Terms and Conditions

• INTRODUCTION:
• We would like you to read these general terms of conditions (“Terms of Use” / “Terms of Service” / “Terms”) carefully before you use our platform or any of its services (“Services”). These Terms are legally binding and govern the use of our website, our mobile application, our API and other properties collectively called as the “Instaape” or “Platform” created by “OTPay India Pvt. Ltd.”, a digital financial facilitation service provider, a company incorporated under the Companies Act, 2013 and having its registered office at Office No. 02A, Fourth Floor, A building City Vista, Fountain Road, Kharadi, Pune, Maharashtra 411014 (hereinafter referred to as the “Company”, which expression shall unless repugnant to the context or meaning thereof mean and include its successors and permitted assigns) is engaged in the Business.
• These Terms are a binding agreement between you and Instaape. These Terms are in addition to and not in derogation of any other terms stipulated by Instaape from time to time. In case of any conflict between these Terms and such other terms, these Terms will prevail. Throughout this document, we use the terms “we” and “our” to refer to Instaape and the terms “you” and “your” to refer to you, the User of the Platform. Both Instaape and the User are collectively referred to as “Parties” and singularly referred to as “Party”.
• The Company may add to, change or remove any part of these Terms and Conditions of Use at any time, without notice to improve your experience on our Platform and on account of changes in Applicable Law.
• Company is now desirous of engaging with various retail partners to assist the Consumers in providing Financial Services through their retail outlets by making available the disseminated Company Services and/or providing such other services as may be intimated by Company from time to time (“Retail Partner(s))”
• You have expressed your desire of engaging with Company as Retail Partner and in this regard have submitted information to Company and have also verified the contents on this Platform (“Verification Process”).
• You understand, agree and acknowledge that your engagement as the Retail Partner and the use of this Platform, Website and/or Company Services including all information, tools and services available from this Platform to the Retail Partner and the Consumer is conditioned upon the successful completion of Verification Process and Your acceptance of all terms, conditions, policies and notices stated here, the terms whereof are subject to change at any time without prior notice to You. Any new features or tools which are added to the current Platform shall also be subject to this Agreement.
  To ensure that You are aware of the changes, please review this Agreement and all the documents referred to hereunder periodically.
• In the event You are representing an incorporated entity, You hereby confirm that You have been expressly authorized by such entity to provide consent to this Agreement, and such entity agrees to be bound by the terms hereunder.
• DEFINITIONS AND INTERPRETATION:

2.1  In the Agreement, unless the contrary intention appears and/or the context otherwise requires, capitalized terms defined by: (i) inclusion in quotations and/ or parenthesis have the meanings so ascribed; (ii) the capitalized terms used herein and not defined in this Agreement shall have the meaning ascribed to them in Company Rules and/or Website; and (iii) the following terms shall have the meanings assigned to them herein below:
“Agreement” / “Terms of Use” means these terms and conditions and all their modifications from time to time in accordance with the provisions contained herein, together with all schedules, annexures and exhibits hereto;
“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 as may be applicable, including but not limited to any guidelines and/or directions issued by the Reserve Bank of India and in each case, any implementing regulation or interpretation issued thereunder including any successor Applicable Law;
“Business” shall mean the business of providing various financial and non-financial services to its customers, either directly or through its business partners, by the means of a technological solution and/or by setting up a network of stores and agents to facilitate the digital dissemination of such financial / non-financial services;
“Business Day” means any day of the week (excluding Saturdays, Sundays and public holidays) or a day on which banking institutions in India are open for general business;

“Confidential Information” means all information (whether oral or recorded in any medium) relating to the business, financial or other affairs (including future plans) of the Company, Retail Partners , Consumers which is treated by the Company, as confidential, or is marked or is by its nature confidential, including but not limited to all Intellectual Property belonging to the Company, their affiliates or any of the other Retail Partners or BPs as the case may be, together with the existence and contents of this Agreement (including all Schedules), any ancillary documents and the negotiations relating to this Agreement;

“Competing Business” shall mean:

• (i)Business; and/or
• (ii)consulting in the area of Business.

“Consumer” shall mean the consumer that undertakes a transaction on the Platform and /or avail Company Services and that is bound by the consumer terms and conditions between the Company and such consumer;
“Effective Date” shall mean the date of Retail Partner’s acceptance of this Agreement;
“Financial Services” shall mean the financial services provided by various service providers to the Consumers utilizing the Company Services on the Platform;

“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 hereby;
“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 Company Services utilizing the Platform and includes without limitation (a) 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; (b) 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; (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 Company to Retail Partner during the course of or in relation to the Services; 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, labelling specifications, rights on software, and any other knowledge or know-how of any nature whatsoever;
“Material Breach” shall mean any material breach of the terms of this Agreement by Retail Partner including but not limited to any breach of provisions of Clause 8 and Clause 9 of this Agreement;
“Person” shall mean any individual (including personal representatives, executors or heirs of a deceased individual) or legal entity, including but not limited to, any partnership, joint venture, corporation, trust, unincorporated organization, limited liability company, limited liability partnership or Governmental Authority;
“Platform” shall mean the Software accessible through the Website;
“Proprietary Items” shall mean any document, record, notebook, plan, model, component, device, communication device, computer software or code, or Confidential Information or Trade Secret whether embodied in a disk or in any other form, including electronic form owned and/or used by the Company;
“Principal Service Provider” / “PSP” shall mean the Company;
“RBI” shall mean the Reserve Bank of India;

