These terms and conditions (Terms and Conditions) shall apply to and govern the commercial arrangement between PECMSADHAR TECH LAB PRIVATE LIMITED (herein after referred as "CMSADHAR ) and the Retailer/Distributor/Master Distributor/State Head. These Terms and Conditions and any attachments hereto represent the entire agreement between CMSADHAR and the Retailer/Distributor/Master Distributor/ State Head and no changes to the same are binding unless they are in writing and intimated by the authorized representative of CMSADHAR
"PECMSADHAR TECH LAB PRIVATE LIMITED" herein called as “CMSADHAR” is a digital financial facilitation service provider, a company incorporated under the Companies Act, 2013 (hereinafter referred to as the Company/CMSADHAR which expression shall unless repugnant to the context or meaning thereof mean and include its successors and permitted assigns).
1. During the Term, the Retailer/Distributor/Master Distributor/ Super Distributor shall render the services ("Services") of CMSADHAR, by and through such of its officers, employees. agents, representatives and affiliates as it shall designate, from time to time. Notwithstanding anything contrary contained in these Terms and Conditions, CMSADHAR shall have the right at any time, to modify, alter and amend the lists of Services, including the manner, procedure, process in which the Retailer/Distributor/Master Distributor/ State Head will be required to perform the Services and the Retailer/Distributor/Master Distributor/ State Head shall be bound by all such modifications, alterations and amendments made by CMSADHAR
2. The Retailer/Distributor/Master Distributor/ State Head shall only market, distribute sell or promote such CMSADHAR Services as are permitted expressly by CMSADHAR. The Retailer/Distributor/Master Distributor/ State Head shall not automatically have the right to market, sell, distribute, or promote any product or service that may be provided by other retail outlets, whether in the present or in the future. In the event of any addition to the Services, CMSADHAR may, at its sole discretion, intimate the Retailer/Distributor/Master Distributor/ State Head that the Retailer/Distributor/Master Distributor/ State Head is entitled to sell, market, distribute and promote such product or service. CMSADHAR shall also have the right to direct the Retailer/Distributor/Master Distributor/ State Head to discontinue providing any of the CMSADHAR Services at the Retail Outlet without assigning any reason whatsoever.
3. CMSADHAR shall specify to the Retailer/Distributor/Master Distributor, State Head, the necessary infrastructure and equipment including but not limited to computer terminals, peripherals attachments, internet and broadband connectivity, mobile device and/or any such device with GPRS connectivity, HTML enabled, which is compatible enough to run CMSADHAR Software/Services etc. for effectively providing the CMSADHAR Services, which the Retailer/Distributor/Master Distributor/ State Head shall acquire at its sole expense. In case of the MPOS Application, the Retailer/Distributor/Master Distributor/ State Head shall be entitled to install the CMSADHAR Software on that particular mobile device and/or any such other device, which is proposed to be registered with CMSADHAR for availing CMSADHAR Services, and no other mobile/device of the Retailer/Distributor/Master Distributor/ shall have such Software installed unless registered under the terms and conditions of this Agreement Further, the Retailer/Distributor/Master Distributor/ State Head shall prominently display the CMSADHAR signage, signboards, logos, etc at a prominent place in the Retail Outlet, strictly in accordance with the directions issued by CMSADHAR in this regard.
4. Upon satisfactory installation and operation of the necessary equipment and peripherals, CMSADHAR shall, subject to these Terms and Conditions, install the necessary software and other CMSADHAR Intellectual Property to enable the provision of the Services. All Services shall be provided solely through the portal of CMSADHAR or are recorded therein and no offline transactions are permitted and/or no such fake/false receipts should be issued by the Retailer/Distributor/Master Distributor for the willful fraud transaction done by the Retaller/Distributor/Master Distributor/ State Head which are not transacted through CMSADHAR Software/portal. However, if any Retailer/Distributor/Master Distributor / State Head is found and/or discovered doing any such malicious/wrong/willful/fraudulent acts and/or offline transactions, it shall be liable and charged for such civil/penal and criminal acts by and under but not limited to the Indian Penal Code 1860 and Criminal Procedure Code 1973.
5. The Retailer/Distributor/Master Distributor/ State Head shall obtain all necessary license(s), permits and approvals for selling, distributing, marketing and promoting the Services from the Retail Outlet and shall bear all costs and incidental expenses incurred in this regard, including without limitation all fees for application, license fees, charges and taxes.
6. The Retailer/Distributor/Master Distributor/ State Head shall keep the Retailer/Distributor/Master Distributor/ State Head Outlet open for business during normal business hours, or as permitted by law or such other time period as CMSADHAR may specify from time to time.
7. The Retailer/Distributor/Master Distributor/ State Head shall ensure that the Retail Outlet is utilized for the purpose of rendering the Services in accordance with these Terms and Conditions. The Retailer/Distributor/Master Distributor/ State Head shall further ensure that and shall not cause or permit.
any material that may not be made available to the public under applicable law, including without limitation any vulgar, obscene, pornographic, misleading, defamatory, libelous, offensive, derogatory, threatening, harassing, abusive or violent content, to be made available in the Retail Outlet or.
any activities that are proscribed under law or reasonably considered to be immoral or against public interest.
8. CMSADHAR may, at its sole discretion and with or without consideration, provide training manuals, technology support, ongoing advice and assistance to the Retailer/Distributor/Master Distributor/ State Head and designated employees of the Retailer/Distributor/Master Distributor/ State Head, including, provision of brochures, pamphlets charts, signboards, signage and other materials for the purposes of advertisement, promotion and marketing the Services. Any materials supplied by CMSADHAR shall be utilized solely in relation to the provision of Services and the Retailer/Distributor/Master Distributor/ State Head shall ensure that such materials are not utilized for any other purpose.
