o THIS DOCUMENT IS AN ELECTRONIC
RECORD IN TERMS OF THE INFORMATION TECHNOLOGY, ACT, 2000 AND RULES MADE
THEREUNDER. THIS ELECTRONIC RECORD IS GENERATED BY A COMPUTER SYSTEM AND DOES
NOT REQUIRE ANY PHYSICAL OR DIGITAL SIGNATURES. THESE TERMS & CONDITIONS
WERE UPDATED ON 15 February 2016 (hereinafter referred to as the “Agreement”/
“Terms of Use”)
o 1. INTRODUCTION ON THE SCOPE OF
THE AGREEMENT
o TERMS AND CONDITIONS CONSTITUTE
LEGAL CONTRACT. The terms stated herein including any additional guidelines
and/or future modifications to this Agreement read together with the Privacy
Policy, available at www.theindiape shall
constitute a legal contract between any person utilizing THEINDIAPE THE SERVICE
PROVIDER (“User”) of the one part, and THEINDIAPE THE SERVICE PROVIDER (“THEINDIAPE THE SERVICE PROVIDER
”/“Company”) having its registered office at 88 MG ROAD, FADNIS COMPLEX, SHOP
NO. 227, INDORE, MADHYA PRADESH, 452007 of the other part (collectively
referred to as “Parties” and singularly referred to as “Party”).
o ACCEPTANCE OF T&Cs. By using,
browsing, accessing, registering or accessing www.theindiape.com
or any mobile application developed by THE INDIAPE THE SERVICE PROVIDER (“Site”),
or availing any service rendered by THE INDIAPE THE SERVICE PROVIDER, a User
fully, absolutely and unequivocally agrees to comply with and abide by the
Agreement.
o ELIGIBILITY. THE INDIAPE THE
SERVICE PROVIDER services are open only to persons of 18 years of age and above
who have a valid e-mail address and mobile phone number. Users who have been
previously suspended or removed from availing any service by THE INDIAPE THE
SERVICE PROVIDER shall not be eligible to avail services from THE INDIAPE THE
SERVICE PROVIDER. Users shall not impersonate any person or entity, or falsely
state or otherwise misrepresent identity, age or affiliation with any person or
entity. If you are below 18 years of age, please exit the Site.
o APPLICABILITY. The terms of this
Agreement shall be applicable to Users, Business Partners, Alliance Partners
and Applicable Controlled Entities, as set forth in this Agreement. This
Agreement shall be deemed to be incorporated in the Applicable Agreement. Any
reference to the “Agreement” shall include a reference to the Applicable
Agreement and any reference to “Applicable Agreement” shall include a reference
to this Agreement.
o INCONSISTENCY. Notwithstanding
anything contained herein, Applicable Agreement shall prevail over this
Agreement in case of any inconsistency.
o 2. DEFINITIONS AND INTERPRETATION
In this Agreement, unless the contrary intention appears and/or the context
otherwise requires, capitalized terms defined by: (i) inclusion in quotation
and/or parenthesis have the meanings so ascribed; and (ii) the following terms
shall have the meanings assigned to them herein below:
“Alliance Partners” are individuals/sole-proprietorships/companies/LLP’s
etc who have entered into a service agreement with THE INDIAPE THE SERVICE
PROVIDER for offering THE INDIAPE THE SERVICE PROVIDER’ products and services
through web/mobile/API or through any channel whose particulars are listed in
Clause 1 of the service agreement with Alliance Partners.
“Applicable Agreement” refers to service agreement in relation to Business
Partners and Alliance Partners.
“Applicable Controlled Entity” collectively refers to (i) Sub-Partners
appointed by Business Partners, and the Alliance Partners.
“Applicable Law” includes all applicable Indian statutes, enactments, acts
of the state legislature or parliament, laws, ordinances, rules, bye-laws,
regulations, notifications, guidelines, directions, directives and orders of
any governmental authority, statutory authority, board, recognized stock exchange,
as may be applicable including but not limited to Guidelines on Managing Risks
and Code of Conduct in Outsourcing of Financial Services by Banks, Business
Correspondent Guidelines issued by RBI from time to time, Payment &
Settlement Systems Act, 2007 and rules made thereunder, Policy Guidelines on
Issuance and operation of Pre-paid Payment Instruments in India.
“Business Partners” are firms who have entered into a service agreement
with THE INDIAPE THE SERVICE PROVIDER whose particulars are listed in Clause 1
of the service agreement.
“Confidential Information” means and includes the Intellectual Property and
any and all business, technical and financial information of THE INDIAPE THE
SERVICE PROVIDER or of any of its
affiliates that is related to any of the arrangements contemplated in this
Agreement or any other agreement in which this Agreement is incorporated by
reference or otherwise disclosed by THE INDIAPE THE SERVICE PROVIDER to the User any information which relates to
its financial and/or business operations, including but not limited to,
specifications, models, merchant lists/information samples, reports, forecasts,
current or historical data, computer programs or documentation and all other
technical, financial or business data, information related to its internal
management, customers, products, services, anticipated products/services,
processes, financial condition, employees, merchants, Intellectual Property,
marketing strategies, experimental work, trade secrets, business plans,
business proposals, customer contract terms and conditions, compensation/commission/
service charges payable to the User, and other valuable confidential
information and materials that are customarily treated as confidential or
proprietary, whether or not specifically identified as confidential or
proprietary.