“Services” shall mean: (a) services provided by Retail Partners with respect to assisting the Consumers in making available the Financial Services utilizing the Company Services and/or Platform at its Retail Outlets or such other place as may be permitted by Company; and/or (b) such other services as intimated by Company to Retail Partner from time to time;
“Software” shall include custom built software that is owned by Company, or software that has been licensed from third party suppliers by Company and in relation to which Company has obtained the right to sub license from such third party suppliers, as modified/ replaced from time to time, that enables Retail Partner to utilize Company Services on communication devices such as computers, mobile phones and other handheld wireless devices etc. as identified by Company from time to time;
"Related Entities" shall mean any parent company, subsidiaries, affiliated corporations, partnerships, or joint ventures of the Company;
“Trade Secret” shall mean any information, user flow steps, screens, including a formula, pattern, compilation, program, device, method technique, or process that derives independent economic value, actual or potential, from being not generally known to, and not being readily ascertainable by proper means by, other persons who can derive economic value from its disclosure or use, including but not limited to the patented information and processes as well as the unpatented information and processes comprising, underlying, arising from, and associated with and/or used by the Company or any Related Entity;
“Tax” or “Taxes” shall mean any and all taxes, 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 thereto;
“You” or “Your”; shall mean any natural or legal person who has access to and is using the Platform for the purpose of being engaged as a Retail Partner in accordance with the terms of this Agreement; and
“Website” shall mean and include www.instaape.in, mobile application of Company, any successor website/ applications, any website of Related Entity or any other channel facilitated and permitted by Company including but not limited to App, any other digital medium including phone, displays, emails, social media interfaces, messaging interfaces, wallet, payment intermediaries using Company’s interface.

2.1 Interpretation: In this Agreement, unless the context otherwise requires:

(i) the headings are inserted for ease of reference only and shall not affect the construction or interpretation of this Agreement;
(ii) references to one gender include all genders;
(iii) any reference to any enactment of statutory provision is a reference to it as it may have been, or may from time to time be, amended, modified, consolidated or re-enacted (with or without modification) and includes all instruments or orders made under such enactment;
(iv) words in the singular shall include the plural and vice versa;
(v) any reference of “days” would mean “calendar days” and similarly reference of year and month would mean “calendar month” and “calendar year”;
(vi) any reference to  “intimation”and “intimated”  shall include any intimations provided by Company on Website and/or Platform.
(vii) unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day if the last day of such period is not a Business Day; and whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a Business Day, such payment shall be made or action taken on the next Business Day; and
(viii)Any reference to “writing” shall include printing, typing, lithography, transmissions by facsimile or in electronic form (including e-mail) and other means of reproducing words in visible form including but not limited to any instructions provided by Company on Website and/or Platform.
2.3 No provisions shall be interpreted in favour of, or against, any Party by reason of the extent to which such Party or its counsel participated in the drafting hereof or by reason of the extent to which any such provision is inconsistent with any prior draft hereof.

3.  SCOPE OF THIS AGREEMENT:
3.1. ACCEPTANCE AND APPOINTMENT AS RETAILER/DISTRIBUTOR/MASTER DISTRIBUTOR:
3.1.1 These Terms and Conditions shall come into force from the date (Effective Date) of Retailer/Distributor/Master Distributor Application Form attached herewith. Within 30 (thirty) days from the date of acceptance by Retailer/Distributor/Master Distributor, the Retailer/Distributor/Master Distributor shall commence business in accordance with these Terms and Conditions.

3.1.2. The Retailer/Distributor/Master Distributor acknowledges that it has read and understood these Terms and Conditions at the time of making an application to OTPAY INDIA PRIVATE LIMITED for operation of a retail outlet to provide the Services (as defined herein) under the name and style of “OTPAY INDIA PRIVATE LIMITED” 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.
3.1.3 During the Term and subject to these Terms and Conditions, OTPAY INDIA PRIVATE LIMITED hereby appoints the Retailer/Distributor/Master Distributor and the Retailer/Distributor/Master Distributor hereby accepts the appointment as a OTPAY INDIA PRIVATE LIMITED Retailer/Distributor/Master Distributor, to establish and operate a retail outlet at such address as specified in the Retailer/Distributor/Master Distributor 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 Application form shall be permitted, except with the prior written consent from OTPAY INDIA PRIVATE LIMITED whereas such consent shall be signed by the Authorized Representative of the level of Vice President or above.
3.1.4 The appointment of the Retailer/Distributor/Master Distributor under these Terms and Conditions shall remain valid up to the termination (“Term”). OTPAY INDIA PRIVATE LIMITED may exercise its right of withdrawal by giving a notice in writing to the Retailer/Distributor/Master Distributor 1 (one) month prior to withdrawal unless any breach of this agreement by the Retailer/Distributor/Master Distributor.
3.1.5 The Retailer/Distributor/Master Distributor may describe himself as an 'authorized Retailer/Distributor/Master Distributor' of OTPAY INDIA PRIVATE LIMITED, but must not hold [itself/himself] out as being entitled to bind OTPAY INDIA PRIVATE LIMITED in any way. The Retailer/Distributor/Master Distributor 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 OTPAY INDIA PRIVATE LIMITED.
3.1.6 OTPAY INDIA PRIVATE LIMITED is in the business of facilitating/distributing/marketing/providing product(s)/service(s) of various service providers to enable them to expand the distribution networks for the services provided by them.
3.1.7 The Retailer/Distributor/Master Distributor has understood the business model and is aware that OTPAY INDIA PRIVATE LIMITED is just a facilitator and distributor of products and services and does not own such services or products by itself. OTPAY INDIA PRIVATE LIMITED 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. OTPAY INDIA PRIVATE LIMITED 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 OTPAY INDIA PRIVATE LIMITED or that of the Service Providers’. The Retailer/Distributor/Master Distributor shall be managing his business considering such interruptions.
(i) During the Term of this Agreement and subject to the provisions of this Agreement, Company herby engages You and You hereby agree to be engaged as a Retail Partner. As Retail Partner, Company will allow you to access the Website and/or Platform and depending upon the nature of transactions, You shall: (a) provide Services to Company; and/or (b) avail services from Company and/or third party service providers through the Website and/or Platform.
(ii) During the Term and subject to the provisions of this Agreement, and unless otherwise specified by Company. The Retail Partner shall at its Retail Outlet:
(a) assist Consumers in undertaking transactions and/or utilizing Company Services;
(b) provide such services to Company as is intimated in writing by Company;
(c) assist Company and/or BPs in the marketing of the Company Services; and/or
(d) undertake such other business activities as instructed by the Company and/or informed by BPs from time to time.
(iii) Retail Partner acknowledges and agrees that its appointment is subject to its continuance compliance with the provisions of this Agreement.
(iv) Company may, in order to manage credit risk associated with the transactions on Website / Platform, require Retail Partners to maintain an amount in advance with Company either directly or with the assistance of BP from time to time. Depending upon the nature of Services, Company may restrict certain/all transactions on Website / Platform on account of insufficiency of such advance amount as is required for such Services. Company may rely on factors including but not limited to the nature of Services and the performance record of Retail Partner in evaluating the sufficiency of advance amount required for any transaction on Website / Platform. The determination of such sufficiency / insufficiency shall be at Company’s sole discretion.

