B2B Partner Agreement

(Agency / Institutional Service Partner)

FIRST DRAFT — Version 1.0 — 18 July 2026

IMPORTANT NOTICE — READ BEFORE USE

This document is a FIRST-DRAFT STRUCTURE prepared for planning purposes only. It is NOT legal advice, is NOT binding, and must NOT be used with any real partner until it has been reviewed and finalised by:

1. A qualified Indian advocate, with experience in marketplace / gig-platform and healthcare liability law; and

2. A practising Chartered Accountant, specifically on the GST commission-invoicing, TCS (Section 52, CGST Act) and e-commerce-operator registration provisions in Section 8 of this draft.

Clauses relating to criminal liability (theft, harassment, molestation), medical negligence, and tax withholding carry real legal and financial consequences if drafted incorrectly. Workeezi’s owner has been advised of this and accepts responsibility for obtaining professional review before any partner signs this agreement.

1. PARTIES & DEFINITIONS

This B2B Partner Agreement (“Agreement”) is entered into between:

(a) Workeezi, operating the online platform at workeezi.in (“Platform”, “Workeezi”, “we”, “us”), a facilitator of home healthcare service bookings; and

(b) The registered business entity onboarded as a Partner via the Platform’s Partner registration process (“Partner”, “you”), being an agency, clinic, diagnostic centre, or other institutional provider that fields its own personnel and/or equipment to deliver services booked through the Platform.

1.1 Key Definitions

“Partner Personnel” — any employee, contractor, or representative fielded by the Partner to deliver a service booked through the Platform.
“Customer” — the patient, family member, or Next of Kin (NOK) booking a service through the Platform.
“Service” — any nursing, physiotherapy, doctor-visit, Japa/Nanny, or Diagnostics-at-Home service listed by the Partner and booked by a Customer through the Platform.
“Platform Fee” — the commission charged by Workeezi to the Partner on each completed Service, as set out in Section 9.
“Settlement Amount” — the net amount paid by Workeezi to the Partner after deduction of the Platform Fee, applicable GST, and TCS, as set out in Section 9.
“Diagnostics Services” — X-ray, ECG, sleep study, Holter monitoring, and similar equipment-based diagnostic services listed under the Diagnostics-at-Home category.
“Confidential Information” — any non-public business, technical, financial, or Customer information disclosed by either party in connection with this Agreement, including pricing, Customer data, and Platform methodology.
“Force Majeure Event” — an event beyond a party’s reasonable control, including natural disaster, pandemic or public health emergency, government-imposed lockdown or movement restriction, war, or civil unrest, that prevents performance of this Agreement.

2. NATURE OF THE RELATIONSHIP

2.1 Workeezi is a technology platform that facilitates discovery, booking, payment collection, and settlement between the Partner and Customers. Workeezi is not a healthcare provider, diagnostic service provider, employer of Partner Personnel, or principal to the underlying Service.

2.2 The Partner is an independent business entity, contracting with Customers (via the Platform) as principal for the Service delivered. Nothing in this Agreement creates an employment, agency (other than for limited payment-collection purposes under Section 9), partnership, or joint-venture relationship between Workeezi and the Partner.

2.3 The Partner is solely responsible for the recruitment, training, licensing, supervision, conduct, and performance of its own Partner Personnel, and for the licensing, calibration, and safe operation of any equipment used to deliver Diagnostics Services.

2.4 Workeezi’s Representations

Workeezi represents that it is a validly existing business entity, holds (or will obtain prior to processing any Partner settlement) GST registration as an e-commerce operator under Section 52 of the CGST Act, 2017, and shall remit Tax Collected at Source withheld under Section 9.3 within the timelines prescribed by applicable law.

3. PARTNER ONBOARDING, VERIFICATION & APPROVAL

3.1 The Partner shall submit, via the Platform’s Partner onboarding process, true and complete copies of:

Certificate of business registration (Company/LLP/Partnership/Proprietorship as applicable)
Valid GST registration certificate and GSTIN
Proof of business address
Identity proof of the authorised signatory
Valid professional indemnity / liability insurance covering the Services offered
For Partners offering X-ray or other radiation-emitting Diagnostics equipment only: proof of valid Atomic Energy Regulatory Board (AERB) licensing for that equipment
Bank account details for Settlement Amount payouts

3.2 Workeezi will review submitted documents, including a manual verification of the GSTIN against the public GST portal, and reserves absolute discretion to approve, reject, or request further information before activating a Partner account.

