Memorandum of Understanding (MOU) by CapitalBox

AParties and Legal Status#

This Memorandum of Understanding (“MOU”) is entered into between CAPITALBOX DIGITAL VENTURES, operating under the brand name CapitalBox (“CapitalBox”), and the client whose details and electronic acceptance are recorded in this agreement (the “Client”).

The firm acts through its partner or authorised representative, who is authorised to bind the firm for this MOU in accordance with Sections 18 and 19 of the Indian Partnership Act, 1932. Each partner of the firm is liable for the acts of the firm done while they are partners, as provided by the Indian Partnership Act, 1932.

The Client confirms that the person accepting this MOU is legally competent to contract under Section 11 of the Indian Contract Act, 1872 and, where the Client is a business, is authorised to bind that business.

BPurpose of this MOU#

The purpose of this MOU is to set out clear terms and conditions for the services selected by the Client, so that both parties understand the scope of work, their responsibilities, the fees, the limits of CapitalBox's role and the way disputes will be handled.

This MOU is intended to be a valid and enforceable agreement under the Indian Contract Act, 1872. The parties confirm that there is free consent, a lawful object and lawful consideration for this MOU, as required by Sections 10 and 23 of that Act.

This MOU applies only to the services the Client has actually selected in the service order. Clauses that deal with services the Client has not selected do not create any obligation for either party.

CDefinitions and Interpretation#

In this MOU, unless the context requires otherwise:

• “Service Order” means the order, quotation, invoice or online selection that records the service chosen by the Client, the scope of work, the fee, the applicable GST, the payment terms, the estimated timeline and any specific refund conditions.
• “Services” means the services described in the relevant MOU clause and recorded in the Service Order.
• “Third Party” means any bank, NBFC, lender, investor, government authority, implementing institution, service partner, verification agency or other person who is not a party to this MOU.
• “Applicable Law” means the laws of India in force from time to time, including the rules, regulations, directions and guidelines made under them.
• “Electronic Record” and “Electronic Signature” have the meanings given in the Information Technology Act, 2000.
• “Confidential Information” means non-public business, financial, personal and other information shared by a party in connection with the Services.

Headings are for convenience and do not affect interpretation. References to a law include that law as amended or re-enacted. If a clause is held invalid or unenforceable, the remaining clauses continue to apply to the extent the law allows.

DNature of the Relationship#

CapitalBox provides consultancy, documentation, coordination and support services as an independent service provider. Nothing in this MOU makes CapitalBox the Client's employee, agent, partner or legal representative.

Unless it is separately and lawfully authorised to do so in writing, CapitalBox is not a bank, a Non-Banking Financial Company, an investment adviser, a stock broker, a chartered accountant, an advocate or a government agency, and it does not perform any activity that requires such registration or licence.

Where a service needs a licensed or registered professional, such as legal practice, certified accounting or tax representation, or regulated securities activity, it will be carried out only by a person who is lawfully entitled to do so, under a separate engagement.

The Client keeps the right to take final decisions on its own business, finance, borrowing, investment and compliance. CapitalBox's role is to assist, and it does not take over those decisions.

MOU 1Business Loan Assistance#

CapitalBox shall provide business loan application assistance, preliminary document review, application preparation support, coordination and follow-up services as agreed with the Client.

Role of CapitalBox

CapitalBox does not itself sanction, disburse or guarantee any loan unless separately and lawfully authorised to do so. The final credit assessment, eligibility, interest rate, security requirements and loan decision rest solely with the concerned lender.

Client responsibilities

The Client shall provide accurate financial information, genuine documents, bank statements, identity documents, business proofs and any additional information reasonably required. The Client shall promptly tell CapitalBox about any change in its financial position or details.

No responsibility for lender decisions

CapitalBox shall not be responsible for rejection, delay or changes in loan terms arising from lender decisions, incomplete documents, credit history, eligibility or circumstances outside its reasonable control.

Fees

The applicable service fee, GST, payment terms and refund conditions shall be disclosed in the selected Service Order before payment. Payment for consultancy and application support does not guarantee loan approval or disbursement.

Regulatory compliance

Lenders regulated by the Reserve Bank of India follow their own credit policies and the applicable RBI directions. CapitalBox will not ask the Client to pay any amount to a lender through CapitalBox, and the Client should pay loan-related charges only to the lender through the lender's official channel.