• PAYMENTS AND COMMISSIONS:

 

4.1 Non Refundable Registration Fee: The Retailer/Distributor/Master Distributor shall deposit such an amount (“Registration Fees”) by way of a non-refundable registration fee as per commercial terms defined by OTPAY INDIA PRIVATE LIMITED on or before the Effective Date.
4.2 Working Capital: The Retailer/Distributor/Master Distributor shall maintain and deposit with OTPAY INDIA PRIVATE LIMITED working capital (“Working Capital”) in a bank designated and intimated to the Retailer/Distributor/Master Distributor 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. The Retailer/Distributor/Master Distributor shall immediately deposit such further amounts to ensure that the Working Capital is maintained at the aforementioned amounts at all times.

4.3 Working Capital Limit: The Retailer/Distributor/Master Distributor shall be entitled to a credit limit equivalent to the Working Capital balance in the books of OTPAY INDIA PRIVATE LIMITED (“Credit Limit”). The Retailer/Distributor/Master Distributor 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 desires to enter into transactions in excess of the Credit Limit, the Retailer/Distributor/Master Distributor shall deposit the amount either with the Distributor or OTPAY INDIA PRIVATE LIMITED as the case may be to increase its Credit Limit accordingly. The Distributor/ OTPAY INDIA PRIVATE LIMITED shall, at their sole discretion, permit enhancement of the Credit Limit. If the amount is deposited with the Distributor, the Retailer/Distributor/Master Distributor needs to obtain proper receipt and the limit gets enhanced from the Distributor. OTPAY INDIA PRIVATE LIMITED shall not be responsible for any liabilities in such an event.
4.4 Commission: The Retailer/Distributor/Master Distributor 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 intimidated by OTPAY INDIA PRIVATE LIMITED to the Retailer/Distributor/Master Distributor from time to time through its portal, either by way of credit to the Working Capital or the Retailer/Distributor/Master Distributor may deduct the commission due to it, prior to depositing the proceeds of a transaction in the Current Account. The Retailer/Distributor/Master Distributor shall be regularly updated on the Rates of Commission through the Portal. OTPAY INDIA PRIVATE LIMITED, at its sole discretion shall decide the sharing of Gross Margin with the Retailer/Distributor/Master Distributors and its decision will be final. It is presumed that the Retailer/Distributor/Master Distributor has agreed to such commission / margin before the transaction. Any dispute in this regards will not be admissible by OTPAY INDIA PRIVATE LIMITED.

4.5 Prices and discounts: All prices, charges, fees and discounts for all OTPAY INDIA PRIVATE LIMITED Services shall be determined, and may from time to time be revised, by OTPAY INDIA PRIVATE LIMITED at its sole discretion. The Retailer/Distributor/Master Distributor shall not collect cash from the customers by offering discounts on the Services which do not have OTPAY INDIA PRIVATE LIMITED's sanction. The Retailer/Distributor/Master Distributor 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 acknowledges that OTPAY INDIA PRIVATE LIMITED has the right to alter the prices or nullify any sales that have been entered in the portal.
4.6 Taxes: 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. Such amounts shall not be retained by the Retailer/Distributor/Master Distributor while retaining its commission. Payments made to the Retailer/Distributor/Master Distributor shall be subject to such withholdings as prescribed under applicable law. Subject to the aforesaid, OTPAY INDIA PRIVATE LIMITED assumes no responsibility for the tax compliance of the Retailer/Distributor/Master Distributor.
4.7 Costs: All costs and expenses for operation of OTPAY INDIA PRIVATE LIMITED 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.
4.8 Activity/Inactivity charges: A minimum monthly charges plus Taxes may be levied by OTPAY INDIA PRIVATE LIMITED and the same shall be deducted from the Retailer/Distributor/Master Distributor’s Working Capital balance. The Retailer/Distributor/Master Distributor hereby agrees and acknowledges to pay such charges as intimated to the Retailer/Distributor/Master Distributor from to time.

4.9 Set off: OTPAY INDIA PRIVATE LIMITED may, deduct sums due from the Retailer/Distributor/Master Distributor under these Terms and Conditions from any sums due to the Retailer/Distributor/Master Distributor under the same and the Retailer/Distributor/Master Distributor hereby consents to such set off being made by OTPAY INDIA PRIVATE LIMITED.