“Customers” shall mean persons, including all body corporate, partnerships,
limited liability partnerships, who are availing services, either as a consumer
or otherwise, rendered by a service provider through the User using THE INDIAPE THE SERVICE PROVIDER products or services.
“Credit” shall mean the payment made by the Business Partner/Alliance
Partner to the Company to carry out transactions through the THE INDIAPE THE
SERVICE PROVIDER platform.
“Effective Date” shall mean the date of activation of the account of the
User on THE INDIAPE THE SERVICE PROVIDER portal.
“THE INDIAPE THE SERVICE PROVIDER Platform” shall mean and include, the
platforms (website, mobile app, others) of THE INDIAPE THE SERVICE PROVIDER
that the User accesses for registration and further for transacting, including
all contents, services, and technology offered through the Platform.
“Intellectual Property” shall mean all intellectual property used for the
purpose of or in association with or in relation to the performance of this
Agreement and Applicable Agreement, and includes without limitation, (a)
Software, operating manuals, software code, program, instructions,
specifications, processes, input methods, data or information used in relation
to, or in association with, or for the operation of the software installed by THE
INDIAPE THE SERVICE PROVIDER, (b) the trademarks, service marks, trade names,
business names, logos, symbols, styles, colour combinations used by THE INDIAPE
THE SERVICE PROVIDER during the course of its business and all depictions,
derivations and representations thereof, (c) all promotional material including
without limitation, advertisements, literature, graphics, images, content and
the ‘look and feel’ of all of the above, (d) all information, data or material in
whatever form, whether tangible or not, provided by THE INDIAPE THE SERVICE
PROVIDER to the User during the course of Applicable Agreement; and (e) all
techniques, formulae, patterns, compilations, processes, inventions, practices,
methodology, techniques, improvement, utility model, procedures, designs,
skills, technical information, notes, experimental results, service techniques,
samples, specifications of the products or services, labeling specifications,
rights on software, and any other knowledge or know-how of any nature
whatsoever.
“Merchants” shall mean individuals and/or entities registered on THE
INDIAPE THE SERVICE PROVIDER platform and/or appointed by THE INDIAPE THE
SERVICE PROVIDER and/or for discharging functions prescribed under these terms
& conditions and/or includes Business Partners, Alliance Partners, etc.
“Products” shall mean products developed by THE INDIAPE THE SERVICE
PROVIDER including products permitting electronic top-ups, utility bill
payments, travel bookings, delivery of various financial products, other
value-added services using various devices like ATMs, POS, Mobile Apps,
Internet and any other products available on THE INDIAPE THE SERVICE PROVIDER
platform from time to time.
“Service Provider” shall mean any entity with which THE INDIAPE THE SERVICE
PROVIDER has, directly or indirectly, executed an agreement for facilitating
Transactions between such entity and its Customers.
“Software” shall include custom-built software that is owned by THE INDIAPE
THE SERVICE PROVIDER, or software that has been licensed from third party
suppliers by THE INDIAPE THE SERVICE PROVIDER and in relation to which THE
INDIAPE THE SERVICE PROVIDER has obtained the right to sub-license from such
third party suppliers.
“Sub-Partners” shall mean individuals and/or entities appointed by the
merchants on whose premises/outlets/website the Products shall be sold to the
Customers, for and on behalf of the Service Providers, to facilitate completion
of Transactions initiated by such Customers, through the merchants.
“Transactions” shall mean and include transactions taking place between a
Service Provider and its Customers including, but not limited to, electronic
top-ups for various services, utility bill payments, delivery of financial
products and other services of a like nature provided by the Service Provider
through THE INDIAPE THE SERVICE PROVIDER Products.
“Users” shall include individuals, Business Partner, and Alliance Partner,
unless the context provides otherwise or if the context in which the term
“User” has been used is inapplicable to such individual, Business Partner or
Alliance Partner.
3. GENERAL TERMS AND CONDITIONS
INFORMATION SUPPLIED TO THE INDIAPE THE SERVICE PROVIDER. Users agree that
the information provided by the Users to THE INDIAPE THE SERVICE PROVIDER on
registration and at all other times, including payment, is true, accurate,
current, and complete.
SECURITY OF ACCOUNT. Users’ mobile number and email identify a Users’
account with THE INDIAPE THE SERVICE PROVIDER through which THE INDIAPE THE
SERVICE PROVIDER services are dispensed (“Account’). THE INDIAPE THE SERVICE
PROVIDER 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. THE INDIAPE THE SERVICE PROVIDER never, under any circumstances, asks for
an Account’s password. If a User has any reason to believe that his Account is
no longer secure, then the User shall immediately notify THE INDIAPE THE
SERVICE PROVIDER and indemnify THE INDIAPE THE SERVICE PROVIDER from any
liabilities that may arise from the misuse of such a User’s Account.
PRIVACY POLICY. All information collected from a User pursuant to the
provision of THE INDIAPE THE SERVICE PROVIDER services, and information
collected by Alliance Partner, Business Partners, Sub-Partners and Merchants
during the performance of this Agreement or Applicable Agreement, is subject to
THE INDIAPE THE SERVICE PROVIDER Privacy Policy.
RECLAIMING INACTIVE ACCOUNTS. If an Account is found to be overly inactive,
the Account may be reclaimed by THE INDIAPE THE SERVICE PROVIDER 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 6 consecutive months from the Account.