MOU 2Government Funding and Scheme Assistance#

CapitalBox shall assist the Client in identifying potentially relevant government funding programmes, grants, subsidies, credit-linked schemes and other initiatives, subject to availability and eligibility. The service may include preliminary eligibility review, application preparation, documentation support and follow-up.

Scheme rules are set by the authority

The Client understands that scheme rules, funding availability, application windows, eligibility criteria and approval procedures are determined by the relevant government authority or implementing institution, and that these can change or be withdrawn without notice.

No guarantee

CapitalBox does not guarantee scheme eligibility, grant approval, subsidy release or funding disbursement.

Client responsibilities

The Client is responsible for the accuracy of the information it submits, for statutory compliance and for any obligations imposed by the relevant scheme, including utilisation conditions, reporting and audit requirements. Giving false information to obtain a government benefit can have serious legal consequences for the Client under Applicable Law, including the Bharatiya Nyaya Sanhita, 2023.

Scope of fee

CapitalBox's fee covers only the services expressly described in the selected Service Order. CapitalBox does not take any part of a grant or subsidy released to the Client unless a lawful success-based arrangement is separately and clearly agreed in writing.

MOU 3Private Funding Assistance#

CapitalBox may assist the Client with funding-readiness documentation, business profile preparation, financial information organisation, preliminary funding assessment, and introductions or coordination with potential private funding sources where available.

Independent decisions of funders

The Client acknowledges that private funding depends on investor interest, due diligence, business viability, valuation, negotiations and independent investment decisions. CapitalBox does not guarantee that any investor will make an offer or provide funds.

Professional fee and success fee

Any applicable professional fee, success fee, calculation basis, payment trigger and refund conditions must be specifically disclosed in a separate Service Order or schedule accepted by both parties.

No success fee shall be treated as payable unless the agreed contractual trigger has occurred and the fee is legally permissible.

Lawful activity only

CapitalBox will not offer or solicit securities, accept deposits, or run any collective investment arrangement. Any activity regulated under the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 or the Foreign Exchange Management Act, 1999 will be undertaken only where it is lawful and properly authorised.

MOU 4Investor Funding Assistance#

CapitalBox may support the Client in preparing an investor presentation, business profile, funding proposal, financial projections and other agreed investment-readiness documents. Where available and appropriate, CapitalBox may facilitate communication or meetings with potential investors.

Client's representations to investors

The Client remains responsible for the accuracy of business claims, financial projections, ownership information, valuation assumptions and representations made to investors. A misleading statement made to an investor can create legal liability for the Client.

No guarantee

CapitalBox does not guarantee investor meetings, investment offers, funding amounts, business valuation or completion of an investment transaction.

Due diligence and agreements

The Client and any investor remain responsible for their own due diligence, negotiations, definitive agreements and compliance with Applicable Law.

Securities laws

Securities-related activities shall be undertaken only where legally permitted and appropriately authorised. CapitalBox does not give investment advice or recommend securities unless it holds the registration required under the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013 or other applicable regulation.

MOU 5Startup Funding Assistance#

CapitalBox may provide startup funding-readiness support, including business profile preparation, pitch deck assistance, financial information organisation, documentation support and identification of potentially suitable funding opportunities.

Client's records

The Client must provide genuine incorporation records, ownership details, financial information, business plans and other requested documents. The Client shall promptly notify CapitalBox of material changes affecting the application, such as changes in shareholding, directors, name or financial position.

Nature of startup funding

Startup grants, seed funding, venture capital, angel investment and other funding depend on the relevant programme or investor. CapitalBox does not guarantee acceptance, funding, valuation or investment closure.

Fees and deliverables

Fees and deliverables shall be specified in the applicable Service Order.

Compliance

Where funding involves the issue of shares or other securities, the Client is responsible for compliance with the Companies Act, 2013, the Foreign Exchange Management Act, 1999 (for foreign investment) and other Applicable Law, and should take advice from a qualified professional for those steps.

MOU 6Education Loan Assistance#

CapitalBox may provide education loan application assistance, documentation support, application coordination and follow-up services, including services offered through disclosed service partners where applicable.

Applicant's responsibilities

The student or applicant, and the parent or co-applicant where relevant, must provide accurate admission details, course information, fee structures, identity documents, academic records, financial documents and other lender-required information.

Decision of the lender

The lender alone determines eligibility, collateral requirements, interest rates, repayment terms and loan approval. CapitalBox does not guarantee sanction or disbursement.