5. OPERATION OF RETAIL:
During the Term, the Retailer/Distributor/Master Distributor shall render the services (“Services”) of OTPAY INDIA PRIVATE LIMITED, 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, OTPAY INDIA PRIVATE LIMITED 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 will be required to perform the Services and the Retailer/Distributor/Master Distributor shall be bound by all such modifications, alterations and amendments made by OTPAY INDIA PRIVATE LIMITED.

5.1 The Retailer/Distributor/Master Distributor shall only market, distribute, sell or promote such OTPAY INDIA PRIVATE LIMITED Services as are permitted expressly by OTPAY INDIA PRIVATE LIMITED. The Retailer/Distributor/Master Distributor 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, OTPAY INDIA PRIVATE LIMITED may, at its sole discretion, intimate the Retailer/Distributor/Master Distributor that the Retailer/Distributor/Master Distributor is entitled to sell, market, distribute and promote such product or service. OTPAY INDIA PRIVATE LIMITED shall also have the right to direct the Retailer/Distributor/Master Distributor to discontinue providing any of the OTPAY INDIA PRIVATE LIMITED Services at the Retail Outlet without assigning any reason whatsoever.

5.2 OTPAY INDIA PRIVATE LIMITED shall specify to the Retailer/Distributor/Master Distributor, 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 OTPAY INDIA PRIVATE LIMITED Software/Services etc, for effectively providing the OTPAY INDIA PRIVATE LIMITED Services, which the Retailer/Distributor/Master Distributor shall acquire at its sole expense. In case of the MPOS Application, the Retailer/Distributor/Master Distributor shall be entitled to install the OTPAY INDIA PRIVATE LIMITED Software on that particular mobile device and/or any such other device, which is proposed to be registered with OTPAY INDIA PRIVATE LIMITED for availing OTPAY INDIA PRIVATE LIMITED 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 shall prominently display the OTPAY INDIA PRIVATE LIMITED signage, signboards, logos, etc at a prominent place in the Retail Outlet, strictly in accordance with the directions issued by OTPAY INDIA PRIVATE LIMITED in this regard.
5.3 Upon satisfactory installation and operation of the necessary equipment and peripherals, OTPAY INDIA PRIVATE LIMITED shall, subject to these Terms and Conditions, install the necessary software and other OTPAY INDIA PRIVATE LIMITED Intellectual Property to enable the provision of the Services. All Services shall be provided solely through the portal of OTPAY INDIA PRIVATE LIMITED 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 Retailer/Distributor/Master Distributor which are not transacted through OTPAY INDIA PRIVATE LIMITED Software/portal. However, if any Retailer/Distributor/Master Distributor 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.

5.4 The Retailer/Distributor/Master Distributor 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.
5.5 The Retailer/Distributor/Master Distributor shall keep the Retailer/Distributor/Master Distributor Outlet open for business during normal business hours, or as permitted by law or such other time period as OTPAY INDIA PRIVATE LIMITED may specify from time to time.
5.6 The Retailer/Distributor/Master Distributor 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 shall further ensure that and shall not cause or permit (a) any material that may not be made available to the public under applicable law, including without limitation any vulgar, obscene, pornographic, misleading, defamatory, libellous, offensive, derogatory, threatening, harassing, abusive or violent content, to be made available in the Retail Outlet or (b) any activities that are proscribed under law or reasonably considered to be immoral or against public interest.
5.7 OTPAY INDIA PRIVATE LIMITED 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 and designated employees of the Retailer/Distributor/Master Distributor, 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 OTPAY INDIA PRIVATE LIMITED shall be utilized solely in relation to the provision of Services and the Retailer/Distributor/Master Distributor shall ensure that such materials are not utilized for any other purpose.
5.8 The Retailer/Distributor/Master Distributor shall not encroach/poach upon the areas of operation of other neighbouring Retailer/Distributor/Master Distributors appointed by OTPAY INDIA PRIVATE LIMITED or act in any manner which will prejudice the business prospects of neighbouring Retailer/Distributor/Master Distributors appointed by OTPAY INDIA PRIVATE LIMITED.
6. TERM AND TERMINATION:
6.1 TERM:
(i) This Agreement will be effective from Effective Date and shall remain valid for a period of 5 (five) years unless terminated earlier in accordance with Clause 6.2 of this Agreement (“Term”).
(ii) Upon the expiry of Term and subject to satisfactory performance of Retail Partner’s obligations under the Agreement, this Agreement may be renewed at Company’ option, on such terms and conditions as may be applicable at the time of such renewal. Company may exercise its right of renewal by giving a notice in writing to Retail Partner 30 (thirty) days prior to the completion of the Term.
(iii) If Company decides to renew this Agreement, the Parties shall forthwith execute an agreement on the same terms and conditions and/or such terms and conditions as may be applicable at the time of such renewal. Retail Partner shall ensure that the said agreement is renewed from time to time and Retail Partner agrees and acknowledges that Company shall not be responsible/liable in any manner whatsoever, if Agreement is not renewed and the Retail Partner continues to do business during such period wherein, there is no valid agreement between the Parties.
6.2 TERMINATION:
6.2.1 These Terms and Conditions shall cease to have effect upon expiry of the Term.
6.2.2 Either Party hereto shall have the right to terminate the Agreement without cause by written notice of 30 days to the other Party.
6.2.3 OTPAY INDIA PRIVATE LIMITED shall be entitled to terminate the appointment of the Retailer/Distributor/Master Distributor by written notice of Thirty [30] days to the Retailer/Distributor/Master Distributor in the following circumstances: (a) the Retailer/Distributor/Master Distributor 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; (b) the Retailer/Distributor/Master Distributor at any time breaches any obligation in relation to OTPAY INDIA PRIVATE LIMITED Intellectual Property; (c) repeated failure to deposit the proceeds of transactions on a daily basis; (d) OTPAY INDIA PRIVATE LIMITED, subsequent to ascertaining the commercial viability of continuing the appointment of the Retailer/Distributor/Master Distributor, determines that the Retailer/Distributor/Master Distributor is not a fit person to carry out the obligations imposed on it; (e) the Retailer/Distributor/Master Distributor assigns its rights and obligations under these Terms and Conditions in an unauthorized manner; or (f) immediately upon the occurrence of: (i) the Retailer/Distributor/Master Distributor 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; or
6.2.4 OTPAY INDIA PRIVATE LIMITED shall be entitled to terminate the Appointment without notice: (a) if, by the acts or default of the Retailer/Distributor/Master Distributor, OTPAY INDIA PRIVATE LIMITED suffers damage to its name and reputation; (b) in the circumstance described in Clause 13.4 (Force Majeure); (c) a change in control or management of the Retailer/Distributor/Master Distributor;(d) any event that would affect the ability of the Retailer/Distributor/Master Distributor to perform its obligations; (g) any of the directors/partners/proprietor of the Retailer/Distributor/Master Distributor are convicted of any criminal charge; or (e) the Retailer/Distributor/Master Distributor is certified and declared to be of unsound mind.
6.2.5 OTPAY INDIA PRIVATE LIMITED shall be entitled to terminate the appointment of the Retailer/Distributor/Master Distributor by giving written notice of seven [7] days to the Retailer/Distributor/Master Distributor, with or without assigning any reasons.

