Terms and Condition

Knteer Solution Private Limitedwould like you to read these general terms of conditions (“Terms of Use” / “Terms of Service” / “Terms”) carefully, before you use The Simple Pay platform or any of its services (“Services”). These Terms are legally binding and govern the use of our website, our mobile application, and other properties collectively called as the The Simple Pay platform or “Platform” created by Knteer Solution Private Limited.

By signing-up to use the Platform, you acknowledge that you have read these Terms and agree to be bound by them. You also acknowledge that you have read our Privacy Policy and agree to be bound by it. By signing up to use the Platform, you represent that you have provided us with valid identifying information which may be used to verify your identity. Please note that we may restrict, suspend, or terminate your access at any time to the Platform if we believe you have breached these Terms.

1. GENERAL TERMS AND CONDITIONS These General Terms and Conditions govern the User’s access to the Services provided by Knteer Solution Private Limited: 1.1 INFORMATION SUPPLIED TOKnteer Solution Private Limited. Users agree that the information provided by the Users to The Simple Pay platform on registration and at all other times, including payment, is true, accurate, current, and complete.

1.2 SECURITY OF ACCOUNT. Users’ mobile number and email identifies a Users’ account with The Simple Pay platform through which The Simple Pay platform services are dispensed (“Account”). The Simple Pay encourages Users to choose a strong password to protect their Account. It is advised that Users do not share their password with anyone or write it down. Neither The Simple Pay platform nor its Service Providers, under any circumstances, will ever ask for a User's Account password or any other confidential information. If a User has any reason to believe that his Account is no longer secure, then the User shall immediately change the Account password and indemnify The Simple Pay platform or Knteer Solution Private Limited or any of its employees, directors, owner or associated partners from any liabilities that may arise from the misuse of such User’s Account.

1.3 RECLAIMING INACTIVE ACCOUNTS. If an Account is found to be overly inactive, the Account may be reclaimed by The Simple Pay without providing notice to the concerned User. An Account is considered as inactive if the concerned User is not signing in and/or has not done any transactions for more than one (1) month.

1.4 THIRD PARTY SITES, PRODUCTS AND SERVICES.The Simple Pay services and/or the Site may include links or references to other web sites or services solely for the Users’ convenience (“Reference Sites”). The Simple Pay does not endorse any such Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites. Correspondence or business dealings between Users and concerned Reference Sites are solely between such User and the concerned Reference Site.

1.5 COMMUNICATION POLICY.

a.) The User hereby accepts that The Simple Pay may send transactional or non-transactional business communication in the form of SMS or Email or Push notifications as part of its efforts to fulfil the User’s request or service your account. A User may continue to receive all such communication from The Simple Pay even after opting out of marketing communications.

b.) The Simple Pay will make the best efforts to provide notifications and it shall be deemed that the User shall have received the information sent from the Company during the course of, or in relation to, using the The Simple Pay Platform or availing any Services. The Simple Pay shall not be under any obligation to confirm the authenticity of the person(s) receiving the alert. The User cannot hold the Company liable for non-availability of any notification service in any manner whatsoever.

1.6 LIMITATION OF LIABILITY. In no event will Knteer Solution Private Limited or The Simple Pay or its directors, agents, officers, partners or employees be liable to a User for any special, indirect, incidental, consequential, punitive, or exemplary damages (including without limitation lost business opportunities, lost revenues, or loss of anticipated profits or any other pecuniary or non-pecuniary loss or damage of any nature whatsoever) of any kind arising out of or relating to (i) this Terms of Use or any other agreement entered by a User with The Simple Pay Platform, (ii) The Simple Pay services, the Site or any Reference site, or (iii) User’s use or inability to use The Simple Pay services, the Site or any Reference Sites, even if The Simple Pay or a The Simple Pay authorized representative has advised of the possibility of such damages, (iv) unauthorized access to or alterations of transmissions or data, any material or data sent or received or not sent or received, (v) any transactions entered into by any third person or conduct of any other third party or any infringement of another’s rights, (vi) the use of counterfeit or stolen cards, or stolen devices, or (vii) fraudulent electronic transactions. It shall be at the sole discretion of The Simple PayPlatform to reverse any transaction subject to approval of the concerned Service Provider. Notwithstanding the above, if any court of law finds that Knteer Solution Private Limited or its directors, officers, or employees, are liable to indemnify a concerned User despite the existence of this Clause 1.7, such liability shall not exceed the amount paid by the concerned User, if any, for using the portion of the The Simple Pay’s services or the Site giving rise to the cause of action. Users acknowledge and agree that Knteer Solution Private Limited has offered its products and services, set its prices, and entered into these Terms of Use and Applicable Agreement in reliance upon the warranty, disclaimers, and the limitations of liability set forth herein. Users acknowledge that the warranty, disclaimers, and the limitations of liability set forth herein reflect a reasonable and fair allocation of risk between Users and The Simple Pay Platform, and that the warranty, disclaimers, and the limitations of liability set forth herein form an essential basis of the bargain between Users and The Simple Pay. The Simple PayPlatform would not be able to provide the services to Users on an economically reasonable basis without these limitations.

1.7 FRAUDULENT TRANSACTIONS

a. If Knteer Solution Private Limited is intimated, by the bank, that a Customer has reported an unauthorized debit/chargeback of the Customer’s Payment Instrument (“Fraudulent Transaction”), User shall be notified by the The Simple Pay Platform. The User shall be entitled to furnish documents and information pertaining to the Transaction associated with the Chargeback within three (3) days (or such other period specified by the bank). The User agrees and acknowledges that (i) if the User is unable to furnish Chargeback Documents (ii) the bank is not satisfied with the Chargeback documents furnished by the User, then the bank shall be entitled to order the The Simple Pay Platformto effect a reversal of the debit of the Chargeback Amount associated with the Chargeback such that the said chargeback amount is credited to the Customer’s Payment Instrument. The Simple Pay Platform shall also be entitled to suspend the settlement of the amount under dispute or hold the value of transaction under dispute from the following settlement of the transaction during the pendency of inquiries, investigations and resolution thereof by the Service Providers to the User.

b. The User also agrees and acknowledges that it is liable to pay fines, penalties and charges imposed by the Banks, card payment networks or any regulatory authority on account of Transactions that are in violation of Applicable Law.

c. The User further agrees and acknowledges that following The Simple PayPlatform incurring the charge, if the available Transaction Amounts are insufficient for deduction of the Chargeback Amount, then The Simple Pay Platform is entitled to issue a debit note seeking reimbursement of the Chargeback Amount from the User. The User shall reimburse the Chargeback Amount within three (3) working days of receipt of the debit note.

d. The Parties hereto agree that any payment instructions for Transactions accepted by the User as per the terms hereof which are subsequently disputed due to (a) the authorization by the User of any Transaction with an amount exceeding the User’s account balance or credit limit, or (b) the authorization by the User of a fraudulent Transaction, shall always be the liability and responsibility of User.

e. The User hereby acknowledges and agrees that Knteer Solution Private Limited is a facilitator for payment processing services which are requested and authorized by Users and The Simple Pay Platform shall not be responsible for any unauthorized transaction done by any person including third party and amounting to infringement of another’s rights or any chargebacks claimed by the Customers 1.8 SECURITY OF YOUR ACCOUNT. a. The User shall comply with the provisions contained in the Information Technology Act, 2000 and the statutory rules framed there under, from time to time, in so far as the same has application to its operations in accordance with these Terms of Use, and also with all other Laws, rules and regulations, whether already in force or which may be enacted from time to time, pertaining to data security and management, data storage, sharing and data protection, and various rules, regulation and provisions as may be applicable, as and when the same is enacted into a law and comes into force, and shall ensure the same level of compliance by all its employees.

b. The User confirms and certifies that it shall not engage in any act that violate any laws and regulations. It shall also ensure that the financial data or any other information of the Customers received by the User are stored in a system only in India. This data shall include full end to end transaction details/information collected/carried/processed as part of the message/payment instructions.

1.9 USER’S REPRESENTATIONS AND WARRANTIES. The User represents and warrants that: a. it shall immediately intimate The Simple Pay Platform of any violation or potential violation of these Terms of Use or of other circumstances that may cause damage to the goodwill and reputation of The Simple Pay Platform or Knteer Solution Private Limited,

b. it shall be responsible to obtain any and all consents and approvals that are required from regulatory or governmental authorities, including any consent from Customers required to transfer data to the User and/or the The Simple Pay Platform, as the case may be, in accordance with Applicable Law

c. All costs associated with purchasing of software licenses and hardware (if any) are to be absolutely and unconditionally borne by the User,

d. it shall be solely responsible for and hereby undertakes to strictly comply with privacy Policy. and Applicable Law having jurisdiction in any manner whatsoever in connection with discharge of its duties under the Applicable Agreement, including but not limited to data protection, security, piracy, and directions issued by the Reserve Bank of India relating to payment data, and shall obtain and maintain in full force and effect all registrations required under Applicable Law for the operation of the business in terms of the Applicable Agreement, and

e. it shall not access (or attempt to access) the website and the Products by any means other than through the interface that is provided by The Simple Pay.

f. it shall not attempt to gain unauthorized access to any portion or feature of the Platform, or any other systems or networks connected to the Platform or to any server, computer, network, or to any of the services offered on or through the Platform, by hacking, password "mining" or any other illegitimate means.