THIRD PARTY SITES, PRODUCTS AND SERVICES. THE INDIAPE THE SERVICE PROVIDER
services and/or the Site may include links or references to other web sites or
services solely for the Users’ convenience (“Reference Sites”). THE INDIAPE THE
SERVICE PROVIDER 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.
Access and use of Reference Sites, including the information, materials,
products, and services on or available through Reference Sites is solely at
concerned User’s own risk.
BILLING AND PAYMENT. All payments made by Users directly to THE INDIAPE THE
SERVICE PROVIDER, shall be made in the manner and in the quantum detailed on
the User’s Account at THE INDIAPE THE SERVICE PROVIDER Platform. Users may be
notified by THE INDIAPE THE SERVICE PROVIDER regarding any change in the
quantum of payments to be made to THE INDIAPE THE SERVICE PROVIDER and the
manner of disbursement of such payments; however Users are advised to regularly
update themselves of THE INDIAPE THE SERVICE PROVIDER billing and payment
policy by regularly visiting the Site. THE INDIAPE THE SERVICE PROVIDER shall
solely decide on the payments to be provided to User and may amend the payment
structure at any time without any prior notice to the User. However, after any
such amendment, the detailed payment structure will be made available to the
User and be effective immediately. Credit maintained by the Users with THE
INDIAPE THE SERVICE PROVIDER shall be non-interest bearing and shall be forfeited
by THE INDIAPE THE SERVICE PROVIDER if found lying unused for more than 365
days. The User shall keep enough Credit with THE INDIAPE THE SERVICE PROVIDER
to avoid decline of transactions on the THE INDIAPE THE SERVICE PROVIDER
Platform.
SALES. All sales of THE INDIAPE THE SERVICE PROVIDER services are final
with no refund or exchange permitted. Users are responsible for details
provided leading to purchase of services. If THE INDIAPE THE SERVICE PROVIDER
does not deliver service within 24 hours of money being charged to a User’s
payment account through a transaction on the Site, the User may inform THE
INDIAPE THE SERVICE PROVIDER by sending an e-mail to THE INDIAPE THE SERVICE
PROVIDER customer services e-mail address mentioned on the Contact Us page. . THE
INDIAPE THE SERVICE PROVIDER shall investigate the case and if it is found that
money was indeed charged to User’s Payment Account without delivery of the
service then User may be refunded the money within 15 working days from the
receipt of his e-mail.
LIMITATION OF LIABILITY. In no event will THE INDIAPE THE SERVICE PROVIDER
or its directors, agents, officers, 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 Agreement or any other agreement entered by a User with THE INDIAPE THE SERVICE
PROVIDER, (ii) THE INDIAPE THE SERVICE PROVIDER services, the Site or any
Reference site, or (iii) User’s use or inability to use THE INDIAPE THE SERVICE
PROVIDER services, the Site or any Reference Sites, even if THE INDIAPE THE
SERVICE PROVIDER or a THE INDIAPE THE SERVICE PROVIDER 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 INDIAPE THE SERVICE PROVIDER to reverse any
transaction subject to approval of the concerned Service Provider.
Notwithstanding the above, if any court of law finds that THE INDIAPE THE
SERVICE PROVIDER or its directors, officers, or employees, are liable to indemnify
a concerned User despite the existence of this Clause 3.8, such liability shall
not exceed the amount paid by the concerned User, if any, for using the portion
of the THE INDIAPE THE SERVICE PROVIDER services or the Site giving rise to the
cause of action. Users acknowledge and agree that THE INDIAPE THE SERVICE
PROVIDER has offered its products and services, set its prices, and entered
into this Agreement and Applicable Agreement in reliance upon the warranty,
disclaimers, and the limitations of liability set forth herein. Users
acknowledge that the warranty, disclaimers, and limitations of liability set
forth herein reflect a reasonable and fair allocation of risk between Users and
THE INDIAPE THE SERVICE PROVIDER, and that the warranty, disclaimers, and
limitations of liability set forth herein form an essential basis of the
bargain between Users and THE INDIAPE THE SERVICE PROVIDER. THE INDIAPE THE
SERVICE PROVIDER would not be able to provide the services to Users on an
economically reasonable basis without these limitation.