3.3 Approval is not, and must not be represented to Customers as, a guarantee, certification, or warranty by Workeezi of the quality, safety, or legality of the Partner’s Services. Approval confirms only that the stated documents were submitted and facially verified at the time of onboarding.

3.4 The Partner must promptly notify Workeezi of any change, suspension, lapse, or revocation of any licence, registration, or accreditation referenced in Section 3.1, and must immediately suspend the affected Service category until the matter is resolved.

4. PARTNER PERSONNEL & COMPLIANCE WARRANTIES

4.1 The Partner represents and warrants, on a continuing basis throughout the term of this Agreement, that:

all Partner Personnel fielded to deliver Services hold valid, current professional licences/registrations appropriate to the Service they perform;
all Partner Personnel have undergone background verification consistent with Workeezi’s published minimum standards for the relevant Service category;
any X-ray or other radiation-emitting equipment used to deliver Diagnostics Services is licensed by the Atomic Energy Regulatory Board (AERB), calibrated, and maintained in accordance with applicable law;
where the Partner offers pathology or laboratory-testing services, such services are accredited by the National Accreditation Board for Testing and Calibration Laboratories (NABL);
the Partner maintains valid insurance covering professional liability, and (where applicable) equipment and public liability, for the duration of this Agreement;
the Partner complies with the Clinical Establishments (Registration and Regulation) Act, 2010 (or applicable state equivalent) and all biomedical waste handling regulations relevant to Diagnostics Services.

4.2 Breach of any warranty in this Section 4 is grounds for suspension or termination under Section 14, without prejudice to any other remedy available to Workeezi.

5. LIABILITY ALLOCATION

5.1 As between the Partner and the Customer, liability for medical negligence, incorrect diagnosis or reporting, injury, property damage, theft, loss, harassment, or any other act or omission arising from the delivery of a Service rests directly and exclusively with the Partner (and/or its Personnel), and not with Workeezi.

5.2 Workeezi’s role is limited to: (a) facilitating the Platform connection and booking between Partner and Customer; (b) verifying the documents described in Section 3 at onboarding and on renewal; (c) processing payment collection and settlement as described in Section 9; and (d) cooperating with any lawful investigation by a Customer, regulator, or law-enforcement authority.

5.3 The Partner shall defend, indemnify, and hold harmless Workeezi, its officers, employees, and affiliates against any claim, loss, liability, fine, or expense (including reasonable legal costs) arising from: (a) the acts or omissions of the Partner or its Personnel in delivering a Service; (b) any breach of the warranties in Section 4; or (c) any inaccuracy in documents submitted under Section 3. This indemnity covers civil and financial consequences only; it does not, and cannot, transfer any individual’s personal criminal liability, which remains with that individual under law.

5.4 This liability allocation mirrors the principle already applied in Workeezi’s Staff Partner Agreement and Patient & Family Service Agreement — liability sits with the party actually delivering the service, one layer further removed from Workeezi than in the individual-staff model, since the Partner itself (not Workeezi) is directly responsible for its own Personnel.

6. LIMITATION OF WORKEEZI’S LIABILITY

6.1 To the maximum extent permitted by law, Workeezi’s aggregate liability to the Partner arising out of or in connection with this Agreement, in any twelve (12) month period, shall not exceed the total Platform Fees earned by Workeezi from that Partner during the preceding twelve (12) months.

6.2 Workeezi shall not be liable for indirect, incidental, consequential, or special damages, including loss of profits, loss of business, or reputational harm, even if advised of the possibility of such damages.

6.3 Nothing in this Section 6 limits either party’s liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded or limited under applicable law.

7. BRANDING, LISTINGS & CUSTOMER-FACING INVOICES

7.1 Partner Personnel and Services will be listed on the Platform with a clear “Delivered by [Partner Name]” attribution. Where applicable, the Partner’s relevant accreditation/licence number (e.g. NABL for pathology/lab-testing Partners, or AERB licence reference for X-ray Partners) will be displayed to Customers before booking.

7.2 The Customer-facing invoice for each completed Service will be generated within the Platform environment but issued in the Partner’s business name and details (co-branded with a “Powered by Workeezi” mark), for all Service categories delivered by a Partner — not only Diagnostics Services.