1.10 INDEMNIFICATION. (A) User agrees to indemnify, save, and hold Knteer Solution Private Limited, its affiliates, contractors, employees, officers, directors, agents and its third-party suppliers, licensors, and partners harmless from any and all claims, demands, actions, suits which may be threatened or brought against Knteer Solution Private Limited, and also against all losses, damages, liabilities, costs, charges and expenses, including without limitation, legal fees and expenses arising out of or related to:

a. Users’ use or misuse of The Simple Pay Platform services or of the Site/application,

b. Any violation by the User of Terms of Use or Applicable Agreement,

c. Any breach of representations, warranties and covenants made by the User in these Terms of Use, or Applicable Agreement,

d. Any claim or legal notice or quasi-legal proceedings to which Knteer Solution Private Limited may be required to become party or to which Knteer Solution Private Limitedmay be subjected by any person including any governmental authority, by reason of breach of any Applicable Law,

e. Due to failure of a User to obtain any required statutory or regulatory approval necessary for the performance of its obligations in the Applicable Agreement with Knteer Solution Private Limited,

f. All liability, claims, damages, costs, expenses suffered or incurred by Knteer Solution Private Limitedas a result of any act or violation by User under Section 269ST of the Income Tax Act, 1961 while acting as collection agent of the Company

g. The Simple Pay Platform reserves the right, at User’s expense, to assume the exclusive defense and control of any matter, including rights to settle, for which concerned User is required to indemnify Knteer Solution Private Limited. The User agrees to cooperate with Knteer Solution Private Limited’s defense and settlement of these claims.

1.11 DISCLAIMER To the fullest extent permissible pursuant to Applicable Law, Knteer Solution Private Limitedand its officers, directors, employees, and agents disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights. No advice or information, whether oral or written, obtained by a User from The Simple PayPlatform or through Knteer Solution Private Limitedservices or the Site will create any warranty not expressly stated herein. Knteer Solution Private Limiteddoes not authorize anyone to make any warranty on its behalf and Users should not rely on any such statement. Users acknowledge that Knteer Solution Private Limitedis a reseller and is not liable for any third-party seller’s obligations. It is User’s responsibility to evaluate the accuracy, completeness and usefulness of all opinions, advice, merchandise and other information provided through the Site or on the internet generally. Knteer Solution Private Limiteddoes not warrant that its services will be uninterrupted, or free of errors, viruses or other harmful components, and that any of the foregoing defects will be corrected. Knteer Solution Private Limited’s services and the Site and any data, information, third party software, Reference Sites, or Software made available in conjunction with or through its services and the Site are provided on an “as is” and “as available”, “with all faults” basis and without warranties or representations of any kind either express or implied. Knteer Solution Private Limitedand its third-party suppliers, licensors, and partners do not warrant or make any representations regarding the use or the results of the use of Knteer Solution Private Limited’s services, the Site or any Reference Sites in terms of correctness, accuracy, reliability, or otherwise.

1.12 INTELLECTUAL PROPERTY.

A. Knteer Solution Private Limitedservices and the Site are owned and operated by The Simple Pay Platform and/or third-party licensors. The visual interfaces, graphics, design, compilation, information, computer code (including source code and object code), products, software, services, and all other elements of Knteer Solution Private Limited’s services and the Site provided byKnteer Solution Private Limited (the “Materials”) are protected by Applicable Law. As between User and Knteer Solution Private Limited, all Materials and Knteer Solution Private Limited’s Intellectual Property are the property of Knteer Solution Private Limitedand/or third-party licensors or suppliers. User agrees not to remove, obscure, or alter Knteer Solution Private Limitedor any third party's copyright, patent, trademark, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through Knteer Solution Private Limited’s services. Except as expressly authorized by Knteer Solution Private Limited, the User agrees not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials or Knteer Solution Private LimitedIntellectual Property. Parties do not accrue any rights or interest in the other Party’s Intellectual Property and use of any Intellectual Property by either User or Knteer Solution Private Limitedshall be strictly in for the fulfilment of and in compliance with the terms of the agreement between such User and Knteer Solution Private LimitedThe concerned User agrees to perform such acts and execute such documents as may be reasonably necessary to perfect the foregoing rights.

B. The User undertakes that:

i. they shall use the Intellectual Property solely for discharge of their duties under the Applicable Agreement,

ii. they shall use Intellectual Property of other party only in the form and manner stipulated by such other party

iii. they shall seek prior written consent from other party for use of such party’s Intellectual Property which is not previously provided for by such Party,

iv. they shall bring to other party’s notice all cases concerning such party’s Intellectual Property’s (a) infringement, (b) passing off, (c) registration, or (d) attempted registration,

v. they shall render to other party all assistance in connection with any matter pertaining to the protection of such party’s Intellectual Property whether in courts, before administrative agencies, or otherwise,

vi. they shall refrain from taking any action which shall or may impair other party’s right, title or interest in the Intellectual Property, or create any right, title or interest therein or thereto, adverse to that of the other party,

vii. they shall not use or permit to be used the Intellectual Property by any unauthorized person, and

viii. they shall not misuse the Intellectual Property or use it together with any other mark or marks.

1.13 CONFIDENTIALITY.

a. The User shall keep Confidential Information as confidential. The User confirms that it shall protect Confidential Information with such security, confidentiality and degree of utmost care as it would prudently apply to its own confidential information and use it solely in connection with the transaction to which the Confidential Information relates. The User acknowledges and agrees that it is aware of the sensitivity & secrecy involved in keeping the customer data/information and transaction records and shall ensure that neither the User nor their employees, directors etc.

i. which is already in the possession of the receiving Party and not subject to any other duty of confidentiality,

ii. that is at the date hereof, or subsequently becomes, public otherwise than by reason of a breach by the receiving Party of these Terms of Use,

iii. Information that becomes legally available to the receiving Party and/or its affiliates or professional advisors on a non-confidential basis from any third party, the disclosure of which does not, to the knowledge of that Party, violate any contractual or legal obligation which such third party has to the other Party with respect to such information, and

iv. Information that is independently acquired or developed by the receiving Party and/or its affiliates or professional advisors.

b. The User hereby agrees that it shall not disclose any Confidential Information received by it without the prior written consent of the Company to any third party at any time. Provided however, that either Party may make the following disclosures for which no consent shall be required from the other Party:

i. Disclosures to its legal and other professional advisers, instructed by it that it reasonably determines need to receive the Confidential Information; or

ii. Disclosures to its directors, officers, employees, affiliates/subsidiaries/group/holding companies, third party service providers and any employees thereof that it reasonable determines need to receive the Confidential Information;

iii. Disclosures to any person to whom it is required by law or any applicable regulatory, supervisory, judicial or governmental order, to disclose such information, or at the request of any regulatory or supervisory or judicial or government authority.

1.14 GOVERNING LAW. This Terms of Use shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law provisions and the exclusive jurisdiction of competent courts in New Delhi, India.

1.15 FORCE MAJEURE.Knteer Solution Private Limitedshall not be liable for failure to perform its obligations under these Terms of Use to the extent such failure is due to causes beyond its reasonable control. In the event of a force majeure, the Company if unable to perform shall notify the User in writing of the events creating the force majeure and the performance obligations of the Company will be extended by a period of time equal to the length of the delay caused by force majeure; provided that if any such delay exceeds ninety days, then following such ninety day period, either Party hereto may terminate the unperformed portions of these Terms of Use on ten days prior written notice to the other Party. For the purposes of these Terms of Use, force majeure events shall include, but not be limited to, acts of God, failures or disruptions, orders or restrictions, war or warlike conditions, hostilities, sanctions, mobilizations, blockades, embargoes, detentions, revolutions, riots, looting, strikes, stoppages of labor, lockouts or other labor troubles, earthquakes, fires or accidents and epidemics

1.16 MISCELLANEOUS,

a. SEVERABILITY. If any provision of this Terms of Use is held to be unlawful, void, invalid or otherwise unenforceable, then that provision will be limited or eliminated from this Terms of Use to the minimum extent required, and the remaining provisions will remain valid and enforceable.

b. ASSIGNMENT. These Terms of Use and any rights granted hereunder, shall not be assignable by the User, but may be assigned by Knteer Solution Private Limitedwithout restriction. Any assignment attempted to be made in violation of this provision shall be void and of no effect.

c. NOTICE. Knteer Solution Private Limitedmay provide Users with notices and communications by email, regular mail, or posts on the The Simple Pay website, www.tsp.thesimple pay.com or by any other reasonable means. Except as otherwise set forth herein, notice to Knteer Solution Private Limitedmust be sent by courier or registered post to the Legal Department, Knteer Solution Private LimitedD-362, West Vinod Nagar, Delhi - 110092 (INDIA)

d. WAIVER. The failure of Knteer Solution Private Limitedto exercise or enforce any right or provision of these Terms of Use will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms of Use will be effective only if in writing and signed by Knteer Solution Private Limited.

e. RELATIONSHIP BETWEEN THE PARTIES. The Terms of Use are not intended by the Parties to constitute or create a joint venture, pooling arrangement, partnership, agency or formal business organization of any kind. Knteer Solution Private Limitedand the User shall be independent contractors with each other for all purposes at all times and neither Party shall act as or hold itself out as an agent or representative of the other Party nor shall create or attempt to create liabilities for the other Party by acting or holding itself out as such.

GRIEVANCE REDRESSAL: Any complaint, dispute, grievance can be addressed to Knteer Solution Private Limitedthrough its Customer Service in accordance with its Grievance Policy.

Agreed to Below Terms:

1. The Company is engaged in the business of providing digital financial solutions such as facilitation of digital financial services provided by various service providers including but not limited to financial inclusion services in partnership with banks as business correspondent, distribution of payments and financial products and services including loans, insurance products, providers of m-commerce and e-commerce information technology enabled services, issuance and sales of wallets and prepaid cards and non-financial nature products and services through its platform.
2. The Agent/Merchant has appropriate infrastructure and expertise in providing various support Services in connection with increasing outreach operations of the Company and ensuring greater financial inclusion within the area(s) allotted.
3. The Company and the AGENT/MERCHANT shall hereinafter collectively be referred to as the "Parties and individually as the "Party".
4. The Company has agreed to appoint the AGENT/MERCHANT in accordance with the terms and conditions as contemplated herein.

NOW THEREFORE, in consideration of the forgoing, the Parties entering into this Agreement and other good and valid consideration, the receipt and adequacy of which are hereby expressly acknowledged, the Parties hereby agree as follows:

1. Definitions

   Terms and expression used in this Agreement shall, unless specifically stated otherwise, have the following meaning:

   1. "APPLICABLE LAW"

      It shall mean any statute, law, regulation, ordinance, rule, judgment, decree, by-law or approval, order or judgment of any competent authority, notification, rule of common law, governmental approval, directive, guideline policy, requirement or other governmental restriction, or any similar form of decision of or determination by, or any interpretation, policy or administration, having the force of law of any of the foregoing, by any Governmental Authority having jurisdiction over the matter in question, whether in effect as of the date of this Agreement or thereafter.

   2. "CONFIDENTIAL INFORMATION"

      It means any information disclosed by the Company to the AGENT/MERCHANT , either directly or indirectly, in writing, orally or by inspection of tangible objects (including, without limitation, documents, prototypes, samples, plant and equipment), which is designated as "Confidential", "Proprietary or with some similar designation. Information communicated orally shall also be considered "Confidential" Information. Confidential Information may also include information disclosed to a disclosing party by third parties.

      Confidential information shall not, however, include any information

      1. which was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party;

      2. becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through to action or action of the disclosing party;

      3. is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party's files and records immediately prior to the time of disclosure;

      4. is obtained by the receiving party from a third party without a breach of such third party's obligations of confidentiality;

      5. is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, as shown by documents and other competent evidence in the receiving party's possession; or

      6. is required by law to be disclosed by the receiving party, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.

   3. "BUSINESS DAY"

      It means any day (other than a Saturday, Sunday and public holidays as defined under Section 25 of the Negotiable Instruments Act, 1881) on which banks are open for general business in such States where the AGENT/MERCHANT provides services to the Agents/Customers;

      1. "AGENT"

         It shall mean (i) existing/ prospective agents of the Company mapped under the AGENT/MERCHANT and (ii) a person identified by the AGENT/MERCHANT and communicated to the Company, including but not li the prospective agents of the Company for availing the various specified Services

      2. "CUSTOMER"

         It shall mean any walk-in or existing customers of the Agents including but not limited to the prospective customers for availing the various specified Services of the Company.

      3. "GEOGRAPHICAL LOCATION"

         It means the area of land where the AGENT/MERCHANT shall operate and provide Services.

      4. "GOVERNMENTAL AUTHORITY"

         It shall mean any: (i) nation, state, city, town, village, district or other jurisdiction; (ii) central, state, local, municipal, foreign or other government or political subdivision; (iii) governmental or quasi-governmental authority of any nature (including any agency, branch, department, board, commission, court, tribunal or other entity exercising governmental or quasi-governmental powers): (iv) any judicial or quasi-judicial authority or quasi-judicial person; (v) multinational organization or body; (vi) body exercising, or entitled or purporting to exercise, any administrative, executive, judicial. Legislative, police, regulatory or taxing authority or power, or (vii) any official of any of the foregoing.

      5. "SERVICES"

         It means services offered by the AGENT/MERCHANT and such other related services including but not limited to loading of virtual money in e-wallet of the AGENT/MERCHANT upon receipt of request from the AGENT/MERCHANT , augmentation of the Company's business network, expansion of the Company's business and other services to be provided as per the underlying transaction under this Agreement.

2. INTERPRETATION

   1. In this Deed, unless the context otherwise requires Terms defined in this Deed by reference to any other agreement, document or instrument shall have the meanings assigned to them in such agreement, document, or instrument.

   2. A reference to this Deed or any other document is a reference to this Deed or other document as amended, replaced, novated, or supplemented.

   3. Captions and headings are for convenience of reference only and shall not be used to construe or interpret this Agreement.

   4. Use of words in the singular or plural, or with a particular gender, shall not limit the scope or exclude the application of any provisions of this Agreement to any person or persons or circumstances except as the context otherwise permits.

   5. Terms "hereof", "herein", "hereto", "hereunder" or similar expressions used in this Agreement mean and refer to this Agreement and not to any particular clause of this Agreement. The term "clause" means and refers to the clause of this Agreement so specified.

   6. Reference to any legislation or law or to any provisions thereof shall include references to any such law as it may, after the date hereof, from time to time, be amended, supplemented or re-enacted, and any reference to a statutory provision shall include any sub-ordinate legislation made from time to time under that provision;

   7. Reference to the word "include" or "including" shall be construed without limitation.

   8. The Annexures and Schedules annexed here to shall be treated as an integral part of this Agreement.

   9. "Necessary" or "material” or “required” or “applicable” or “relevant”, if any, in relation to any particular item or occurrence or any Person or in any other context shall be determined by the Company, at its sole discretion.

   10. Words and abbreviations, which have well known technical or at its sole discretion trade/commercial meanings, are used in the Deed in accordance with such meanings.

   SCOPE

   1. The Company hereby appoints AGENT/MERCHANT as its non-exclusive AGENT/MERCHANT on a principal-to- principal basis for the Services in the Geographical Location, and the AGENT/MERCHANT hereby accepts such appointments. The AGENT/MERCHANT shall solicit Agents/Customers for the Services in the Geographical Location in accordance with the terms of this Agreement. The AGENT/MERCHANT shall not have the authority to make any commitments whatsoever on behalf of the Company.

   2. The nature of Services involved shall vary based on the type of services offered by the AGENT/MERCHANT as mutually agreed hereof. The AGENT/MERCHANT being authorized service provider to KSPL would be required to adhere to the guidelines policies as prescribed and communicated by KSPL for undertaking the specified Services and the Applicable Laws. Further, the activities to be undertaken by the AGENT/MERCHANT shall be within the normal course of KSPL's banking business correspondent services which shall be conducted through the AGENT/MERCHANT.

   3. The AGENT/MERCHANT shall not be required to undertake any activity for KSPL which violates any provision of the Applicable Laws with regard to the AGENT/MERCHANT or which has not been expressly authorized by KSPL.

   4. KSPL reserves right to change/modify process and the AGENT/MERCHANT shall be bound to abide by such modified/changed process and perform its obligation in accordance with such modified process.

3. FEES AND PAYMENT TERMS
   1. In consideration of the Services, the AGENT/MERCHANT shall be entitled to a commission, as agreed by the Company and the AGENT/MERCHANT .
   2. The payment terms shall be defined by the Company from time to time. The payment to be made to AGENT/MERCHANT shall be paid after deducting applicable tax at source (TDS). The AGENT/MERCHANT shall be responsible for their GST payments.
   3. The AGENT/MERCHANT shall be solely responsible for the payment of taxes, duties, expenses or charges incurred to render the Services.
   4. The AGENT/MERCHANT hereby warrants that with the implementation of the goods and service tax (GST) in India, the AGENT/MERCHANT shall comply with the GST terms as specified under Clause 14 of this Agreement.
   5. The fund transfer fees and commission will work in Principal to AGENT/MERCHANT mode where the service fee for the transaction will be charged from the Customer (through the AGENT/MERCHANT /Agent).
   6. The service fee must be charged from the Customer as per the transferring banks guidelines & slabs which can be found on the AGENT/MERCHANT dashboard and the AGENT/MERCHANT will collect this fee from Agent/Customer
   7. The commission would be settled and distributed to the AGENT/MERCHANT as per the Company's policy and statutory taxes such as TDS will be appropriately deducted for any commission paid to the AGENT/MERCHANT

4. RESPONSIBILITES OF THE CNF/ AGENT/MERCHANT /RETAILER

   1. The AGENT/MERCHANT shall:

      • provide monthly, quarterly business projections and revenue generation strategies to the Company,
      • use the marketing collaterals provide by the Company only for the purpose of this Agreement,
      • not to use any marketing collaterals of his/her own purpose unless it has been specifically approved by the Company,
      • work in line with the requirements of the Company, not market or sell any same or similar services as provided by the Company during the subsistence of this Agreement,
      • not guarantee any benefits, assurances, guarantees, other services which are not included in the services provided by the Company,
      • not run any scheme, offer, discount, package without prior permission of the Company
      • grow and expand the distribution network of the Company by adding more the AGENT/MERCHANT
      • not use, misrepresent, defame, abuse or create any similar brand name as of the Company
      • work in the best interests of the Company,
      • carry out all obligations and responsibilities mentioned under Annexure-A hereof.