6.2.6 The right to terminate the appointment of the Retailer/Distributor/Master Distributor under this Clause shall be without prejudice to any other right or remedy of OTPAY INDIA PRIVATE LIMITED in respect of the breach concerned, if any, or any other breach.
Upon termination of appointment of the Retailer/Distributor/Master Distributor (a) within Fifteen (15) days from the date of termination, should clear all amounts due to OTPAY INDIA PRIVATE LIMITED under these Terms and Conditions; (b) immediately return to OTPAY INDIA PRIVATE LIMITED all Confidential Information provided to the Retailer/Distributor/Master Distributor under this Agreement; (c) immediately return to OTPAY INDIA PRIVATE LIMITED all material provided to the Retailer/Distributor/Master Distributor under this Agreement; (d) immediately discontinue and cease to use the OTPAY INDIA PRIVATE LIMITED 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 OTPAY INDIA PRIVATE LIMITED, if any; (e) immediately and permanently remove the software or cause it to be removed from all human and machine readable media (or other memory devices); (f) return all originals and/or copies of the Confidential Information, including the publicity and marketing materials in its possession; (g) provide remote access to OTPAY INDIA PRIVATE LIMITED to disable any software that OTPAY INDIA PRIVATE LIMITED had installed; (h) remove all sign boards, banners, glow signboards of OTPAY INDIA PRIVATE LIMITED from its office and also all such material, which will indicate any association with OTPAY INDIA PRIVATE LIMITED;
(i) cease to promote, market or advertise OTPAY INDIA PRIVATE LIMITED or its products/services; and (j) the Retailer/Distributor/Master Distributor shall grant OTPAY INDIA PRIVATE LIMITED, its employees or agents, access to its information technology systems for a period of Ninety (90) working days after termination.
6.2.7 Upon OTPAY INDIA PRIVATE LIMITED serving a notice of termination, or upon expiry of the Term, the Retailer/Distributor/Master Distributor 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 OTPAY INDIA PRIVATE LIMITED.
6.2.8 Notwithstanding the above, the Retailer/Distributor/Master Distributor shall not, if so directed by OTPAY INDIA PRIVATE LIMITED, discontinue the Services during the notice period and shall continue to provide the Services as per these Terms and Conditions until indicated otherwise by OTPAY INDIA PRIVATE LIMITED.
6.2.9 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 shall have no right or claim or entitlement of any kind of compensation or any other payment and OTPAY INDIA PRIVATE LIMITED 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 including any loss of profits, opportunity cost.
7. EMPLOYEES:
7.1 The Retailer/Distributor/Master Distributor 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.
7.2 The Retailer/Distributor/Master Distributor acknowledges that it shall be responsible for all acts and omissions of its employees, subordinates, agents, aforesaid assignees or other personnel engaged by the Retailer/Distributor/Master Distributor.

8. EXCLUSIVITY AND NON- COMPETE:
8.1 During the continuation Term of this agreement, the Retailer/Distributor/Master Distributor 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):
(a) market, offer and/or perform services similar to that being developed, offered or sold by OTPAY INDIA PRIVATE LIMITED;
(b)solicit, induce, encourage or attempt to induce or encourage any employee or consultant of OTPAY INDIA PRIVATE LIMITED to terminate his or her employment or consulting relationship with OTPAY INDIA PRIVATE LIMITED, or to breach any other obligation to OTPAY INDIA PRIVATE LIMITED; (c) solicit, interfere with, disrupt, alter or attempt to disrupt or alter the relationship, contractual or otherwise, between OTPAY INDIA PRIVATE LIMITED and any other person including, without limitation, any consultant, contractor, customer, potential customer, or supplier of OTPAY INDIA PRIVATE LIMITED; 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 OTPAY INDIA PRIVATE LIMITED or any trade name used by OTPAY INDIA PRIVATE LIMITED.