7.3 The Partner shall not represent, in any marketing or communication with Customers, that Workeezi is the provider, employer, or guarantor of the Service. The Partner shall not remove, obscure, or alter the “Powered by Workeezi” mark from any Platform-generated invoice or listing.

7.4 Subject to the Partner’s compliance with this Agreement, Workeezi grants the Partner a limited, non-exclusive, non-transferable licence to display the “Powered by Workeezi” mark solely on invoices and listings generated through the Platform for the term of this Agreement. This licence terminates automatically on termination of this Agreement.

8. BOOKING, SERVICE DELIVERY & DASHBOARD/APP ACCESS

8.1 Bookings for the Partner’s listed Services will be routed to the Partner’s Platform dashboard (and, when available, a dedicated mobile application). The Partner shall assign appropriate Personnel and confirm or decline each booking within the response time specified in the Platform’s operating guidelines.

8.2 The Partner shall update the status of each booking (e.g. Scheduled, In Progress, Completed) within the dashboard/app in a timely manner, and shall ensure Service-delivery details (Personnel assigned, date/time, service performed) are accurately recorded, as this data forms the basis of invoicing, settlement, and reconciliation under Section 9.

8.3 Workeezi will make available to the Partner, through the dashboard/app, records of bookings, transactions, billing history, and outstanding settlement amounts relevant to that Partner’s own account.

9. PLATFORM FEE, TAXES & SETTLEMENT

9.1 Platform Fee

Workeezi shall charge the Partner a flat Platform Fee of 12.5% (twelve and a half percent) of the value of each completed Service booked through the Platform, plus applicable GST on that fee (currently 18%, subject to change per prevailing law).

9.2 Payment Collection & Settlement Amount

Customers pay the full Service value into the Platform’s payment/escrow mechanism. On confirmed completion of a Service, Workeezi shall pay the Partner the Settlement Amount, calculated as: Customer payment, less the Platform Fee, less GST on the Platform Fee, less any TCS withheld under Section 9.3.

9.3 Tax Collected at Source (TCS)

As Workeezi collects payment from the Customer on the Partner’s behalf and settles the net amount, Workeezi is required to collect Tax Collected at Source under Section 52 of the CGST Act, 2017, at the rate prescribed under applicable law from time to time, on the net value of taxable Services supplied through the Platform. The amount so collected will be reported and remitted by Workeezi in the manner required by law (including filing of Form GSTR-8), and will be reflected for the Partner’s benefit as prescribed under applicable GST rules, subject to correct matching against the Partner’s GSTIN.

9.4 Partner Tax Compliance

The Partner is solely responsible for its own GST registration, return filing, and reconciliation of TCS credit reflected in its electronic cash ledger. The Partner acknowledges that incorrect or lapsed GST registration may delay or prevent it from claiming TCS credit, and Workeezi bears no liability for such delay.

9.5 Invoicing

Workeezi shall issue a tax invoice to the Partner for the Platform Fee (plus GST) charged under Section 9.1, issued in alignment with each settlement cycle under Section 9.6. This is separate from the Customer-facing Service invoice described in Section 7.2.

9.6 Settlement Cadence

Settlement Amounts shall be paid to the Partner’s registered bank account on a fortnightly basis, covering all Services completed and confirmed within the preceding settlement period, subject to Workeezi’s right to withhold settlement of any amount that is the subject of an active Customer dispute, refund request, or investigation.

9.7 Refunds & Cancellations

Where a Service is cancelled or refunded to a Customer, the Platform Fee, GST on the Platform Fee, and TCS withheld in respect of that Service shall be adjusted or reversed in the next settlement statement, and the Partner’s Settlement Amount recalculated accordingly.

9.8 Supplier of Record

For GST purposes, the Partner is the supplier of record for the underlying Service delivered to the Customer. Workeezi is the supplier of record only in respect of the Platform Fee charged to the Partner under Section 9.1.

9.9 TCS Reconciliation Cooperation

If a discrepancy arises between TCS reported by Workeezi under Form GSTR-8 and the credit reflected in the Partner’s electronic cash ledger, both parties shall cooperate in good faith to identify and correct the discrepancy within a reasonable time.