   2. The AGENT/MERCHANT shall ensure that his Agent(s) so not promote, market, advertise the Company to any third party without seeking prior approval of the AGENT/MERCHANT , and the AGENT/MERCHANT shall give prior intimation of the same to the Company.

   3. Any warranty provided by the AGENT/MERCHANT or by the Retailer and which is not accepted by the Company, shall be the sole responsibility of the AGENT/MERCHANT .

   4. The CNF/ AGENT/MERCHANT and Retailer shall duly verify the identity of each Customer before registration of such Customer, as per the applicable law including any directions/guidelines of concerned government authority or Reserve Bank of India (“RBI”) and also ensure to maintain the records for the transaction made In case of failure, the CNF/ AGENT/MERCHANT /RETAILER shall be solely responsible for both CNF/ AGENT/MERCHANT /RETAILER and/or Retailer’s acts.

   5. The CNF/ AGENT/MERCHANT and Retailer shall not register any Customer or provide the domestic money transfer facility to any Customer without duly verifying the identity of the Customer, as per applicable law. In case of failure, the AGENT/MERCHANT shall be solely responsible for both AGENT/MERCHANT and/or Retailer’s acts.

   6. That the AGENT/MERCHANT understands and ensures that the Retailer understands that the verification of the Customer is necessary for the purposes of Domestic Money Transfer Guidelines issued by RBI and that non- verification/improper verification of any Customer by the CNF/ AGENT/MERCHANT /RETAILER amounts to breach of applicable law including the RBI Guidelines. All necessary legal action/retribution (including penalties) can be taken against the AGENT/MERCHANT by appropriate statutory/regulatory authority (including bank) in case it or the retailer fails to comply with the verification mandate.

   7. That the AGENT/MERCHANT understands and ensures that the Retailer understands that non- verification/improper verification of any Customer by the AGENT/MERCHANT also amounts to breach of the Agreement and consequences of breach of the Agreement as agreed between the parties in the Agreement including but not limited to provisions of Indemnity Clause shall apply in case the AGENT/MERCHANT and/or the Retailer fails to properly duly verify any Customer.

   8. That the AGENT/MERCHANT shall indemnify KNTEER SOLUTION PRIVATE LIMITED and hold KNTEER SOLUTION PRIVATE LIMITED harmless from and against any and all losses, liabilities, damages, claims, actions, costs and expenses transections etc. (including attorneys' fees) relating to, resulting directly or indirectly from or in any way arising out of any claim, suit or proceeding brought against KNTEER SOLUTION PRIVATE LIMITED due to non-verification/improper verification of the Customer by the Retailer including any penalty, fine or any charges imposed by any regulatory/statutory/governmental authority/bank on KNTEER SOLUTION PRIVATE LIMITED due to such non-verification/improper verification of Customer by the AGENT/MERCHANT and/or the Retailer.

   9. That the AGENT/MERCHANT shall promptly provide to KNTEER SOLUTION PRIVATE LIMITED any data/logs/record relating to the verification of a Customer, as and when required by KNTEER SOLUTION PRIVATE LIMITED /bank or any regulatory/statutory/governmental authority.

   10. The AGENT/MERCHANT shall ensure that the Retailers must comply all the guidelines given by the concerned government authority or Reserve Bank of India with respect to Domestic Money Transfer. In case of failure to comply any of these guidelines by the Distributor and Retailer, then the AGENT/MERCHANT shall be solely and absolutely responsible for the same.

   11. As per the concerned government authority or RBI Guidelines, the Distributor and Retailer cannot charge the higher commission rates than the rate of commission fixed by the RBI. The Retailer shall be bound to charge commission rates provided by the RBI. It shall be the duty of the AGENT/MERCHANT to ensure that Distributor and Retailers are well-known with the RBI Guidelines with respect to Domestic Money Transfer. The AGENT/MERCHANT shall be solely responsible for third party transaction if they accept the payment from third party payment in the form of NEFT, RTGS, Bank Transfer, IMPS, Virtual payment or via QR code and they are liable for penalties imposed by the legal authorities against the transaction in the case of fraud.

   12. The AGENT/MERCHANT shall be solely responsible for appointment of DISTRIBUTOR

   13. The AGENT/MERCHANT shall repay the amount received in advance in any form from the company within the time mutually agreed with the company in any consequence.

   14. The AGENT/MERCHANT shall maintain record of all retailers/sub-AGENT/MERCHANT s and shall produce as required by the company or any govt. authority when required. In case of any suspected and fraudulent payment pointed by any govt. authority, the AGENT/MERCHANT and his/her retailer shall held responsible for it.

   15. The Retailer shall maintain record of customers with identity proof and take photograph of customer in case of any service provided via our software portal such as DMT, Travel ticketing, AEPS, BBPS, QR SCAN, Credit Card Payment, Payment Gateway services, etc,.

   16. The Retailer must understand and ensures that the verification of the Remitter as well as customers details such as Aadhaar card or PAN card at their ends for DMR or Others Utilities service and ensure to maintain their records at their end.

   17. The Retailer is solely responsible for bypass the OTP verification of remitters at the time of DMR.

   If the Distributor and Retailer charges higher commission rates on Domestic Money Transfer than the prescribed limit or it fails to comply any of the other RBI Guidelines with respect to Domestic Money Transfer then the AGENT/MERCHANT shall be solely and absolutely responsible for the same.

5. REPRESENTATION AND WARRANTY

   1. The AGENT/MERCHANT represents and warrants to the Company that:

      • every delivery of Services will conform to the applicable specifications and descriptions and as per stated laws by concerned authority,
      • it shall not undertake any activity while providing Services which is infringing any third-party rights including IPRS.
      • it has obtained all licenses, approvals, permissions required for supply of Services, the AGENT/MERCHANT has the competence and power to execute this Agreement,
      • this Agreement constitutes a legal, valid and binding obligations of the AGENT/MERCHANT enforceable in accordance with its terms and the AGENT/MERCHANT has taken the necessary actions to make it legal, valid, binding and enforceable against it; and
      • the entry into and performance of this Agreement does not conflict with any Applicable Laws.

   2. Each Party represents and warrants that this Agreement shall constitute a legal, valid and binding obligation when executed and delivered.
   3. Each Party represents that the person signing has the requisite authority to sign this Agreement on their behalf and to bind the respective Parties.

6. TERM AND TERMINATION

   This Agreement may be terminated by the Company with or without cause upon fifteen (15) days written notice if not replied in written. In case of termination of this Agreement for whatsoever reason AGENT/MERCHANT shall not be entitled for any compensation.

7. CONFIDENTIALITY
   1. The AGENT/MERCHANT shall treat the details of this Agreement and Company's operations and affairs as private and confidential, save in so far as may be necessary for the purpose of the Agreement, and shall not save or publish or disclose the same to any third party. Access to Confidential Information to any person shall be on a request basis only.
   2. The AGENT/MERCHANT shall not save all Confidential Information, including any whole or partial copies thereof, the AGENT/MERCHANT will immediately delete data upon successful submission to the Company.
   3. The AGENT/MERCHANT understands and acknowledges that Confidential Information is the exclusive property of the Company, and the AGENT/MERCHANT shall not use Confidential Information in any other manner what so ever than as required to fulfill obligations under this Agreement or any other statutory obligations.
   4. The AGENT/MERCHANT shall not use the Confidential Information for self or any third-party's commercial harnessing.

8. LIABILITY LIMITATIONS
   1. Notwithstanding any other term of this Agreement to the contrary, in no event shall the Company be liable to the AGENT/MERCHANT or any third party for any direct, indirect, special, incidental, consequential, punitive, or exemplary damages or loss of any kind (including but not limited to loss of profit, loss of revenues and the like) howsoever caused, in connection with the services whether arising out of contract or (including without limitation negligence).
   2. The Company strictly prohibits the use of this platform by AGENT/MERCHANT /Agent for carrying-out/ undertaking/channelizing any illegal transaction / activity like hawala, money laundering. etc. Distributer/Agent will be solely responsible/ accountable / answerable for any transactions suspected as illegal by any Government Authority/Agency undertaken through him/her without any recourse against the Company. It will be the sole responsibility of the Distributer/Agent to carry out due diligence of his/her customer(s) through a proper Know Your Customer (KYC) process before undertaking a transaction with him/her.

9. OBLIGATIONS OF AGENT/MERCHANT :

   The AGENT/MERCHANT shall not in any way alter the nature, quality or composition of the Product and shall not make any false or misleading representations in respect of the Product. The AGENT/MERCHANT is allowed to store and transport the Product in a manner at its sole discretion.

   The Business Associate or Super Distributor shall have the following obligations:

   1. to act, as per directions, instructions, criteria and guidelines provided by KSPL, from time to time.
   2. to act, as per directions, instructions, criteria and guidelines provided by KSPL, from time to time.
   3. to ensure that the Merchants shall collect KYC details as per the RBI guidelines on KYC for every Customer before registering and keeping the records for any verification by the KSPL/Bank/RBI or any statutory authority.
   4. to coordinate with Merchants as per directions, instructions, and guidelines of KSPL from time to time, to ensure that the Merchants are in full compliance with the terms and conditions, as required for accessing the Services facilitated by KSPL and providing the same to its Customers. Business Associate shall be responsible in resolving (a) the complaints against the Merchants arising on any account whatsoever and (b) the disputes, if any between Business Associate and Merchants. Business Associate acknowledges that KSPL shall not be liable and responsible in any manner whatsoever for any dispute or issue arising between Business Associate and the Merchant.
   5. to coordinate with Merchants on regular basis for the purpose of ensuring safety and security of Transactions and all data pertaining to such Transactions and Customers.
   6. to fulfil its obligations in a prompt, ethical and professional manner.
   7. to procure that the Merchants do not charge any service charge/fee from the Customers apart from the service charge/fees that is prescribed by KSPL/Bank or the Government from time to time and shall display such service charge at its point of sale.
   8. to bear all costs and expenses for establishing and maintaining the network link between KSPL and Business Associate for the Services.
   9. to ensure availability of the required infrastructure, system, hardware, software, network, scanners and other devices, as required for the provisioning of the Services at all outlets of Merchants.
   10. to promptly notify KSPL, in the event there is an error in the Business Associate’s connection with KSPL or the Business Associate/Merchants are unable to process the Transactions for any other reason whatsoever.
   11. to comply with all Applicable Laws and to ensure that the Merchants are in full compliance with Applicable Laws , directions, instructions and guidelines provided by KSPL, from time to time. code of conduct/fair practice code prescribed by any law or authority or association, extant policies and guidelines as specified by the Bank and /or any authorities, from time to time and shall provide all information and records of the transactions to the KSPL/Bank as and when required by KSPL/Bank;
   12. to provide full cooperation to the KSPL and maintain and preserve, and procure the Merchants to maintain and preserve, such information, logs, records, books and documents in consonance with the Applicable Laws and any statutory guidelines relating to anti-money laundering and combating financial terrorism, pertaining to their activities in relation to the Services for such period and in such manner as may be specified by KSPL or RBI or Bank or National Payment Corporation of India (NPCI) or any other competent statutory authority from time to time and which shall be available for inspection and audit along with supply of extracts thereof, as and when required either by KSPL or RBI or Bank or NPCI or other competent statutory authorities. Further, Business Associate shall submit periodic reports, statements, certificates and such other documents as may be required by KSPL/RBI/Bank/ NPCI and/or other competent statutory authorities.
   13. to ensure that it shall not compromise the integrity and robustness of the systems, network, connectivity, Terminal and any hardware, software and equipments/devices used in the provisioning of the Services whether belonging to any statutory authority or KSPL or the Business Associate or the Merchants or any third party. Business Associate shall be solely responsible for ensuring that same shall, at all times, be free from all malware, viruses, black boxes, trapdoors, trojan-horses etc.
   14. to provide promptly, such details and records of Merchants to KSPL as stipulated from time to time by KSPL including but not limited to details pertaining to complete chain of Transactions.
   15. to disclose, forthwith, instances of security breaches, if any, as soon as the same comes to its notice.
   16. not to sell, redistribute, reproduce, modify, decompile, disassemble or reverse engineer any part or portion of the Terminal; and not to use the same for any purpose that violates the Applicable Laws.
   17. not to permit any third party to use the Terminal and Terminal-related content for any purpose other than in accordance with this Agreement.
   18. to ensure that Merchants do not offer the Services at a price higher than the maximum price or value of the Service as stipulated

   KSPL, RBI, Bank, National Payments Corporations of India and any competent statutory authority shall be entitled to conduct audits and inspection on the Business Associate and the Merchants periodically, in respect of matters pertaining to or arising out of the provisioning of the Services, whether by its internal or external auditors or by agents appointed to act on its behalf and Business Associate shall comply with such audit requirement as may be framed for the purpose of such audit. In addition to the right to inspect and audit, KSPL/RBI / NPCI shall also have the right to call for any information pertaining to the Business Associate’s operations and business records, as they in their absolute discretion deem to be relevant to the Services and financial arrangement, as set forth in this Agreement. The Business Associate shall produce such information within such time as may be required.

   1. The Business Associate shall ensure that KSPL is promptly informed about any action, legal proceeding, etc., initiated against the Business Associate in respect of any material breach or non-compliance by it, of any Applicable Law under the arrangement in this Agreement.
   2. The Business Associate shall also co-operate in good faith to correct any practice which are found to be deficient during the audit and inspection, within a reasonable time after receipt of audit report from KSPL/RBI/Bank/ NPCI, as the case may be.
   3. KSPL/RBI/ Bank/NPCI shall be entitled to review the security practices and control processes of the Business Associate periodically and require the Business Associate to forthwith disclose security breaches that comes to its knowledge.
   4. The Business Associate agrees that KSPL shall be entitled to take all appropriate action(s) against Business Associate and/or Merchants for breach of this Agreement including without limitation, the breach in terms of charging/overcharging from the Merchant and/or any service be taken by the Customers. Such action(s) may include, inter alia, the imposition of penalty of such sum as KSPL may decide at its sole discretion and termination of this Agreement. No service shall be charged from the Customers for providing the Services as mentioned in this Agreement.
   5. Business Associate acknowledges that in the event of instability of KSPL’s system or an emergency, KSPL may, upon written notice to the Business Associate, temporarily suspend the access to the Services and Terminal, under this Agreement.
   6. Business Associate acknowledges that KSPL officials shall have the right to undertake a visit to Business Associate and Merchants on-boarded by it to satisfy itself about the authenticity and credibility of the information provided by the Merchant to be on-boarded.
   7. Business Associate and its Merchants shall discharge their fiduciary obligations with respect to providing the Services to the Customers promptly and without fail. It and its Merchants shall have in place suitable arrangement, processes and risk control mechanism to ensure that there is no default or delay in effective delivery of Services to the Customers.
   8. Business Associate shall ensure to have the requisite infrastructure for protecting the privacy and confidentiality of sensitive Customers’ data (bank details, passwords, card details, PIN etc.) in compliance with the industry standards as applicable and provisions of the Information Technology Act (as amended from time to time). It shall ensure that no such Customer data is misused by it or its Merchants.
   9. Business Associate shall not, use or permit the use by Merchants, of any advertising or promotional materials tending to mislead the public; or make any false or misleading representation with regard to the Services and Terminal.
   10. Business Associate shall ensure promotion of Services through posters, banners for public display and may also distribute promotional materials in the form of pamphlets, leaflets to the prospective individual Customers and may use other promotional ways. Business associate shall ensure that Merchants shall only use such posters, banners and materials which are approved by KSPL for the promotion of such Services.
   11. Business Associate and Merchants shall create awareness about the Services and shall take proactive steps to inform Customer on aspects like charges (as applicable), terms and conditions of Service offered and grievance redressal mechanism.
   12. Business Associate shall carry out all its obligations hereunder at its own cost and expenses and no reimbursement, whatsoever, shall be made by KSPL on any account, whatsoever except that are expressly mentioned herein the Agreement.
   13. Business Associate shall bear all costs associated with its processing of Customer the Service, which include:
   14. All costs associated with any risks including cash is lost or stolen etc. while at Business Associate/ Merchants’ location.
   15. Services shall be provided as per the details/information supplied by the Customer. All costs/loss/claim associated with carrying out a transaction with details different from those provided by the Customer, including but not limited to accidentally transferring excess money than actual cash received, or wrongly transferring money into a different account than intended;
   16. All costs associated with the risk of accepting counterfeit currency;
   17. Telecom expenses including internet charges for the transaction;
   18. Cost of any device(s), including but not limited to mobile phone as required for providing the Services.
   19. Business Associate shall maintain KSPL’s and the Bank’s brand image and comply with all direction and guidelines issued in respect of the brand and not do anything to tarnish, spoil or reduce the goodwill of KSPL and/or the Bank.
   20. Business Associate shall segregate and keep separately all information, documents and records pertaining to the Services, as also hold the same in trust.
   21. KSPL and/or the Bank shall at all times during the tenure of this Agreement, be entitled to monitor and assess the performance of the Services under this Agreement by Merchants/Business Associate.
   22. Business Associate on behalf of Distributors/ Retailers irrevocably authorizes KSPL and the Bank to include the name of Distributors/ Retailers in any catalogue, directly or any other promotional material as may be prepared or produced by KSPL and/or the Bank pertaining to provision of the Services through Distributors/ Retailers.
   23. Business Associate agrees to extend all reasonable and necessary assistance to KSPL, Bank, RBI and other law enforcing authorities in any fraud prevention, investigation or other process.
   24. The entire cash management activities in course of providing the Services shall be sole responsibility of Business Associate.
   25. Business Associate agrees to ensure that the Distributors/Retailers shall at all times adhere to daily transaction limit and cash requirements, if any, as specified by KSPL.
   26. Business Associate shall also maintain a report of all the transactions done on a daily basis. Business Associate shall provide all the necessary support in resolving any discrepancy that may arise between such report/transactions with that of physical copy of the receipts and the request forms.
   27. Business Associate shall, in the event of any customer service issue raised by the Customer, use all reasonable efforts to provide assistance to the Customer at first level. If it fails to resolve the issue despite its best efforts, then it shall be escalated to KSPL.
   28. The cash collected from the Customer should be acknowledged by issuing receipt which shall be generated as per the application provided.
   29. Business Associate agrees to ensure that all the transactions with the Customer shall be carried online and shall be accounted for and the Merchants shall not carry out any offline transactions.
   30. Business associate ensures that the Merchants shall treat all the Customers with dignity and respect which shall be non-discriminative, secular, non-exploitative and transparent. If any complaint arises from any Customer of the KSPL and/or the Bank against the Business Associate/ Merchants for having used coercive measures in the process and such complaint has proven to be true in a court of law or any other authority, KSPL and/or the Bank shall be entitled to recover from Business Associate/ Merchants, jointly or severally such damages or compensation that KSPL and/or the Bank may be constrained to pay as per any order and/or guidelines of RBI circulated from time to time and the decisions of courts, tribunals or statutory authorities in this regard.
   31. Business Associate shall promptly notify KSPL, in the event there is an error in KSPL’s connection with Business Associate or the Business Associate / Merchant are unable to process the transactions for any other reason whatsoever.
   32. it shall be solely liable and responsible for all its Merchants acts and omissions and consequences arising out of it.