9. INTELLECTUAL PROPERTY:

9.1 No license under any patents, copyrights, trademarks or any other intellectual property rights of OTPAY INDIA PRIVATE LIMITED / 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 of OTPAY INDIA PRIVATE LIMITED. The Retailer/Distributor/Master Distributor shall not acquire any interest and right on the trademark(s), trade name(s), logo, etc. of other party including OTPAY INDIA PRIVATE LIMITED by virtue of this Agreement and shall not use the logos, trademark of OTPAY INDIA PRIVATE LIMITED/owner of intellectual property on including interalia the Retailer/Distributor/Master Distributor’s Rubber stamps, letterheads, Visiting Cards, websites etc. and/or any such material in whatsoever manner.

9.2. The Retailer/Distributor/Master Distributor agrees to protect the logo, trade name and trademark of OTPAY INDIA PRIVATE LIMITED and not use the same, in any unauthorised manner, whatsoever, including inter alia 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 hereby undertakes to indemnify, defend and hold OTPAY INDIA PRIVATE LIMITED harmless for all loss(es) / damage(s) arising due to infringement of this clause.
The Retailer/Distributor/Master Distributor is aware of the consequences, if at all, the Retailer/Distributor/Master Distributor and/or his representative are found in unauthorized use of OTPAY INDIA PRIVATE LIMITED logo/ trade name(s) in any manner, then strict action shall be taken against the Retailer/Distributor/Master Distributor, including permanent deactivation of his Services, but not limited to any other legal action which OTPAY INDIA PRIVATE LIMITED may deem fit and proper, under the provisions of law.

10. CONFIDENTIALITY AND SECURITY:
10.1 The Retailer/Distributor/Master Distributor agrees that all information disclosed by OTPAY INDIA PRIVATE LIMITED or which the Retailer/Distributor/Master Distributor 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: (a) as required by any court or other governmental body; (b) as otherwise required by law; (c) to legal counsel of the Parties; (d) in confidence, to accountants, banks, and financing sources and their advisors; (e) in connection with the enforcement of this Agreement or rights under this Agreement; or (f) in confidence, in connection with an actual or proposed merger, acquisition or similar transaction.

10.2 The Retailer/Distributor/Master Distributor also agrees that on and from the date of this Agreement all information, which the Retailer/Distributor/Master Distributor may obtain from OTPAY INDIA PRIVATE LIMITED pursuant to this Agreement, shall be kept confidential by the Retailer/Distributor/Master Distributor and shall not be disclosed to any third party, save and except with the prior written consent of the OTPAY INDIA PRIVATE LIMITED.

SECURITY OF CONFIDENTIAL USER INFORMATION:-

10.3 Security of POS User ID and Password: The Retailer/Distributor/Master Distributor 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 OTPAY INDIA PRIVATE LIMITED Services and such other relevant information, in whatsoever name called pertaining to the Retailer/Distributor/Master Distributor/User Account of the Retailer/Distributor/Master Distributor.

10.4 Unauthorized Access: The Retailer/Distributor/Master Distributor shall take all necessary precautions to prevent unauthorized and illegal use of OTPAY INDIA PRIVATE LIMITED services and unauthorized access to the Retailer/Distributor/Master Distributor Accounts provided by OTPAY INDIA PRIVATE LIMITED. The Retailer/Distributor/Master Distributor hereby agrees that OTPAY INDIA PRIVATE LIMITED 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 with respect to the Retailer/Distributor/Master Distributor account. OTPAY INDIA PRIVATE LIMITED 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 OTPAY INDIA PRIVATE LIMITED.

10.5 Fraud/fake transactions: OTPAY INDIA PRIVATE LIMITED shall not be liable and/or responsible for any fraud/fake transactions occurring from the Retailer/Distributor/Master Distributor id by any third party. OTPAY INDIA PRIVATE LIMITED takes utmost care for encryption of the Retailer/Distributor/Master Distributor’s personal details. However, OTPAY INDIA PRIVATE LIMITED cannot control the misuse of the sensitive information like password/s once it is handed over to the Retailer/Distributor/Master Distributor. Retailer/Distributor/Master Distributors shall be responsible to follow standard guidelines for securing their id/password for the OTPAY INDIA PRIVATE LIMITED Software.

11. WARRANTIES AND CONVENANTS OF THE RETAILER/DISTRIBUTOR/MASTER DISTRIBUTOR:
11.1 The Retailer/Distributor/Master Distributor hereby warrants, covenants and undertakes that it shall
(a) 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;
(b) at all times co-operate with OTPAY INDIA PRIVATE LIMITED's representative(s) and promptly report to OTPAY INDIA PRIVATE LIMITED any complaints or customer feedback relating to the Services which may come to the Retailer/Distributor/Master Distributor's attention;
(c) Conduct its operations in compliance with applicable law, these Terms and Conditions and all guidelines and instructions that may be provided by OTPAY INDIA PRIVATE LIMITED from time to time;
(d) Promote OTPAY INDIA PRIVATE LIMITED's business interests;

