this Agreement, to convert the exclusivity to non-exclusivity or to reduce the Territory, on the notice specified in Schedule A.

5. Term and Renewal

5.1 Initial term. This Agreement starts on the Effective Date and, unless terminated earlier in accordance with its terms, continues for an initial term of [TO BE SPECIFIED IN COMMERCIAL SCHEDULE] from the Activation Date.

5.2 Renewal. The Franchisee may request renewal by written notice given not earlier than [TO BE SPECIFIED IN COMMERCIAL SCHEDULE] and not later than [TO BE SPECIFIED IN COMMERCIAL SCHEDULE] before the end of the then-current term. Daily Flowers will grant renewal for a further term of [TO BE SPECIFIED IN COMMERCIAL SCHEDULE] if, at the time of the request and at the end of the current term:

• (a) the Franchisee is not in unremedied breach of this Agreement and has not received more than the number of formal default notices specified in Schedule B during the current term;
• (b) the Franchisee has met the Performance Standards for renewal set out in Schedule F;
• (c) the Franchisee has paid all amounts due to Daily Flowers;
• (d) the Franchisee agrees to carry out any refurbishment or technology upgrade of the Franchise Premises reasonably required to bring them to the then-current Daily Flowers standard;
• (e) the Franchisee's personnel complete any refresher training Daily Flowers requires; and
• (f) the Franchisee signs or electronically accepts Daily Flowers' then-current form of franchise agreement, which may contain different terms (including commercial terms), and pays any renewal fee specified in Schedule B.

5.3 Non-renewal. If Daily Flowers does not renew, it will give written reasons by reference to clause 5.2. Expiry without renewal is not a termination for breach, but Articles 39 and 49.4 apply on expiry.

5.4 Holding over. If the Parties continue to operate after expiry without renewing, this Agreement continues on a month-to-month basis on its existing terms and either Party may end it on [TO BE SPECIFIED IN COMMERCIAL SCHEDULE] written notice.

6. Brand and Trademark Licence

6.1 Licence. Daily Flowers grants the Franchisee a non-transferable, non-sublicensable, revocable (only in accordance with this Agreement), royalty-bearing (as specified in Schedule B) and limited licence, for the Term, to use the Marks within the Territory solely for the purpose of operating the Franchised Business in accordance with this Agreement, the Operations Manual and the Brand Guidelines. The licence is exclusive or non-exclusive as stated in Schedule A.

6.2 Limited licence, not ownership. The Franchisee acknowledges and agrees that:

• (a) Daily Flowers (or its licensor) is and remains the sole owner of the Marks, the Daily Flowers brand and all associated goodwill, the Daily Flowers System, the Operations Manual, the Platform and all other Intellectual Property Rights of Daily Flowers;
• (b) this Agreement grants the Franchisee a contractual permission to use the Marks and does not transfer, assign or create any ownership, co-ownership or proprietary interest in the Marks, the brand, the Platform, the Customer Data or any other Intellectual Property Right of Daily Flowers;
• (c) all use of the Marks by the Franchisee, and all goodwill arising from that use, accrues solely to the benefit of Daily Flowers; the Franchisee's use of the Marks is intended to be "permitted use" under the Trade Marks Act, 1999, which is deemed to be use by the proprietor; and
• (d) the Franchisee acquires no right to any compensation for goodwill on expiry or termination of this Agreement.

6.3 Quality control. Daily Flowers is entitled to control the nature and quality of all goods and services supplied by the Franchisee under the Marks, and to inspect the Franchised Business for that purpose, as set out in this Agreement. The Franchisee must comply with all reasonable directions of Daily Flowers on the use of the Marks.

6.4 Registered user. The Franchisee must, at Daily Flowers' request and cost, sign any document reasonably required to record the Franchisee as a registered user of any registered Mark under sections 48 and 49 of the Trade Marks Act, 1999, or to cancel that registration on expiry or termination. The Franchisee irrevocably authorises Daily Flowers to apply for cancellation of any such registration on expiry or termination of this Agreement.

6.5 Infringement and enforcement. The Franchisee must promptly notify Daily Flowers of any actual, suspected or threatened infringement of the Marks, passing off, counterfeit Daily Flowers products, imitation of the Daily Flowers trade dress, or any challenge to Daily Flowers' rights, that comes to its attention. Daily Flowers has the sole right (but no obligation) to decide whether and how to act, and will control and bear the cost of any action it takes. The Franchisee must not take any action in its own name and must give Daily Flowers reasonable assistance at Daily Flowers' cost.

6.6 Claims by third parties. If a third party claims that the Franchisee's use of the Marks in accordance with this Agreement infringes that third party's rights, the Franchisee must notify Daily Flowers promptly and Daily Flowers will handle and bear the cost of the claim, subject to clause 33.3. Daily Flowers may modify or replace any Mark, and the Franchisee must adopt the modified or replacement mark within the time Daily Flowers reasonably specifies; Daily Flowers will bear the direct cost of replacing signage and printed materials where the change is required because of a third-party claim.

7. Permitted Use of the Daily Flowers Name

7.1 Trading style. The Franchisee must trade under the name and style specified in Schedule D (for example, "Daily Flowers — [Locality]"), and must identify itself, in the manner specified in the Brand Guidelines, as an independently owned and operated franchisee of Daily Flowers India Pvt. Ltd., on its invoices (where the Franchisee issues invoices), letterhead, website footers (if permitted), premises signage and any other place required by Daily Flowers or by Applicable Law.

7.2 Permitted uses. Subject to the Brand Guidelines, the Franchisee may use the Marks:

• (a) on the signage, fascia, interiors and vehicles used in the Franchised Business, in the approved form;
• (b) on approved packaging, cards, wrapping, ribbons and product labels supplied by or approved by Daily Flowers;
• (c) on staff uniforms and identification;
• (d) in local marketing materials that have been approved under Article 18; and
• (e) in business communications with Customers relating to Orders, in the formats Daily Flowers provides.

7.3 Corporate name. The Franchisee must not use "Daily Flowers", or any Mark or anything confusingly similar to it, as part of its corporate, firm or legal name, or register any such name with any authority.

8. Restricted and Prohibited Use

8.1 Prohibited acts. The Franchisee must not, and must ensure that its directors, partners, employees, agents and contractors do not:

• (a) use the Marks outside the Territory, or for any business other than the Franchised Business;
• (b) alter, abbreviate, combine or use the Marks with any other name, mark or logo, except as the Brand Guidelines permit;
• (c) register, apply to register, or use any trade mark, domain name, social media handle, app name, marketplace storefront, business listing or messaging account that contains or is confusingly similar to any Mark, except as Daily Flowers authorises in writing (and any such registration made in breach of this clause is held on trust for Daily Flowers and must be transferred to it on request);
• (d) sell products under the Marks through any third-party marketplace, aggregator, quick-commerce platform, social commerce channel or website, or accept orders for Daily Flowers-branded products outside the Platform, unless Schedule B expressly permits it and the order is recorded on the Platform;
• (e) use the Marks on products that do not meet Daily Flowers' specifications, or on products or services of a type Daily Flowers has not approved;
• (f) use the Marks in any manner that is misleading, defamatory, obscene, political or religious, or that brings, or is likely to bring, Daily Flowers into disrepute;
• (g) use the Marks to obtain credit, or to hold itself out as Daily Flowers, as an agent of Daily Flowers (except to the limited extent Schedule B provides for collection), or as authorised to bind Daily Flowers;
• (h) challenge, or assist any person to challenge, Daily Flowers' ownership of, or the validity of, the Marks, during the Term or after it; or
• (i) do anything that would weaken the distinctiveness of the Marks or the goodwill associated with them.

8.2 Remedies. Any unauthorised use of the Marks is a material breach of this Agreement. The Franchisee acknowledges that damages may not be an adequate remedy for such a breach and that Daily Flowers may seek injunctive relief, including interim relief under section 9 of the Arbitration and Conciliation Act, 1996, in addition to any other remedy.

9. Premises and Business Presentation Standards

9.1 Franchise Premises. The Franchisee must operate from the Franchise Premises described in Schedule A. The Franchisee is responsible, at its cost, for obtaining and maintaining lawful possession of the Franchise Premises (by ownership, lease or licence) for at least the Term, and for all rent, deposits, utilities and property taxes. The Franchisee must not relocate the Franchise Premises without Daily Flowers' prior written approval, which will not be unreasonably withheld where the new site meets Daily Flowers' site criteria.

9.2 Fit-out and layout. The Franchisee must fit out, equip, decorate and maintain the Franchise Premises in accordance with Daily Flowers' approved layout, specifications, signage, fixtures and equipment list, including cold storage or cooling appropriate to fresh flowers, clean work surfaces, adequate water supply and waste disposal, as set out in the Operations Manual. Approval of plans by Daily Flowers is for brand conformity only and is not a representation that the plans comply with Applicable Law, which remains the Franchisee's responsibility.

9.3 Presentation and upkeep. The Franchisee must keep the Franchise Premises, vehicles, equipment and staff clean, safe, hygienic, well-lit, in good repair and in a condition consistent with the Daily Flowers image. The Franchisee must carry out any refurbishment reasonably required by Daily Flowers to maintain brand standards, provided that Daily Flowers will not require a full refurbishment more often than [TO BE SPECIFIED IN COMMERCIAL SCHEDULE] except where required by Applicable Law or by damage.

9.4 Operating hours. The Franchisee must keep the Franchised Business operational during the minimum operating hours and on the days specified in the Operations Manual, and must maintain capacity to fulfil Orders for every delivery slot that Daily Flowers offers to Customers in the Territory and that the Franchisee has accepted through the Franchise Portal.

10. Operating Standards and SOP Compliance

10.1 Compliance with the Operations Manual. The Franchisee must operate the Franchised Business strictly in accordance with this Agreement, the Operations Manual and the Brand Guidelines. The Franchisee must ensure that every person working in the Franchised Business has access to, understands and follows the SOPs relevant to that person's role.

10.2 Acknowledgement of SOPs. The Franchisee must acknowledge each SOP, and each new version of an SOP, through the Franchise Portal within the time stated in the notice of issue. Daily Flowers may treat failure to acknowledge within that time as a breach of this clause.