10. RECONCILIATION & REPORTING

10.1 Workeezi shall make available to the Partner, through its dashboard, a statement for each settlement period showing: Services completed, gross Customer payment per Service, Platform Fee deducted, GST on Platform Fee, TCS withheld, and net Settlement Amount paid.

10.2 The Partner may raise a written query on any settlement statement within 15 days of issue. Workeezi shall investigate and respond within a reasonable time. Disputes not raised within this window are deemed accepted, without prejudice to any rights the Partner may have under applicable law.

10.3 Workeezi shall maintain records necessary for its own GST/TCS compliance (including GSTR-8 filings) and shall provide the Partner such records or extracts as are reasonably necessary for the Partner’s own tax filings, on request.

11. DATA PROTECTION & DPDP ACT, 2023 OBLIGATIONS

11.1 For personal data of Customers collected through the Platform, Workeezi acts as Data Fiduciary under the Digital Personal Data Protection Act, 2023. The Partner acts as a data processor (or joint Data Fiduciary, as applicable) solely in respect of Customer personal data it accesses to deliver a booked Service, and shall process such data only on Workeezi’s instructions and for that purpose. For personal data of the Partner’s own Personnel, the Partner is the Data Fiduciary.

11.2 The Partner shall implement reasonable security safeguards for any Customer or Personnel data accessed through the Platform, use such data solely for the purpose of delivering the booked Service, and shall not retain, sell, or independently market to Customer data obtained via the Platform beyond what is necessary to deliver and support the specific Service booked.

11.3 The Partner shall promptly notify Workeezi of any data breach affecting Customer or Personnel data accessed through the Platform, to enable Workeezi to meet its own regulatory notification obligations.

12. INSURANCE

12.1 The Partner shall maintain, at its own cost, professional indemnity insurance and (where applicable, e.g. for Diagnostics Services) equipment/public liability insurance, in amounts adequate for the scale of Services it offers through the Platform, for the full term of this Agreement.

12.2 The Partner shall provide proof of current insurance to Workeezi on request and shall notify Workeezi promptly if any policy lapses or is cancelled.

12.3 Unless a different amount is specified in the Platform’s operating guidelines for a given Service category, the Partner shall maintain professional indemnity and (where applicable) public liability insurance with a minimum sum insured of ₹10,00,000 (Rupees Ten Lakh) per claim.

13. FORCE MAJEURE

13.1 Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations already due) to the extent such failure or delay is caused by a Force Majeure Event.

13.2 A party affected by a Force Majeure Event shall promptly notify the other party and use reasonable efforts to mitigate its impact.

13.3 If a Force Majeure Event continues for more than 60 days, either party may terminate this Agreement on written notice, without penalty, subject to settlement of amounts already due under Section 9.

14. TERM, SUSPENSION & TERMINATION

14.1 This Agreement commences on the date the Partner’s account is approved under Section 3 and continues until terminated as provided below.

14.2 Workeezi may suspend or terminate a Partner’s account immediately, without prior notice, in the event of: (a) a Customer complaint indicating a safety, criminal, or serious quality concern; or (b) any conduct that Workeezi reasonably believes exposes Customers, Workeezi, or the Platform’s reputation to material and immediate risk.

14.3 For a breach of Section 4 or a lapse of a required licence, registration, or insurance that is capable of remedy and does not present an immediate safety risk, Workeezi shall provide written notice and a reasonable cure period (not exceeding 15 days) before suspension or termination, unless the Partner fails to remedy the breach within that period.

14.4 Either party may terminate this Agreement for convenience on 30 days’ written notice. Obligations relating to liability, indemnity, confidentiality, outstanding settlement, and data protection survive termination.

14.5 On termination, Workeezi shall settle any outstanding Settlement Amount due to the Partner in accordance with Section 9, less any amount properly withheld for an unresolved dispute.

14.6 Any Service already confirmed but not yet delivered as at the date of termination shall, unless otherwise agreed, either be completed by the Partner in accordance with this Agreement or reassigned by Workeezi to another Partner or staff member; the outgoing Partner’s Settlement Amount for that booking is payable under Section 9 only if the Service was in fact delivered by that Partner.

15. CONFIDENTIALITY

15.1 Each party shall keep confidential all non-public business, technical, and Customer information disclosed by the other party in connection with this Agreement, and shall use such information solely to perform its obligations under this Agreement.