(e) not do or omit, or cause to be done or omitted, any act, deed or thing, directly or indirectly which may potentially result in any damage to, loss of reputation of or any loss to OTPAY INDIA PRIVATE LIMITED in any manner whatsoever; (f) employ sufficient number of personnel to provide the Services, who shall be adequately trained to provide the Services;
(g) Ensure all personnel employed by it comply with these Terms and Conditions and the Retailer/Distributor/Master Distributor shall be solely responsible for all acts/omissions of such personnel;
(h) Not enter into any agreements with customers or any other third parties which are contrary to law or to these Terms and Conditions;
(i) adhere to and shall cause its employees, subordinates, agents, aforesaid assignees or other personnel engaged by the Retailer/Distributor/Master Distributor to provide the Services to adhere to the dress code and professional conduct and etiquette as prescribed by OTPAY INDIA PRIVATE LIMITED from time to time;
(j) ensure that none of the Services are denied to any person or group of persons or to any customer save and except with the express written consent and / or instructions of OTPAY INDIA PRIVATE LIMITED;
(k) not engage in any unfair or unethical trade or practice; (l) not permit unauthorized persons entry into the Retail Outlet and shall, under no circumstance, permit any unauthorized person to access the computer/server located at the Retail Outlet or access to information, material, accounts and records in relation to OTPAY INDIA PRIVATE LIMITED Services;
(m) not permit any other person whosoever, to conduct any business, trade or profession of any nature at the Retail Outlet; and

(n) obtain and maintain all required necessary approvals, permits, waivers, consents, registrations and licenses from the relevant authority to perform all its obligations under these Terms and Conditions.

11.2 The Retailer/Distributor/Master Distributor agrees that it shall be solely liable and responsible for any seizure of instruments provided by OTPAY INDIA PRIVATE LIMITED to it by any governmental authority for its actual or alleged illegal and unlawful act.
11.3 The Retailer/Distributor/Master Distributor 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 OTPAY INDIA PRIVATE LIMITED business accordingly from time to time.
11.4 The Retailer/Distributor/Master Distributor 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 OTPAY INDIA PRIVATE LIMITED platform for acknowledging the transaction done at OTPAY INDIA PRIVATE LIMITED network, should be genuinely of the customer and/or taken from the customer/s and the Retailer/Distributor/Master Distributor shall not put his own or any fake / wrong credentials on behalf of customer/s, in any manner whatsoever.
11.5 The Retailer/Distributor/Master Distributor also agrees that it shall during the Term of this Agreement, allow OTPAY INDIA PRIVATE LIMITED 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 in relation to the performance of the Services by the Retailer/Distributor/Master Distributor.
11.6 The Retailer/Distributor/Master Distributor 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’s records and data and shall also co-operate in good faith and in best efforts basis with OTPAY INDIA PRIVATE LIMITED to correct any practices, which are found to be deficient as a result of any such audit within a reasonable time.
11.7 The Retailer/Distributor/Master Distributor shall perform its responsibilities under these Terms and Conditions diligently and shall strive to increase the sale of OTPAY INDIA PRIVATE LIMITED 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.

12. REPRESENTATIONS AND WARRANTIES:
The Retailer/Distributor/Master Distributor represents and warrants that: (a) 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; (b) Neither the execution of this Agreement nor the performance of the Retailer/Distributor/Master Distributor's obligations under this Agreement will result in a violation or breach of any other agreement by which the Retailer/Distributor/Master Distributor is bound; (c) 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 is not subject to any agreement, judgment or order inconsistent with these Terms and Conditions; (d) 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 (e) it is adequately insured for all liabilities specified herein.

12.1 The warranties provided herein by the Retailer/Distributor/Master Distributor 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.

13. MISCELLANEOUS:
13.1 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 Pune Jurisdiction courts only.

13.2 Dispute Resolution: The Parties shall try and resolve disputes, if any, arising under these Terms and Conditions amicably failing which the same shall be referred 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 is a business associate and the relationship is created under this agreement. In no way the Retailer/Distributor/Master Distributor is a customer of OTPAY INDIA PRIVATE LIMITED and shall not be entitled to the remedy under consumer dispute Act. In the event of disputes between the Retailer/Distributor/Master Distributor and any other operator of OTPAY INDIA PRIVATE LIMITED Retail Outlet, such disputes shall be resolved by an officer of OTPAY INDIA PRIVATE LIMITED, whose decision shall be final and binding.

13.3 Non-Exclusive Appointment: The Retailer/Distributor/Master Distributor hereby acknowledges that all of the rights provided under these Terms and Conditions including area of operation, without limitation, the limited license to use OTPAY INDIA PRIVATE LIMITED Intellectual Property are non-exclusive in nature and nothing herein shall be read to prejudice any right that OTPAY INDIA PRIVATE LIMITED to any other person any other right or permission to perform the activities contemplated under these Terms and Conditions.

13.4 Force Majeure: If OTPAY INDIA PRIVATE LIMITED is prevented from performing any of its obligations under this Agreement due to any cause beyond OTPAY INDIA PRIVATE LIMITED'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 OTPAY INDIA PRIVATE LIMITED's performance will be extended for the period of the delay or inability to perform due to such occurrence; provided, however that if OTPAY INDIA PRIVATE LIMITED 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 OTPAY INDIA PRIVATE LIMITED, OTPAY INDIA PRIVATE LIMITED may terminate the Retailer/Distributor/Master Distributor's appointment without any compensation or damages.

13.5 Injunctive Relief: OTPAY INDIA PRIVATE LIMITED 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 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.

13.6 Relationship: The Services rendered by the Retailer/Distributor/Master Distributor under this Agreement shall be provided to OTPAY INDIA PRIVATE LIMITED 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 shall not, without OTPAY INDIA PRIVATE LIMITED'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 is the agent of OTPAY INDIA PRIVATE LIMITED or do any act, deed or things to bind OTPAY INDIA PRIVATE LIMITED in any way in dealing with any third party (ies). The Retailer/Distributor/Master Distributor is providing services to the customers and any dispute with the consumer shall be sole responsibility of the Retailer/Distributor/Master Distributor.