9. The Retailer/Distributor/Master Distributor/ State Head shall not encroach/poach upon the areas of operation of other neighboring Retailer/Distributor/Master Distributors/ State Head appointed by CMSADHAR or act in any manner which will prejudice the business prospects of neighboring Retailer/Distributor/Master Distributors/ State Head appointed by CMSADHAR.
10. In this Terms of Use, unless the contrary intention appears and/or the context otherwise requires, capitalised terms defined by: (i) inclusion in quotations and/ or parenthesis have the meanings so ascribed, and (ii) the following terms shall have the meanings assigned to them herein below:
"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, Payment & Settlement Systems Regulations, 2008, Policy Guidelines on Issuance and operation of Pre-paid Payment Instruments in India, and any other guideline in relation to pre-paid cards issued from time to time by Reserve Bank of India and in each case, any implementing regulation or interpretation issued thereunder including any successor Applicable Law.
"Applicant" shall mean You or any individual person above the age of [18 (eighteen)] years, using an operational mobile phone connection, who applies either on his owner approaches Retail Partner at the Retail Outlet locations and/or such other locations, for availing the Company Services "Company Rules" shall mean policies issued by the Company with respect to its strategic business partners, retail partners, distributors, State Head, Consumers including but not limited to the policy on the code of conduct and other sales and management policies as issued on the Website, Platform and/ or otherwise and amended from time to time "Consumer shall mean an Applicant who upon submission of the CAF and upon completion of necessary formalities, is found to be eligible by Company as per guidelines issued by RBI (if any), to avail the Company Services and has opened a Membership Account. "Governmental Authority" means any nation, state, sovereign, or government, any federal, regional, state, local or political subdivision and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, constitutionally established and having jurisdiction over any of the parties (to the extent relevant to the transactions contemplated hereby) or the assets or operations of any of the foregoing or the transactions contemplated hereb. "INR or "RS" means Indian Rupees, the lawful currency of the Republic of India. "Intellectual Property" shall mean all intellectual property used for the purpose of or in association with or in relation to providing the Company Services utilising the Platform and includes without limitation,
Software, operating manuals, software code, program, instructions, specifications, processes, input methods, data or information used in relation to, in association with or for the operation of the software installed by Company:
the trademarks, service marks, trade names, business names, logos, symbols, styles, colour combinations used by Company during the course of its business and all depictions, derivations and representations thereof
all promotional material including without limitation, advertisements, literature, graphics, images, content and the look and feel" of all of the above, and
all techniques, formulae, patterns, compilations, processes, inventions, practices, methodology, techniques. "Tax" or "Taxes" shall mean any and all taxes, GST, cess, levies, imposts, duties, charges, deposits, fees, deductions or withholdings that are, or that are to be. imposed, levied, collected, withheld or assessed, together with any and all interest, penalties, claims or other liabilities arising under or relating DISTRIBUTOR
11. These Terms and Conditions shall come into force from the date (Effective Date) of Retailer/Distributor/Master Distributor/ State Head Application Form attached herewith. Within 30 (thirty) days from the date of acceptance by Retailer/Distributor/Master Distributor, State Head, the Retailer/Distributor/Master Distributor/ State Head shall commence business in accordance with these Terms and Conditions
12. The Retailer/Distributor/Master Distributor/ State Head acknowledges that it has read and understood these Terms and Conditions at the time of making an application to CMSADHAR for operation of a retail outlet to provide the Services (as defined herein) under the name and style of "CMSADHAR" and that it has had sufficient time to evaluate the financial requirements, equipment required to conduct the business, services applicable/ enable in his area of operation and risks associated with the establishment and operation of the retail outlet
13. During the Term and subject to these Terms and Conditions, CMSADHAR hereby appoints the Retailer/Distributor/Master Distributor / State Head and the Retailer/Distributor/Master Distributor/ State Head hereby accepts the appointment as a CMSADHAR Retailer/Distributor/Master Distributor/ State Head, to establish and operate a retail outlet at such address as specified in the Retailer/Distributor/Master Distributor/ State Head application form attached herewith for the purpose of marketing, selling and providing the Services ("Retail Outlet"). No changes to the address as mentioned in the Retailer/Distributor/Master Distributor/ State Head Application form shall be permitted, except with the prior written consent from CMSADHAR whereas such consent shall be signed by the Authorized Representative of the level of Vice President or above
14. The appointment of the Retailer/Distributor/Master Distributor/ State Head under these Terms and Conditions shall remain valid up to the termination (Term"). CMSADHAR may exercise its right of withdrawal by giving a notice in writing to the Retailer/Distributor/Master Distributor/ State Head 1 (one) month prior to withdrawal unless any breach of this agreement by the Retailer/Distributor/Master Distributor/ State Head
15. The Retailer/Distributor/Master Distributor may describe himself as an 'authorized Retailer/Distributor/Master Distributor/ State Head of CMSADHAR, but must not hold [itself/himself] out as being entitled to bind CMSADHAR in any way. The Retailer/Distributor/Master Distributor/ State Head shall not make, cause or permit, directly or indirectly. any description or projection of itself as a partner or employee or officer or representative of CMSADHAR
16. CMSADHAR is in the business of facilitating/distributing/marketing/providing of product(s)/service(s) of various service providers to enable them to expand the distribution networks for the services provided by them.
17. The Retailer/Distributor/Master Distributor/ State Head has understood the business model and aware that CMSADHAR is just a facilitator and distributor of products and services and does not own such services or products by itself. CMSADHAR takes reasonable efforts to make available the services and products, however, shall not be liable and responsible for any deficiency of such services and products. CMSADHAR further also takes reasonable efforts to provide its best uninterrupted services at best quality; however, technological systems are prone to interruption for upgradation, maintenance, break down of either the systems of CMSADHAR or that of the Service Providers. The Retailer/Distributor/Master Distributor/ State Head shall be managing his business considering such interruptions.
