Contract Ref. No.

: JTA-676

Contract
Between
Janaki Technology Pvt. Ltd.
And

Matin Softech

Date: 2025/04/30
 Service Agreement

Janaki Technology Pvt. Ltd. (hereinafter referred to as “First Party”) - a legal entity duly incorporated
under the laws of Nepal (VAT/PAN 302811089) with registered office located at Pulchowk, Lalitpur.
And
Matin Softech (hereinafter referred to as “Second Party”) - a legal entity duly incorporated under the laws
of Nepal (VAT NO. 616960866)and registered office located at Matrika marg, opp samsung care center,
biratnagar; collectively hereinafter referred to as “Parties”, have entered into this Agreement.

This Agreement is made effective from

Starting Date: 2025/04/30

Services Provided by First Party to Second Party:

i. System One Way API & Bulk System
ii. SMS Credits Multiple of thousands
iii. Sender ID Shared
iv. Purpose of sending SMS: (Kindly tick in the below mentioned box as per the usages of SMS)

● OTP / Verification Msg.

● Transactional Msg.

● Promotional Msg.

● Utility Msg.

Terms and Conditions:

1. General Terms and Conditions

1.1 First Party shall provide SMS Value Added Service (VAS) through the network of major Telecom
Network Operators: Nepal Telecom (NTC), Ncell and SmartTel.
1.2 Contact details provided in “Clause 10: Contact Details” should be the primary way of
communication between the two parties. In case of changes, both the parties shall at any time,
provide updated information regarding the contact details.

2. Regulations, Confidentiality and Data Privacy:

2.1 The Second Party shall use the VAS by remaining within the legal boundaries of the Government
of Nepal, Nepal Telecommunications Authority (NTA) and Telecom Network Operators’ rules
and regulations.
2.2 The First Party shall maintain the confidentiality and data privacy of Second Party’s
information. Similarly, Second Party should refrain from disclosing confidential information i.e.
cost of services, terms and conditions of this agreement, data (mobile numbers) obtained from
using First Party’s System to any Third Party.
 2.3 The Second Party is unauthorized to render the A2P SMS service to any international clients for
sending SMS to Nepali number.In the event that the Second Party is found to have terminated
any International A2P (Application-to-Person) messaging from the First Party API service, the
Second Party shall be liable to pay a penalty of NPR 1,00,00,000 (Nepalese Rupees One Crore)
to the First Party.
2.4 Upon request by the First Party, the Second Party shall disclose the locations of their servers
to verify compliance with the above prohibition.
2.5 The Second Party shall be solely responsible for maintaining the security and confidentiality of
their account credentials, including but not limited to usernames, passwords, and API tokens.
In the event that phishing, spamming, or any other form of unauthorized use originates from
the Second Party’s account—whether due to misuse, negligence, or a security breach—the
Second Party shall immediately notify the First Party of such an incident. The Second Party shall
remain fully accountable for any resulting financial or reputational damage.
2.6 The Second Party shall be obligated to provide all necessary evidence and cooperate fully with
the concerned authorities during any investigation. Additionally, the Second Party shall bear
full liability for any fines, penalties, or legal consequences imposed by regulatory bodies arising
from such unauthorized activities.
2.7 If any technical and/or business need arises, the Sender ID provided by First Party to Second
Party can be changed even during the agreement period as the providedSender ID is the
property of First Party. If the assigned Sender ID or sender ID is closed from Telecom Network
Operator, then a new shortcode or sender is allocated on an immediate basis.
2.8 Any changes made by the Government of Nepal, NTA or any Telecom Network Operators
(regarding SMS rate, Sender ID or any other services) which are beyond the control of First
Party, shall immediately come into effect, despite any positive or negative changes it might
cause to First or Second Party.
2.9 If any continuous SMS is hit from the server of Second Party to First Party’s server, the IP of
Second Party can be blocked in extreme cases by the First Party. The Second Party shall not
send continuous hits from their server.
2.10 On a requirement basis and as per discretion of the First Party / Telecom Operator, the First
Party may ask for a copy of the subscriber consent letter from the second party at any time.
2.11 Any Penalty for breach of above sections levied by Telecom Operator is imposed directly to the
second party.