USER’S REPRESENTATIONS AND WARRANTIES. The User represents and warrants
that:
it has had a full and adequate opportunity to read and review the
Applicable Agreement and has had sufficient time to evaluate and investigate
the provision of services under the Applicable Agreement and the financial
requirements and risk associated with the same,
it has the requisite capital to set up and maintain the infrastructure as
required under the Applicable Agreement,
neither the execution of the Applicable Agreement nor the performance of
the User’s obligations under the Applicable Agreement will result in a
violation or breach of any other agreement by which the User is bound,
neither the User nor any of the User’s employees or agents is under any
pre-existing obligation in conflict or in any way inconsistent with the
provisions of the Agreement or Applicable Agreement,
it has the right to disclose or use all ideas, and other information, if
any, which the User has gained from third parties, and which the User discloses
to THE INDIAPE THE SERVICE PROVIDER in the course of performance of the
Agreement or Applicable Agreement, without liability to such third parties,
THE INDIAPE THE SERVICE PROVIDER has a right to inspect User’s business
premises that are related to the provision of services under the Agreement or
Applicable Agreement, and to monitor continued and ongoing compliance of the
Applicable Agreement,
it shall immediately intimate THE INDIAPE THE SERVICE PROVIDER of any
violation or potential violation of this Agreement by any Applicable Controlled
Entity, or of other circumstances that may cause damage to the goodwill and
reputation of THE INDIAPE THE SERVICE PROVIDER,
it shall maintain accurate and proper accounts of all transactions between
Applicable Controlled Entity and itself in relation to discharge of duties by
the Applicable Controlled Entity under the Applicable Agreement,
it shall provide periodic reports of business operations with respect to
the services rendered under the Applicable Agreement to the sales executive
assigned by THE INDIAPE THE SERVICE PROVIDER to the User,
it shall observe proper ethics and transparency in all its actions in the
course of discharge of duties under the Applicable Agreement and shall not, in
any circumstances, take any action or make any statement that may mislead any
Applicable Controlled Entity/customer or prospective Applicable Controlled
Entity /customer of THE INDIAPE THE SERVICE PROVIDER
it shall make all efforts to settle any disputes that may arise between
Applicable Controlled Entity, or between the Applicable Controlled Entity and
the consumers amicably and in the event, any such dispute is referred to a
consumer forum or other competent authority, shall provide all assistance in
the settlement of the dispute,
it shall bear all costs and expenses for traveling, promotional activities
and other similar out-of-pocket expenses incurred in the performance of its
duties under the Applicable Agreement,
it will not allow the sale of any products and/or provision of any services
which are specifically restricted by THE INDIAPE THE SERVICE PROVIDER,
it is a one-point contact for all its Applicable Controlled Entities and
shall be solely responsible for any fraudulent acts of the Applicable
Controlled Entities,
it has complete control over its Applicable Controlled Entities and that THE
INDIAPE THE SERVICE PROVIDER will not be responsible to entertain any
complaints/queries received from any Applicable Controlled Entities appointed
by the User,
it shall comply with all its obligations pursuant to the Applicable
Agreement and ensure that all payments due from it to THE INDIAPE THE SERVICE PROVIDER
are paid in a timely manner in accordance with the Applicable Agreement,
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 INDIAPE THE
SERVICE PROVIDER Platform, as the case may be, in accordance with Applicable
Law,
it shall ensure regular and timely payment and deposit of all taxes, duties
and other levies as applicable from time to time with the relevant authorities,
All costs associated with purchasing of software licenses and hardware (if
any) are to be absolutely and unconditionally borne by the User,
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
it has full power and authority to enter into the Applicable Agreement and
to take any action and execute any documents required by the terms hereof and
this Applicable Agreement has been duly authorized, duly and validly executed
and delivered, and constitutes a legal, valid, and binding obligation,
enforceable in accordance with the terms hereof; and the persons executing the
Applicable Agreement on its behalf are duly empowered and authorized to execute
the Applicable Agreement and to perform all its obligations in accordance with
the terms herein
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 INDIAPE THE
SERVICE PROVIDER. It shall not use any deep-link, page scrape, robot, spider or
other automatic device, program, algorithm or methodology, or any similar or
equivalent manual process, to access, acquire, copy or monitor any portion of
the THE INDIAPE THE SERVICE PROVIDER Platform, or in any way reproduce or
circumvent the navigational structure or presentation of the platform, without THE
INDIAPE THE SERVICE PROVIDER express prior written consent.
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.
INDEMNIFICATION.
(1) User agrees to indemnify, save, and hold THE INDIAPE THE SERVICE
PROVIDER, 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 THE
INDIAPE THE SERVICE PROVIDER, and also against all losses, damages,
liabilities, costs, charges and expenses, including without limitation, legal
fees and expenses arising out of or related to:
Users’ use or misuse of THE INDIAPE THE SERVICE PROVIDER services or of the
Site/application,
any violation by the User of this Agreement or Applicable Agreement,
any breach of representations, warranties and covenants made by the User in
this Agreement, or Applicable Agreement,
any claim or legal notice or quasi-legal proceedings to which THE INDIAPE
THE SERVICE PROVIDER may be required to become party or to which THE INDIAPE
THE SERVICE PROVIDER may be subjected by any person including any governmental
authority, by reason of breach of any Applicable Law,
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 THE INDIAPE THE SERVICE PROVIDER,
all liability, claims, damages, costs, expenses suffered or incurred by THE
INDIAPE THE SERVICE PROVIDER as a result of any act or violation of the
Business Partner under Section 269ST of the Income Tax Act, 1961 while acting
as collection agent of the Company
(2) THE INDIAPE THE SERVICE PROVIDER 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 THE INDIAPE THE
SERVICE PROVIDER. User agrees to cooperate with THE INDIAPE THE SERVICE
PROVIDER defense and settlement of these claims. THE INDIAPE THE SERVICE
PROVIDER will use reasonable efforts to notify concerned User of any claim,
action, or proceeding brought by a third party that is subject to the foregoing
indemnification upon becoming aware of it.
DISCLAIMER. To the fullest extent permissible pursuant to Applicable Law, THE
INDIAPE THE SERVICE PROVIDER and 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
INDIAPE THE SERVICE PROVIDER or through THE
INDIAPE THE SERVICE PROVIDER services or
the Site will create any warranty not expressly stated herein. THE INDIAPE THE
SERVICE PROVIDER does not authorize
anyone to make any warranty on its behalf and Users should not rely on any such
statement. Users acknowledge that THE INDIAPE THE SERVICE PROVIDER is a reseller and is not liable for any
third-party seller’s obligations. It is the 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. THE
INDIAPE THE SERVICE PROVIDER does 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. THE INDIAPE THE SERVICE PROVIDER
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. THE INDIAPE THE SERVICE PROVIDER and its third party suppliers, licensors, and
partners do not warrant or make any representations regarding the use or the
results of the use of THE INDIAPE THE SERVICE PROVIDER services, the Site or any Reference Sites in
terms of correctness, accuracy, reliability, or otherwise.
INTELLECTUAL PROPERTY. THE INDIAPE THE SERVICE PROVIDER, services and the
Site are owned and operated by THE INDIAPE THE SERVICE PROVIDER 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 THE INDIAPE THE SERVICE
PROVIDER services and the Site provided
by THE INDIAPE THE SERVICE PROVIDER (the
“Materials”) are protected by Applicable Law. As between User and THE INDIAPE
THE SERVICE PROVIDER , all Materials and
THE INDIAPE THE SERVICE PROVIDER
Intellectual Property are the property of THE INDIAPE THE SERVICE
PROVIDER and/or third-party licensors or
suppliers. User agrees not to remove, obscure, or alter THE INDIAPE THE SERVICE
PROVIDER or any third party's copyright,
patent, trademark, or other proprietary rights notices affixed to or contained
within or accessed in conjunction with or through THE INDIAPE THE SERVICE
PROVIDER services. Except as expressly
authorized by THE INDIAPE THE SERVICE PROVIDER
, 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 THE INDIAPE
THE SERVICE PROVIDER Intellectual
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 THE
INDIAPE THE SERVICE PROVIDER shall be
strictly in for the fulfillment of and in compliance with the terms of the
agreement between such User and THE INDIAPE THE SERVICE PROVIDER . Parties undertake that they shall not, nor
will they allow others to, reverse engineer or disassemble any parts of the
other’s Intellectual Property. If Users’ have comments regarding the THE
INDIAPE THE SERVICE PROVIDER services
and the Site or ideas on how to improve it, please contact our Helpdesk. Please
note that by doing so, concerned Users hereby irrevocably assign to THE INDIAPE
THE SERVICE PROVIDER , and shall assign
to THE INDIAPE THE SERVICE PROVIDER ,
all right, title and interest in and to all ideas and suggestions and any and
all worldwide intellectual property rights associated therewith. Concerned User
agrees to perform such acts and execute such documents as may be reasonably
necessary to perfect the foregoing rights.
INTELLECTUAL PROPERTY LICENSE BY ALLIANCE PARTNER. Alliance Partner grants
a non-exclusive license to THE INDIAPE THE SERVICE PROVIDER to use Alliance
Partner’s name, trademark, and logo in any marketing or promotional activities
undertaken by THE INDIAPE THE SERVICE PROVIDER
. Notwithstanding anything contained herein, THE INDIAPE THE SERVICE
PROVIDER shall be under no obligation to
advertise, market, or promote Alliance Partner or Alliance Partner’s
Intellectual Property.
USE OF INTELLECTUAL PROPERTY. The user undertakes that:
it shall use the Intellectual Property solely for the discharge of its
duties under the Applicable Agreement,
it shall use Intellectual Property of THE INDIAPE THE SERVICE PROVIDER only in the form and manner stipulated by THE
INDIAPE THE SERVICE PROVIDER ,
it shall seek prior written consent from THE INDIAPE THE SERVICE
PROVIDER for use of THE INDIAPE THE
SERVICE PROVIDER Intellectual Property
which is not previously provided for by THE INDIAPE THE SERVICE PROVIDER ,
it shall bring to THE INDIAPE THE SERVICE PROVIDER notice all cases concerning THE INDIAPE THE
SERVICE PROVIDER Intellectual Property’s
(a) infringement, (b) passing off, (c) registration or (d) attempted
registration,
it shall render to THE INDIAPE THE SERVICE PROVIDER all assistance in connection with any matter
pertaining to the protection of THE INDIAPE THE SERVICE PROVIDER Intellectual Property whether in courts,
before administrative agencies, or otherwise,
it shall not take any action which shall or may impair THE INDIAPE THE
SERVICE PROVIDER right, title or
interest in the Intellectual Property, or create any right, title or interest
therein or thereto, adverse to that of THE INDIAPE THE SERVICE PROVIDER ,
it shall not use or permit to be used the Intellectual Property by any
unauthorized person, and
it shall not misuse the Intellectual Property or use it together with any
other mark or marks.
MODIFICATION. THE INDIAPE THE SERVICE PROVIDER reserves the right to change, modify, add, or
remove the terms of this Agreement, either in its entirety or a part thereof
(each, a “change”) at any time by posting a notification to the Site or
otherwise communicating the notification to Users. The changes will become
effective, and shall be deemed accepted by Users, 24 hours after the initial
posting and shall apply immediately on a going-forward basis with respect to
payment transactions initiated after the posting date. If Users do not agree
with any such modification, Users sole and exclusive remedy is to terminate
their use of the Services.
CONFIDENTIALITY. Parties shall keep Confidential Information as
confidential. Each Party 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. Both Parties acknowledge and agree that they are aware of the
sensitivity & secrecy involved in keeping the customer data/information and
transaction records and shall ensure that neither any of the parties nor their
employees, directors, etc will do any act to violate the same. Notwithstanding
anything contained in this Clause 3.16, Confidential Information shall exclude
any information:
which is already in the possession of the receiving Party and not subject
to any other duty of confidentiality,
that is at the date hereof, or subsequently becomes, public otherwise than
by reason of a breach by the receiving party of the terms of this Agreement,
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
Information that is independently acquired or developed by the receiving
Party and/or its affiliates or professional advisors.