Disclosures before acceptance

The agreed service fee, GST, scope of work, refund conditions and any third-party involvement must be disclosed before the Client accepts the service.

Co-applicants and personal data

Where a parent, guardian or co-applicant's information is shared, the Client confirms that it has the person's consent to share it. Where the applicant is a minor, information is handled with the consent of a parent or lawful guardian, in line with the Digital Personal Data Protection Act, 2023.

MOU 7Business Registration and Incorporation Assistance#

CapitalBox may assist the Client with documentation, application preparation, procedural guidance and coordination for business registration services such as company incorporation, LLP registration, proprietorship-related registrations and other agreed registrations.

Client's inputs

The Client is responsible for providing accurate names, addresses, identity documents, ownership details, declarations and supporting records. Declarations made to the Registrar or any authority are the Client's own declarations.

Fees and charges

Statutory fees, professional fees, government charges and taxes shall be identified separately where applicable.

Decision of the authority

Registration, approval, name availability and processing timelines depend on the relevant authority and Applicable Law, such as the Companies Act, 2013, the Limited Liability Partnership Act, 2008 or the Indian Partnership Act, 1932. CapitalBox does not guarantee approval where the decision rests with a government authority.

Professional certifications

Where a filing needs certification or signature by a practising Company Secretary, Chartered Accountant, Cost Accountant or advocate, it will be done only by a person lawfully entitled to do so, and their fee and responsibility will be as stated in the Service Order.

MOU 8GST, Udyam, DPIIT and Compliance Assistance#

CapitalBox may assist with applications and documentation relating to GST registration, Udyam/MSME registration, DPIIT recognition and other specifically selected compliance services, subject to eligibility and applicable requirements.

Accuracy of declarations

The Client must ensure that all submitted details and declarations are accurate and complete. Wrong or misleading declarations can lead to rejection, penalty or other action under the Central Goods and Services Tax Act, 2017, the MSMED Act, 2006 or other Applicable Law.

Ongoing compliance

The Client remains responsible for ongoing tax filings, statutory returns, renewals, changes and compliance obligations unless these services are separately agreed in writing. Registration alone does not mean that returns or renewals will be filed by CapitalBox.

No guarantee of benefits

CapitalBox does not guarantee registration, recognition, tax benefits, incentives or approval.

Charges

Government fees, applicable professional charges and the service scope shall be disclosed before acceptance.

MOU 9Project Report and Documentation Services#

CapitalBox may prepare or assist with business plans, project reports, Detailed Project Reports (DPRs), financial projections, funding proposals and related documentation based on information supplied by the Client.

Source information

The Client is responsible for the completeness and accuracy of the source information, assumptions, financial figures, market data supplied by the Client and business claims. CapitalBox may rely on information provided by the Client unless independent verification is expressly included in the service scope.

Not a promise of results

A project report or funding document does not constitute a promise of loan approval, investment, grant eligibility or commercial success.

Review and corrections

The Client must review the deliverables and request corrections within the agreed review period. After the review period, the deliverable will be treated as accepted, without affecting the Client's rights under Applicable Law.

Ownership and use

The Client may use the final deliverable for the purpose for which it was prepared. CapitalBox keeps ownership of its own templates, methods and general know-how, in accordance with the Copyright Act, 1957. The deliverable is not an audit, valuation or certification unless a qualified professional has expressly provided one.

MOU 10Business Consultancy Services#

CapitalBox may provide business planning, operational guidance, business documentation, funding-readiness guidance and other consultancy services specifically described in the Service Order.

Client controls decisions

The Client retains control over business decisions, implementation, expenditure, staffing, commercial transactions and statutory compliance.

Recommendations are not guarantees

CapitalBox's recommendations are based on the information available and are not a guarantee of revenue, profitability, funding or business success.

Fees and schedule

The consultancy fee, deliverables, consultation schedule and any additional charges shall be disclosed before the service begins. Work outside the agreed scope will be charged only if the Client agrees to it in advance.

MOU 11Referral Partner Collaboration#

This MOU governs referral-based cooperation between CapitalBox and an independent referral partner. The partner may introduce prospective clients to CapitalBox under the agreed referral process.

Duties of the partner

The partner must provide accurate referral information, obtain any required permissions to share personal information, avoid misleading representations, and refrain from making commitments on behalf of CapitalBox without written authority.

Personal data of referred persons

The partner confirms that every person it refers has agreed to be contacted by CapitalBox. The partner shall follow the Digital Personal Data Protection Act, 2023 and shall not share personal data without a lawful basis.