10.3 Changes to the Operations Manual. Daily Flowers may add to, change or withdraw any part of the Operations Manual from time to time to reflect changes in the Daily Flowers System, products, technology, customer expectations, food safety or quality learnings, or Applicable Law. Daily Flowers will give reasonable notice of a change before it takes effect, except where an immediate change is needed for safety, legal compliance or protection of the brand. A change to the Operations Manual:

• (a) must be reasonable and applied consistently to comparable franchisees;
• (b) may not change the fees, royalty, revenue share, Territory or Term, which may only be changed under Article 44; and
• (c) where it requires material new capital expenditure by the Franchisee, will be subject to the limits and cost-sharing (if any) set out in Schedule B.

10.4 Ownership and custody. The Operations Manual is Confidential Information and remains the property of Daily Flowers. The Franchisee must not copy, disclose or remove it (or any part of it) from the Franchise Portal except as needed for the operation of the Franchised Business.

10.5 Records of compliance. The Franchisee must complete the checklists, logs and records required by the Operations Manual (including opening, cold-chain, hygiene, quality check and dispatch records) accurately and at the time of the activity.

11. Product and Quality Standards

11.1 Approved range. The Franchisee must offer and fulfil only the products and services that Daily Flowers has approved for the Territory, in accordance with the product specifications, recipes, arrangement designs, stem counts, grades, sizes, packaging and presentation standards set out in the Operations Manual or on the Platform for each product.

11.2 Freshness and quality. The Franchisee must ensure that every product it prepares:

• (a) uses fresh flowers and materials of at least the grade and freshness specified by Daily Flowers, handled and stored according to the cold-chain and conditioning SOPs;
• (b) matches the product as described and pictured on the Platform, allowing only the permitted substitutions specified in the Operations Manual, and only with the Customer notification or consent that the Operations Manual requires;
• (c) passes the quality check required before dispatch, with the evidence (including photographs where required) recorded on the Platform; and
• (d) is packed so as to protect it in transit and to present it in accordance with the Brand Guidelines.

11.3 Substitutions. Where an ingredient flower or component is unavailable, the Franchisee may substitute only in accordance with the substitution rules in the Operations Manual. The Franchisee must not substitute a lower-value item, change the colour or character of an arrangement, or reduce the quantity without following the Customer-contact process that Daily Flowers specifies.

11.4 New products. The Franchisee may propose new products or local variants. No new product may be offered under the Marks until Daily Flowers has approved it and published it on the Platform. Any Intellectual Property Rights in an approved product or variant, including its design and photographs, belong to Daily Flowers under clause 27.3.

11.5 Food and other regulated products. If Daily Flowers permits the Franchisee to prepare, handle, store or supply any food product (including cakes, chocolates or other edible items combined with flowers), the Franchisee must hold and maintain the registration or licence required under the Food Safety and Standards Act, 2006 for that activity, must comply with the food safety, hygiene, labelling, allergen and storage requirements of that Act and the regulations made under it, and must comply with the Daily Flowers food safety policy. Daily Flowers may suspend the Franchisee's ability to fulfil food Orders immediately, and the Platform will block food products for the Franchisee, if the Franchisee's registration or licence is missing, expired, suspended or does not cover the activity. Where the Franchisee supplies food made by a third-party food business operator, the Franchisee must obtain it only from sources approved by Daily Flowers and must not alter its packaging or labelling.

11.6 Packaged goods. Where the Franchisee supplies any pre-packaged commodity, it must ensure that the product carries the declarations required by the Legal Metrology Act, 2009 and the Legal Metrology (Packaged Commodities) Rules, 2011, where applicable.

12. Procurement Rules and Approved Suppliers

12.1 Purpose. The Parties acknowledge that consistency of flower grade, freshness, packaging and presentation is essential to the Daily Flowers brand and that Daily Flowers' procurement rules exist to protect that consistency and Customer safety.

12.2 Procurement channels. The Franchisee must procure flowers, foliage, packaging, branded consumables and other items specified in the Operations Manual either:

• (a) from Daily Flowers or a Daily Flowers hub, where Daily Flowers offers supply to franchisees in the Territory;
• (b) from Approved Suppliers; or
• (c) where the Operations Manual permits, from any supplier that meets the published specifications, provided that the Franchisee records the purchase on the Platform in the manner required.

12.3 Branded items. Items bearing the Marks (including wrapping, sleeves, boxes, cards, ribbons and labels) must be obtained only from Daily Flowers or a supplier nominated by Daily Flowers.

12.4 Approval of new suppliers. The Franchisee may ask Daily Flowers to approve a new supplier. Daily Flowers will consider the request in good faith against objective criteria of quality, reliability, food safety (where relevant), capacity, compliance and price, and may require samples or a site visit. Daily Flowers will not unreasonably withhold approval for non-branded items that meet its specifications.

12.5 Supply terms and pricing. Where the Franchisee buys from Daily Flowers or a Daily Flowers hub, the prices, ordering lead times, minimum quantities, payment terms and any procurement or handling charge are set out in Schedule B or published on the Franchise Portal. Daily Flowers may receive rebates, discounts or other benefits from Approved Suppliers; Schedule B states whether any such benefits are shared with franchisees and, if so, how.

12.6 Purchase records. The Franchisee must record purchases, receipts, quality checks and wastage on the Platform in the manner required by the Operations Manual, so that stock, cost and wastage can be tracked for each Order.

13. Platform and Technology Usage

13.1 Mandatory use of the Platform. The Franchisee must use the Platform and the Franchise Portal for all Orders, service jobs, Customer communication (to the extent Daily Flowers routes it through the Platform), procurement records, stock and wastage records, delivery tracking, Delivery Proof capture, complaints and settlement matters relating to the Franchised Business. The Franchisee must not use any parallel order-taking, billing, delivery or customer-management system for Daily Flowers business unless Daily Flowers approves it in writing.

13.2 Access and users. Daily Flowers will provide the Franchisee with access to the Franchise Portal. The Franchisee must request user accounts only for its own personnel who need them, assign each user the least-privileged role needed (for example owner, manager, operations, procurement, finance or staff), keep credentials confidential, not share accounts, promptly remove access for persons who leave or change role, and remain responsible for all activity carried out through its users' accounts.

13.3 Visibility limited to the Franchisee's scope. The Franchisee will see only the Orders, Customer information, subscriptions, service schedules, procurement, stock, staff, financial and performance information that relate to its Territory and to its relationship with Daily Flowers, and only to the extent needed for its role. The Franchisee must not attempt to access information about other franchisees, partners, sellers or Customers outside that scope, and must report any access it receives in error.

13.4 Equipment and connectivity. The Franchisee must, at its cost, obtain and maintain the smartphones, tablets, computers, printers, internet connectivity and other equipment that meet the minimum specifications in the Operations Manual, and keep them updated with supported operating systems and security patches.

13.5 Platform fee. Any technology, platform or portal fee payable by the Franchisee is set out in Schedule B.

13.6 Platform changes and availability. Daily Flowers may change, update, replace or discontinue any feature of the Platform. Daily Flowers will use reasonable efforts to keep the Platform available and to give advance notice of planned maintenance, but does not guarantee uninterrupted availability. Where the Platform is unavailable, the Franchisee must follow the continuity procedure in the Operations Manual and record any Orders handled during the outage on the Platform as soon as it is restored.

13.7 Acceptable use. The Franchisee must not, and must not allow any person to: copy, modify, reverse-engineer or create derivative works of the Platform; scrape, export or bulk-download data from the Platform except through features Daily Flowers provides for that purpose; introduce malicious code; circumvent security or access controls; or use the Platform for any unlawful purpose or for any business other than the Franchised Business.

13.8 Platform Records. The Franchisee acknowledges that Platform Records (including time-stamped order, acceptance, dispatch, delivery, Delivery Proof, payment, refund and settlement records) are maintained by Daily Flowers in the ordinary course of business and will be used by the Parties as the primary record of those events. This does not prevent the Franchisee from showing that a Platform Record is inaccurate.

14. Order Management

14.1 Order routing. Orders are placed by Customers through the Platform and routed by Daily Flowers to eligible fulfilment participants using Daily Flowers' routing rules. Those rules take into account, among other things, the delivery location, product and service capability, declared capacity, availability, service window, current workload, performance, compliance status and commercial eligibility. Schedule A records any priority the Franchisee is to receive for Orders in the Territory.

14.2 Capacity declaration. The Franchisee must keep its capability, capacity, holidays and availability up to date on the Franchise Portal. Daily Flowers may rely on those declarations in routing Orders.

14.3 Acceptance. The Franchisee must accept or decline each Order offered to it within the response time specified in Schedule F. An Order is assigned to the Franchisee only once it accepts it, or where Schedule A provides for automatic assignment within declared capacity. The Franchisee must not decline Orders within its declared capacity except for a reason permitted by the Operations Manual. Repeated declines or non-responses count against the Performance Standards, and Daily Flowers may re-route any Order not accepted in time.

14.4 Fulfilment of accepted Orders. Once an Order is assigned, the Franchisee must prepare, quality-check, pack and dispatch (or hand over for delivery) the Order so that it is delivered within the delivery date and slot selected by the Customer, following the Order's instructions (including any personal message) exactly, and must update the Order status on the Platform at each stage.

14.5 Recurring services and subscriptions. Where the Franchisee is assigned subscription occurrences or recurring service jobs (for example, recurring deliveries to offices, hotels, hospitals or other business sites), the Franchisee must perform each occurrence on the scheduled day and within the service window, including any contracted removal of a previous arrangement and placement of a new one, and must capture the required Delivery Proof for each occurrence. The Franchisee must honour Customer skips, pauses, resumptions and cancellations made before the applicable cut-off, as reflected on the Platform.

14.6 Cut-off times, cancellations and changes. Order cut-off times, and the Customer's right to cancel or change an Order, are set by Daily Flowers and shown to the Customer at checkout. Cancellation charges payable by Customers depend on the stage of preparation reached (cancellation is free before the flowers are allocated or prepared and becomes chargeable once they are prepared or dispatched). The Franchisee must update preparation stages on the Platform promptly and accurately, because those updates determine the charge applied to the Customer and the amount (if any) credited to the Franchisee under Schedule B for work already done.

14.7 Inability to fulfil. If the Franchisee becomes unable to fulfil an assigned Order, it must notify Daily Flowers through the Franchise Portal immediately, and in any case in time for the Order to be re-routed. Daily Flowers may re-route the Order to another fulfilment participant. The cost consequences are set out in Schedule B.