10. INDEMNIFICATION
    1. The AGENT/MERCHANT shall defend, indemnify and hold harmless the Company, its affiliates and their employees, officers and directors, for and from and against any and all liabilities, suits, claims, actions, proceedings, losses, damages, judgements, expenses, taxes, duties and costs (including reasonable Attorney's fees) (each called 'a claim') including but not limited to a claim arising out of failure to comply with this Agreement or the Applicable Laws or arising out of performance of services or any misconduct or misuse of the powers, duties assigned to the AGENT/MERCHANT .
    2. The AGENT/MERCHANT shall indemnify and hold KSPL and all its financial partners, affiliates, officers, directors, employees, successors and assignees harmless against all Customers' claims, actions, demands, suits and proceedings and against all losses, expenses, costs, damages, charges, penalties due to any willful negligence, fraud, breach of the Applicable Laws or breach of any terms of this Agreement directly attributable to the AGENT/MERCHANT .
    3. Under no circumstances, whether based on contract, warranty, negligence, strict liability, or otherwise, shall KSPL or its and/or its subsidiaries/Affiliates be liable for any special, consequential, indirect, incidental or punitive damages of any kind or character, including but not limited to, loss of profits or revenues, loss of product, loss of use, cost of capital and the like, arisin g out of or related to any performance under are breach of this Agreement.
    4. This clause shall survive the termination of this Agreement and shall be valid for the claims or disputes which arose as a result of or pertaining to the duration hereof.
    5. In addition to any other rights or remedies which KSPL may have by reason of any such inconsistency, failure, breach, threatened breach or claim, the AGENT/MERCHANT will reimburse KSPL, KSPL. and/or its licensees, successors or assigns, on demand for any payment made at any time, in respect of any liability or claim in respect of which KSPL, KSPL and/or its licensees, successors or assigns are entitled to be indemnified hereunder.
    6. Relations between the Parties

    Subject to the terms and conditions of this Agreement, AGENT/MERCHANT is authorized to sell the Products purchased from the Company in such manner, at such prices and upon such terms, as AGENT/MERCHANT shall determine at its own discretion. AGENT/MERCHANT is and shall act as an independent contractor and nothing in the Agreement shall create or be deemed to create a partnership or relationship of principal/agent, employer/employee or joint-venture between the parties.

    AGENT/MERCHANT is not authorized to assume or create any obligation or responsibility, including, but not limited to, obligations based on warranties or guarantees or the contractual obligations, on behalf or in the name of the company.

11. Obligations of the Company

    The Company agrees to sell to the AGENT/MERCHANT at the prices set out , those quantities of the Product or services with respect of which written orders are placed by the AGENT/MERCHANT at the office of the Company or at such other place as from time to time may be mutually agreed upon by the Parties hereto.

12. PAYMENTS AND COMMERCIALS:
    1. The Products shall be sold to AGENT/MERCHANT at the prices set out in Exhibit B. The Company may anytime change the prices for the Products. The change, being an increase of the price, will first come into effect after having consulted the AGENT/MERCHANT in writing
    2. Orders sent by AGENT/MERCHANT to the Company before the written notice announcing the change in price has become effective, will be delivered and invoiced for the former price applicable.
    3. The Company will invoice all Products delivered in a particular month at the last day of that month. Invoice date will be the last of the month. Payment terms is same Working day. Payment is carried out by bank transfer to the account indicated by the Company.
    4. The terms and conditions relating to payments and commercials in respect of each of the Services are contained in respective schedules hereto as applicable to such Service.
    5. All payments to be made in terms of this Agreement will be subject to the deduction of tax at source, wherever applicable, as per the provisions of the Income Tax Act, 1961 or any amendments thereto.
    6. No payments, costs and expenses other than specifically mentioned in this Agreement would be borne by KSPL unless mutually agreed in writing in advance.
    7. The amount payable and the terms and conditions specified in this Agreement, may vary due to changing market dynamics and other considerations and therefore may be changed from time to time by KSPL at its discretion, without any reference to the Business Associate.
    8. Business Associate shall be responsible to provide all required documentation and perform all necessary compliances under the GST Act so as to make KSPL eligible to claim the input tax credit of GST. In case KSPL is unable to claim the input tax credit due to the reasons including but not limited to, Business Associate’s failure to declare the correct information regarding the invoice and tax paid and upload the same on GST portal, then the amount of tax pertaining to the GST paid by KSPL shall be refunded by the Business Associate or the said amount shall be recovered from the Business Associate, as the case may be.
    9. “GST Act”: means any Act imposing or relating to the imposition or administration of the tax levy by state or central government under State Goods & Services Act (SGST), Central Goods & Services Act (CGST), Integrated Goods & Services Act (IGST) and Union Territory Goods and Services Tax Act (UTGST) in India and regulations, rules made there under and as amended from time to time.
    10. Throughout the Term of this Agreement, Business Associate/ Merchants shall not approach the Bank directly for any discussions/matter in relation to the Commission or any other requirement. Business Associate/ Merchants shall address all the matters to KSPL only. Any breach of this clause will lead to immediate termination of this Agreement.
    11. This Agreement is subject to the Tax Laws and other legislations prevailing in India. In the event of any amendments, or change (prospective and retrospective) to any of the provisions of the Tax Laws and/or legislations and /or in the event any interpretation adopted by the KSPL is held contrary to the position adopted by the government authorities, impacting cash flows, charges, revenue and remuneration accruing from this Agreement, the KSPL reserves the right to revise any payment(s), charges, commission, fees, or the benefit(s) under this Agreement and/or modify the terms and conditions entailed in this Agreement. Any change, modification of any charges including Commission, or any benefit, by the KSPL shall not be disputed or contested by the Business Associate.

13. Delivery
    1. Delivery of the Services ordered shall be made from the Company to AGENT/MERCHANT on the date mentioned in the purchase order.
    2. The Products will be for risk of AGENT/MERCHANT from the moment that the Products are delivered to AGENT/MERCHANT .
    3. The sale and delivery of all Products to the AGENT/MERCHANT under this Agreement shall be subject to the conditions of sale and terms of payment of the AGENT/MERCHANT as advance, unless the specific issue is provided by in this Agreement in which case the provision in this Agreement will prevail.

14. Intellectual Property Rights

    The AGENT/MERCHANT shall only sell the Products under the name, trade mark and trade name used by the Company in connection with the Product, unless a third party is entitled to a trade name or trade mark within the Territory. The AGENT/MERCHANT shall refrain from any other use of the name, trade mark or trade name of the Company. The AGENT/MERCHANT shall further refrain from using any other name, trade mark or trade name on the Products and the packages thereof. The AGENT/MERCHANT shall not register or use trade names or trademarks or any other intellectual property rights for the Product without the written approval of the Company.

15. Labeling and Liability
    1. The Company will procure that the packaging of the Product contains all warnings and instructions regarding the safe use, transportation and storage of the Product as may be adequate or, as the case may be, compulsory in the Territory. The Company procures that it is fully informed about any specific requirements in that respect and any changes thereof in the Territory.
    2. The AGENT/MERCHANT warrants that any and all warnings and instructions printed on, attached to or accompanying the Product will remain legible and shall not be changed, covered or removed, in whole or in part, or in any other way may illegible.