18. Non Refundable Registration Fees: The Retailer/Distributor/Master Distributor/ State Head shall deposit such an amount ("Registration Fees") by way of a non-refundable registration fee as per commercial terms defined by CMSADHAR on or before the Effective Date. The same will be deducted from the wallet or charged from the Retailer/Distributor/Master Distributor/ State Head.
19. The Retailer/Distributor/Master Distributor/ State Head shall maintain and deposit with CMSADHAR working capital ("Working Capital") in a bank designated and intimated to the Retailer/Distributor/Master Distributor/ State Head for this purpose ("Designated Bank) which will be an interest free deposit. The Working Capital limit may be increased from time to time by way of written intimation to the Retailer/Distributor/Master Distributor/ State Head. The Retailer/Distributor/Master Distributor/ State Head shall immediately deposit such further amounts to ensure that the Working Capital is maintained at the aforementioned amounts at all times.
20. The Retaller/Distributor/Master Distributor/ State Head shall be entitled to a credit limit equivalent to the Working Capital balance in the books of CMSADHAR ("Credit Limit").. The Retailer/Distributor/Master Distributor/ State Head may enter into transactions up to the value of the existing Credit Limit. In the event the value of the transactions exceed the Credit Limit, all further transactions exceeding the Credit Limit shall automatically be blocked until the Credit Limit is sufficient to permit further transactions. In the event the Retailer/Distributor/Master Distributor/ State Head desires to enter into transactions in excess of the Credit Limit, the Retailer/Distributor/Master Distributor/ State Head shall deposit the amount either with the Distributor or CMSADHAR as the case may be to increase its Credit Limit accordingly. The Distributor/ CMSADHAR shall, at their sole discretion, permit enhancement of the Credit Limit. If the amount is deposited with the Distributor, the Retailer/Distributor/Master Distributor/ State Head need to obtain proper receipt and the limit gets enhanced from the Distributor. CMSADHAR shall not be responsible for any liabilities in such an event.
21. The Retailer/Distributor/Master Distributor/ State Head shall be entitled to commission, which shall be adjusted on a daily basis/monthly basis/transaction basis, for the provision of the Services at a rate to be intimated by CMSADHAR to the Retailer/Distributor/Master Distributor/ State Head from time to time through its portal, either by way of credit to the Working Capital or the Retailer/Distributor/Master Distributor/ State Head may deduct the commission due to it, prior to depositing the proceeds of a transaction in the Current Account. The Retailer/Distributor/Master Distributor/ State Head shall be regularly updated on the Rates of Commission through the Portal. CMSADHAR, at its sole discretion shall decide the sharing of Gross Margin with the Retailer/Distributor/Master Distributors/ State Head and its decision will be final. It is presumed that the Retailer/Distributor/Master Distributor/ State Head has agreed to such commission / margin before the transaction. Any dispute in this regards will not be admissible by CMSADHAR.
22. All prices, charges, fees and discounts for all CMSADHAR Services shall be determined, and may from time to time be revised, by CMSADHAR at its sole discretion. The Retailer/Distributor/Master Distributor/ State Head shall not collect cash from the customers by offering discounts on the Services which do not have CMSADHAR's sanction. The Retailer/Distributor/Master Distributor/ State Head shall also not provide any incentives, subsidies or do any act/ omission or thing, which shall have the effect of providing incentives or subsidies on the Services. The Retailer/Distributor/Master Distributor/ State Head acknowledges that CMSADHAR has the right to alter the prices or nullify any sales that have been entered in the portal.
23. All current and/or future taxes or similar fees including without limitation GST, value added tax, service tax and other local or municipal taxes shall be payable by the Retailer/Distributor/Master Distributor/ State Head. Such amounts shall not be retained by the Retailer/Distributor/Master Distributor/ State Head while retaining its commission. Payments made to the Retailer/Distributor/Master Distributor/ State Head shall be subject to such withholdings as prescribed under applicable law. Subject to the aforesaid, CMSADHAR assumes no responsibility for the tax compliance of the Retailer/Distributor/Master Distributor/ State Head.
24. All costs and expenses for operation of CMSADHAR Kiosk including but not limiting to electricity, telephone, staff salary, traveling, promotional activities and other similar out-of-pocket expenses incurred in the performance of the Services shall be borne by the Retailer/Distributor/Master Distributor/ State Head.
25. A minimum monthly charges plus Taxes may be levied by CMSADHAR and the same shall be deducted from the Retailer/Distributor/Master Distributor/ State Head 's Working Capital balance. The Retailer/Distributor/Master Distributor/ State Head hereby agrees and acknowledges to pay such charges as intimated to the Retailer/Distributor/Master Distributor/ State Head from to time Set off: CMSADHAR may, deduct sums due from the Retailer/Distributor/Master Distributor/ State Head under these Terms and Conditions from any sums due to the Retaller/Distributor/Master Distributor/ State Head under the same and the Retailer/Distributor/Master Distributor/ State Head hereby consents to such set off being made by CMSADHAR.
26. The Retailer/Distributor/Master Distributor/ State Head shall be solely responsible for all such personnel employed by it, including payment of wages, making of contributions under various labour laws, such as the Employees Provident Fund and Miscellaneous Provisions Act, 1952, the Employees State Insurance Act, 1948, etc.
27. The Retailer/Distributor/Master Distributor/ State Head acknowledges that it shall be responsible for all acts and comissions of its employees, subordinates, agents,aforesaid assignees or other personnel engaged by the Retailer/Distributor/Master Distributor/ State Head.