14.8 Payment status. The Franchisee must not prepare or dispatch any Order that the Platform shows as unpaid or pending payment. Unpaid Orders are released by Daily Flowers after the payment window it configures.

14.9 Cash on delivery. Cash-on-delivery is not enabled on the Platform at the Execution Date. If Daily Flowers enables it for the Territory, the Franchisee must follow the cash-handling, deposit and reconciliation procedure that Daily Flowers then specifies, and cash collected will be held by the Franchisee on behalf of Daily Flowers and accounted for as set out in Schedule B.

15. Customer Handling

15.1 Customer relationship. Daily Flowers owns and manages the Customer relationship on the Platform, including Customer accounts, pricing and offers shown to Customers, payment, cancellation, refund, replacement and complaint decisions, and the grievance redressal mechanism. The Franchisee must treat Customers courteously and professionally in every interaction and must follow Daily Flowers' customer-contact scripts and standards.

15.2 Contact with Customers. The Franchisee may contact a Customer or recipient only for the purpose of fulfilling or delivering an Order (for example, to confirm access or availability), using the communication channels Daily Flowers provides or approves. The Franchisee must not use Customer contact details to market to Customers, to solicit orders outside the Platform, or for any other purpose.

15.3 Complaints. The Franchisee must refer every Customer complaint, request for refund or replacement, or grievance it receives to Daily Flowers through the Franchise Portal promptly. Daily Flowers decides the resolution after review, which may include a replacement, a refund to the original payment method (or wallet credit where the Customer chooses or where configured) or a credit. The Franchisee must co-operate with any investigation, including by providing preparation and dispatch photographs and records, and must carry out any replacement Daily Flowers directs within the time specified in Schedule F.

15.4 Cost of complaints. Where a complaint is attributable to the Franchisee (for example, poor quality, wrong product, late preparation or damage in the Franchisee's custody), the cost of the replacement, refund or credit will be charged to the Franchisee as specified in Schedule B, through the Settlement Statement. Where a complaint is attributable to Daily Flowers, another network participant or the Customer, the Franchisee will not bear that cost.

15.5 Statutory obligations not affected. Nothing in this Agreement limits any right that a Customer has under the Consumer Protection Act, 2019 or any other Applicable Law, or any obligation that Applicable Law imposes on Daily Flowers as the operator of the Platform (including its obligations under the Consumer Protection (E-Commerce) Rules, 2020, such as maintaining a grievance officer and grievance redressal mechanism). The allocation of cost and responsibility between the Parties in this Agreement operates only between the Parties.

16. Delivery and Service Standards

16.1 Delivery responsibility. Schedule A states, for the Territory, whether delivery of Orders is to be carried out by the Franchisee's own staff or vehicles, by delivery partners assigned by Daily Flowers, or by a combination. Where Daily Flowers assigns a delivery partner, the Franchisee is responsible for having the Order ready, correctly labelled and packed for pickup at the time shown on the Platform, and for handing it over with the required hand-over record; responsibility for the Order in transit then follows the delivery arrangements Daily Flowers has in place.

16.2 Delivery by the Franchisee. Where the Franchisee delivers Orders itself, it must:

• (a) deliver within the date and slot selected by the Customer and shown on the Platform;
• (b) ensure delivery personnel are trained, presentable, wear the approved uniform or identification, behave courteously and carry the products in a manner that protects them from heat, crushing and water damage;
• (c) capture the Delivery Proof required for the Order — the recipient's one-time password, or, where Daily Flowers permits for business sites or specified situations, a photograph, signature or site acknowledgement — and must never record a delivery as completed without it;
• (d) follow the failed-delivery, recipient-unavailable, wrong-address and re-attempt procedures in the Operations Manual, and never leave an Order unattended except as those procedures permit;
• (e) comply with road-safety and motor-vehicle law and ensure that every vehicle and driver used holds valid registration, insurance, permits and licences; and
• (f) protect the privacy of recipients, including by not photographing people without need and not retaining recipient details after delivery.

16.3 Service jobs at business sites. For recurring floral service at business sites, the Franchisee's personnel must follow the site's reasonable access, safety and conduct rules, perform the contracted service actions, and capture the site acknowledgement or other Delivery Proof the Operations Manual specifies.

17. Pricing and Commercial Controls

17.1 Customer prices. Prices, delivery charges, discounts and promotions shown to Customers on the Platform are set by Daily Flowers in accordance with the Commercial Model chosen in Schedule B. The Franchisee must not charge a Customer any amount other than the amount shown on the Platform for the Order, and must not accept tips, additional charges or payments from Customers except as the Operations Manual permits.

17.2 Promotions. Daily Flowers may run platform promotions, including cross-category promotions. Each promotion identifies whether it is funded by Daily Flowers, by participating partners or franchisees, or shared. The Franchisee will not bear the cost of any promotion unless it has agreed to participate in that promotion (through the Franchise Portal or in writing) or Schedule B provides otherwise.

17.3 Local pricing proposals. The Franchisee may propose local prices, products or offers for the Territory. Daily Flowers will consider those proposals in good faith, taking into account local costs, but retains final approval of what is shown on the Platform.

17.4 Direct sales. If Schedule B permits the Franchisee to make direct sales at the Franchise Premises (for example, walk-in sales), those sales must be recorded on the Platform at the time of sale, and Schedule B states the price freedom (if any) the Franchisee has for those sales.

18. Marketing and Brand Guidelines

18.1 National and platform marketing. Daily Flowers is responsible for the Platform, national and city-level brand marketing, search and digital marketing for the Platform, and the Daily Flowers website, apps and official social media accounts. Daily Flowers decides the content, media and timing of that marketing.

18.2 Marketing contribution. Any marketing or brand-fund contribution payable by the Franchisee is set out in Schedule B. Where a brand fund is established, Daily Flowers will use contributions for marketing, advertising, promotion, brand development and related administration, will account for the fund separately, and will provide the Franchisee with an annual summary of how contributions were used on request.

18.3 Local marketing. The Franchisee may carry out local marketing in the Territory only using materials supplied or approved in advance and in writing by Daily Flowers, and only directing Customers to order through the Platform. The Franchisee must meet any minimum local marketing activity set out in Schedule B.

18.4 Digital presence. The Franchisee must not create or operate any website, app, social media account, messaging-business account, online business listing or marketplace storefront using the Marks except as Daily Flowers authorises in writing and under Daily Flowers' administrative control. Any such authorised account belongs to Daily Flowers.

18.5 Advertising law. All marketing must be truthful and not misleading, and must comply with Applicable Law, including the Consumer Protection Act, 2019 and guidelines on misleading advertisements, and with Data Protection Law and telecom commercial communication rules in relation to any messages sent to individuals.

18.6 Reviews. The Franchisee must not post, procure or incentivise fake, paid or self-generated reviews or ratings of Daily Flowers or of any competitor, and must not ask Customers to remove genuine reviews.

19. Training

19.1 Initial training. Before the Activation Date, Daily Flowers will provide initial training on the Daily Flowers System, product preparation, quality, cold-chain handling, Platform use, Customer handling, delivery, data protection and brand standards, at the place and for the duration stated in the Operations Manual. The Franchisee's principal operator, its designated operations manager and the number of other staff specified in Schedule B must complete initial training and pass any assessment before the Activation Date.

19.2 Ongoing training. The Franchisee must ensure that new personnel complete the relevant training modules on the Franchise Portal before performing their roles, and that personnel complete any refresher or new-product training Daily Flowers reasonably requires.

19.3 Costs. Any training fee, and responsibility for travel, accommodation and wages of trainees, is as set out in Schedule B.

19.4 Certification. Daily Flowers may require any person performing specified tasks (for example, arrangement design, quality check or food handling) to hold a current Daily Flowers certification, and may withdraw a certification where a person repeatedly fails to meet standards.

20. Staffing and Operational Responsibility

20.1 Independent operator. The Franchisee is solely responsible for the day-to-day operation and management of the Franchised Business, including hiring, training (beyond the training Daily Flowers provides), supervision, scheduling, remuneration, discipline and termination of its personnel.

20.2 Employer obligations. All persons engaged by the Franchisee are its employees or contractors and not those of Daily Flowers. The Franchisee must comply with all labour and employment laws applicable to its personnel, including the Code on Wages, 2019, the Code on Social Security, 2020, the Industrial Relations Code, 2020 and the Occupational Safety, Health and Working Conditions Code, 2020 (and the rules made under them, as in force), the applicable State shops and establishments law, and any applicable State rules, including on minimum wages, working hours, social security contributions, leave and appointment letters.

20.3 Designated manager. The Franchisee must appoint a designated operations manager who has completed training and who is responsible for day-to-day compliance with this Agreement, and must notify Daily Flowers before replacing that person.

20.4 Background checks. The Franchisee must carry out the identity and background checks specified in the Operations Manual, to the extent permitted by Applicable Law, on personnel who will enter Customer premises or handle Customer information.

20.5 Staffing levels. The Franchisee must maintain staffing sufficient to fulfil the Orders within its declared capacity and to meet the Performance Standards, including on peak occasions identified by Daily Flowers in advance.

20.6 Conduct. The Franchisee is responsible for the acts and omissions of its personnel as if they were its own. The Franchisee must ensure that its personnel do not harass, abuse or discriminate against any Customer, recipient, other network participant or Daily Flowers employee, and must maintain a workplace compliant with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 where applicable.

21. Reporting

21.1 Operational reporting. Most operational information is captured on the Platform as the Franchisee works. In addition, the Franchisee must submit through the Franchise Portal, in the form and at the frequency specified in the Operations Manual:

• (a) stock, receipt, quality-check and wastage records;
• (b) incident reports, including any accident, injury, food safety incident, theft, data security incident, or significant Customer dispute, which must be reported within the time specified in the Operations Manual;
• (c) staff and user lists for Portal access control; and
• (d) any other operational report reasonably required.

21.2 Financial reporting. The Franchisee must provide to Daily Flowers:

• (a) where the Franchisee makes any sales or earns any revenue in the Franchised Business that is not recorded on the Platform (if permitted), a monthly statement of that revenue within the time specified in Schedule B;
• (b) its annual financial statements for each financial year, within [TO BE SPECIFIED IN COMMERCIAL SCHEDULE] after the end of that financial year; and
• (c) copies of its GST returns relating to the Franchised Business, where relevant to fees calculated on revenue not recorded on the Platform.

21.3 Notification of changes. The Franchisee must notify Daily Flowers in writing within [TO BE SPECIFIED IN COMMERCIAL SCHEDULE] of any change in its name, constitution, ownership, directors or partners, address, GSTIN, bank details, licences, insurance or any other information provided in Schedule E, and of any legal proceedings, regulatory notice, insolvency event or inspection affecting the Franchised Business.

22. Commercial Model, Fees, Royalty and Revenue Share

22.1 Commercial terms are configurable. All fees, charges, royalty, revenue share, deposits, margins and other commercial values under this Agreement are set out only in Schedule B. Nothing in the clauses of this Agreement fixes any amount or percentage.

22.2 Commercial Model. Schedule B records which of the following Commercial Models applies to Orders fulfilled by the Franchisee (and may apply different models to different categories):

• (a) Model A — Daily Flowers as supplier to the Customer. Daily Flowers sells the products and services to the Customer, issues the Customer invoice and receives the Customer payment as its own consideration. The Franchisee provides fulfilment and related services to Daily Flowers in respect of each Order and is paid a fulfilment fee or revenue share as set out in Schedule B, from which the royalty, platform fee and other charges are deducted or separately invoiced.
• (b) Model B — Franchisee as supplier to the Customer through the Platform. The Franchisee is the supplier of the products and services to the Customer under the Daily Flowers brand, and Daily Flowers operates the Platform and collects the Customer payment on the Franchisee's behalf through its licensed payment aggregator. Daily Flowers retains the royalty, platform commission and other charges set out in Schedule B, applies taxes and statutory deductions and collections where applicable, applies refunds and adjustments, and settles the net amount to the Franchisee.

22.3 Fees. The Franchisee must pay Daily Flowers the fees set out in Schedule B, which may include an initial franchise fee, a security deposit, a royalty, a revenue share or fulfilment margin, a platform or technology fee, a marketing contribution, training fees, procurement charges, renewal and transfer fees, and charges for complaints attributable to the Franchisee. Unless Schedule B states otherwise, fees are exclusive of GST and other applicable taxes, which are payable in addition.

22.4 Security deposit. Any security deposit is held by Daily Flowers as security for the Franchisee's obligations, does not carry interest unless Schedule B states otherwise, may be applied by Daily Flowers against any amount due and unpaid by the Franchisee (with notice to the Franchisee), must be topped up by the Franchisee within the time specified in Schedule B after any such application, and will be refunded (after deduction of amounts due) within the time specified in Schedule B after expiry or termination and completion of the de-branding obligations in Article 39.

22.5 Invoices and payment. Where fees are not deducted through the Settlement Statement, Daily Flowers will issue a tax invoice and the Franchisee must pay within the time specified in Schedule B. Late payments bear interest at the rate specified in Schedule B from the due date until payment.

22.6 Set-off. Daily Flowers may set off any undisputed amount due from the Franchisee against any amount payable to the Franchisee under this Agreement, with the details shown in the Settlement Statement.

23. Collection, Settlement Statements and Payment

23.1 Collection through the Platform. All Customer payments for Orders are made through the Platform using Daily Flowers' licensed payment aggregator. The Franchisee must not collect payment from Customers for Orders by any other means except where cash-on-delivery or direct sales are enabled under clause 14.9 or 17.4.

23.2 Money flow. For each Settlement Cycle, the amount payable to the Franchisee is calculated from the Platform Records as follows, to the extent applicable under the Commercial Model: gross Customer order value (or the fulfilment fee, in Model A) for Orders completed with valid Delivery Proof → less applicable discounts and promotion funding borne by the Franchisee → less royalty, revenue share, platform commission and other fees under Schedule B → less taxes and statutory deductions or collections required by Applicable Law → less or plus refunds, replacement costs, credits and other adjustments → the net amount payable to the Franchisee. Where the net amount is negative, the Franchisee owes that amount to Daily Flowers.

23.3 Settlement Statements. Daily Flowers will generate a Settlement Statement for each Settlement Cycle, showing each Order or service occurrence included, the amounts and deductions applied, adjustments, and the net amount payable. Settlement Statements are made available on the Franchise Portal.

23.4 Review and disputes. The Franchisee may raise a dispute about any line of a Settlement Statement through the Franchise Portal within the dispute window specified in Schedule B, giving reasons and supporting evidence. Daily Flowers will review the dispute in good faith and respond within the time specified in Schedule B. Undisputed amounts are paid in the ordinary course.

23.5 Closed statements are not edited. Once a Settlement Statement is approved and closed, it is not altered. Any correction, refund, reversal or other adjustment that arises afterwards (including a refund to a Customer for an Order already settled) is recorded as a separate adjustment entry and carried into the next Settlement Statement.

23.6 Payment. Daily Flowers will pay the net amount shown in an approved Settlement Statement to the Franchisee's verified bank account within the time specified in Schedule B. A change of bank account takes effect only after Daily Flowers' verification process has been completed.

23.7 Withholding. Daily Flowers may withhold payment of any amount that is subject to a genuine and documented Customer dispute, chargeback, suspected fraud or regulatory hold, for no longer than is reasonably necessary to resolve it, and will release the balance (or apply it as an adjustment) once resolved.

24. Taxes

24.1 Each Party's taxes. Each Party is responsible for its own taxes, including income tax, GST on its own supplies, professional tax and any other levies, and for its own registrations, returns and compliance.

24.2 GST. The Franchisee must hold and maintain valid GST registration for the State in which the Franchise Premises are located (unless it is exempt from registration and Daily Flowers agrees in writing that it may operate without registration under the chosen Commercial Model). The Franchisee must issue valid tax invoices for its supplies, report them correctly in its returns, and co-operate with Daily Flowers in reconciling any tax collected at source or input tax credit, so that credit flows correctly to the relevant Party.

24.3 Deductions and collections at source. Where Applicable Law requires Daily Flowers to deduct or collect tax at source on any amount payable to or collected on behalf of the Franchisee, Daily Flowers will deduct or collect it, deposit it with the government within the time required, reflect it in the Settlement Statement and provide the Franchisee with the certificate or statement required by law.

24.4 Tax treatment to be confirmed. The exact GST, tax collection at source and tax deduction at source treatment of each flow of money under this Agreement will be as specified in Schedule B following review by Daily Flowers' tax advisers, and may be updated by Daily Flowers by notice to reflect changes in Applicable Law.

24.5 Tax indemnity. Each Party is responsible for any tax, interest or penalty arising from its own failure to comply with tax law, including any loss of input tax credit suffered by the other Party because of that failure.

25. Accounts, Records and Audit Rights

25.1 Books and records. The Franchisee must keep complete, accurate and up-to-date books of account and records of the Franchised Business, in accordance with Applicable Law and generally accepted accounting principles in India, including purchase and sales records, stock and wastage records, payroll, tax filings, licences, insurance and the records required by the Operations Manual. These must be kept for at least the period required by Applicable Law and, in any case, for [TO BE SPECIFIED IN COMMERCIAL SCHEDULE] after the end of the financial year to which they relate.

25.2 Audit and inspection. Daily Flowers and its authorised representatives (including external auditors) may, on reasonable notice during normal business hours (and without notice where Daily Flowers reasonably suspects fraud, a safety risk or a serious breach), inspect the Franchise Premises, observe operations, test products, interview managers, and inspect and copy the books and records relating to the Franchised Business, to verify compliance with this Agreement and the correctness of amounts payable. The Franchisee must co-operate fully.

25.3 Result of audit. If an audit shows that the Franchisee has under-reported any amount on which fees are payable, or under-paid any amount, the Franchisee must pay the shortfall with interest at the rate in Schedule B. If the under-reporting or under-payment exceeds the threshold specified in Schedule B, the Franchisee must also reimburse the reasonable cost of the audit. Deliberate under-reporting is a material breach.

25.4 Mystery shopping and quality audits. Daily Flowers may carry out mystery shopping, test orders and quality audits of Orders fulfilled by the Franchisee, and the results may be used in measuring the Performance Standards.

26. Customer Data and Data Protection

26.1 Daily Flowers as Data Fiduciary. Daily Flowers determines the purposes and means of processing of Customer Data collected through the Platform and is the data fiduciary for that data under Data Protection Law. Customer Data is Daily Flowers' Confidential Information. Customer Data is processed in India on Daily Flowers' systems. The Franchisee does not acquire any right, title or interest in Customer Data.

26.2 Franchisee's limited processing. The Franchisee may access and process Customer Data only on Daily Flowers' behalf, only to the extent made available to it through the Franchise Portal, only for the purpose of fulfilling and delivering Orders assigned to it and handling related service matters, and only in accordance with this Article 26 and Daily Flowers' documented instructions. To that extent, the Franchisee acts as a data processor engaged by Daily Flowers under a valid contract, and this Article 26 is that contract.

26.3 Franchisee obligations. The Franchisee must:

• (a) not process Customer Data for its own purposes or for any purpose other than that described in clause 26.2, including not using it for marketing, profiling, resale or building any customer list;
• (b) not copy, download, export, photograph, print or transfer Customer Data outside the Platform except as strictly necessary to deliver an Order (for example, a printed delivery label), and destroy any such copy once the Order is delivered;
• (c) not disclose Customer Data to any person other than its personnel who need it for an assigned Order and who are bound by confidentiality obligations, and not engage any sub-processor without Daily Flowers' prior written consent;
• (d) implement reasonable security safeguards appropriate to the Customer Data it handles, including device security, access control, screen locks, prompt removal of users who leave, and the specific measures in the Operations Manual, so that Daily Flowers can meet its own obligation to protect personal data processed on its behalf;
• (e) notify Daily Flowers without delay, and in any event within the time specified in the Operations Manual, on becoming aware of any actual or suspected unauthorised access to, loss of, or disclosure of Customer Data, give all information and assistance Daily Flowers needs to investigate the breach and to notify the Data Protection Board of India and affected persons as required by law, and not notify any regulator or Customer itself unless required by law or directed by Daily Flowers;
• (f) promptly refer to Daily Flowers any request from a Customer to access, correct, update or erase personal data, withdraw consent or raise a grievance, and assist Daily Flowers to respond;
• (g) erase all Customer Data in its possession or control when it is no longer needed for the Order, on Daily Flowers' instruction, and in any event on expiry or termination of this Agreement, and confirm erasure in writing when requested, except to the extent retention is required by Applicable Law; and
• (h) allow Daily Flowers to audit its compliance with this Article 26 under clause 25.2.