DISCLOSURE OF CONFIDENTIAL INFORMATION. Each Party hereby agrees that it
shall not disclose any Confidential Information received by it without the
prior written consent of the other Party 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:
Disclosures to its directors, officers, employees,
affiliates/subsidiaries/group/holding companies, third-party service providers
and any employees thereof that it reasonably determines need to receive the
Confidential Information;
Disclosures to its legal and other professional advisers, instructed by it
that it reasonably determines to need to receive the Confidential Information;
or
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.
NON SOLICITATION OF EMPLOYEES. The Parties agree not to solicit or employ
staff from each other’s organizations during the term of this Agreement and for
12 months immediately following the termination of the Agreement.
NON SOLICITATION OF CLIENTS. During the term of this Agreement, the User
shall not, either directly or indirectly, solicit, cause in any part of
knowingly encourage any existing or potential clients or customers of THE
INDIAPE THE SERVICE PROVIDER to cease
doing business or not to do business, in whole or in part with THE INDIAPE THE
SERVICE PROVIDER , or solicit, cause in
any part or knowingly encourage an existing or potential clients or customers
of THE INDIAPE THE SERVICE PROVIDER to
do business with any person other than THE INDIAPE THE SERVICE PROVIDER , or associate with any prospective clients
or customers while they continue to be clients or customers of THE INDIAPE THE
SERVICE PROVIDER .
NON-COMPETE ON BUSINESS PARTNER. Business Partner agrees that during the
Term and for a period of one (1) year thereafter, it shall not, directly or
indirectly, through its employees, affiliates or relatives or in a firm where
the Business Partner or any relative or nominee of the Business Partner is a
partner, or in any company where the Business Partner or any relative or
nominee of the Business Partner is a director or shareholder, without the prior
written consent of THE INDIAPE THE SERVICE PROVIDER : (i) be appointed as a Business Partner for
any other person or legal entity which is carrying on a business similar to or
in competition with any business carried by THE INDIAPE THE SERVICE
PROVIDER at the relevant time, whether
in India or abroad, or (ii) engage in any business that is similar to or in
competition with any business carried on by THE INDIAPE THE SERVICE
PROVIDER at the relevant time.
COUNTERPARTS. The Applicable Agreement may be signed in two (2) or more counterparts
and each executed version or an electronic copy thereof shall be deemed an
original and which shall, singly or together, constitute one agreement.
TERM. This Agreement and Applicable Agreement shall come into force from
the Effective Date and remain valid in perpetuity, unless terminated by THE
INDIAPE THE SERVICE PROVIDER by giving
to the User, a prior written notice of at least 90 days (“Term”).
TERMINATION. This Agreement and Applicable Agreement may be terminated in
accordance with the clauses below:
THE INDIAPE THE SERVICE PROVIDER
shall be entitled to terminate this Agreement and Applicable Agreement
by serving a written notice of thirty (30) days to the User in the following
circumstances: (a) the User commits any breach of any of the provisions of this
Agreement or Applicable Agreement and, in the case of a breach capable of
remedy, fails to remedy the same within thirty (30) days after receipt of a
written notice giving full particulars of the breach and requiring it to be remedied;
(b) if, in THE INDIAPE THE SERVICE PROVIDER
opinion, the User is not a fit person/entity to carry out the
obligations imposed on the User under the Applicable Agreement; (c) if the User
fails to achieve the targets as may be communicated by THE INDIAPE THE SERVICE
PROVIDER from time to time.
On the occurrence of the User becoming subject of a voluntary petition in
bankruptcy or any voluntary proceeding relating to insolvency, receivership,
liquidation, or composition for the benefit of creditors.
THE INDIAPE THE SERVICE PROVIDER may
terminate the Agreement and Applicable Agreement without notice provided: (a)
if, by the acts or default of the User, THE INDIAPE THE SERVICE PROVIDER suffers damage to its name and reputation; or
(b) the Business Partner commits any breach of Confidentiality; or (c) upon the
occurrence of force majeure under Clause 3.28 of this Agreement; or (d) there
is a change in shareholding/control or management of the User; or (e) any event
that would affect the ability of the User to perform its obligations under the
Applicable Agreement occurs; or (f) any of the directors/partners/proprietors
of the Business Partner are convicted of any criminal charge.
in the event that THE INDIAPE THE SERVICE PROVIDER gives notice that the Alliance Partner’s
software or hardware is technically inadequate to support the Connectivity at
any stage of development, and the Alliance Partner fails to cure such
deficiency within 90 days after receiving notice to such effect, then THE
INDIAPE THE SERVICE PROVIDER shall be
entitled to give notice of termination as provided,
in the event THE INDIAPE THE SERVICE PROVIDER is unable to get necessary permission /
license from any Service Provider and any statutory authority and/or any of the
Service Provider rescinds its contract with THE INDIAPE THE SERVICE
PROVIDER and/or the sale of Products
slips down due to any defective service, negligence or omission on part of the
User, THE INDIAPE THE SERVICE PROVIDER
shall have the right to rescind the Agreement by giving 15 days’ notice
to the User and the rescission shall take effect after expiry of the stipulated
period of 15 days. Provided that unless otherwise specified by THE INDIAPE THE
SERVICE PROVIDER in its notice, any
termination of this Agreement, on account of rescission of an existing contract
with any Service Provider, shall be effective only in relation to Transactions
pertaining to such Service Provider and the Agreement shall continue to remain
in force between the Parties in respect of other Service Providers.