Commission

Referral commissions, eligibility, calculation, payment schedule, cancellation adjustments and tax treatment shall be documented in a separate schedule. Tax deducted at source and GST, where applicable, will be handled as required by Applicable Law.

Independent status

No party may represent the other as its employee, agent or authorised representative unless a valid written authorisation expressly permits it. The partner is an independent person and is not an employee of CapitalBox.

MOU 12DSA and Channel Partner Collaboration#

This MOU governs cooperation with an independent Direct Selling Agent (DSA), channel partner or other business partner for permitted lead referrals, documentation coordination or application support.

Compliance

The parties shall comply with Applicable Law, lender policies, data protection requirements, fair-practice standards and the terms of any required lender or principal agreement. This includes applicable Reserve Bank of India directions on digital lending, outsourcing and recovery agents, where they apply to the activity.

Prohibited conduct

The partner must not claim that it can guarantee approval, alter lender decisions, collect unauthorised charges, or use another organisation's name or credentials without permission. A partner must not collect any fee from a borrower in the name of the lender.

Authorisations

Any lender-facing activity requiring appointment, registration, authorisation or approval may be undertaken only after the necessary requirements have been satisfied.

Commercial terms

Commercial terms and commissions shall be recorded in writing.

MOU 13Service Fee and Payment Terms#

The Client shall pay the service fee stated in the relevant Service Order. Applicable GST and other disclosed charges shall be shown separately wherever required by law, in line with the Central Goods and Services Tax Act, 2017. CapitalBox shall communicate the service scope and payment conditions before acceptance.

Payment channel

Payment shall be made through the payment method officially communicated by CapitalBox. The Client should retain the payment receipt or transaction reference.

Payment safety

CapitalBox will not request an OTP, card CVV, banking password or UPI PIN to receive a service payment. The Client should not share these with anyone claiming to represent CapitalBox.

Payment does not mean an outcome

Payment for an agreed service does not itself establish entitlement to a loan, grant, registration or investment outcome.

Taxes and invoices

CapitalBox will issue a tax invoice or receipt for payments received, as required by Applicable Law.

MOU 14Cancellation and Refund Terms#

Cancellation and refund requests shall be handled in accordance with the applicable Service Order, the disclosed cancellation and refund policy and Applicable Law.

Where work has started

Where work has commenced, any amount retained must be supported by the agreed terms and Applicable Law, including the nature of work performed and any permitted non-recoverable third-party charges. Under Section 74 of the Indian Contract Act, 1872, any amount kept as compensation must be reasonable.

Statutory rights are protected

No blanket provision in this MOU overrides a mandatory statutory refund right, including rights under the Consumer Protection Act, 2019.

How to request

The Client should submit a cancellation or refund request through CapitalBox's official support channel, identifying the relevant Service Order and payment reference. CapitalBox shall review the request and communicate its decision within a reasonable period.

MOU 15Client Documents, Confidentiality and Data Protection#

The Client authorises CapitalBox to use the information and documents reasonably necessary to provide the selected service and to share them with relevant lenders, investors, government authorities, professional advisers or service partners only where necessary, appropriately disclosed and legally permitted.

Handling of information

CapitalBox shall handle personal and business information in accordance with its applicable privacy policy and legal obligations, including the Digital Personal Data Protection Act, 2023 and the Information Technology Act, 2000 and the rules made under it. Both parties shall keep Confidential Information confidential and use it only for this engagement.

Genuine documents

The Client must not knowingly submit forged, altered, misleading or unauthorised documents. Submitting forged documents to a lender or authority is an offence under the Bharatiya Nyaya Sanhita, 2023, and CapitalBox may stop work and report the matter where the law requires.

Consent and rights

The Client gives consent for the stated purposes and may withdraw consent, request correction or erasure, and raise a grievance as provided by the Digital Personal Data Protection Act, 2023. Withdrawal may affect CapitalBox's ability to continue the service.

Retention

CapitalBox may retain relevant records for legitimate operational, contractual, accounting, dispute-resolution and legal purposes, subject to applicable retention and data protection requirements.

MOU 16Service Timelines and Third-Party Dependencies#

CapitalBox shall make reasonable efforts to perform the agreed work within the estimated timeline communicated to the Client. Estimated timelines are not guaranteed completion dates where performance depends on the Client, government authorities, lenders, investors, verification agencies or other third parties.

Client cooperation

The Client shall respond to requests for information and documents promptly. Any material delay caused by missing documents, incorrect information, changed requirements or third-party processing may affect the estimated timeline.

Events beyond control

Neither party is liable for delay or failure caused by events beyond its reasonable control, such as natural disasters, government orders, outages of government or banking portals, strikes or cyber incidents, in line with Section 56 of the Indian Contract Act, 1872. The affected party shall inform the other party as soon as reasonably possible.

MOU 17Limitation of Liability#

To the extent permitted by Applicable Law, CapitalBox shall not be responsible for independent decisions made by lenders, government authorities, investors or other third parties, or for indirect losses arising from matters outside CapitalBox's reasonable control.

Liability that cannot be excluded

Nothing in this MOU excludes or limits liability that cannot lawfully be excluded or limited, including liability arising from fraud, wilful misconduct or other non-excludable obligations.

Monetary limit

Any agreed monetary limitation must be clearly stated in the relevant Service Order and must be reasonable and enforceable under Applicable Law. Compensation for breach is governed by Sections 73 and 74 of the Indian Contract Act, 1872.

Consumer rights

This clause does not take away any right the Client has under the Consumer Protection Act, 2019.

MOU 18Termination of Services#

Either party may request termination in accordance with the applicable Service Order and reasonable written notice.

Termination by CapitalBox

CapitalBox may suspend or terminate services where legally justified, including material misrepresentation, suspected document fraud, unlawful instructions, non-payment, or a material breach that remains uncured after reasonable notice where appropriate.

Effect of termination

On termination, the parties shall settle amounts lawfully due for services performed and deal with refunds, documents, confidential information and outstanding obligations in accordance with the agreement and Applicable Law.

Surviving clauses

Clauses on confidentiality, data protection, limitation of liability, payment of amounts due, dispute resolution and governing law continue after termination.

MOU 19Dispute Resolution and Governing Law#

The parties shall first attempt to resolve any dispute through written communication and good-faith discussion. A party raising a dispute should send a written notice describing the issue to the other party's official email address.

Courts and lawful processes

If the dispute remains unresolved, it shall be handled through the competent courts or other lawful dispute-resolution process having jurisdiction under applicable Indian law. If both parties agree in writing, they may use mediation or arbitration under the Arbitration and Conciliation Act, 1996.

Governing law

This MOU shall be governed by the laws of India.

Statutory rights are preserved

Nothing in this clause prevents either party from exercising any mandatory statutory right or remedy, including the right of a consumer to approach a Consumer Commission under the Consumer Protection Act, 2019.

MOU 20Electronic Acceptance and Digital Signature#

This MOU may be accepted electronically through the digital-signature or electronic-acceptance process provided through Odoo or another agreed platform. The Client should review the complete agreement and the applicable Service Order before signing.

Legal recognition

The parties agree that an electronic record or electronic signature may be relied upon to the extent recognised under applicable Indian law, including Sections 3A, 4, 5 and 10A of the Information Technology Act, 2000, which recognise electronic records, electronic signatures and contracts formed by electronic means.

Documents needing other formalities

Where a particular transaction or document requires a prescribed signature method, stamp duty, witnessing, registration or another formality, that requirement must be separately satisfied. The Information Technology Act, 2000 does not cover certain documents, such as a power of attorney, a trust, a will or a sale of immovable property, which must follow their own legal requirements.

Stamp duty

If stamp duty is payable on this MOU under the Indian Stamp Act, 1899 or the stamp law of the relevant State, the party responsible for it will pay it as required by that law.

Record as evidence

The electronic record of acceptance, signature, date and associated audit information may be retained as evidence of the agreement, subject to applicable law. Electronic records are admissible as evidence under the Bharatiya Sakshya Adhiniyam, 2023.

AcceptanceClient Acceptance#

By electronically signing this MOU, the Client confirms that:

1. The Client has read and understood the applicable terms.
2. The Client has reviewed the selected service, fee, GST, deliverables and refund conditions.
3. The information and documents provided by the Client are accurate to the best of the Client's knowledge.
4. The Client understands that CapitalBox does not guarantee loan approval, grant approval, investment, registration or any third-party outcome.
5. The Client agrees to the terms applicable to the selected service.

ExecutionFor CAPITALBOX DIGITAL VENTURES#

This MOU must be read together with the relevant Service Order and applicable policies. In case of inconsistency, mandatory Applicable Law prevails, followed by the specifically agreed Service Order terms to the extent legally enforceable.