1. Preamble & Purpose

This Merchant Partnership Agreement (“Agreement”) is entered into between:

PennyGrade, an Indian digital privilege and discount membership platform operated by Samir Pandey (Proprietor / Operating Entity), having its administrative desk in Daltonganj, Palamu, Jharkhand - 822101 (“PennyGrade”),

— AND —

The business enterprise, proprietor, firm, or company whose details are set forth in the Execution Schedule annexed hereto (“Partner Merchant” or “Merchant”).

Recitals: PennyGrade operates a proprietary customer network connecting verified physical cardholders with trusted local establishments in Daltonganj, Palamu, and surrounding regions. The Merchant wishes to partner with PennyGrade to increase retail footfall, attract new customers, enhance repeat visits, and offer pre-agreed discounts to verified Members.

2. Commercial Model & Zero Upfront Fee

3. Agreed Member Discount & Offer Terms

The Merchant agrees to honor and apply the discount offer mutually approved and recorded in the Schedule annexed hereto (“Offer Terms”). Each offer shall explicitly specify:

• Discount Structure: The agreed percentage discount (e.g., 10% or 15% off) or fixed flat discount (e.g., Flat ₹300 off).
• Minimum Bill Amount: The minimum bill subtotal required before the discount becomes applicable (e.g., Minimum bill of ₹500), if any.
• Maximum Discount Cap: The maximum monetary savings ceiling per bill (e.g., Up to ₹500 maximum discount), if applicable.
• Eligible Products / Services: The specific menu categories, services, or merchandise to which the offer applies.
• Permissible Exclusions: Any excluded items (e.g., MRP goods, tobacco, statutory taxes, festive days) explicitly approved during onboarding.

4. Mandatory In-Person Verification Protocol

To maintain fairness and prevent fraudulent redemptions, Merchant staff and cashiers must adhere to the official PennyGrade verification workflow:

1. Physical Card Inspection: The customer presents their active physical PennyGrade card at the checkout counter.
2. Counter QR Scan: The customer scans the official PennyGrade QR standee installed at the Merchant’s cashier counter.
3. Real-Time Server Computation: The customer inputs their PenCode and the un-discounted bill subtotal into the official verification interface at pennygrade.in.
4. Inspection of Live Screen: Merchant staff inspects the live visual verification screen displaying a green active badge, a live real-time countdown timer, the customer’s member name, calculated discount, and net payable amount.
5. Bill Deduction: Merchant deducts the exact discount amount indicated on the live screen from the customer’s final bill.

5. Direct Offline Payment Collection

PennyGrade does NOT collect customer bill payments.All customer billing, invoices, receipts, and payments are settled directly between the customer and the Merchant at the Merchant’s cashier counter through the Merchant’s existing POS, Cash, UPI, or Card swipe terminals.

6. Platform Promotion & Acrylic QR Standees

7. Non-Exclusivity

This partnership is strictly non-exclusive. The Merchant remains entirely free to run independent promotional campaigns, issue internal loyalty cards, or participate in other third-party aggregators or discount platforms. Similarly, PennyGrade reserves the right to partner with other merchants in the same category or locality.

8. Offer Modifications (7 Days' Notice)

To maintain trust and ensure transparent member communications, any proposed changes to the approved Offer Terms (including changes in discount percentage, minimum bill thresholds, or exclusions) require seven (7) business days’ prior written notice to PennyGrade via email to pennygradebusiness@gmail.com.

Offer changes become effective only after PennyGrade updates the authoritative system parameters in the production database. No modification may retroactively invalidate a live verification session generated prior to the effective update.

9. Service Quality & Non-Discrimination

The Merchant agrees to treat PennyGrade Members with the same dignity, respect, courtesy, and high standards of service accorded to regular retail customers. The Merchant shall not offer inferior portions, substandard ingredients, or discriminatory service on account of a customer availing a PennyGrade member discount.

10. Term & Automatic Renewal (1 Year)

This Agreement shall remain in full force and effect for an initial period of one (1) year from the Effective Date, and shall automatically renew for successive one-year periods unless terminated by either party in accordance with Section 11.

11. Termination Rights (15 Days' Notice)

12. Merchant Representations & Statutory Compliance

The Merchant represents, warrants, and covenants that:

• It holds all necessary statutory licenses, including FSSAI food licenses, GST registration (where applicable), Shop and Establishment licenses, and municipal trade clearances.
• All goods, food, beverages, and services supplied to customers are merchantable, fit for consumption, safe, and prepared in compliance with Indian safety and hygiene standards.
• It is solely responsible for collecting and remitting applicable Goods and Services Tax (GST) and local levies.

13. Indemnity & Limitation of Liability

The Merchant agrees to indemnify, defend, and hold harmless PennyGrade, its proprietors, affiliates, and representatives against any claims, fines, liabilities, damages, or expenses arising from: (a) food contamination, poisoning, defective goods, or personal injuries occurring at the Merchant’s premises; (b) tax deficiencies or regulatory non-compliance by the Merchant; or (c) breach of this Agreement by the Merchant.

PennyGrade’s liability under this Agreement shall be limited strictly to direct technical failures within PennyGrade’s sole control, and shall under no circumstances exceed ₹1,000 (Rupees One Thousand).

14. Governing Law & Dispute Resolution

This Agreement is governed by the laws of India. Any disputes arising out of or in connection with this Agreement shall be settled amicably through mutual discussion within thirty (30) days. In the event mutual resolution fails, the courts of Daltonganj / Palamu, Jharkhand, India shall have exclusive jurisdiction.

15. Formal Execution & Offer Schedule

This Agreement is formally executed by the authorized representatives of both parties as of the Effective Date written below. To sign or print a physical copy for your records, use the “Print Document” button above.