26.4 Franchisee's own personnel data. Each Party is responsible under Data Protection Law for the personal data of its own personnel. Daily Flowers will process personal data of the Franchisee's principals and users (for example, KYC details and Portal login records) for the purposes of this Agreement, verification, security, audit and legal compliance, in accordance with its privacy notice.

26.5 Daily Flowers' obligations not reduced. Nothing in this Article 26 reduces Daily Flowers' own responsibility under Data Protection Law for processing undertaken on its behalf; the purpose of this Article is to ensure that the Franchisee's processing allows Daily Flowers to meet that responsibility.

26.6 Aggregated data. Daily Flowers may use aggregated and de-identified data derived from the operation of the Franchised Business (including sales, performance and quality data) for any lawful purpose, including network planning, benchmarking and improving the Daily Flowers System.

27. Intellectual Property

27.1 Ownership. All Intellectual Property Rights in the Marks, the Daily Flowers System, the Operations Manual, the Brand Guidelines, training materials, product designs, arrangement recipes, photographs, content, the Platform and the Franchise Portal (including all software, data structures, algorithms and routing rules), and in all Platform Records and Customer Data, belong to Daily Flowers or its licensors.

27.2 Platform licence. Daily Flowers grants the Franchisee a non-exclusive, non-transferable, revocable licence for the Term to access and use the Franchise Portal and related Platform tools solely for the operation of the Franchised Business in accordance with this Agreement.

27.3 Improvements and contributions. Any improvement, new product, arrangement design, process, method, content, photograph or suggestion relating to the Daily Flowers System, products or brand that is developed or created by the Franchisee or its personnel in connection with the Franchised Business (an "Improvement") must be disclosed to Daily Flowers. The Franchisee assigns (and must procure that its personnel assign) to Daily Flowers, with effect from creation, all Intellectual Property Rights in each Improvement, for the full term of those rights and throughout the world, without further payment unless Schedule B provides otherwise. To the extent any right cannot be assigned, the Franchisee grants Daily Flowers an exclusive, perpetual, irrevocable, royalty-free licence of it. The Franchisee must sign any document reasonably required to give effect to this clause.

27.4 Photographs of products. Photographs taken by the Franchisee of products for quality-check or Delivery Proof purposes may be used by Daily Flowers for those purposes, for complaint resolution and, where they do not identify any individual, for marketing.

27.5 No challenge. The Franchisee must not, during or after the Term, contest the validity or ownership of any of Daily Flowers' Intellectual Property Rights, except as permitted by Applicable Law.

28. Confidentiality

28.1 Confidential Information. "Confidential Information" means all information disclosed by or on behalf of a Party (the "Discloser") to the other Party (the "Recipient") or obtained by the Recipient in connection with this Agreement, in any form, that is marked or identified as confidential or that a reasonable person would understand to be confidential, including: the Operations Manual, SOPs, recipes and product specifications; supplier identities, prices and terms; pricing strategy, margins and commercial terms; Platform functionality, security and routing logic; Customer Data; Platform Records; business plans; and the terms of this Agreement.

28.2 Exclusions. Confidential Information does not include information that the Recipient can show (a) is or becomes public other than through a breach of this Agreement; (b) was lawfully known to it before disclosure without restriction; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the Discloser's Confidential Information. The exclusions in (b) to (d) do not apply to Customer Data.

28.3 Obligations. The Recipient must: use the Discloser's Confidential Information only for the purpose of this Agreement; not disclose it except to its directors, partners, employees, professional advisers, auditors, insurers and (in the case of Daily Flowers) affiliates, licensors and service providers, who need to know it and who are bound by obligations of confidentiality no less protective than this Article; and protect it with at least the degree of care it uses for its own confidential information, and no less than reasonable care.

28.4 Required disclosure. The Recipient may disclose Confidential Information to the extent required by Applicable Law, a court, a regulator or a stock exchange, provided that (where lawful) it gives the Discloser prompt notice and co-operates with any effort to limit the disclosure.

28.5 Return and destruction. On expiry or termination, or on request, the Recipient must return or destroy the Discloser's Confidential Information (including the Operations Manual) and confirm this in writing, except for copies it must retain by law, which remain subject to this Article.

28.6 Duration. This Article continues during the Term and for [TO BE SPECIFIED IN COMMERCIAL SCHEDULE] after expiry or termination, and indefinitely for trade secrets and Customer Data for so long as they remain confidential.

29. Non-Solicitation, Non-Circumvention and Competing Business

29.1 Purpose. The Parties acknowledge that the Franchisee will receive Daily Flowers' Confidential Information, know-how, Customer Data and the benefit of the Daily Flowers brand and Platform, and that the restrictions in this Article are intended to protect those interests and the goodwill of the Daily Flowers network, not to restrain the Franchisee from carrying on a lawful business as such.

29.2 Non-circumvention (during the Term and afterwards). The Franchisee must not, directly or indirectly, during the Term or at any time after it:

• (a) use Customer Data, Platform Records or other Confidential Information of Daily Flowers to solicit, divert or accept business from any Customer; or
• (b) induce any Customer to place orders for Daily Flowers products or services other than through the Platform, or to cancel or reduce its orders or subscriptions with Daily Flowers.

29.3 Non-solicitation of personnel and partners (during the Term). During the Term and for [TO BE SPECIFIED IN COMMERCIAL SCHEDULE] after it, the Franchisee must not knowingly solicit for employment or engagement any employee of Daily Flowers with whom it had dealings under this Agreement, and must not induce any Approved Supplier, franchisee, registered partner or delivery partner of Daily Flowers to end or reduce its relationship with Daily Flowers. General advertisements not targeted at such persons are not a breach.

29.4 Competing Business (during the Term only). During the Term, the Franchisee, its principals and their controlled entities must not, without Daily Flowers' prior written consent, own, operate, manage, franchise or be materially engaged in any business within the Territory that sells fresh flowers, floral arrangements or recurring floral services to consumers or businesses under a brand other than Daily Flowers, or that operates as a fulfilment partner of any competing flower platform (a "Competing Business"). Holding up to [TO BE SPECIFIED IN COMMERCIAL SCHEDULE] of the listed securities of a company is not a breach. Any business disclosed by the Franchisee in Schedule E and consented to by Daily Flowers is excluded.

29.5 No post-term non-compete. For clarity, after the Term ends the Franchisee is not restricted from carrying on a lawful business of any kind, including a flower business, provided that it complies with Articles 26, 27, 28 and 39 and with clause 29.2, and does not use the Marks, trade dress, Operations Manual, Customer Data or other Confidential Information of Daily Flowers, or hold itself out as associated with Daily Flowers.

30. Insurance

30.1 Required policies. The Franchisee must, from before the Activation Date and throughout the Term, maintain with reputable insurers licensed in India, at its cost, the following insurance, with at least the limits specified in Schedule B:

• (a) public and product liability insurance covering the Franchised Business, including injury or damage caused by products supplied or services performed;
• (b) property insurance for the Franchise Premises, fixtures, equipment and stock against fire, theft, flood and other usual risks;
• (c) employee compensation or equivalent cover for its personnel as required by Applicable Law;
• (d) motor insurance for all vehicles used in the Franchised Business, as required by the Motor Vehicles Act, 1988, and appropriate cover for goods in transit; and
• (e) any other insurance specified in Schedule B or reasonably required by Daily Flowers in light of the Franchised Business (for example, cyber insurance).

30.2 Terms of policies. Where Schedule B requires, the liability policies must name Daily Flowers as an additional insured or contain a principal's indemnity clause. The Franchisee must provide certificates of insurance before the Activation Date and on each renewal, and must notify Daily Flowers promptly of any cancellation, material change or significant claim.

30.3 Failure to insure. If the Franchisee fails to maintain the required insurance, Daily Flowers may (but need not) obtain it on the Franchisee's behalf and recover the cost, or suspend the Franchisee under Article 37 until the insurance is in place. Insurance does not limit the Franchisee's liability under this Agreement.

31. Representations and Warranties

31.1 Mutual. Each Party represents and warrants to the other, on the Execution Date and on the Activation Date, that: (a) it is duly incorporated or constituted and validly existing under the laws of India; (b) it has full power and authority to enter into and perform this Agreement, and the person accepting or signing it on its behalf is duly authorised; (c) this Agreement constitutes its legal, valid and binding obligations; and (d) entering into and performing this Agreement does not breach its constitutional documents, any Applicable Law or any agreement binding on it.

31.2 By the Franchisee. The Franchisee further represents and warrants that:

• (a) all information and documents it has provided to Daily Flowers in its application, KYC and onboarding (including those listed in Schedule E) are true, complete, current and not misleading, and it will promptly update them if they change;
• (b) it and its principals are not subject to any insolvency proceeding, and none of them has been convicted of any offence involving fraud, dishonesty or moral turpitude, or been declared a wilful defaulter;
• (c) it has sufficient financial resources to establish and operate the Franchised Business in accordance with this Agreement;
• (d) it is not bound by any non-compete, exclusivity or other agreement that would prevent it from performing this Agreement;
• (e) it holds, or will obtain before the Activation Date, all registrations, licences, permits and consents required by Applicable Law to operate the Franchised Business from the Franchise Premises;
• (f) it has made its own independent investigation of the business, has not relied on any representation, projection or statement as to revenue, profit or Order volume except as expressly set out in this Agreement, and has had the opportunity to take independent professional advice; and
• (g) its ownership and control are as disclosed in Schedule E.

31.3 By Daily Flowers. Daily Flowers further represents and warrants that, to its knowledge at the Execution Date, it has the right to grant the licences in Articles 6 and 27, and it is not aware of any claim that the use of the Marks in the Territory in accordance with this Agreement infringes any third party's rights, except as disclosed in writing to the Franchisee.

31.4 No other warranties. Except as expressly set out in this Agreement and to the extent permitted by Applicable Law, neither Party gives any other warranty, and the Platform is provided on the basis described in clause 13.6. Nothing in this clause excludes liability for fraud or fraudulent misrepresentation.