28. During the continuation Term of this agreement, the Retailer/Distributor/Master Distributor/ State Head shall not, directly or indirectly, through any other person, firm, corporation or other entity (whether as an officer, director, employee, partner, consultant, holder of equity or debt investment, lender or in any other manner or capacity) market, offer and/or perform services similar to that being developed, offered or sold by CMSADHAR; solicit, induce, encourage or attempt to induce or encourage any employee or consultant of CMSADHAR to terminate his or her employment or consulting relationship with CMSADHAR, or to breach any other obligation to CMSADHAR; (c) solicit, interfere with, disrupt, alter or attempt to disrupt or alter the relationship, contractual or otherwise, between CMSADHAR and any other person including, without limitation, any consultant, contractor, customer, potential customer, or supplier of CMSADHAR; or (d) engage in or participate in any business conducted under any name that shall be the same as or similar to the name of CMSADHAR or any trade name used by CMSADHAR.
29. No license under any patents, copyrights, trademarks or any other intellectual property rights of CMSADHAR/ its affiliates / its Service Provider(s)/ third party(ies) is granted to or conferred upon to the Retailer/Distributor/Master Distributor by virtue of being the Retailer/Distributor/Master Distributor/ State Head of CMSADHAR. The Retailer/Distributor/Master Distributor/ State Head shall not acquire any interest and right on the trademark(s), trade name(s), logo, etc. of other party including CMSADHAR by virtue of this Agreement and shall not use the logos, trademark of CMSADHAR/owner of intellectual property on including interalia the Retailer/Distributor/Master Distributor's/ State Head Rubber stamps, letterheads, Visiting Cards, websites etc. and/or any such material in whatsoever manner.
30. The Retailer/Distributor/Master Distributor/ State Head agrees to protect the logo, trade name and trademark of CMSADHAR and not use the same, in any unauthorised manner, whatsoever, including interalia as a tool for acknowledging payments accepted by the Retailer/Distributor/Master Distributor/his representative, thereby creating false impression about the authenticity of such acknowledgment / receipt. The Retailer/Distributor/Master Distributor/ State Head hereby undertakes to indemnify, defend and hold CMSADHAR harmless for all loss(es) / damage(s) arising due to infringement of this clause.The Retailer/Distributor/Master Distributor/ State Head is aware of the consequences, if at all, the Retailer/Distributor/Master Distributor / State Head and/or his representative are found in unauthorized use of CMSADHAR logo/ trade name(s) in any manner, then strict action shall be taken against the Retailer/Distributor/Master Distributor/ State Head, including permanent deactivation of his Services, but not limited to any other legal action which CMSADHAR may deem fit and proper, under the provisions of law.
31. The Retailer/Distributor/Master Distributor/ State Head agrees that all information disclosed by CMSADHAR or which the Retailer/Distributor/Master Distributor/ State Head gets in the course of negotiating this Agreement is confidential in nature and hence cannot be disclosed. Each Party may disclose the existence of this Agreement, but agrees that the terms and conditions of this Agreement will be treated as Confidential Information; provided, however, that each Party may disclose the terms and conditions of this Agreement:as required by any court or other governmental body.
32. The Retailer/Distributor/Master Distributor/ State Head also agrees that on and from the date of this Agreement all information, which the Retailer/Distributor/Master Distributor/ State Head may obtain from CMSADHAR pursuant to this Agreement, shall be kept confidential by the Retailer/Distributor/Master Distributor/ State Head and shall not be disclosed to any third party, save and except with the prior written consent of the CMSADHAR.
33. Security of POS User ID and Password: The Retailer/Distributor/Master Distributor/ State Head shall be solely, exclusively and absolutely responsible and liable for safe- guarding and/or securing the confidentiality of the user id and passwords relating to access of CMSADHAR Services and such other relevant information, in whatsoever name called pertaining to the Retailer/Distributor/Master Distributor/ State Head User Account of the Retailer/Distributor/Master Distributor/ State Head.
34. Unauthorized Access: The Retailer/Distributor/Master Distributor/ State Head shall take all necessary precautions to prevent unauthorized and illegal use of CMSADHAR services and unauthorized access to the Retailer/Distributor/Master Distributor/ State Head Accounts provided by CMSADHAR. The Retailer/Distributor/Master Distributor/ State Head hereby agrees that CMSADHAR shall not be held liable and/or responsible for any wrong doings/ misappropriation/ misrepresentation/any leakage of passwords and for any liability arising due to insufficient security maintained by the Retailer/Distributor/Master Distributor/ State Head with respect to the Retailer/Distributor/Master Distributor/ State Head account. CMSADHAR shall take all commercially viable and/or reasonable care to, ensure the security of and to prevent unauthorized access, using commercially viable and reasonable technology available to CMSADHAR.
35. CMSADHAR shall not be liable and/or responsible for any fraud/fake transactions occurring from the Retailer/Distributor/Master Distributor/ State Head id by any third party. CMSADHAR takes utmost care for encryption of the Retailer/Distributor/Master Distributor/ State Head 's personal details. However, CMSADHAR cannot control the misuse of the sensitive information like password/s once it is handed over to the Retailer/Distributor/Master Distributor/ State Head. Retailer/Distributor/Master Distributors shall be responsible to follow standard guidelines for securing their id/password for the CMSADHAR Software.