16. Warranties; Limitation; Replacement
    1. The Company indemnifies the AGENT/MERCHANT against all claims of third parties based on incorrect information concerning the Products provided by the Company and against all claims of third parties based on any intellectual property right concerning the products.
    2. The Company warrants the AGENT/MERCHANT that the Product is produced and sold to AGENT/MERCHANT according to all applicable laws, including safety laws, in the Territory, included but not limited to regulations and laws on packaging, and is admittable for the purpose of use mentioned in this Agreement. The Company warrants that it will sell and deliver the products according to the description of the products as mentioned in Exhibit A.
    3. In case the products do not meet the specifications mentioned in aforementioned paragraph, AGENT/MERCHANT has to report this to the Company as soon as possible, but in any case, within 3 (three) weeks it has become aware of the shortage. The Company will at choice of the AGENT/MERCHANT replacement or repairs the defective Product or any part thereof, at no charge to the AGENT/MERCHANT . The AGENT/MERCHANT is entitled at his choice to revoke the sales contract with regard to a certain delivered defective Products or to reduce the purchase price therefore appropriately.
    4. The AGENT/MERCHANT must notify the Company of defective Products before returning defective Products or parts thereof for replacement.
    5. THE COMPANY SHALL ASSUME PRODUCT LIABILITY IN ACCORDANCE WITH APPLICABLELAW FOR ALL ITS SUPPLIES OF THE PRODUCT TO THE EXTENT ANY FAILURE OF ANYPRODUCTIS NOT CAUSED BY THE AGENT/MERCHANT .
    6. For the term of this Agreement and any applicable statutory period thereafter (or if no statutory regulation exists, for a reasonable period) the AGENT/MERCHANT agrees to and will secure by all reasonable measures, in particular by maintaining appropriate records, that the Products distributed by the AGENT/MERCHANT can be recalled (entirely or partially) at any time and within reasonable period in accordance with the applicable regulations in the Territory.

    IN CASE THAT THE COMPANY REASONABLY DEEMS A RECALL OF PRODUCTS OR SERVICES IN THETERRITORY SOLD BY THE COMPANY TO THE AGENT/MERCHANT NECESSARY, OR SHOULD ANY GOVERNMENTAL INSTITUTION ORDER ARE CALL OF THE PRODUCT IN THETERRITORY, THE AGENT/MERCHANT AGREES TO AND WILL CARRY OUT SUCH RECALL IN ITS OWN RESPONSIBILITY, IN ACCORDANCE WITH THE INSTRUCTIONS OF THE COMPANY, AND AT THE COMPANY´S OWN COSTS. IN FULFILLMENT OF ANY SUCH RECALL OBLIGATION PROVIDED FOR HEREIN, THE AGENT/MERCHANT AGREES TO HAVE ALL PRODUCTS WHICH ARESUBJECT TO SUCH RECALL RETURNED TO THE AGENT/MERCHANT , AND TO REIMBURSE TO THE CUSTOMERS FOR SUCH PRODUCTS WHICH ARE SUBJECT TO SUCH RECALL AND ARERETURNED TO AGENT/MERCHANT THE PRICES PAID BY THE CUSTOMER TO THE AGENT/MERCHANT FOR SUCH RECALLED PRODUCTS UPON DIRECTION FROM THE COMPANY.

    THE COMPANY WILL BEAR THE COSTS OF THE PRICES TO BE PAID TO THE CUSTOMERS. THE AGENT/MERCHANT WILL RETURN THERE CALLED PRODUCTST OF THE COMPANY AT THE COMPANY´S COSTS. THE COMPANY WILL REIMBURSE TO THE AGENT/MERCHANT THE PRICES PAID BY THE AGENT/MERCHANT TO THE COMPANY FOR THERE CALLED AND RETURNED PRODUCTS.

    The Company agrees, after carrying out of any recall as provided for herein, that The Company will confirm in writing that the AGENT/MERCHANT has completely and properly carried out any such recall.

    The regulations regarding the recall of Products in this section remain applicable also beyond the term of this Agreement.

17. Additional Products

    Additional products may be added or Products may be removed from the list of Products under this Agreement if and when the Parties as agree in writing.

18. Assignment

    Neither party shall be entitled to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other Party.

19. Duration
    1. The Agreement is concluded for an indefinite period of time.
    2. Either Party may terminate the Agreement in writing at any time during the terms of this Agreement, against the end of the calendar month, without stating any grounds, observing a notice period of 6 months.
    3. Notice shall be made by registered mail.

20. Termination

    The Agreement or any part thereof may be terminated:

    1. by either Party upon giving at least thirty (30) days prior written notice to the other Party, without assigning any reason thereof and without any liability to other Party, however both the Parties shall continue performing their respective liabilities and obligations during the notice period and thereafter, as applicable and required under this Agreement.
    2. by either Party by giving fifteen (15) days prior written notice to the other Party, if other Party (defaulting Party) is in breach of representation, warranty or obligation comprising the essence of this Agreement and fails to cure the breach within thirty (30) days from the receipt of a written request to cure such breach from the non-defaulting Party; or
    3. immediately, upon written notice by KSPL, if there is any material adverse change or any change in Applicable Law, rules, regulations, directives or guidelines or if there is any order or directions of the Court or Government/regulatory authority, which prevents the continuing of the arrangement under this Agreement or if the permission/approval of KSPL to facilitate the Services, given by any regulatory authority/Bank is revoked or terminated for any reason.
    4. immediately, upon written notice by either Party, if the other ceases or threatens to cease to carry on all or a substantial part of its business, or declared insolvent, or makes an assignment for the benefit of its creditors, or a receiver is appointed for its business, or an order is made for the winding (other than for the purposes of amalgamation or reconstruction).

    KSPL shall have the right, at its sole discretion, to terminate this Agreement and/or delist/ deactivate the Business Associate and/or the Merchants, immediately and without any notice and liability to KSPL, if in the opinion of KSPL, continuation of Business Associate in provisioning of the Services is not desirable or in case of occurrence of any of the following instances of commission or omission on the part of the Business Associate and/or Merchants, or occurrence of any of the following events, as the case may be:

    1. Violation of the Applicable Laws.
    2. Customer complaints including service fee and misconduct.
    3. Receipt of complaints and/or comm
    4. Frauds and negligence, etc.
    5. Any activity which compromises the integrity of the business of KSPL and systems deployed by KSPL for provisioning of the Services.
    6. Any activity which is harmful to the interest of KSPL or in any way dilutes the reputation of KSPL.
    7. Any breach of this Agreement which is not curable.
    8. Ineligibility to be appointed as Business Associate/Merchant due to any provision/stipulation by a statutory/regulatory authority.

21. Immediate Termination

    1. Either party shall have the right to terminate this Agreement with immediate effect if:

       1. the other Party is declared bankrupt or has been granted suspension of payment or if a petition requesting bankruptcy or suspension of payment is filed by or on behalf of the other Party;
       2. a liquidator, receiver, trustee or administrator is appointed for the other Party or its business;
       3. the other Party becomes insolvent or admits its inability to pay its debts as they fall due or commences negotiations with one or more of its creditors with the view to a general readjustment or rescheduling of all or part of its indebtedness;
       4. a substantial change in the ownership of the other Party or a merger or acquisition relating to the other Party's business activity occurs, which is in conflict with the interest of the terminating party;
       5. the other Party is in breach of any other provision of this Agreement and fails to remedy such breach within fourteen (14) days after notice of such breach and the request for the remedy thereof has been received by the other Party;

    2. The AGENT/MERCHANT shall have the right to terminate this Agreement with immediate effect if:

       1. The Company violates any of the obligations set out in Article 10 of this Agreement.
       2. The Company breaches the confidentiality as provided for in Article 17 of this Agreement.

22. General Consequences of Termination
    1. If notice of termination is given, the Company and the AGENT/MERCHANT shall each have, during the applicable notice period, the same rights, obligations and privileges under this Agreement in the same manner and to the same extent as in case such notice had not been given.
    2. After the termination of the Agreement the AGENT/MERCHANT shall refrain from any use of the name, trademarks and trade name of the Company and similar names, trademarks and trade names.