32. Compliance with Law

32.1 General. Each Party must comply with all Applicable Law in performing this Agreement. The Franchisee must, at its cost, obtain and keep in force all registrations, licences, permits and consents required for the Franchised Business, including as applicable:

• (a) registration under the applicable State shops and establishments law (in Karnataka, the Karnataka Shops and Commercial Establishments Act, 1961) and any trade licence required by the local municipal authority;
• (b) GST registration under the Central Goods and Services Tax Act, 2017 and the applicable State GST law;
• (c) registration or licence under the Food Safety and Standards Act, 2006 where the Franchisee handles any food product;
• (d) registrations under labour and social security law as an employer;
• (e) fire safety, signage or advertising permissions and any other local permissions required for the Franchise Premises; and
• (f) compliance with the Legal Metrology Act, 2009 for any weighing or measuring instruments used in trade and for packaged commodities.

32.2 Anti-bribery and integrity. The Franchisee must not offer, give, request or accept any bribe, kickback or improper payment in connection with the Franchised Business, including to any public official or to any Daily Flowers employee, and must comply with the Prevention of Corruption Act, 1988 and the Bharatiya Nyaya Sanhita, 2023, as applicable.

32.3 Environmental and waste. The Franchisee must dispose of floral, plastic and other waste in accordance with Applicable Law, including applicable solid waste and plastic waste management rules, and must use only packaging that complies with any applicable restriction on single-use plastics.

32.4 Regulatory co-operation. Each Party must promptly notify the other of any inspection, notice, demand or proceeding by any authority that relates to the Franchised Business or the other Party, and co-operate reasonably in responding to it. The Franchisee must allow access to authorities in accordance with law and must not make any statement on behalf of Daily Flowers to any authority or the media without Daily Flowers' consent, except as required by law.

32.5 Changes in law. If a change in Applicable Law makes performance of any part of this Agreement unlawful, or materially changes its economic basis, the Parties will negotiate in good faith such amendments as are necessary to comply with the law while preserving, as far as possible, the original commercial balance, and Article 44 applies.

33. Indemnity

33.1 By the Franchisee. The Franchisee must indemnify and keep indemnified Daily Flowers, its directors, officers and employees against all losses, liabilities, damages, costs (including reasonable legal costs), fines and penalties suffered or incurred by any of them arising out of or in connection with:

• (a) any breach by the Franchisee of this Agreement;
• (b) any negligent, wilful, fraudulent or unlawful act or omission of the Franchisee or its personnel, contractors or agents;
• (c) any claim by a Customer, recipient or other third party for death, personal injury or damage to property caused by products prepared or services performed by the Franchisee, to the extent caused by the Franchisee;
• (d) any claim by any of the Franchisee's personnel or contractors, including claims relating to wages, benefits, social security or employment status;
• (e) any breach by the Franchisee of Article 26 (Customer Data and Data Protection) or Article 28 (Confidentiality), including any penalty imposed on Daily Flowers to the extent attributable to the Franchisee's breach; and
• (f) any tax, interest or penalty for which the Franchisee is responsible under Article 24.

33.2 By Daily Flowers. Daily Flowers must indemnify and keep indemnified the Franchisee against all losses, liabilities, damages and costs (including reasonable legal costs) arising out of any third-party claim that the Franchisee's use of the Marks or the Platform, in accordance with this Agreement, infringes that third party's Intellectual Property Rights in India.

33.3 Conduct of claims. The indemnified Party must: notify the indemnifying Party promptly of any claim (a delay reduces the indemnity only to the extent the indemnifying Party is prejudiced); not admit or settle the claim without the indemnifying Party's consent (not to be unreasonably withheld); allow the indemnifying Party to conduct the defence at its cost, where it chooses to do so; and give reasonable co-operation. Each Party must take reasonable steps to mitigate its losses.

33.4 Proportionate responsibility. Where a loss is caused partly by the indemnified Party, the indemnity is reduced in proportion to the indemnified Party's contribution to the loss.

34. Limitation of Liability

34.1 Subject to Applicable Law. This Article applies only to the extent permitted by Applicable Law.

34.2 Exclusions. Neither Party is liable to the other under or in connection with this Agreement for any loss of profit, loss of revenue, loss of goodwill or any indirect or consequential loss, whether in contract, tort (including negligence) or otherwise, even if foreseeable.

34.3 Cap. Subject to clause 34.4, each Party's total aggregate liability to the other under or in connection with this Agreement in any contract year is limited to [TO BE SPECIFIED IN COMMERCIAL SCHEDULE].

34.4 Unlimited liability. Nothing in this Agreement limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) wilful misconduct; (d) the Franchisee's liability for unauthorised use of the Marks or Intellectual Property Rights of Daily Flowers, or for breach of Article 26 or Article 28; (e) the Franchisee's obligation to pay fees and other amounts due under this Agreement; (f) the indemnities in clauses 33.1(c), 33.1(d), 33.1(e) and 33.2; or (g) any liability that cannot be limited or excluded under Applicable Law.

34.5 Liability to Customers and authorities. This Article governs liability between the Parties only. It does not limit either Party's liability to Customers or to any authority under Applicable Law, including under the Consumer Protection Act, 2019 or Data Protection Law.

34.6 No limitation on time to sue. Nothing in this Agreement limits the time within which a Party may enforce its rights beyond the periods under the Limitation Act, 1963.

35. Performance Standards

35.1 Standards. The Franchisee must meet the Performance Standards set out in Schedule F, which may cover (among other things) order acceptance rate, response time, on-time dispatch and delivery, Delivery Proof compliance, quality-check pass rate, complaint rate, replacement turnaround, Customer ratings, SOP audit scores, training completion and data-security compliance.

35.2 Measurement. Performance is measured from the Platform Records and Daily Flowers' audits over the measurement periods specified in Schedule F, excluding failures caused by Daily Flowers, other network participants, Customers, Platform unavailability or a Force Majeure Event. The Franchisee can view its performance scorecard on the Franchise Portal.

35.3 Performance review. Daily Flowers will review performance with the Franchisee at the intervals specified in Schedule F. Where the Franchisee falls below a Performance Standard, the Parties will agree a written performance improvement plan with actions and timelines. Continued failure after the improvement period is a default under clause 36.1(d).

35.4 Performance consequences. Schedule F may specify graduated consequences for failure to meet Performance Standards, such as reduced routing priority, loss of exclusivity, service credits or adjustments, additional training, or suspension of particular categories. Any service credit or adjustment must be a genuine pre-estimate of loss or a reasonable price adjustment for reduced service, and is recoverable only as reasonable compensation under Applicable Law.

36. Default and Cure

36.1 Events of default. Each of the following is a default by the Franchisee:

• (a) failure to pay any amount due under this Agreement by its due date;
• (b) breach of any provision of the Operations Manual, Brand Guidelines or this Agreement;
• (c) failure to maintain any licence, registration, insurance or other Activation Condition;
• (d) failure to meet the Performance Standards after a performance improvement plan under clause 35.3;
• (e) under-reporting of revenue or falsification of any record, report, Delivery Proof or quality evidence;
• (f) any act or omission that endangers the health or safety of any person, or seriously damages the reputation of the Marks; or
• (g) any other event described as a default in this Agreement.

36.2 Default notice. Where a default is capable of remedy, Daily Flowers will give the Franchisee a written notice describing the default and requiring it to be remedied within the cure period. The cure period is:

• (a) for payment defaults, [TO BE SPECIFIED IN COMMERCIAL SCHEDULE] from the notice;
• (b) for food safety, health and safety, and data security defaults, the period (if any) that Daily Flowers reasonably specifies having regard to the risk, which may be immediate; and
• (c) for all other defaults, [TO BE SPECIFIED IN COMMERCIAL SCHEDULE] from the notice, or such longer period as Daily Flowers specifies in the notice.

36.3 Defaults not capable of remedy. The following are not capable of remedy: a default under clause 36.1(e); a repeated default of the same kind after the number of default notices specified in Schedule B within any rolling twelve-month period; and any default under clause 38.2.

36.4 Interim remedies. During the cure period, and without prejudice to its other rights, Daily Flowers may take any one or more of the following steps, proportionate to the default: suspend routing of some or all Orders under Article 37; reduce the Territory or remove exclusivity in accordance with clauses 4.4(c) and 4.5; require additional training; conduct additional audits at the Franchisee's cost where the default is confirmed; or, where the default affects Customers, fulfil affected Orders through other network participants.

36.5 Default by Daily Flowers. If Daily Flowers materially breaches this Agreement (including by failing to pay an undisputed amount shown in an approved Settlement Statement), the Franchisee may give written notice requiring the breach to be remedied within [TO BE SPECIFIED IN COMMERCIAL SCHEDULE], failing which clause 38.3 applies.

37. Suspension

37.1 Grounds. Daily Flowers may suspend the Franchisee's right to receive Orders (in whole or for particular categories, services or parts of the Territory), and may restrict its Franchise Portal access to the extent needed, with immediate effect by notice, where:

• (a) there is a food safety, product safety or health and safety risk, or a credible allegation of such a risk;
• (b) a required licence, registration or insurance has lapsed, been suspended or been revoked;
• (c) there is a suspected or actual data security incident affecting Customer Data in the Franchisee's control;
• (d) Daily Flowers reasonably suspects fraud, falsification of records or Delivery Proof, or misuse of Customer payments;
• (e) the Franchisee has failed to remedy a default within the cure period and Daily Flowers has not yet terminated; or
• (f) an authority directs or Applicable Law requires suspension.

37.2 Conduct of suspension. Daily Flowers will give reasons for the suspension, keep it under review, and lift it promptly once the ground for it has been resolved to its reasonable satisfaction. During suspension, the Franchisee must complete any Orders already assigned unless Daily Flowers directs otherwise, and settlement of amounts due for completed Orders continues (subject to clause 23.7). Suspension does not extend the Term.

37.3 Proportionality. Daily Flowers will apply suspension proportionately to the ground for it and, where reasonably practicable, limit it to the categories or areas affected.

38. Termination

38.1 Termination for default. Daily Flowers may terminate this Agreement by written notice with immediate effect if the Franchisee fails to remedy a default within the applicable cure period, or commits a default that is not capable of remedy.