3. SMS Content and Guidelines

3.1 SMS Length
3.1.1 1 length non-Unicode SMS =160 characters, For more than 1 length, N SMS = N x 153
characters (In non-Unicode)
3.1.2 1 length Unicode SMS = 70 characters, For more than 1 length, N SMS = N x 67 characters
3.2 The Second Party bears full responsibility for any sent SMS content subject to any kind of abuse,
discrimination, threat to any person or society or against the law and policy of Government of
Nepal.
3.3 It is the Second Party’s responsibility to make sure that the message content doesn’t contain
any information which is strictly confidential or prohibited by the law.
3.4 Second Party is responsible for maintaining their SMS templates in compliance with the
prescribed guidelines. Each OTP SMS template must include the following elements:
3.4.1 Purpose: Clearly state the reason for the OTP (e.g., login verification, transaction
confirmation).
3.4.2 OTP: Include the one-time password (OTP) within the message.
3.4.3 Brand Name: The name of the sending organization or brand must be clearly mentioned for
authenticity.
3.5 Second Party shall send SMS to only its subscribed users who use their service on a regular
basis. Spamming and unsolicited messages can be subject to penalty imposed by Telecom
Network Operators and legal consequences. The second party agrees that it shall abstain from
indulging in activities which promote political agenda/slogan, incites violence, hurt religious
or communal sentiments, etc.
3.6 The second party bears the responsibility for continuous SMS sent in a particular number due
to technical error at the second party’s end.
3.7 SMS can be sent to only 10-digit valid Nepali mobile numbers registered at Telecom Operator.
3.8 Emoji, graphical representation and smiley-containing text messages are not supported by the
system of the First Party. In such cases, the First Party does not bear the loss and compensation
is not provided to the Second Party.
3.9 The delivery report of SMS sent can be seen at the end of the First Party’s system.
3.10 Non delivery of SMS due to issues in the destination numbers (switched off, out of network
reach, problem in incoming SMS, unused sim card) shall still mean the deduction of SMS credits.
3.11 First Party will not be responsible for any failure in the delivery of SMS messages due to illegible
or malfunctioning mobile numbers or due to the incorrect format of uploaded mobile numbers.
3.12 First Party will not be responsible for any delivery related issues at the intended receiver’s end
once the SMS messages leave First Party’s Application and reach the SMS Gateway
3.13 First Party application shall provide log reports of all the SMS messages sent through its
application, whereby the users will be able to determine the delivery status of the messages
sent from First Party’s application to the SMS Gateway.

4. Indemnity
4.1 Each Party (the “Indemnifying Party”), at its own expense, shall indemnify, defend, and hold
harmless the other Party (the “Indemnified Party”), its Affiliates, and their respective
employees, officers, directors, representatives and agents, from and against all losses, damages,
liabilities, settlements, costs and expenses (including attorneys’ and professionals’ fees and
other legal expenses) arising out of or related to any claim, demand, suit, action, or proceeding
initiated by a Third Party arising out of or relating to:
i. Any breach by the Indemnifying Party of this Agreement;
ii. A breach of any Third-Party Intellectual Property Rights or;
iii. An allegation that the services or Content provided by the Indemnifying Party
to its customers violates the Applicable Law.
5. Termination of the Contract:
5.1 The First Party has authority to halt the services at any point if the second party does not abide
by the contract.
5.2 Other than the above clauses if either of the parties has to terminate or cancel this MoU
agreement there should be a notice period of at least 45 days.
5.3 Termination by a Party shall be made in writing or email and sent to the other party. The reason
for termination shall be clearly stated.
5.4 Termination – Payment of Outstanding Amounts: Any Balance remaining after termination of
this Agreement for any reason, will be repaid to the First Party by the second party within 7
business days of termination.

6. Payment Terms and Renewal:

6.1 The Second Party should fulfill the payment clauses mentioned in “Clause 9”.
6.2 The Second Party will be charged as per SMS length.
6.3 Renewal charge should be paid on yearly basis based on the start of contract period.
6.4 The contract will be auto renewed after one year unless there are any changes in contact details
and system. All the terms and conditions are applied in auto renewed cases.
6.5 SMS once purchased are non-refundable.

7. Any difference in opinions or complications that may arise, shall be resolved through mutual
agreement.
8. If any changes are to be made in this agreement, it can be done only with the mutual consensus
between both parties.
9. Second Party shall pay the below mentioned charges (Excluding VAT) to First Party on pre-paid
basis:

Client Type: Business

S.N. Services Details Amount (NRS) Remarks
1. One way API & Bulk Annual Subscription Waived/- Start of every Year
System
2. SMS Credit Per SMS Sent 1.20/- per length

*Note: 13% VAT shall be applicable to the cost of services.

 10. Contact Details:
Contact Person: Munali Shrestha Contact Person:
Email: [email protected] Email:
Mobile: 9802005009 Mobile:
Landline: 01-5522901 Landline:

FIRST PARTY SECOND PARTY

Janaki Technology Pvt. Ltd Matin Softech

_________________ _________________
Munali Shrestha Name:
Sr. Client Service Officer Designation:
[email protected] Email:
9802005009 Mobile:

Witness: Witness:

_____________________ _____________________
Ganga Maharjan Name:
Client Service Officer Designation:
[email protected] Email:
9802001471 Mobile: