- Terms & Conditions:
- THIS DOCUMENT IS AN ELECTRONIC RECORD IN
TERMS OF THE INFORMATION TECHNOLOGY, ACT, 2000 AND RULES MADE THEREUNDER.
THIS ELECTRONIC RECORD IS GENERATED BY A COMPUTER SYSTEM AND DOES NOT
REQUIRE ANY PHYSICAL OR DIGITAL SIGNATURES. THESE TERMS & CONDITIONS
WERE UPDATED ON 15 February 2016 (hereinafter referred to as
the “Agreement”/ “Terms of Use”)
- 1. INTRODUCTION ON THE SCOPE OF THE
AGREEMENT
- TERMS AND
CONDITIONS CONSTITUTE LEGAL CONTRACT. The terms stated herein
including any additional guidelines and/or future modifications to this
Agreement read together with the Privacy Policy, available at www.htsp.in
shall constitute a legal contract between any person utilizing HI-TECH
THE SERVICE PROVIDER (“User”) of the one part, and HI-TECH THE SERVICE
PROVIDER (“HI-TECH THE SERVICE PROVIDER ”/“Company”) having its
registered office at SHREE JEE COMPLEX, KALI BARI ROAD, NEAR BANK OF
BARODA, HAZARIBAGH, JHARKHAND, 825301 of the other part (collectively
referred to as “Parties” and singularly referred to as “Party”).
- ACCEPTANCE OF
T&Cs. By using, browsing, accessing, registering or
accessing www.htsp.in or any mobile application developed by HI-TECH
THE SERVICE PROVIDER (“Site”), or availing any service rendered
by HI-TECH THE SERVICE PROVIDER, a User fully, absolutely and
unequivocally agrees to comply with and abide by the Agreement.
- ELIGIBILITY. HI-TECH
THE SERVICE PROVIDER services are open only to persons of 18 years of age
and above who have a valid e-mail address and mobile phone number. Users
who have been previously suspended or removed from availing any service
by HI-TECH THE SERVICE PROVIDER shall not be eligible to avail
services from HI-TECH THE SERVICE PROVIDER. Users shall not
impersonate any person or entity, or falsely state or otherwise
misrepresent identity, age or affiliation with any person or entity. If
you are below 18 years of age, please exit the Site.
- APPLICABILITY. The
terms of this Agreement shall be applicable to Users, Business Partners,
Alliance Partners and Applicable Controlled Entities, as set forth in
this Agreement. This Agreement shall be deemed to be incorporated in the
Applicable Agreement. Any reference to the “Agreement” shall include a
reference to the Applicable Agreement and any reference to “Applicable Agreement”
shall include a reference to this Agreement.
- INCONSISTENCY. Notwithstanding
anything contained herein, Applicable Agreement shall prevail over this
Agreement in case of any inconsistency.
- 2. DEFINITIONS AND INTERPRETATION
In this Agreement, unless
the contrary intention appears and/or the context otherwise requires,
capitalized terms defined by: (i) inclusion in quotation and/or parenthesis
have the meanings so ascribed; and (ii) the following terms shall have the
meanings assigned to them herein below:
“Alliance Partners”
are individuals/sole-proprietorships/companies/LLP’s etc who have entered into
a service agreement with HI-TECH THE SERVICE PROVIDER for offering HI-TECH THE SERVICE PROVIDER’ products and
services through web/mobile/API or through any channel whose particulars are
listed in Clause 1 of the service agreement with Alliance Partners.
“Applicable Agreement”
refers to service agreement in relation to Business Partners and Alliance
Partners.
“Applicable Controlled
Entity” collectively refers to (i) Sub-Partners appointed by Business Partners,
and the Alliance Partners.
“Applicable Law”
includes all applicable Indian statutes, enactments, acts of the state
legislature or parliament, laws, ordinances, rules, bye-laws, regulations, notifications,
guidelines, directions, directives and orders of any governmental authority,
statutory authority, board, recognized stock exchange, as may be applicable
including but not limited to Guidelines on Managing Risks and Code of Conduct
in Outsourcing of Financial Services by Banks, Business Correspondent
Guidelines issued by RBI from time to time, Payment & Settlement Systems
Act, 2007 and rules made thereunder, Policy Guidelines on Issuance and
operation of Pre-paid Payment Instruments in India.
“Business Partners”
are firms who have entered into a service agreement with HI-TECH THE SERVICE
PROVIDER whose
particulars are listed in Clause 1 of the service agreement.
“Confidential
Information” means and includes the Intellectual Property and any and all
business, technical and financial information of HI-TECH THE SERVICE PROVIDER or of any of
its affiliates that is related to any of the arrangements contemplated in this
Agreement or any other agreement in which this Agreement is incorporated by
reference or otherwise disclosed by HI-TECH THE SERVICE PROVIDER to the User any information which
relates to its financial and/or business operations, including but not limited
to, specifications, models, merchant lists/information samples, reports,
forecasts, current or historical data, computer programs or documentation and
all other technical, financial or business data, information related to its
internal management, customers, products, services, anticipated
products/services, processes, financial condition, employees, merchants,
Intellectual Property, marketing strategies, experimental work, trade secrets,
business plans, business proposals, customer contract terms and conditions,
compensation/commission/ service charges payable to the User, and other valuable
confidential information and materials that are customarily treated as
confidential or proprietary, whether or not specifically identified as
confidential or proprietary.
“Customers” shall mean
persons, including all body corporate, partnerships, limited liability
partnerships, who are availing services, either as a consumer or otherwise,
rendered by a service provider through the User using HI-TECH THE SERVICE PROVIDER products or services.
“Credit” shall mean
the payment made by the Business Partner/Alliance Partner to the Company to
carry out transactions through the HI-TECH THE SERVICE PROVIDER platform.
“Effective Date” shall
mean the date of activation of the account of the User on HI-TECH THE SERVICE
PROVIDER portal.
“HI-TECH THE SERVICE
PROVIDER Platform” shall mean
and include, the platforms (website, mobile app, others) of HI-TECH THE SERVICE
PROVIDER that the User
accesses for registration and further for transacting, including all contents,
services, and technology offered through the Platform.
“Intellectual
Property” shall mean all intellectual property used for the purpose of or in
association with or in relation to the performance of this Agreement and
Applicable Agreement, and includes without limitation, (a) Software, operating
manuals, software code, program, instructions, specifications, processes, input
methods, data or information used in relation to, or in association with, or
for the operation of the software installed by HI-TECH THE SERVICE PROVIDER, (b) the trademarks,
service marks, trade names, business names, logos, symbols, styles, colour
combinations used by HI-TECH THE SERVICE PROVIDER during the course of its business and all
depictions, derivations and representations thereof, (c) all promotional
material including without limitation, advertisements, literature, graphics,
images, content and the ‘look and feel’ of all of the above, (d) all
information, data or material in whatever form, whether tangible or not,
provided by HI-TECH THE SERVICE
PROVIDER to the User during
the course of Applicable Agreement; and (e) all techniques, formulae, patterns,
compilations, processes, inventions, practices, methodology, techniques,
improvement, utility model, procedures, designs, skills, technical information,
notes, experimental results, service techniques, samples, specifications of the
products or services, labeling specifications, rights on software, and any
other knowledge or know-how of any nature whatsoever.
“Merchants” shall mean
individuals and/or entities registered on HI-TECH THE SERVICE PROVIDER platform and/or
appointed by HI-TECH THE SERVICE PROVIDER and/or for discharging functions prescribed
under these terms & conditions and/or includes Business Partners, Alliance
Partners, etc.
“Products” shall mean
products developed by HI-TECH THE SERVICE PROVIDER including products
permitting electronic top-ups, utility bill payments, travel bookings, delivery
of various financial products, other value-added services using various devices
like ATMs, POS, Mobile Apps, Internet and any other products available on HI-TECH
THE SERVICE PROVIDER platform from time to time.
“Service Provider”
shall mean any entity with which HI-TECH THE SERVICE PROVIDER has, directly or
indirectly, executed an agreement for facilitating Transactions between such
entity and its Customers.
“Software” shall
include custom-built software that is owned by HI-TECH THE SERVICE PROVIDER, or
software that has been licensed from third party suppliers by HI-TECH THE
SERVICE PROVIDER and in relation to which HI-TECH THE SERVICE PROVIDER has
obtained the right to sub-license from such third party suppliers.
“Sub-Partners” shall
mean individuals and/or entities appointed by the merchants on whose
premises/outlets/website the Products shall be sold to the Customers, for and
on behalf of the Service Providers, to facilitate completion of Transactions
initiated by such Customers, through the merchants.
“Transactions” shall
mean and include transactions taking place between a Service Provider and its
Customers including, but not limited to, electronic top-ups for various
services, utility bill payments, delivery of financial products and other
services of a like nature provided by the Service Provider through HI-TECH THE
SERVICE PROVIDER Products.
“Users” shall include
individuals, Business Partner, and Alliance Partner, unless the context
provides otherwise or if the context in which the term “User” has been used is
inapplicable to such individual, Business Partner or Alliance Partner.
3. GENERAL TERMS AND
CONDITIONS
INFORMATION SUPPLIED
TO HI-TECH THE SERVICE PROVIDER. Users agree that the information provided
by the Users to HI-TECH THE SERVICE PROVIDER on registration and at all other
times, including payment, is true, accurate, current, and complete.
SECURITY OF
ACCOUNT. Users’ mobile number and email identify a Users’ account with HI-TECH
THE SERVICE PROVIDER through which HI-TECH THE SERVICE PROVIDER services are
dispensed (“Account’). HI-TECH THE SERVICE PROVIDER encourages Users to choose
a strong password to protect their Account. It is advised that users do not
share their password with anyone or write it down. HI-TECH THE SERVICE PROVIDER
never, under any circumstances, asks for an Account’s password. If a User has
any reason to believe that his Account is no longer secure, then the User shall
immediately notify HI-TECH THE SERVICE PROVIDER and indemnify HI-TECH THE
SERVICE PROVIDER from any liabilities that may arise from the misuse of such a
User’s Account.
PRIVACY
POLICY. All information collected from a User pursuant to the provision of
HI-TECH THE SERVICE PROVIDER services, and information collected by Alliance
Partner, Business Partners, Sub-Partners and Merchants during the performance
of this Agreement or Applicable Agreement, is subject to HI-TECH THE SERVICE
PROVIDER Privacy Policy.
RECLAIMING INACTIVE
ACCOUNTS. If an Account is found to be overly inactive, the Account may be
reclaimed by HI-TECH THE SERVICE PROVIDER without providing notice to the
concerned User. An Account is considered as inactive if the concerned User is
not signing in and/or has not done any transactions for more than 6 consecutive
months from the Account.
THIRD PARTY SITES,
PRODUCTS AND SERVICES. HI-TECH THE SERVICE PROVIDER services and/or the
Site may include links or references to other web sites or services solely for
the Users’ convenience (“Reference Sites”). HI-TECH THE SERVICE PROVIDER does
not endorse any such Reference Sites or the information, materials, products,
or services contained on or accessible through Reference Sites. Correspondence
or business dealings between Users and concerned Reference Sites are solely
between such User and the concerned Reference Site. Access and use of Reference
Sites, including the information, materials, products, and services on or
available through Reference Sites is solely at concerned User’s own risk.
BILLING AND
PAYMENT. All payments made by Users directly to HI-TECH THE SERVICE
PROVIDER, shall be made in the manner and in the quantum detailed on the User’s
Account at HI-TECH THE SERVICE PROVIDER Platform. Users may be notified by HI-TECH
THE SERVICE PROVIDER regarding any change in the quantum of payments to be made
to HI-TECH THE SERVICE PROVIDER and the manner of disbursement of such
payments; however Users are advised to regularly update themselves of HI-TECH
THE SERVICE PROVIDER billing and payment policy by regularly visiting the Site.
HI-TECH THE SERVICE PROVIDER shall solely decide on the payments to be provided
to User and may amend the payment structure at any time without any prior
notice to the User. However, after any such amendment, the detailed payment
structure will be made available to the User and be effective immediately.
Credit maintained by the Users with HI-TECH THE SERVICE PROVIDER shall be
non-interest bearing and shall be forfeited by HI-TECH THE SERVICE PROVIDER if
found lying unused for more than 365 days. The User shall keep enough Credit
with HI-TECH THE SERVICE PROVIDER to avoid decline of transactions on the HI-TECH
THE SERVICE PROVIDER Platform.
SALES. All sales
of HI-TECH THE SERVICE PROVIDER services are final with no refund or exchange
permitted. Users are responsible for details provided leading to purchase of
services. If HI-TECH THE SERVICE PROVIDER does not deliver service within 24
hours of money being charged to a User’s payment account through a transaction
on the Site, the User may inform HI-TECH THE SERVICE PROVIDER by sending an
e-mail to HI-TECH THE SERVICE PROVIDER customer services e-mail address
mentioned on the Contact Us page. . HI-TECH THE SERVICE PROVIDER shall
investigate the case and if it is found that money was indeed charged to User’s
Payment Account without delivery of the service then User may be refunded the
money within 15 working days from the receipt of his e-mail.
LIMITATION OF
LIABILITY. In no event will HI-TECH THE SERVICE PROVIDER or its directors,
agents, officers, or employees be liable to a User for any special, indirect,
incidental, consequential, punitive, or exemplary damages (including without
limitation lost business opportunities, lost revenues, or loss of anticipated
profits or any other pecuniary or non-pecuniary loss or damage of any nature
whatsoever) of any kind arising out of or relating to (i) this Agreement or any
other agreement entered by a User with HI-TECH THE SERVICE PROVIDER, (ii) HI-TECH
THE SERVICE PROVIDER services, the Site or any Reference site, or (iii) User’s
use or inability to use HI-TECH THE SERVICE PROVIDER services, the Site or any
Reference Sites, even if HI-TECH THE SERVICE PROVIDER or a HI-TECH THE SERVICE
PROVIDER authorized representative has advised of the possibility of such
damages, (iv) unauthorized access to or alterations of transmissions or data,
any material or data sent or received or not sent or received, (v) any
transactions entered into by any third person or conduct of any other third
party or any infringement of another’s rights, (vi) the use of counterfeit or
stolen cards, or stolen devices, or (vii) fraudulent electronic transactions.
It shall be at the sole discretion of HI-TECH THE SERVICE PROVIDER to reverse
any transaction subject to approval of the concerned Service Provider.
Notwithstanding the above, if any court of law finds that HI-TECH THE SERVICE
PROVIDER or its directors, officers, or employees, are liable to indemnify a
concerned User despite the existence of this Clause 3.8, such liability shall
not exceed the amount paid by the concerned User, if any, for using the portion
of the HI-TECH THE SERVICE PROVIDER services or the Site giving rise to the
cause of action. Users acknowledge and agree that HI-TECH THE SERVICE PROVIDER
has offered its products and services, set its prices, and entered into this
Agreement and Applicable Agreement in reliance upon the warranty, disclaimers,
and the limitations of liability set forth herein. Users acknowledge that the
warranty, disclaimers, and limitations of liability set forth herein reflect a
reasonable and fair allocation of risk between Users and HI-TECH THE SERVICE
PROVIDER, and that the warranty, disclaimers, and limitations of liability set
forth herein form an essential basis of the bargain between Users and HI-TECH
THE SERVICE PROVIDER. HI-TECH THE SERVICE PROVIDER would not be able to provide
the services to Users on an economically reasonable basis without these
limitation.
USER’S REPRESENTATIONS
AND WARRANTIES. The User represents and warrants that:
it has had a full and
adequate opportunity to read and review the Applicable Agreement and has had
sufficient time to evaluate and investigate the provision of services under the
Applicable Agreement and the financial requirements and risk associated with
the same,
it has the requisite
capital to set up and maintain the infrastructure as required under the
Applicable Agreement,
neither the execution
of the Applicable Agreement nor the performance of the User’s obligations under
the Applicable Agreement will result in a violation or breach of any other
agreement by which the User is bound,
neither the User nor
any of the User’s employees or agents is under any pre-existing obligation in
conflict or in any way inconsistent with the provisions of the Agreement or
Applicable Agreement,
it has the right to
disclose or use all ideas, and other information, if any, which the User has
gained from third parties, and which the User discloses to HI-TECH THE SERVICE
PROVIDER in the course of performance of the Agreement or Applicable Agreement,
without liability to such third parties,
HI-TECH THE SERVICE
PROVIDER has a right to inspect User’s business premises that are related to
the provision of services under the Agreement or Applicable Agreement, and to
monitor continued and ongoing compliance of the Applicable Agreement,
it shall immediately
intimate HI-TECH THE SERVICE PROVIDER of any violation or potential violation
of this Agreement by any Applicable Controlled Entity, or of other
circumstances that may cause damage to the goodwill and reputation of HI-TECH
THE SERVICE PROVIDER,
it shall maintain
accurate and proper accounts of all transactions between Applicable Controlled
Entity and itself in relation to discharge of duties by the Applicable
Controlled Entity under the Applicable Agreement,
it shall provide
periodic reports of business operations with respect to the services rendered
under the Applicable Agreement to the sales executive assigned by HI-TECH THE
SERVICE PROVIDER to the User,
it shall observe
proper ethics and transparency in all its actions in the course of discharge of
duties under the Applicable Agreement and shall not, in any circumstances, take
any action or make any statement that may mislead any Applicable Controlled
Entity/customer or prospective Applicable Controlled Entity /customer of HI-TECH
THE SERVICE PROVIDER
it shall make all
efforts to settle any disputes that may arise between Applicable Controlled
Entity, or between the Applicable Controlled Entity and the consumers amicably
and in the event, any such dispute is referred to a consumer forum or other
competent authority, shall provide all assistance in the settlement of the
dispute,
it shall bear all
costs and expenses for traveling, promotional activities and other similar
out-of-pocket expenses incurred in the performance of its duties under the
Applicable Agreement,
it will not allow the
sale of any products and/or provision of any services which are specifically
restricted by HI-TECH THE SERVICE PROVIDER,
it is a one-point
contact for all its Applicable Controlled Entities and shall be solely
responsible for any fraudulent acts of the Applicable Controlled Entities,
it has complete
control over its Applicable Controlled Entities and that HI-TECH THE SERVICE
PROVIDER will not be responsible to entertain any complaints/queries received
from any Applicable Controlled Entities appointed by the User,
it shall comply with
all its obligations pursuant to the Applicable Agreement and ensure that all
payments due from it to HI-TECH THE SERVICE PROVIDER are paid in a timely
manner in accordance with the Applicable Agreement,
it shall be
responsible to obtain any and all consents and approvals that are required from
regulatory or governmental authorities, including any consent from Customers
required to transfer data to the User and/or the HI-TECH THE SERVICE PROVIDER
Platform, as the case may be, in accordance with Applicable Law,
it shall ensure
regular and timely payment and deposit of all taxes, duties and other levies as
applicable from time to time with the relevant authorities,
All costs associated
with purchasing of software licenses and hardware (if any) are to be absolutely
and unconditionally borne by the User,
it shall be solely
responsible for and hereby undertakes to strictly comply with Privacy Policy,
and Applicable Law having jurisdiction in any manner whatsoever in connection
with discharge of its duties under the Applicable Agreement, including but not
limited to data protection, security, piracy, and directions issued by the
Reserve Bank of India relating to payment data, and shall obtain and maintain
in full force and effect all registrations required under Applicable Law for
the operation of the business in terms of the Applicable Agreement, and
it has full power and
authority to enter into the Applicable Agreement and to take any action and
execute any documents required by the terms hereof and this Applicable
Agreement has been duly authorized, duly and validly executed and delivered,
and constitutes a legal, valid, and binding obligation, enforceable in
accordance with the terms hereof; and the persons executing the Applicable
Agreement on its behalf are duly empowered and authorized to execute the
Applicable Agreement and to perform all its obligations in accordance with the
terms herein
it shall not access
(or attempt to access) the website and the Products by any means other than
through the interface that is provided by HI-TECH THE SERVICE PROVIDER. It
shall not use any deep-link, page scrape, robot, spider or other automatic
device, program, algorithm or methodology, or any similar or equivalent manual
process, to access, acquire, copy or monitor any portion of the HI-TECH THE
SERVICE PROVIDER Platform, or in any way reproduce or circumvent the
navigational structure or presentation of the platform, without HI-TECH THE
SERVICE PROVIDER express prior written consent.
it shall not attempt
to gain unauthorized access to any portion or feature of the Platform, or any
other systems or networks connected to the Platform or to any server, computer,
network, or to any of the services offered on or through the Platform, by
hacking, password "mining" or any other illegitimate means.
INDEMNIFICATION.
(1) User agrees to
indemnify, save, and hold HI-TECH THE SERVICE PROVIDER, its affiliates,
contractors, employees, officers, directors, agents and its third party
suppliers, licensors, and partners harmless from any and all claims, demands,
actions, suits which may be threatened or brought against HI-TECH THE SERVICE
PROVIDER, and also against all losses, damages, liabilities, costs, charges and
expenses, including without limitation, legal fees and expenses arising out of
or related to:
Users’ use or misuse
of HI-TECH THE SERVICE PROVIDER services or of the Site/application,
any violation by the
User of this Agreement or Applicable Agreement,
any breach of
representations, warranties and covenants made by the User in this Agreement,
or Applicable Agreement,
any claim or legal
notice or quasi-legal proceedings to which HI-TECH THE SERVICE PROVIDER may be
required to become party or to which HI-TECH THE SERVICE PROVIDER may be
subjected by any person including any governmental authority, by reason of
breach of any Applicable Law,
due to failure of a
User to obtain any required statutory or regulatory approval necessary for the
performance of its obligations in the Applicable Agreement with HI-TECH THE
SERVICE PROVIDER,
all liability, claims,
damages, costs, expenses suffered or incurred by HI-TECH THE SERVICE PROVIDER
as a result of any act or violation of the Business Partner under Section 269ST
of the Income Tax Act, 1961 while acting as collection agent of the Company
(2) HI-TECH THE
SERVICE PROVIDER reserves the right, at User’s expense, to assume the exclusive
defense and control of any matter, including rights to settle, for which
concerned User is required to indemnify HI-TECH THE SERVICE PROVIDER. User
agrees to cooperate with HI-TECH THE SERVICE PROVIDER defense and settlement of
these claims. HI-TECH THE SERVICE PROVIDER will use reasonable efforts to
notify concerned User of any claim, action, or proceeding brought by a third
party that is subject to the foregoing indemnification upon becoming aware of
it.
DISCLAIMER. To
the fullest extent permissible pursuant to Applicable Law, HI-TECH THE SERVICE
PROVIDER and its officers, directors, employees, and agents disclaim all
warranties, express or implied, including, but not limited to, implied
warranties of merchantability, fitness for a particular purpose, and
non-infringement of proprietary rights. No advice or information, whether oral
or written, obtained by a User from HI-TECH THE SERVICE PROVIDER or
through HI-TECH THE SERVICE PROVIDER services or the Site will create any
warranty not expressly stated herein. HI-TECH THE SERVICE PROVIDER does
not authorize anyone to make any warranty on its behalf and Users should not
rely on any such statement. Users acknowledge that HI-TECH THE SERVICE PROVIDER
is a reseller and is not liable for any third-party seller’s obligations.
It is the User’s responsibility to evaluate the accuracy, completeness and
usefulness of all opinions, advice, merchandise and other information provided
through the Site or on the Internet generally. HI-TECH THE SERVICE PROVIDER
does not warrant that its services will be uninterrupted, or free of
errors, viruses or other harmful components and that any of the foregoing
defects will be corrected. HI-TECH THE SERVICE PROVIDER services and the
Site and any data, information, third party software, Reference Sites, or
software made available in conjunction with or through its services and the
Site are provided on an “as is” and “as available”, “with all faults” basis and
without warranties or representations of any kind either express or implied. HI-TECH
THE SERVICE PROVIDER and its third party suppliers, licensors, and
partners do not warrant or make any representations regarding the use or the
results of the use of HI-TECH THE SERVICE PROVIDER services, the Site or
any Reference Sites in terms of correctness, accuracy, reliability, or
otherwise.
INTELLECTUAL
PROPERTY. HI-TECH THE SERVICE PROVIDER, services and the Site are owned
and operated by HI-TECH THE SERVICE PROVIDER and/or third-party licensors. The
visual interfaces, graphics, design, compilation, information, computer code
(including source code and object code), products, software, services, and all
other elements of HI-TECH THE SERVICE PROVIDER services and the Site
provided by HI-TECH THE SERVICE PROVIDER (the “Materials”) are protected
by Applicable Law. As between User and HI-TECH THE SERVICE PROVIDER , all
Materials and HI-TECH THE SERVICE PROVIDER Intellectual Property are the
property of HI-TECH THE SERVICE PROVIDER and/or third-party licensors or
suppliers. User agrees not to remove, obscure, or alter HI-TECH THE SERVICE
PROVIDER or any third party's copyright, patent, trademark, or other
proprietary rights notices affixed to or contained within or accessed in
conjunction with or through HI-TECH THE SERVICE PROVIDER services. Except
as expressly authorized by HI-TECH THE SERVICE PROVIDER , the User agrees
not to sell, license, distribute, copy, modify, publicly perform or display,
transmit, publish, edit, adapt, create derivative works from, or otherwise make
unauthorized use of the Materials or HI-TECH THE SERVICE PROVIDER
Intellectual Property. Parties do not accrue any rights or interest in
the other Party’s Intellectual Property and use of any Intellectual Property by
either User or HI-TECH THE SERVICE PROVIDER shall be strictly in for the
fulfillment of and in compliance with the terms of the agreement between such
User and HI-TECH THE SERVICE PROVIDER . Parties undertake that they shall
not, nor will they allow others to, reverse engineer or disassemble any parts
of the other’s Intellectual Property. If Users’ have comments regarding the HI-TECH
THE SERVICE PROVIDER services and the Site or ideas on how to improve it,
please contact our Helpdesk. Please note that by doing so, concerned Users
hereby irrevocably assign to HI-TECH THE SERVICE PROVIDER , and shall
assign to HI-TECH THE SERVICE PROVIDER , all right, title and interest in
and to all ideas and suggestions and any and all worldwide intellectual
property rights associated therewith. Concerned User agrees to perform such
acts and execute such documents as may be reasonably necessary to perfect the
foregoing rights.
INTELLECTUAL PROPERTY
LICENSE BY ALLIANCE PARTNER. Alliance Partner grants a non-exclusive
license to HI-TECH THE SERVICE PROVIDER to use Alliance Partner’s name,
trademark, and logo in any marketing or promotional activities undertaken by HI-TECH
THE SERVICE PROVIDER . Notwithstanding anything contained herein, HI-TECH
THE SERVICE PROVIDER shall be under no obligation to advertise, market,
or promote Alliance Partner or Alliance Partner’s Intellectual Property.
USE OF INTELLECTUAL
PROPERTY. The user undertakes that:
it shall use the
Intellectual Property solely for the discharge of its duties under the
Applicable Agreement,
it shall use
Intellectual Property of HI-TECH THE SERVICE PROVIDER only in the form
and manner stipulated by HI-TECH THE SERVICE PROVIDER ,
it shall seek prior
written consent from HI-TECH THE SERVICE PROVIDER for use of HI-TECH THE
SERVICE PROVIDER Intellectual Property which is not previously provided
for by HI-TECH THE SERVICE PROVIDER ,
it shall bring to HI-TECH
THE SERVICE PROVIDER notice all cases concerning HI-TECH THE SERVICE
PROVIDER Intellectual Property’s (a) infringement, (b) passing off, (c)
registration or (d) attempted registration,
it shall render to HI-TECH
THE SERVICE PROVIDER all assistance in connection with any matter
pertaining to the protection of HI-TECH THE SERVICE PROVIDER Intellectual
Property whether in courts, before administrative agencies, or otherwise,
it shall not take any
action which shall or may impair HI-TECH THE SERVICE PROVIDER right,
title or interest in the Intellectual Property, or create any right, title or
interest therein or thereto, adverse to that of HI-TECH THE SERVICE PROVIDER
,
it shall not use or
permit to be used the Intellectual Property by any unauthorized person, and
it shall not misuse
the Intellectual Property or use it together with any other mark or marks.
MODIFICATION. HI-TECH
THE SERVICE PROVIDER reserves the right to change, modify, add, or remove
the terms of this Agreement, either in its entirety or a part thereof (each, a
“change”) at any time by posting a notification to the Site or otherwise
communicating the notification to Users. The changes will become effective, and
shall be deemed accepted by Users, 24 hours after the initial posting and shall
apply immediately on a going-forward basis with respect to payment transactions
initiated after the posting date. If Users do not agree with any such
modification, Users sole and exclusive remedy is to terminate their use of the
Services.
CONFIDENTIALITY. Parties
shall keep Confidential Information as confidential. Each Party confirms that
it shall protect Confidential Information with such security, confidentiality,
and degree of utmost care as it would prudently apply to its own confidential
information and use it solely in connection with the transaction to which the
Confidential Information relates. Both Parties acknowledge and agree that they
are aware of the sensitivity & secrecy involved in keeping the customer
data/information and transaction records and shall ensure that neither any of
the parties nor their employees, directors, etc will do any act to violate the
same. Notwithstanding anything contained in this Clause 3.16, Confidential Information
shall exclude any information:
which is already in
the possession of the receiving Party and not subject to any other duty of
confidentiality,
that is at the date
hereof, or subsequently becomes, public otherwise than by reason of a breach by
the receiving party of the terms of this Agreement,
Information that
becomes legally available to the receiving Party and/or its affiliates or
professional advisors on a non-confidential basis from any third party, the
disclosure of which does not, to the knowledge of that Party, violate any
contractual or legal obligation which such third party has to the other Party
with respect to such information, and
Information that is
independently acquired or developed by the receiving Party and/or its
affiliates or professional advisors.
DISCLOSURE OF
CONFIDENTIAL INFORMATION. Each Party hereby agrees that it shall not
disclose any Confidential Information received by it without the prior written
consent of the other Party to any third party at any time. Provided, however,
that either Party may make the following disclosures for which no consent shall
be required from the other Party:
Disclosures to its
directors, officers, employees, affiliates/subsidiaries/group/holding
companies, third-party service providers and any employees thereof that it
reasonably determines need to receive the Confidential Information;
Disclosures to its
legal and other professional advisers, instructed by it that it reasonably
determines to need to receive the Confidential Information; or
Disclosures to any
person to whom it is required by law or any applicable regulatory, supervisory,
judicial or governmental order, to disclose such information, or at the request
of any regulatory or supervisory or judicial or government authority.
NON SOLICITATION OF
EMPLOYEES. The Parties agree not to solicit or employ staff from each
other’s organizations during the term of this Agreement and for 12 months
immediately following the termination of the Agreement.