38.2 Immediate termination by Daily Flowers. Daily Flowers may also terminate this Agreement by written notice with immediate effect if:

• (a) the Franchisee becomes subject to any insolvency, winding-up or bankruptcy proceeding (to the extent termination on that ground is permitted by the Insolvency and Bankruptcy Code, 2016), makes an arrangement with its creditors, or ceases or threatens to cease business;
• (b) the Franchisee or any principal is convicted of an offence involving fraud, dishonesty, violence or moral turpitude, or any offence relating to the Franchised Business;
• (c) the Franchisee abandons the Franchised Business, or fails to operate it for the period specified in Schedule B without Daily Flowers' consent;
• (d) the Franchisee transfers or attempts to transfer this Agreement, the Franchised Business or a controlling interest in the Franchisee in breach of Article 45;
• (e) the Franchisee materially misuses the Marks, discloses the Operations Manual, or commits a serious breach of Article 26 or Article 29;
• (f) any information in the Franchisee's application or KYC was materially false or misleading; or
• (g) the Franchisee commits a serious food safety or health and safety violation that results in harm to any person, or regulatory action against Daily Flowers.

38.3 Termination by the Franchisee. The Franchisee may terminate this Agreement by written notice if Daily Flowers fails to remedy a material breach within the period in clause 36.5, or if Daily Flowers becomes subject to an insolvency proceeding (subject to Applicable Law).

38.4 Voluntary exit. The Franchisee may terminate this Agreement for convenience by giving not less than [TO BE SPECIFIED IN COMMERCIAL SCHEDULE] written notice, on payment of any exit charge specified in Schedule B, provided that it completes all assigned Orders and co-operates in the transition of any recurring service Customers in the Territory.

38.5 Termination on prolonged Force Majeure. Either Party may terminate under clause 40.4.

39. Consequences of Expiry or Termination; De-branding

39.1 Cessation of rights. On expiry or termination, all rights and licences granted to the Franchisee end immediately, and the Franchisee must immediately cease to operate the Franchised Business under the Marks and cease to hold itself out as a Daily Flowers franchisee or as associated with Daily Flowers.

39.2 De-branding. Within [TO BE SPECIFIED IN COMMERCIAL SCHEDULE] of expiry or termination, the Franchisee must, at its cost:

• (a) remove all signage, fascia, displays, décor and trade dress identifying the Franchise Premises with Daily Flowers, and make such alterations to the premises as are needed to distinguish them clearly from a Daily Flowers outlet;
• (b) stop using, and return to Daily Flowers or destroy (as Daily Flowers directs), all branded packaging, stationery, uniforms, cards, marketing materials and other items bearing the Marks, subject to clause 39.5;
• (c) remove the Marks from any vehicles;
• (d) transfer to Daily Flowers, or close as Daily Flowers directs, any telephone number, messaging account, social media handle, business listing or domain name associated with the Franchised Business, and co-operate so that Customers who contact those channels are redirected to Daily Flowers;
• (e) cease use of, and return or destroy, the Operations Manual and all other Confidential Information of Daily Flowers;
• (f) erase all Customer Data in accordance with clause 26.3(g); and
• (g) provide written certification, signed by an authorised person, that it has complied with this clause, and allow Daily Flowers to inspect the Franchise Premises to verify compliance.

If the Franchisee fails to comply, Daily Flowers may, after giving notice, carry out the de-branding and recover its reasonable costs from the Franchisee (including from the security deposit).

39.3 Orders in progress. Daily Flowers will stop routing new Orders to the Franchisee from the date of the termination notice (or earlier, where Article 37 applies). Unless Daily Flowers directs otherwise, the Franchisee must complete, in accordance with this Agreement, any Orders already assigned for delivery within [TO BE SPECIFIED IN COMMERCIAL SCHEDULE] after the termination date. Daily Flowers may re-route all other Orders and recurring service occurrences. The Franchisee must co-operate in an orderly transition of recurring service Customers, including handing over service schedules, site access information and any Customer-owned materials.

39.4 Final settlement. Daily Flowers will issue a final Settlement Statement within the time specified in Schedule B after the later of the termination date and the completion of all Orders and the resolution of related Customer complaints and chargebacks. Amounts due between the Parties will be set off, and the net balance paid within the time specified in Schedule B. The security deposit is dealt with under clause 22.4.

39.5 Option to purchase. Daily Flowers has the option, exercisable by notice within [TO BE SPECIFIED IN COMMERCIAL SCHEDULE] after expiry or termination, to purchase any unused branded stock, and any equipment or fixtures specific to the Daily Flowers trade dress, at the lower of the Franchisee's cost and fair market value, less amounts owed by the Franchisee. Daily Flowers may also, where Schedule A so provides, take an assignment of the lease or licence of the Franchise Premises, subject to the landlord's consent.

39.6 Accrued rights. Expiry or termination does not affect any rights, remedies or liabilities that have accrued up to the date of expiry or termination.

40. Force Majeure

40.1 Definition. A "Force Majeure Event" means an event beyond the reasonable control of the affected Party, including acts of God, flood, cyclone, earthquake, fire, epidemic or pandemic and related government measures, war, terrorism, riot, civil commotion, strikes (other than of the affected Party's own personnel), government action, prolonged failure of public utilities or telecommunications, or a failure of the Platform caused by a cyber-attack on Daily Flowers that could not have been prevented by reasonable security measures. A seasonal shortage or price increase of flowers, or the affected Party's lack of funds, is not a Force Majeure Event.

40.2 Effect. A Party is not in breach of this Agreement, and is not liable for any failure or delay in performance (other than an obligation to pay money already due), to the extent caused by a Force Majeure Event, provided that it: notifies the other Party promptly with details of the event and its expected duration; takes reasonable steps to mitigate its effect; and resumes performance as soon as reasonably possible.

40.3 Alternative fulfilment. During a Force Majeure Event affecting the Franchisee, Daily Flowers may fulfil Orders in the Territory through other network participants without this being a breach of any exclusivity.

40.4 Prolonged Force Majeure. If a Force Majeure Event prevents a Party from performing substantially all of its obligations for a continuous period exceeding [TO BE SPECIFIED IN COMMERCIAL SCHEDULE], either Party may terminate this Agreement by written notice, and Article 39 applies (other than any exit charge).

40.5 Relationship to law. This Article operates together with, and does not exclude, section 56 of the Indian Contract Act, 1872.

41. Dispute Resolution

41.1 Escalation. The Parties will attempt in good faith to resolve any dispute, controversy or claim arising out of or in connection with this Agreement, including its existence, validity, interpretation, performance, breach or termination (a "Dispute"), first through discussion between their operational representatives and, failing resolution within [TO BE SPECIFIED IN COMMERCIAL SCHEDULE] of a written notice of the Dispute, through discussion between senior executives of each Party.

41.2 Mediation (optional). If the Dispute is not resolved through escalation, either Party may propose mediation. If both Parties agree, the Dispute will be referred to mediation in accordance with the Mediation Act, 2023, and the mediation will be concluded within the period provided by that Act unless extended by agreement.

41.3 Arbitration. Any Dispute not resolved under clauses 41.1 and 41.2 within [TO BE SPECIFIED IN COMMERCIAL SCHEDULE] of the notice of Dispute will be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996. The arbitral tribunal will consist of a sole arbitrator appointed by agreement of the Parties or, failing agreement within thirty days of a request by either Party, appointed in accordance with section 11 of that Act [or, alternatively, under the rules of [ARBITRAL INSTITUTION — TO BE CONFIRMED]]. Neither Party will have the right unilaterally to appoint the sole arbitrator or to confine the other Party's choice to a panel curated by one Party. The seat of arbitration will be [TO BE CONFIRMED — e.g. arbitration seated at Bengaluru]. The language of the arbitration will be English. The award will be final and binding on the Parties.

41.4 Interim relief. Nothing in this Article prevents either Party from seeking interim or urgent relief from a court of competent jurisdiction under section 9 of the Arbitration and Conciliation Act, 1996, or from the arbitral tribunal under section 17 of that Act, including to protect the Marks, Confidential Information or Customer Data.

41.5 Continued performance. Pending resolution of a Dispute, the Parties will continue to perform their obligations under this Agreement, except to the extent the Agreement has been validly suspended or terminated.

41.6 Courts. Subject to this Article, the courts at the seat of arbitration have exclusive jurisdiction over matters arising out of or in connection with this Agreement, including applications relating to the arbitration.

42. Governing Law

This Agreement and any Dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it are governed by and construed in accordance with the laws of India.

43. Notices

43.1 Form. Any notice under this Agreement must be in writing in English and delivered by hand, by registered post or reputable courier to the address, or by email to the email address, set out in Schedule A (or such other address or email as a Party notifies to the other). Operational notices, including Order routing, SOP updates, performance scorecards, Settlement Statements and routine communications, may also be given through the Franchise Portal.

43.2 Formal notices. A notice of default, suspension, termination, non-renewal or Dispute must be sent by email and also by hand, registered post or courier, and is effective on the earlier of receipt by hand or courier and the time stated in clause 43.3.

43.3 Deemed receipt. A notice is deemed received: if delivered by hand, on delivery; if sent by registered post or courier, on the third Business Day after dispatch; if sent by email, at the time of transmission, provided no delivery failure message is received (and if sent after 6:00 p.m. or on a day that is not a Business Day, on the next Business Day); and if posted on the Franchise Portal, when it is made available to the Franchisee's owner-level user, together with an email or in-app alert.

43.4 Daily Flowers contact. Unless Schedule A specifies otherwise, notices to Daily Flowers must be sent to its registered office, marked for the attention of [DESIGNATION — TO BE CONFIRMED], with a copy by email to [LEGAL NOTICES EMAIL — TO BE CONFIRMED]. General support queries may be sent to [email protected], but that address is not a valid address for formal notices.

44. Amendment and New Versions

44.1 Amendments by agreement. Except as set out in this Article and in clause 10.3, this Agreement (including Schedule B) may be amended only by a written instrument signed or electronically accepted by authorised representatives of both Parties.

44.2 New versions of this Agreement. Daily Flowers maintains its standard franchise agreement as a versioned document. Where Daily Flowers issues a new version of this Agreement (other than a change to the Operations Manual under clause 10.3), it will send the new version, with a summary of the changes, to the Franchisee through the Franchise Portal and by email. The new version binds the Franchisee only when the Franchisee accepts it electronically through the Franchise Portal (or signs it). Daily Flowers keeps a record of the version accepted, the date and time of acceptance, and the user who accepted it, and the version accepted governs from its stated effective date. Earlier versions continue to govern transactions that took place while they were in force.