CONSEQUENCES OF TERMINATION. The Parties shall adhere to the following
clauses immediately upon termination of this Agreement:
Upon termination of the Agreement for any reason, THE INDIAPE THE SERVICE
PROVIDER may immediately disconnect the
availability of Products from the THE INDIAPE THE SERVICE PROVIDER Platform, including related services provided
by the platform, and no further Transactions may be effected through the THE
INDIAPE THE SERVICE PROVIDER .
Except as otherwise agreed upon between the Parties, any license to use
Intellectual Property Products, of either Party which has been granted by such
Party to the other, pursuant to this Agreement, shall stand automatically
revoked with the termination of this Agreement by any Party.
User shall immediately discontinue and cease to use the trademark, logo and
other Intellectual Property provided by the Company and shall immediately hand
over any and all copies of documentation of such Intellectual Property.
Upon the termination of this Agreement, the concerned User shall return and
surrender to THE INDIAPE THE SERVICE PROVIDER
any Confidential Information that comes into its possession during the
course of its engagement by THE INDIAPE THE SERVICE PROVIDER and shall not retain a copy thereof in any
form whatsoever. User shall, with THE INDIAPE THE SERVICE PROVIDER prior written consent, promptly destroy the
Confidential Information in its possession (and any copies, extracts, and
summaries thereof) and will provide THE INDIAPE THE SERVICE PROVIDER with written certification of destruction.
immediately return to THE INDIAPE THE SERVICE PROVIDER originals and copies
of any and all materials provided to the User pursuant to the Applicable
Agreement, including publicity and marketing materials in its possession.
provide remote access to THE INDIAPE THE SERVICE PROVIDER to disable any
software that THE INDIAPE THE SERVICE PROVIDER
had installed.
remove all signboards, banners, glow sign boards of THE INDIAPE THE SERVICE
PROVIDER from its office and also all
such material, which will indicate any association with THE INDIAPE THE SERVICE
PROVIDER
cease to promote, market or advertise THE INDIAPE THE SERVICE PROVIDER or
its products/services.
the User shall grant THE INDIAPE THE SERVICE PROVIDER , its employees or
agents, access to its information technology systems for a period of thirty
(30) days after termination.
Notwithstanding the above, the User shall not, if so directed by THE
INDIAPE THE SERVICE PROVIDER discontinue discharging its duties under the
Applicable Agreement during the notice period and shall continue discharging
its duties as per the Applicable Agreement until indicated otherwise by THE
INDIAPE THE SERVICE PROVIDER,
THE INDIAPE THE SERVICE PROVIDER shall have the right, exercisable at its
sole discretion, to appoint another User in its place. The User shall fully
cooperate with such newly appointed User.
Upon notice of termination from either party, the User shall ensure that
during the notice period leading to the termination, all systems and procedures
will be strictly adhered to and all customers handled properly. All inquiries
from customers will be diverted to THE INDIAPE THE SERVICE PROVIDER by the User.
Subject as otherwise provided in this Agreement and to any rights or
obligations that have accrued before termination, neither Party shall have any
further obligation to the other under this Agreement.
Any termination of this Agreement or Applicable Agreement shall be without
prejudice to THE INDIAPE THE SERVICE PROVIDER
rights under law and equity
PROMOTION. The user shall promote the sale of THE INDIAPE THE SERVICE PROVIDER
products/services in accordance with the publicity and marketing guidelines
issued by the THE INDIAPE THE SERVICE PROVIDER
from time to time. User shall only market/promote THE INDIAPE THE
SERVICE PROVIDER services as authorized
by THE INDIAPE THE SERVICE PROVIDER in
writing in this behalf and shall not market/promote any other services that may
potentially be provided by THE INDIAPE THE SERVICE PROVIDER in the future unless otherwise authorized in
writing. The user shall maintain stock and prepare MIS of the promotional
material dispatched from THE INDIAPE THE SERVICE PROVIDER and ensure that such
material will be displayed in the Merchant outlets at prominent eye-level
locations to promote the business at that outlet.
ARBITRATION. THE INDIAPE THE SERVICE PROVIDER may elect to resolve any
dispute, controversy or claim arising out of or relating to the Agreement or THE
INDIAPE THE SERVICE PROVIDER services
by binding arbitration in accordance with the provisions of the Indian
Arbitration & Conciliation Act, 1996. Any such dispute, controversy or
claim shall be arbitrated on an individual basis and shall not be consolidated
in any arbitration with any claim or controversy of any other party. THE
INDIAPE THE SERVICE PROVIDER shall
nominate a sole arbitrator who shall preside over the arbitration proceedings
between THE INDIAPE THE SERVICE PROVIDER
and concerned User. The arbitration shall be conducted in New Delhi,
India and judgment on the arbitration award may be entered in any court having
jurisdiction thereof. Either THE INDIAPE THE SERVICE PROVIDER or concerned User may seek any interim or
preliminary relief from a court of competent jurisdiction in New Delhi, India,
necessary to protect the rights or the property of concerned User or THE
INDIAPE THE SERVICE PROVIDER (or its
agents, suppliers, and subcontractors), pending the completion of arbitration.