23. DATA Protection
    1. The Business Associate (and shall procure that the Merchantss shall) comply with all Data Protection Legislation and such compliance shall include, but not be limited to, maintaining a valid and up to date registration or notification (where applicable) under the Data Protection Legislation.
    2. For the purpose of this Agreement, “Data Protection Legislation” means the legislation and regulations relating to the protection of Personal Data and processing, storage, usage, collection and/or application of Personal Data or privacy of an individual including (without limitation):
       1. the Information Technology Act, 2000 (as amended from time to time), including the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 (“Privacy Rules”) and any other applicable rules framed thereunder;
       2. all other banking industry guidelines (whether statutory or non-statutory) or codes of conduct relating to the protection of Personal Data and processing, storage, usage, collection and/or application of Personal Data or privacy of an individual issued by any regulator to KSPL; and
       3. any other Applicable Law solely relating to the protection of Personal Data and processing, storage, usage, collection and/or application of Personal Data or privacy of an individual.
    3. “Personal Data” shall have the same meaning as ascribed to the term ‘Sensitive Personal Data or Information’ under the Privacy Rules (as amended from time to time).
    4. The Business Associate shall only undertake the processing of Personal Data: -
       1. reasonably required in connection with the performance of its obligations under this Agreement;
       2. in accordance with KSPL written instructions, and
       3. in accordance with Applicable Law.
    5. KSPL hereby instructs the Business Associate to take such steps in the processing of Personal Data on behalf of KSPL as are reasonably necessary for performance of its obligations under this Agreement.
    6. The Business Associate shall not process or transfer any Personal Data outside India without the prior written consent of KSPL.
    7. The Business Associate shall at all times have appropriate technical and organisational measures in place acceptable to KSPL:
       1. to prevent unauthorised or unlawful processing of any Personal Data;
       2. to protect any Personal Data against accidental loss, destruction or damage;
       3. to ensure the reliability of its employees/contractor having access to the Personal Data;
       4. on KSPL’s request, the Business Associate will:
          1. provide a detailed, written description of the measures undertaken by the Business Associate and the Business Associate’s compliance with those measures; and
          2. allow KSPL access to the Business Associate’s premises to inspect its procedures for the processing of Personal Data;
    8. If the Business Associate/Merchants receives a request from any person for access to Personal Data or any other request relating to KSPL ’s obligations under the Data Protection Legislation, or any complaint or allegation that KSPL is not complying with the Data Protection Legislation the Business Associate/Distributors/Retailer shall:
       1. immediately notify KSPL; and
       2. provide full co-operation and assistance to KSPL in relation to any such complaint or request including, without limitation:
          1. providing KSPL with full details of any such request;
          2. providing KSPL with any Personal Data it holds in relation to any person in a form specified by KSPL a within ten (10) days of receipt of the request from any person or as otherwise stipulated by KSPL; and
          3. comply with the data access request within the relevant timescales set out in the Data Protection Legislation and in accordance with explicit authorisation to do so from KSPL; and
          4. assist KSPL in taking any action that deems appropriate to deal with such complaint or allegation;
    9. The Business Associate/Merchants shall not sub-contract to any third party any of its obligations to process Personal Data on behalf of KSPL unless all of the following provisions of this Clause have first been complied with: -
       1. the Business Associate/Merchants has provided KSPL with such information as KSPL may require to ascertain that such sub-contractor has the ability to comply with the provisions of this Agreement; and
       2. the Business Associate/Merchants has obtained the prior written consent of KSPL; and
       3. the proposed sub-contractor has entered into a contract with KSPL on the same terms and conditions contained herein;
    10. Upon expiry or termination of this Agreement for any reason the Business Associate/ Merchants shall immediately return, or at KSPL’s option, destroy any Personal Data held by it or its Personnel or sub-contractors and issue a confirmation of compliance in this regard to KSPL.

24. Transaction Limits

    KSPL reserves the right to impose limits on the number of transaction or value of transactions, if any, for each Service which may be charged on a Customer, and reserves the right to refuse to transfer money in respect of transactions exceeding such limit with due notice and information to Business Associate. KSPL, also reserves the right to refuse to transfer money in respect of transactions from Customers with a prior history of non-payments, questionable charges and any litigation arisen from similar services provided by KSPL to the Customers before and KSPL shall notify Business Associate accordingly.

25. Notices

    Any notice or other communication under or in connection with the Agreement shall be in writing in the English language and shall be delivered personally or by registered mail, telex, telefax, or cable transmission to the respective addresses, telex or fax numbers as a party may have notified to the other party in accordance with this article.

    • All notice or communication to the Company shall, as long as the Company has not given any other address to the CNF/ AGENT/MERCHANT /RETAILER, be sent to the following address: D-362 West Vinod Nagar Delhi-110092.
    • Any and all notices or communications to the AGENT/MERCHANT shall, as long as the AGENT/MERCHANT has not given any address to the Company.

26. Confidentiality and good faith

    Confidential information is information remarked by a Party as confidential information but also includes information of which a Party should have known that it concerns confidential information. The content of this Agreement as well as the AGENT/MERCHANT s know how on sales in the Territory (customers, contact persons etc.) is also confidential information. Each Party agrees that during the term and after termination of this Agreement, all disclosures of information to the Company or AGENT/MERCHANT as the case may be, its agents and employees shall be held in strict confidence by such receiving Party, its agents and employees. Such receiving Party shall disclose confidential information only to those of its agents and employees to whom it is necessary in order properly to carry out their duties as limited by the terms and conditions hereof. During and after the term of this Agreement, the receiving Party shall not use confidential information except for the purposes of exercising its rights and carrying out its duties hereunder. AGENT/MERCHANT may only share confidential information with its agents or sales representatives to assist in the compliance with this Agreement.

27. Waivers

    It is agreed that failure of either Party at any time to enforce any provision of this Agreement shall in no way affect the right to require performance of such provision thereafter. The waiver of breach of any provision of this Agreement shall not mean a waiver of any succeeding breach of such provision or waiver of the provision itself.

28. Information

    The AGENT/MERCHANT will advise the Company in writing about any changes in such law or regulations that might affect this Agreement.

29. Entire Agreement
    1. The Agreement constitutes the entire agreement between the parties on the subject of the Agreement, and the Agreement with the Exhibits attached thereto supersedes and cancels any previous agreements between the Parties on the subject of the Agreement, such cancellation being made without waiver of any right or liabilities accrued prior to such effective date by either party under such Agreements.
    2. The Agreement can only be amended or supplemented by means of a written document signed by both parties.

30. Invalidity of any Provision

    If any provision of the Agreement and/or the Exhibits attached thereto becomes invalid ,illegal or unenforceable in any respect under any law, the parties shall consult with each other in good faith, in order to replace any such provision as aforesaid by a mutually acceptable provision which is valid, legal and enforceable and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

31. Applicable Law and Jurisdiction
    1. The Agreement and all agreements resulting there from shall be governed exclusively by the laws of India.
    2. Any and all disputes arising from or in connection with the Agreement or further Agreements resulting there from shall be brought exclusively before the competent court of India.

32. Prohibited Transactions – The below transactions are prohibited from our platform and Super Distributor need to ensure that it should not be done at any cost else the responsibility and accountability lies with the super distributor and the company can take necessary actions against the Agent/Merchant.

    1. Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services
    2. Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services
    3. Alcohol which includes Alcohol or alcoholic beverages such as beer, liquor, wine, or champagne
    4. Body parts which includes organs or other body parts
    5. Bulk marketing tools which includes email lists, software, or other products enabling unsolicited email messages (spam)
    6. Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free
    7. Child pornography which includes pornographic materials involving minors
    8. Copyright unlocking devices which includes Mod chips or other devices designed to circumvent copyright protection
    9. Copyrighted media which includes unauthorized copies of books, music, movies, and other licensed or protected materials; Copyright infringing merchandise
    10. Products labelled as "tester," "not for retail sale," or "not intended for resale"
    11. Copyrighted software which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software
    12. Counterfeit and unauthorized goods which includes replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorized goods
    13. Products that have been altered to change the product's performance, safety specifications, or indications of use
    14. Drugs and drug paraphernalia which includes hallucinogenic substances, illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms
    15. Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items
    16. Endangered species which includes plants, animals or other organisms (including product derivatives) in danger of extinction
    17. Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles
    18. Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, websites, or other protected property
    19. Illegal goods which includes materials, products, or information promoting illegal goods or enabling illegal acts
    20. Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health fixes
    21. Offensive goods which includes literature, products or other materials that: a) Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors b) Encourage or incite violent acts c) Promote intolerance or hatred
    22. Offensive goods, crime which includes crime scene photos or items, such as personal belongings,associated with criminals
    23. Pyrotechnic devices (apart from the ones mentioned in the restricted category), hazardous materials and radioactive materials and substances
    24. Tobacco and cigarettes which includes cigars, chewing tobacco, and related products. Electronic cigarettes (e-cigarettes)
    25. Traffic devices which includes radar detectors/jammers, license plate covers, traffic signal changers, and related products
    26. Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments
    27. Matrix sites or sites using matrix scheme approach/Ponzi/Pyramid schemes
    28. Work-at-home information
    29. Any product or service which is not in compliance with all applicable laws and regulations whether federal, state, local or international including the laws of India
    30. BPO services
    31. urgical products on B2C model
    32. Immigration services (Does not include Consultation)
    33. loose diamonds
    34. Guaranteed Employment Services
    35. Religious products which are making false claims or hurting someone's religious feelings
    36. Adoption agencies or Pawnshop
    37. esoteric pages, Psychic consultations
    38. Telemarketing (Calling list, selling by phone for example travel service, overall sales)
    39. Credit Counselling/Credit Repair Services
    40. Get Rich Businesses
    41. Bankruptcy Services
    42. Websites depicting violence and extreme sexual violence
    43. Bestiality
    44. Fireworks