44.3 Declining a new version. If the Franchisee does not accept a new version, the version previously accepted by the Franchisee continues to apply until the end of the then-current Term, except that:

• (a) any change that Daily Flowers is required to make to comply with Applicable Law, or with a direction of an authority, applies from the date required by law, to the extent required; and
• (b) Daily Flowers may require acceptance of the then-current version as a condition of renewal under clause 5.2(f).

44.4 Commercial terms. No change to the amounts, rates or percentages in Schedule B, the Territory or the Term will be made except under clause 44.1, clause 4.4, clause 4.5 or clause 36.4.

45. Assignment and Change of Control

45.1 By the Franchisee. This Agreement is personal to the Franchisee. The Franchisee must not assign, transfer, sub-franchise, sub-license, charge, hold on trust or otherwise deal with this Agreement, the Franchised Business or any right under it, without Daily Flowers' prior written consent.

45.2 Change of control. Any change in the ownership or control of the Franchisee (including a transfer of [TO BE SPECIFIED IN COMMERCIAL SCHEDULE] or more of its shares, partnership interest or voting rights, or a change of its principal operator), whether in one transaction or a series, is treated as an assignment requiring Daily Flowers' prior written consent.

45.3 Conditions for consent. Daily Flowers will not unreasonably withhold consent to a transfer of the Franchised Business as a going concern to a proposed transferee that: meets Daily Flowers' then-current criteria for new franchisees; completes KYC and training; accepts Daily Flowers' then-current form of franchise agreement; and pays any transfer fee specified in Schedule B; provided that the Franchisee has paid all amounts due and is not in unremedied default. Daily Flowers has a right of first refusal, on the terms set out in Schedule B, to acquire the Franchised Business on the same terms as a bona fide third-party offer.

45.4 By Daily Flowers. Daily Flowers may assign or transfer this Agreement, or any of its rights and obligations under it, to an affiliate or to a successor to all or a substantial part of its business or of the Marks, on written notice to the Franchisee, provided that the assignee agrees to be bound by this Agreement. Daily Flowers may use subcontractors and service providers (including payment, technology and logistics providers) in performing its obligations and remains responsible for them.

46. Relationship of the Parties

46.1 Independent contractors. The Parties are independent contracting parties. Nothing in this Agreement creates a partnership, joint venture, agency (except to the limited extent of collection on the Franchisee's behalf under Model B, if applicable), employment or fiduciary relationship between them. Neither Party may bind the other or incur any liability on its behalf, except as expressly provided in this Agreement.

46.2 No employment of Franchisee personnel. Daily Flowers' right to set standards and audit compliance is for the protection of the Marks and Customers. It does not make Daily Flowers the employer of any of the Franchisee's personnel or give Daily Flowers control over the Franchisee's employment decisions.

47. Entire Agreement

This Agreement, including its Schedules and the Operations Manual, constitutes the entire agreement between the Parties about its subject matter and supersedes all prior negotiations, letters of intent, memoranda of understanding, proposals and understandings, whether written or oral. Each Party acknowledges that it has not relied on any statement, representation or warranty not expressly set out in this Agreement. Nothing in this Article limits or excludes liability for fraud.

48. Severability

If any provision of this Agreement (or part of it) is held to be void, invalid or unenforceable by any court or tribunal of competent jurisdiction, that provision (or part) is to be treated as deleted, or modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions continue in full force. In particular, if any restriction in Article 29 is held to be void in whole or in part under section 27 of the Indian Contract Act, 1872, the remaining restrictions and the other provisions of this Agreement are unaffected.

49. General

49.1 Waiver. No failure or delay by a Party in exercising any right or remedy operates as a waiver of it, and no single or partial exercise prevents any further exercise. A waiver is effective only if in writing.

49.2 Remedies cumulative. Except as expressly provided, the rights and remedies under this Agreement are in addition to, and not exclusive of, those provided by law.

49.3 Further assurance. Each Party must execute such documents and do such things as the other Party reasonably requests to give full effect to this Agreement.

49.4 Survival. Any provision of this Agreement that by its nature is intended to survive expiry or termination, including clauses 6.2 and 8.1(h) and Articles 24, 25, 26, 27, 28, 29 (to the extent stated), 33, 34, 39, 41, 42 and 43, survives.

49.5 Costs. Each Party bears its own costs of negotiating and entering into this Agreement. Stamp duty on this Agreement is borne as specified in Schedule B.

49.6 Language. This Agreement is made in English. Any translation is for convenience only and the English version prevails.

49.7 Third parties. No person other than the Parties has any right to enforce any term of this Agreement.

50. Electronic Execution and Counterparts

50.1 Electronic acceptance. This Agreement may be executed or accepted by electronic means, including by electronic signature, by an Aadhaar-based or other electronic signature recognised under the Information Technology Act, 2000, or by the Franchisee's authorised signatory accepting it on the Franchise Portal after authenticating with a one-time password. Under section 10A of the Information Technology Act, 2000, a contract is not unenforceable solely because it was formed through electronic means.

50.2 Record of acceptance. Daily Flowers will keep an electronic record of the version accepted, the identity of the accepting user and organisation, the date and time of acceptance, the method of acceptance, and such device or session information as is necessary and lawful for evidencing the acceptance. The Franchisee may download a copy of the accepted version from the Franchise Portal at any time during the Term.

50.3 Counterparts. This Agreement may be executed in any number of counterparts, each of which is an original and all of which together constitute one instrument.

50.4 Stamp duty. The Parties will ensure that this Agreement is stamped as required under the stamp law applicable in the State where it is executed (and, where relevant, where it is received), including by electronic stamping where available, within the time required by that law.

Schedule A — Territory, Premises and Notice Details

Schedule B — Commercial Terms

All values below are placeholders. None has been approved. They must be completed and approved by Daily Flowers management (with tax and legal review) before this Agreement is offered to any franchisee.

Schedule C — Operating Standards and SOP Index

The Operations Manual is issued and maintained by Daily Flowers on the Franchise Portal. Each SOP carries a version number and effective date and must be acknowledged under clause 10.2. At the date of this Agreement, the Operations Manual is expected to contain SOPs in the following areas (the index may be updated under clause 10.3):

Schedule D — Brand Usage Guidelines (Summary)

D-1 Marks licensed. "Daily Flowers" word mark; Daily Flowers logo; [TAGLINES / OTHER MARKS]; registration or application details: [TRADE MARK APPLICATION / REGISTRATION NUMBERS AND CLASSES — TO BE CONFIRMED].

D-2 Trading style. "Daily Flowers — [LOCALITY]" or such other style as Daily Flowers approves in writing.

D-3 Franchise disclosure line. Where required by clause 7.1, the Franchisee must display the statement: "Independently owned and operated by [FRANCHISEE LEGAL NAME], an authorised franchisee of Daily Flowers India Pvt. Ltd." in the size and position specified in the Brand Guidelines.

D-4 Core rules.

• Use only the master artwork files supplied by Daily Flowers; do not redraw, recolour, stretch, rotate or add effects to the logo.
• Maintain the minimum clear space and minimum size specified in the Brand Guidelines.
• Use only the approved brand colours, typefaces and photography style.
• Do not combine the Marks with the Franchisee's own name or logo except in the disclosure line.
• Do not use the Marks in any domain name, social media handle, app or storefront unless authorised under clause 18.4.
• All local marketing materials must be approved in writing before use.
• Uniforms, signage and packaging must be sourced as specified in clause 12.3.

D-5 Tone and content. Communications must be courteous, truthful and consistent with Daily Flowers' published offers and policies. No price, delivery or quality promise may be made other than those shown on the Platform.

Schedule E — Required Documents and KYC Checklist

Documents must be provided through the Franchise Portal before activation (and kept current throughout the Term). Daily Flowers may request additional documents where reasonably required for verification or by Applicable Law.

Schedule F — Performance Standards and Service Levels

All thresholds are placeholders pending management approval. Measurement excludes failures not attributable to the Franchisee (clause 35.2).

Execution

Accepted and executed by the authorised signatories of the Parties, electronically or in counterparts, on the dates recorded below.

Annexure — Legal basis and review notes

This Annexure records the Indian law relied on in preparing this draft and the points counsel must resolve. It does not form part of the operative Agreement.

Statutes and rules relied on

Franchise-specific regulation. India has no franchise-specific statute, no statutory pre-sale disclosure document and no franchise registration requirement. Franchising is governed by the general laws listed above. This position was checked against current published commentary on Indian franchise law (2025–2026), and is consistent with the fact that the Economic Advisory Council to the Prime Minister published a 2024 working paper titled "Need for Franchising Laws in India". It is recorded as the basis for clause 3.3; counsel should confirm that no State-level or sector-specific requirement applies to the final model.

Open review points for counsel

1. Open question (business and tax structure): Commercial Model A or B (clause 22.2), by category — drives GST supplier identity, section 52 TCS, TDS on royalty, consumer-law exposure and data-role characterisation.
2. Open question: All Schedule B and Schedule F values, including fees, royalty, revenue share, settlement cycle, cure periods, liability cap, insurance limits and Territory size.
3. Recommended protection: Trade mark registration status and chain of title for the Marks and for the Platform software (separate IP-owner company); whether franchisees should be recorded as registered users.
4. Legal requirement: Enforceability under section 27 of the Indian Contract Act, 1872 of the post-term elements of Article 29.
5. Regulatory requirement: Competition Act review of territorial exclusivity, mandatory procurement and pricing controls (Articles 4, 12, 17).
6. Open question: Arbitration seat and choice of institutional or ad hoc arbitration (clause 41.3).
7. Legal requirement: Stamp duty classification and rate; whether eSign rather than click-through should be mandatory for this Agreement (Article 50).
8. Legal requirement (timing): DPDP Act obligations commence on 13 May 2027; confirm processor characterisation and breach-notification timelines in the Operations Manual.
9. Regulatory requirement: If any franchisee handles food, the FSSAI licensing category and Daily Flowers' own e-commerce FBO obligations.
10. Recommended protection: Whether to provide a voluntary pre-contract information pack to prospective franchisees to reduce misrepresentation risk.
11. Business assumption: Cash-on-delivery remains disabled (open decision OD-024); clause 14.9 applies only if it is enabled.
12. Open question: Upfront fee refund or forfeiture where activation does not occur, and any exit charge (sections 73–74 reasonableness).