15.2 The obligations in this Section 15 survive termination of this Agreement for a period of three (3) years, except that obligations relating to Customer personal data survive for as long as required under the DPDP Act, 2023. This Section does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party without an obligation of confidentiality; (c) is independently developed without use of the disclosing party’s Confidential Information; or (d) is required to be disclosed by law or a competent court/regulatory authority, provided reasonable notice is given where legally permissible.

16. GENERAL INDEMNIFICATION

16.1 In addition to the specific indemnity in Section 5.3, each party shall indemnify the other against losses arising from its own breach of this Agreement, gross negligence, or wilful misconduct, subject to the limitation in Section 6 and any further limitations agreed in the final, lawyer-reviewed version of this Agreement.

17. DISPUTE RESOLUTION & GOVERNING LAW

17.1 This Agreement is governed by the laws of India. Subject to Section 17.2, courts at Delhi shall have exclusive jurisdiction.

17.2 The parties shall first attempt to resolve any dispute through good-faith negotiation for 30 days, failing which the dispute shall be referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996, seated in Delhi, in English.

17.3 Nothing in this Section 17 prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction at Delhi, including for an actual or threatened breach of Section 15 (Confidentiality) or Section 7.4 (Trademark Licence), pending resolution through arbitration.

18. MISCELLANEOUS

Entire Agreement: this Agreement, together with the Platform’s operating guidelines, constitutes the entire agreement between the parties regarding its subject matter.
Amendment: Workeezi may update the Platform’s operating guidelines and fee structure from time to time with reasonable notice to the Partner; material changes to the Platform Fee percentage require 30 days’ notice.
Assignment: the Partner may not assign this Agreement without Workeezi’s prior written consent.
Severability: if any clause is held invalid, the remainder of the Agreement continues in effect.
Notices: all formal notices shall be sent to the contact details registered on the Partner’s Platform account.
Electronic Execution: this Agreement, and any signature affixed to it, may be executed electronically or via a scanned copy uploaded through the Platform, and such execution shall be valid and binding in accordance with Section 10A of the Information Technology Act, 2000.

19. STAMP DUTY, GRIEVANCE REDRESSAL & OTHER STATUTORY COMPLIANCE

19.1 This Agreement shall be stamped in accordance with the Indian Stamp Act, 1899 and the applicable state stamp legislation, including by way of e-stamping where available, prior to or at the time of execution. Unless otherwise agreed in writing, the Partner shall bear the stamp duty applicable to its executed copy of this Agreement.

19.2 The indemnity obligations in Section 5.3 and Section 16 shall be interpreted in accordance with Sections 124 and 125 of the Indian Contract Act, 1872, and are intended to cover loss caused by the indemnifying party’s own acts, omissions, and negligence in delivering or facilitating the Service, to the fullest extent permitted by law.

19.3 Workeezi shall appoint a Grievance Officer in accordance with the Consumer Protection (E-Commerce) Rules, 2020, whose name and contact details shall be published on the Platform. The Partner may escalate any unresolved dispute or complaint to the Grievance Officer, who shall acknowledge the complaint within 48 hours and dispose of it within one month of receipt, in accordance with applicable law.

19.4 The Partner acknowledges that Workeezi’s data protection obligations under Section 11 are in addition to, and not in substitution of, Workeezi’s obligations under Section 43A of the Information Technology Act, 2000 and the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, to the extent still applicable alongside the DPDP Act, 2023.

20. ACKNOWLEDGEMENT

By activating a Partner account on the Platform, the Partner acknowledges having read, understood, and agreed to this Agreement in its final, lawyer-reviewed form (to be re-executed/re-accepted once that review is complete and this first-draft status is removed).

21. EXECUTION

IN WITNESS WHEREOF, the parties have executed this Agreement through their authorised representatives on the date written below. Please complete all fields by hand, sign, and affix your business seal/stamp where indicated, then upload a clear scanned copy or photograph of this signed page during Partner onboarding on the Workeezi platform.

For and on behalf of the PARTNER

Business / Partner Name: ___________________________________________

GSTIN: ___________________________________________

Registered Business Address: ___________________________________________

___________________________________________

Name of Authorised Signatory: ___________________________________________

Designation: ___________________________________________

Date: ___________________________________________

Place: ___________________________________________

Signature: ______________________________

Company Seal / Stamp:

For and on behalf of WORKEEZI