36.. The Retailer/Distributor/Master Distributor/ State Head hereby warrants, covenants and undertakes that it shall Promptly, effectively, efficiently and professionally sell, market, distribute and promote the Services and shall promptly respond to all inquiries by any customer or potential customer in relation to the Services. at all times co-operate with CMSADHAR's representative(s) and promptly report to CMSADHAR any complaints or customer feedback relating to the Services which may come to the Retailer/Distributor/Master Distributor/ State Head 's attention. ) Conduct its operations in compliance with applicable law, these Terms and Conditions and all guidelines and instructions that may be provided by CMSADHAR from time to time.
37. The Retailer/Distributor/Master Distributor/ State Head agrees that it shall be solely liable and responsible for any seizure of instruments provided by CMSADHAR to it by any governmental authority for its actual or alleged illegal and unlawful act.
38. The Retailer/Distributor/Master Distributor/ State Head agrees that it shall be solely liable and responsible for taking any type of Insurance including but not limited to Cash handling/transit Insurance, in accordance to provide protection to CMSADHAR business accordingly from time to time.
39. The Retailer/Distributor/Master Distributor/ State Head agrees and undertakes to ensure that the contact details including phone number and/or any other credentials of the consumer/s which needs to be captured on CMSADHAR platform for acknowledging the transaction done at CMSADHAR network, should be genuinely of the customer and/or taken from the customer/s and the Retailer/Distributor/Master Distributor/ State Head shall not put his own or any fake / wrong credentials on behalf of customer/s, in any manner whatsoever.
40. The Retailer/Distributor/Master Distributor/ State Head also agrees that it shall during the Term of this Agreement, allow CMSADHAR and/or any other statutory authority/ person of its management, auditors, regulators and/or agents the opportunity of inspecting, examining, auditing and/or taking copies of any records with the Retailer/Distributor/Master Distributor/ State Head in relation to the performance of the Services by the Retailer/Distributor/Master Distributor/ State Head.
41. The Retailer/Distributor/Master Distributor/ State Head shall co-operate with such internal or external auditors and/or as defined above to assure a prompt and accurate audit of the Retailer/Distributor/Master Distributor/ State Head 's records and data and shall also co-operate in good faith and in best efforts basis with CMSADHAR to correct any practices, which are found to be deficient as a result of any such audit within a reasonable time.
42. The Retailer/Distributor/Master Distributor/ State Head shall perform its responsibilities under these Terms and Conditions diligently and shall strive to increase the sale of CMSADHAR Services to the best of its ability and shall always maintain a good relationship with the specified Distributor and the customers and shall maintain total transparency in relation to the same.
43. The Retailer/Distributor/Master Distributor/ State Head represents and warrants that: it has had a full and adequate opportunity to read and review this Agreement and to be thoroughly advised of the terms and conditions of this Agreement by an attorney or other personal representative, and has had sufficient time to evaluate and investigate the provision of Services under this Agreement and the financial requirements and risks associated with the same; Neither the execution of this Agreement nor the performance of the Retailer/Distributor/Master Distributor' State Head ‘s obligations under this Agreement will result in a violation or breach of any other agreement by which the Retailer/Distributor/Master Distributor/ State Head is bound; it has and will continue to have the power and authority to be bound by these Terms and Conditions and to perform and fulfill all activities contemplated herein and that no other person or entity is required to consent or provide permission to the activities contemplated under these Terms and Conditions and the Retailer/Distributor/Master Distributor/ State Head is not subject to any agreement, judgment or order inconsistent with these Terms and Conditions; (a) the entry into and performance of these Terms and Conditions in accordance therewith shall not result in a violation of applicable law, its charter documents or any other agreement by which it is bound; and it is adequately insured for all liabilities specified herein.
44. The warranties provided herein by the Retailer/Distributor/Master Distributor/ State Head are in addition to and do not exclude any of the implied warranties under the applicable law with respect to the activities contemplated under these Terms and Conditions.
45. Governing Law: These Terms and Conditions shall be governed by, and construed in accordance with Indian law as such law shall from time to time be in effect, subject to Delhi Jurisdiction courts only. 46. Dispute Resolution: The Parties shall try and resolve disputes, if any, arising under these Terms and Conditions amicably failing which the same shall bereferred to arbitration in accordance with the Arbitration and Conciliation Act, 1996 or any modifications or re-enactments thereof. The arbitration shall be conducted by a sole arbitrator agreed between both Parties. The venue of arbitration shall be New Delhi Only. The arbitration proceedings shall be in English. The award shall be final and binding on the Parties. A Retailer/Distributor/Master Distributor/ State Head is a business associate and the relationship is created under this agreement. In no way the Retailer/Distributor/Master Distributor/ State Head is a customer of CMSADHAR and shall not be entitled to the remedy under consumer dispute Act. In the event of disputes between the Retailer/Distributor/Master Distributor/ State Head and any other operator of CMSADHAR Retail Outlet, such disputes shall be resolved by an officer of CMSADHAR, whose decision shall be final and binding.
47.The Retailer/Distributor/Master Distributor/ State Head hereby acknowledges that all of the rights provided under these Terms and Conditions including area of operation, without limitation, the limited license to use CMSADHAR Intellectual Property are non-exclusive in nature and nothing herein shall be read to prejudice any right that CMSADHAR to any other person any other right or permission to perform the activities contemplated under these Terms and Conditions.
48. If CMSADHAR is prevented from performing any of its obligations under this Agreement due to any cause beyond CMSADHAR's reasonable control, including, but without limitation to, any act of God, fire, flood, explosion, war, strike, embargo, government authority / regulation, civil or military authority, acts or omissions of carriers, transmitters, providers, vandals, or hackers, major system break down and data loss beyond recoverable (a "Force Majeure Event") the time for CMSADHAR's performance will be extended for the period of the delay or inability to perform due to such occurrence; provided, however that if CMSADHAR is unable to cure that event within 30 (thirty) days of the Force Majeure Event ceasing, or such further time as may be granted by CMSADHAR , CMSADHAR may terminate the Retailer/Distributor/Master Distributor/ State Head 's appointment without any compensation or damages.