13.7 Notice: Any notice required to be provided hereunder by one Party to the other shall be given in writing and shall be delivered by (i) personal messenger, (ii) proof of delivery requested courier service or (iii) facsimile. All notices shall be delivered to the address of the Parties as provided in the Retailer/Distributor/Master Distributor Application Form.

13.8 Assignment: The Retailer/Distributor/Master Distributor may not assign or delegate any of its rights or obligations hereunder without a prior written consent from OTPAY INDIA PRIVATE LIMITED. 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.

13.9 For the purpose of this Agreement, the term “Software” shall include custom built software that is owned by OTPAY INDIA PRIVATE LIMITED, or software that has been licensed from third party suppliers by OTPAY INDIA PRIVATE LIMITED and in relation to which OTPAY INDIA PRIVATE LIMITED has obtained the right to sub license from such third party suppliers.

13.10 The Retailer/Distributor/Master Distributor 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.

13.11 The Retailer/Distributor/Master Distributor shall not make any changes / modifications / alterations in entire / any part of Software / Intellectual Property of OTPAY INDIA PRIVATE LIMITED.

13.12 Severability: 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.

13.13 Amendment: No change, alteration, modification or addition to these Terms and Conditions shall be valid unless in writing and properly executed by OTPAY INDIA PRIVATE LIMITED.

13.14 Waiver: A waiver by OTPAY INDIA PRIVATE LIMITED in respect of a breach of a provision of these Terms and Conditions by the Retailer/Distributor/Master Distributor will not be deemed to be a waiver in respect of any other breach and the failure of OTPAY INDIA PRIVATE LIMITED to enforce at any time a provision of these Terms and Conditions will in no way be interpreted as a waiver of such provision.

13.15 Third Parties: 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.

13.16 Further Actions: 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.

13.17 Costs: The Retailer/Distributor/Master Distributor shall bear all taxes, fees, levies and other expenses in relation to its appointment pursuant to these Terms and Conditions.

13.18 Rights Cumulative: 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.

14. CHANGE IN RETAILER/DISTRIBUTOR/MASTER DISTRIBUTOR:
14.1 If the Retailer/Distributor/Master Distributor 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 OTPAY INDIA PRIVATE LIMITED.
14.2 If the Retailer/Distributor/Master Distributor 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 OTPAY INDIA PRIVATE LIMITED.
15. INDEMNITY:
The Retailer/Distributor/Master Distributor hereby undertakes to indemnify, defend and hold harmless OTPAY INDIA PRIVATE LIMITED, 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 or its employees, personnel, officers or agents and which results in: (i) any bodily injury, sickness, disease or death; (ii) any injury or destruction to tangible or intangible property (including computer programs and data) or any loss of use resulting thereof; or, (iii) 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 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 representing/providing wrong information to third parties in an unauthorized manner on behalf of OTPAY INDIA PRIVATE LIMITED; (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 OTPAY INDIA PRIVATE LIMITED Intellectual Property by the Retailer/Distributor/Master Distributor 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's employees against OTPAY INDIA PRIVATE LIMITED for non-compliance with any labour laws; and (f) any misrepresentation of any representation or warranty of the Retailer/Distributor/Master Distributor under these Terms and Conditions.
16. DECLARATION:
16.1 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. 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 I work as an Retailer/Distributor/Master Distributor. I/We confirm having received a copy of these terms and conditions and have also pursued these terms and conditions on the website of the Company "www.OTPAY INDIA PRIVATE LIMITED.in”. 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.

16.2 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 released from the customers/Retailer/Distributor/Master Distributors/end users on the domestic remittance.

16.3 I/We hereby undertake that I have resigned from all other BCs wherever I had worked previously and am not working with any other BC or any money transfer agency.

16.4 I/We further declare that I will exclusively work with OTPAY INDIA PRIVATE LIMITED, In respect of Money Transfer till the pleasure of the OTPAY INDIA PRIVATE LIMITED Or till my services/association is withdrawn/discontinued by the OTPAY INDIA PRIVATE LIMITED Or upto the time I resign from OTPAY INDIA PRIVATE LIMITED.

16.5 I have read and fully understood and hereby confirm to undertake, accept and abide by the contents of these Terms and Conditions.

16.5 Communication Disclaimer:-

The Retailer/Distributor/Master Distributor hereby understands and agrees that being a OTPAY INDIA PRIVATE LIMITED Retailer/Distributor/Master Distributor, OTPAY INDIA PRIVATE LIMITED 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 shall not be able to opt out of receiving these messages and/or communication in any way whatsoever and the Retailer/Distributor/Master Distributor hereby agrees to receive any communication from the Company. The Retailer/Distributor/Master Distributor also understands that the communication may include and contain advertisements.

I/we hereby also declare that I have also been apprised that these terms and conditions are also available on the website of the OTPAY INDIA PRIVATE LIMITED –“www.OTPAY INDIA PRIVATE LIMITED.in” 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 OTPAY INDIA PRIVATE LIMITED to me/us but shall be binding on me/us if the change in the terms and conditions are made online by OTPAY INDIA PRIVATE LIMITED. I/We undertake to keep myself/ourselves updated in respect of change in the Terms and Conditions initiated/made by OTPAY INDIA PRIVATE LIMITED in its Website-www.OTPAY INDIA PRIVATE LIMITED.in.

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 I 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.

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.

I/we shall always remain 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 the Company responsible on account of any lapse on my/our part in this regard.

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 released from the customers/Retailer/Distributor/Master Distributors/end users on the domestic remittance.

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 OTPAY INDIA PRIVATE LIMITED.in or send emails to us, you are communicating with us electronically. You will be required to provide a valid phone number. We may communicate with you by email, SMS, phone call or by posting notices on the website or by any other mode of communication.