Any arbitration shall be confidential, and concerned User, nor shall THE
INDIAPE THE SERVICE PROVIDER disclose
the existence, content or results of any arbitration, except as may be required
by law or for purposes of the arbitration award. All administrative fees and
expenses of an arbitration will be divided equally between THE INDIAPE THE
SERVICE PROVIDER and concerned User. In
all arbitrations, each party will bear the expense of its own lawyers and
preparation. The language of the arbitration shall be English.
GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of India, without regard to its conflict of law
provisions and, subject to the arbitration provision in section 3.19, the
exclusive jurisdiction of competent courts in New Delhi, India.
FORCE MAJEURE. Neither Party shall be liable for failure to perform its
obligations under this Agreement to the extent such failure is due to causes
beyond its reasonable control. In the event of a force majeure, the Party
unable to perform shall notify the other Party in writing of the events
creating the force majeure and the performance obligations of the Parties 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 this Agreement on ten days prior written notice to the
other Party. For the purposes of this Agreement, 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.
RECORDS AND AUDIT. The Users shall maintain all statutory records as may be
required from time to time to be maintained under the Applicable Law. Further,
the Users shall maintain accurate books of accounts in relation to their
engagement with THE INDIAPE THE SERVICE PROVIDER, pursuant to service rendered
by User pursuant to the Applicable Agreement, in accordance with standard
accounting practices and shall have the same audited annually by an auditor of
good standing and repute and shall forward copies of the audited accounts to THE
INDIAPE THE SERVICE PROVIDER annually or as and when required by THE INDIAPE
THE SERVICE PROVIDER. The user hereby permits the authorized personnel of the THE
INDIAPE THE SERVICE PROVIDER to enter and inspect all books, accounts, records,
and materials in relation to the business operations related to the Applicable
Agreement during normal business hours. During the term of Applicable Agreement
and at any time within sixty (60) days after the termination of the Applicable
Agreement, THE INDIAPE THE SERVICE PROVIDER or its
employee/representative/agent may, at its expense, carry out an audit to
determine whether the User has properly complied with its obligations under the
Applicable Agreement. In the event the results of such audit determine that the
User has not complied with its obligations under the Applicable Agreement, THE
INDIAPE THE SERVICE PROVIDER shall intimate the User of such nonperformance or
the non-observance and the Business Partner shall immediately comply with its
obligations, or within such other period as may be specified by Company.
PUBLIC RELATIONS. Upon execution of the Applicable Agreement, Parties shall
have the right to announce the cooperative arrangement as described in the
Agreement, provided that all announcements must be approved in writing by both
Parties and such approval shall not be unreasonably withheld.
SEVERABILITY. If any provision of this Agreement is held to be unlawful,
void, invalid or otherwise unenforceable, then that provision will be limited
or eliminated from this Agreement to the minimum extent required, and the
remaining provisions will remain valid and enforceable.
ASSIGNMENT. This Agreement and any rights granted hereunder may not be
transferred or assigned by User without 88 MG ROAD, FADNIS COMPLEX, SHOP
NO.227, INDORE, MADHYA PRADESH, 452007prior written consent but may be assigned
by 88 MG ROAD, FADNIS COMPLEX, SHOP NO.227, INDORE, MADHYA PRADESH, 452007 without
restriction. Any assignment attempted to be made in violation of this provision
shall be void and of no effect.
SURVIVAL. Clause 1.4, 2.1, 3.3, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.16,
3.17, 3.18, 3.19, 3.20, 3.26, 3.27, 3.33 of this Agreement shall survive the
termination or expiration as applied to transfers and relationship prior to
such termination or expiration.
HEADINGS. The heading references herein are for convenience purposes only,
do not constitute a part of this Agreement, and will not be deemed to limit or
affect any of the provisions hereof.
ENTIRE AGREEMENT. This is the entire agreement between Users and THE
INDIAPE THE SERVICE PROVIDER relating to
the subject matter hereof and will not be modified except in writing, signed by
both parties, or by a Change to this Agreement made by THE INDIAPE THE SERVICE
PROVIDER in accordance with the terms of this Agreement.
NOTICE. THE INDIAPE THE SERVICE PROVIDER may provide Users with notices and
communications by email, regular mail, or posts on the THE INDIAPE THE SERVICE
PROVIDER website, www.Sahaallrecharge.IN or
by any other reasonable means. Except as otherwise set forth herein, notice to THE
INDIAPE THE SERVICE PROVIDER must be
sent by courier or registered post to Legal Department, THE INDIAPE THE SERVICE
PROVIDER 88 MG ROAD, FADNIS COMPLEX,
SHOP NO.227, INDORE, MADHYA PRADESH, 452007 , 88 MG ROAD, FADNIS COMPLEX, SHOP
NO.227, INDORE, MADHYA PRADESH, 452007
WAIVER. The failure of THE INDIAPE THE SERVICE PROVIDER to exercise or enforce any right or provision
of this Agreement will not constitute a waiver of such right or provision. Any
waiver of any provision of this Agreement will be effective only if in writing
and signed by THE INDIAPE THE SERVICE PROVIDER
.
RELATIONSHIP BETWEEN THE PARTIES. This Agreement is
not intended by the Parties to constitute or create a joint venture, pooling
arrangement, partnership, agency or formal business organization of any kind. THE
INDIAPE THE SERVICE PROVIDER and the
Alliance Partner/Business Partner 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