49. CMSADHAR shall be entitled to injunctive relief in the event of breach of the terms of these Terms and Conditions by the Retailer/Distributor/Master Distributor/ State Head to prevent or curtail any actual or threatened breach by the Retailer/Distributor/Master Distributor of the express provisions of these Terms and Conditions or purpose fundamental (though not expressed) to signing of these Terms and Conditions.
50. The Services rendered by the Retailer/Distributor/Master Distributor/ State Head under this Agreement shall be provided to CMSADHAR on "Principle to Principle" basis, and nothing in this Agreement creates or shall be deemed to. create the relationship of partners, a joint venture, employer-employee, or principal-agent between the Parties. The Retailer/Distributor/Master Distributor/ State Head shall not, without CMSADHAR's prior written approval, either on its invoices, letterheads or any other place or by any other means, orally or in writing, make any statement or representation, calculated or liable to induce others to believe that the Retailer/Distributor/Master Distributor/ State Head is the agent of CMSADHAR or do any act, deed or things to bind CMSADHAR in any way in dealing with any third party (ies). The Retailer/Distributor/Master Distributor/ State Head is providing services to the customers and any dispute with the consumer shall be sole responsibility of the Retailer/Distributor/Master Distributor/ State Head.
51. Any notice required to be provided hereunder by one Party to the other shall be given in writing and shall be delivered by (a) personal messenger, (b) proof of delivery requested courier service or (c) facsimile. All notices shall be delivered to the address of the Parties as provided in the Retailer/Distributor/Master Distributor/ State Head Application Form.
52. The Retailer/Distributor/Master Distributor/ State Head may not assign or delegate any of its rights or obligations hereunder without a prior written consent from CMSADHAR. Subject to the foregoing, the rights and obligations under these Terms and Conditions shall ensure to the benefit of, and shall be binding upon, the heirs, legatees, successors, representatives, and permitted assigns of the respective Parties.53. For the purpose of this Agreement, the term "Software" shall include custom built software that is owned by CMSADHAR, or software that has been licensed from third party suppliers by CMSADHAR and in relation to which CMSADHAR has obtained the right to sub license from such third party suppliers.
54. The Retailer/Distributor/Master Distributor/ State Head shall not sublicense, assign or otherwise transfer the said Software to any person and/or any third party and is expressly prohibited from distributing, sublicensing, assigning, transferring or otherwise, the Software, or other technical documentation /information pertaining thereto, or any portions thereof in any form.
55. The Retailer/Distributor/Master Distributor/ State Head shall not make any changes / modifications / alterations in entire / any part of Software / Intellectual Property of CMSADHAR
56. If for any reason whatsoever any provision of these Terms and Conditions is or becomes, or is declared to be, invalid, illegal or unenforceable under applicable law, then the Parties will negotiate in good faith to agree on one or more provisions to be substituted therefor, which provisions shall, as nearly as practicable, leave the Parties in the same or nearly similar position to that which prevailed prior to such invalidity, illegality or unenforceability. Such invalidity,illegality or unenforceability shall not affect any other provisions of these Terms and Conditions, and these Terms and Conditions shall be construed as if such invalid, illegal or unenforceable provision had never been contained in these Terms and Conditions, and the remaining provisions of these Terms and Conditions shall be given full force and effect.
57. No change, alteration, modification or addition to these Terms and Conditions shall be valid unless in writing and properly executed by CMSADHAR.
58. A waiver by CMSADHAR in respect of a breach of a provision of these Terms and Conditions by the Retailer/Distributor/Master Distributor/ State Head will not be deemed to be a waiver in respect of any other breach and the failure of CMSADHAR to enforce at any time a provision of these Terms and Conditions will in no way be interpreted as a waiver of such provision.
59. Nothing in these Terms and Conditions, unless expressly provided for herein, is intended to confer upon any person, other than the Parties hereto and their permitted successors and assigns, any rights or remedies under or by reason of these Terms and Conditions.
60. The Parties shall do or cause to be done such further acts, deeds, matters and things and execute such further documents and papers as may be reasonably required to give effect to the terms of these Terms and Conditions.
61. The Retailer/Distributor/Master Distributor/ State Head shall bear all taxes, fees, levies and other expenses in relation to its appointment pursuant to these Terms and Conditions.
62. The rights, powers, privileges and remedies provided in these Terms and Conditions are cumulative and are not exclusive of any rights, powers, privileges or remedies provided by applicable law or otherwise. No failure to exercise nor any delay in exercising any right, power, privilege or remedy under these Terms and Conditions shall in any way impair or affect the exercise thereof or operate as a waiver thereof in whole or in part. Similarly, no single or partial exercise of any right, power, privilege or remedy under these Terms and Conditions shall prevent any further or other exercise thereof or the exercise of any other right, power, privilege or remedy.
63. If the Retailer/Distributor/Master Distributor/ State Head is an individual, in the event of his/her death, incapacity or inability to operate the Retail Outlet, his/her successor or assignee shall continue to operate the Retail Outlet only after obtaining a prior written consent from CMSADHAR.
64. If the Retailer/Distributor/Master Distributor/ State Head is a partnership or a company, in the event of a change in control of the partnership or company, due to a change in the partnership or change in management or majority shareholding of the company, as the case may be, the successors in interest or permitted assigns of the partnership or the company, as the case, may continue to operate the Retail Outlet only after obtaining a prior written consent from CMSADHAR.
65. These Terms and Conditions shall cease to have effect upon expiry of the Term. Either Party hereto shall have the right to terminate the Agreement without cause by written notice of 30 days to the other Party.
66. CMSADHAR shall be entitled to terminate the appointment of the Retailer/Distributor/Master Distributor/ State Head by written notice of Thirty [30] days to the Retailer/Distributor/Master Distributor/ State Head in the following circumstances: (a) the Retailer/Distributor/Master Distributor / State Head commits any breach of any of the provisions of these Terms and Conditions and, in the case of a breach capable of remedy, fails to remedy the same within 15 (fifteen) days after receipt of a written notice giving particulars of the breach and requiring it to be remedied; the Retailer/Distributor/Master Distributor/ State Head at any time breaches any obligation in relation to CMSADHAR Intellectual Property: repeated failure to deposit the proceeds of transactions on a daily basis; CMSADHAR, subsequent to ascertaining the commercial viability of continuing the appointment of the Retailer/Distributor/Master Distributor/ State Head, determines that the Retailer/Distributor/Master Distributor/ State Head is not a fit person to carry out the obligations imposed on it; the Retailer/Distributor/Master Distributor/ State Head assigns its rights and obligations under these Terms and Conditions in an unauthorized manner immediately upon the occurrence of the Retailer/Distributor/Master Distributor/ State Head becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors.
67. CMSADHAR shall be entitled to terminate the Appointment without notice: if, by the acts or default of the Retailer/Distributor/Master Distributor/ State Head, CMSADHAR suffers damage to its name and reputation; in the circumstance described in Clause 13.4 (Force Majeure); a change in control or management of the Retailer/Distributor/Master Distributor/ State Head; any event that would affect the ability of the Retailer/Distributor/Master Distributor/ State Head to perform its obligations: any of the directors/partners/proprietor of the Retailer/Distributor/Master Distributor/ State Head are convicted of any criminal charge; the Retailer/Distributor/Master Distributor/ State Head is certified and declared to be of unsound mind.
68. CMSADHAR shall be entitled to terminate the appointment of the Retailer/Distributor/Master Distributor/ State Head by giving written notice of seven [7] days to the Retailer/Distributor/Master Distributor/ State Head, with or without assigning any reasons.
69. The right to terminate the appointment of the Retailer/Distributor/Master Distributor/ State Head under this Clause shall be without prejudice to any other right or remedy of CMSADHAR in respect of the breach concerned, if any, or any other breach. Upon termination of appointment of the Retailer/Distributor/Master Distributor/ State Head within Fifteen (15) days from the date of termination, should clear all amounts due to CMSADHAR under these Terms and Conditions; immediately return to CMSADHAR all Confidential Information provided to the Retailer/Distributor/Master Distributor/ State Head under this Agreement; immediately return to CMSADHAR all material provided to the Retailer/Distributor/Master Distributor/ State Head under this Agreement; immediately discontinue and cease to use the CMSADHAR Intellectual Property and shall immediately hand over any and all copies or documentation of such Intellectual Property, including POPs and other manuals, the terminal and software supplied by CMSADHAR, if any; immediately and permanently remove the software or cause it to be removed from all human and machine readable media (or other memory devices); return all originals and/or copies of the Confidential Information, including the publicity and marketing materials in its possession; provide remote access to CMSADHAR to disable any software that CMSADHAR had installed; remove all signboards, banners, glow signboards of CMSADHAR from its office and also all such material, which will indicate any association with CMSADHAR cease to promote, market or advertise CMSADHAR or its products/services; the Retailer/Distributor/Master Distributor/ State Head shall grant CMSADHAR, its employees or agents, access to its information technology systems for a period of Ninety (90) working days after termination.
70. Upon CMSADHAR serving a notice of termination, or upon expiry of the Term, the Retailer/Distributor/Master Distributor/ State Head shall ensure that during the period of 1 (one) month leading to the termination, all systems and procedures will be strictly adhered to and all customers are handled properly. All enquiries from customers will be diverted to CMSADHAR.
71. Notwithstanding the above, the Retailer/Distributor/Master Distributor/ State Head shall not, if so directed by CMSADHAR, discontinue the Services during the notice period and shall continue to provide the Services as per these Terms and Conditions until indicated otherwise by CMSADHAR.
72. In the event of termination of these Terms and Conditions, the Parties shall settle all claims existing between them, after reconciliation of the accounts. Thereafter, the Retailer/Distributor/Master Distributor/ State Head shall have no right or claim or entitlement of any kind of compensation or any other payment and CMSADHAR shall not, under any circumstances, be liable or responsible, individually or collectively or fully or partly, for any kind of loss or expenses incurred by the Retailer/Distributor/Master Distributor/ State Head including any loss of profits, opportunity cost.
73. The Retailer/Distributor/Master Distributor/ State Head hereby undertakes to indemnify, defend and hold harmless CMSADHAR, its affiliates, officers, directors, employees, agents, successors and assignees (collectively the "Indemnified Parties") from and against all claims, damages (special or consequential), losses and expenses, including court costs and reasonable fees and expenses of attorneys, expert witnesses and other professionals, arising out of or resulting from: (a) any action by a third party against the Indemnified Parties that is based on any negligent act, material omission or wilful misconduct of the Retailer/Distributor/Master Distributor/ State Head or its employees, personnel, officers or agents and which results in: any bodily injury, sickness, disease or death; any injury or destruction to tangible or intangible property (including computer programs and data) or any loss of use resulting thereof, or, any violation of any statute, ordinance, or regulation; (b) any loss, damage or prejudice suffered by any of the Indemnified Parties due to the breach by the Retailer/Distributor/Master Distributor/ State Head of any applicable laws, by-laws, regulations and guidelines; (c) any loss, damage or prejudice suffered by any of the Indemnified Parties due to the Retailer/Distributor/Master Distributor/ State Head representing/providing wrong information to third parties in an unauthorized manner on behalf of CMSADHAR; (d) any loss, damage or prejudice suffered by reason of any claim or proceeding by any third party against any of the Indemnified Parties due to the infringement of CMSADHAR Intellectual Property by the Retailer/Distributor/Master Distributor/ State Head during the provision of the Services; (e) any loss, damage or prejudice suffered by any of the Indemnified Parties due to any claim made by the Retailer/Distributor/Master Distributor/ State Head 's employees against CMSADHAR for non-compliance with any labour laws, and (f) any misrepresentation of any representation or warranty of the Retailer/Distributor/Master Distributor/ State Head under these Terms and Conditions
74. I/We certify that the above information is correct and true to the best of my knowledge and belief. I/We further confirm that I/We have read and understood all the terms and conditions governing my engagement as Retailer/Distributor/Master Distributor/ State Head. I/We shall abide by these terms and conditions and do understand that these may be amended by the Company from time to time and the same would be acceptable to me all the time as long as work as an Retailer/Distributor/Master Distributor/ State Head. I/We confirm having received a copy of these terms and conditions and have also perused these terms and conditions on the website of the Company www.fajlkaservices.com . I/We shall keep myself abreast of all the changes to be made by the Company in the terms and conditions from time to time and the same would be obtained by me directly from the website of the Company. I/We have fully understood that the one time registration fee paid by me is not refundable. No cash has been paid by me to any employee of the Company.
75. I/we undertake to always display the rate list of the applicable charges on domestic remittance and shall not overcharge the customers under any circumstances. I/we shall be responsible for payment of all kinds of the taxes including the GST in respect of any charges realised from the customers/Retailer/Distributor/Master Distributors/ State Head end users on the domestic remittance.
76. I/We hereby undertake that have resigned from all other BCs where ever I had worked previously and am not working with any other BC or any money transfer agency.
77. I/We further declare that I will exclusively work with CMSADHAR , In respect of Money Transfer till the pleasure of the CMSADHAR Or till my services/association is withdrawn/discontinued by the CMSADHAR Or upto the time resign from CMSADHAR.
78. have read and fully understood and hereby confirm to undertake, accept and abide by the contents of these Terms and Conditions.
79. The Retailer/Distributor/Master Distributor/ State Head hereby understands and agrees that being a CMSADHAR Retailer/Distributor/Master Distributor/ State Head, CMSADHAR may communicate include communications including but not limited to voice, SMS, digital, video, and/or any other mode of innovative communication method, as deemed fit and proper by the Company and that these communications are considered as part and parcel of the Services. The Retailer/Distributor/Master Distributor/ State Head shall not be able to opt out of receiving these messages and/or communication in any way whatsoever and the Retailer/Distributor/Master Distributor/ State Head hereby agrees to receive any communication from the Company. The Retailer/Distributor/Master Distributor/ State Head also understands that the communication may include and contain advertisements.
80. I/we hereby also declare that have also been apprised that these terms and conditions are also available on the website of the CMSADHAR - www.fajlkaservices.com which have been duly perused by me on the website of the Company. I/We also undertake that and any change in the terms and conditions governing my/our appointment may not be notified by CMSADHAR to me/us but shall be binding on me/us if the change in the terms and conditions are made online by CMSADHAR. I/We undertake to keep myself/ourselves updated in respect of change in the Terms and Conditions initiated/made by CMSADHAR in its Website- www.fajlkaservices.com
81. I/We undertake to immediately inform the Company of all my cash deposits and transfer of funds into the designated Bank Accounts of the Company and shall get the limit from the Company thereafter. I/We will ensure myself that the working limit in the portal by the Company against the cash deposit/fund transfer is made available to me immediately and this will remain as my/our basic responsibility. I/we have noted that the Company will not be held responsible for not assigning of any working limit against my cash deposits/fund transfer if fail to inform the Company immediately after the deposits and do not get my working limit within two hours of cash deposit/fund transfers made by me/us. I/We have understood very well that in case of any negligence on my/our part in this regard, may lead to the working limit to someone else by mistake knowingly or unknowingly, for which the Company will not be held responsible under any circumstances. I/we will ensure at my/our own that the proper communication is received at the Company and any failure in this regard would be my/our own responsibility and Company will not be held responsible for that. I/we shall always remain abide by all the terms and conditions as specified above and as may be changed from time to time by the Company in respect of use of the portal and in respect of the domestic money transfer.
82. I/we shall inform immediately in case any excess amount is received in my portal by any means including by the distributor. I/we expressly authorise to the Company for withdrawing any excess amount given by mistake by the Company or by the distributor. I/we expressly accept the right of the Company to adjust any amount which I/we may owe to the Company at any point of time and even for the accrual of all kinds of liabilities which may fall upon me/us due to any kind of claim of the Company.
83. I/we shall remain always vigil in respect of my/our statement of transactions and balances in the statement and shall report any discrepancy therein to the Company immediately and not later than 24 hours from the time of discrepancy. I/we shall not hold Company responsible on account of any lapse on my/our part in this regards.
84. I/we undertake to always display the rate list of the applicable charges on domestic remittance and shall not overcharge the customers under any circumstances. I/we shall be responsible for payment of all kinds of the taxes including the service tax in respect of any charges realised from the customers/Retailer/Distributor/Master Distributors/ State Head /end users on the domestic remittance.
85. I/We have read and fully understood and hereby confirm to undertake, accept and abide by the contents of these Terms and Conditions. When you visit fajlka.com or send e-mails to us, you are communicating with us electronically. You will be required to provide a valid phone number. We may communicate with you by e-mail, SMS, phone call or by posting notices on the website or by any other mode of communition.