NON SOLICITATION OF
CLIENTS. During the term of this Agreement, the User shall not, either
directly or indirectly, solicit, cause in any part of knowingly encourage any
existing or potential clients or customers of HI-TECH THE SERVICE PROVIDER
to cease doing business or not to do business, in whole or in part with HI-TECH
THE SERVICE PROVIDER , or solicit, cause in any part or knowingly
encourage an existing or potential clients or customers of HI-TECH THE SERVICE
PROVIDER to do business with any person other than HI-TECH THE SERVICE
PROVIDER , or associate with any prospective clients or customers while
they continue to be clients or customers of HI-TECH THE SERVICE PROVIDER
.
NON-COMPETE ON
BUSINESS PARTNER. Business Partner agrees that during the Term and for a
period of one (1) year thereafter, it shall not, directly or indirectly,
through its employees, affiliates or relatives or in a firm where the Business
Partner or any relative or nominee of the Business Partner is a partner, or in
any company where the Business Partner or any relative or nominee of the
Business Partner is a director or shareholder, without the prior written
consent of HI-TECH THE SERVICE PROVIDER : (i) be appointed as a Business
Partner for any other person or legal entity which is carrying on a business
similar to or in competition with any business carried by HI-TECH THE SERVICE
PROVIDER at the relevant time, whether in India or abroad, or (ii) engage
in any business that is similar to or in competition with any business carried
on by HI-TECH THE SERVICE PROVIDER at the relevant time.
COUNTERPARTS. The
Applicable Agreement may be signed in two (2) or more counterparts and each
executed version or an electronic copy thereof shall be deemed an original and
which shall, singly or together, constitute one agreement.
TERM. This
Agreement and Applicable Agreement shall come into force from the Effective
Date and remain valid in perpetuity, unless terminated by HI-TECH THE SERVICE
PROVIDER by giving to the User, a prior written notice of at least 90
days (“Term”).
TERMINATION. This
Agreement and Applicable Agreement may be terminated in accordance with the
clauses below:
HI-TECH THE SERVICE
PROVIDER shall be entitled to terminate this Agreement and Applicable
Agreement by serving a written notice of thirty (30) days to the User in the
following circumstances: (a) the User commits any breach of any of the
provisions of this Agreement or Applicable Agreement and, in the case of a
breach capable of remedy, fails to remedy the same within thirty (30) days
after receipt of a written notice giving full particulars of the breach and
requiring it to be remedied; (b) if, in HI-TECH THE SERVICE PROVIDER
opinion, the User is not a fit person/entity to carry out the obligations
imposed on the User under the Applicable Agreement; (c) if the User fails to
achieve the targets as may be communicated by HI-TECH THE SERVICE PROVIDER
from time to time.
On the occurrence of
the User becoming subject of a voluntary petition in bankruptcy or any
voluntary proceeding relating to insolvency, receivership, liquidation, or
composition for the benefit of creditors.
HI-TECH THE SERVICE
PROVIDER may terminate the Agreement and Applicable Agreement without
notice provided: (a) if, by the acts or default of the User, HI-TECH THE
SERVICE PROVIDER suffers damage to its name and reputation; or (b) the
Business Partner commits any breach of Confidentiality; or (c) upon the
occurrence of force majeure under Clause 3.28 of this Agreement; or (d) there
is a change in shareholding/control or management of the User; or (e) any event
that would affect the ability of the User to perform its obligations under the
Applicable Agreement occurs; or (f) any of the directors/partners/proprietors
of the Business Partner are convicted of any criminal charge.
in the event that HI-TECH
THE SERVICE PROVIDER gives notice that the Alliance Partner’s software or
hardware is technically inadequate to support the Connectivity at any stage of
development, and the Alliance Partner fails to cure such deficiency within 90
days after receiving notice to such effect, then HI-TECH THE SERVICE PROVIDER
shall be entitled to give notice of termination as provided,
in the event HI-TECH
THE SERVICE PROVIDER is unable to get necessary permission / license from
any Service Provider and any statutory authority and/or any of the Service
Provider rescinds its contract with HI-TECH THE SERVICE PROVIDER and/or
the sale of Products slips down due to any defective service, negligence or
omission on part of the User, HI-TECH THE SERVICE PROVIDER shall have the
right to rescind the Agreement by giving 15 days’ notice to the User and the
rescission shall take effect after expiry of the stipulated period of 15 days.
Provided that unless otherwise specified by HI-TECH THE SERVICE PROVIDER
in its notice, any termination of this Agreement, on account of
rescission of an existing contract with any Service Provider, shall be
effective only in relation to Transactions pertaining to such Service Provider
and the Agreement shall continue to remain in force between the Parties in
respect of other Service Providers.
CONSEQUENCES OF
TERMINATION. The Parties shall adhere to the following clauses immediately
upon termination of this Agreement:
Upon termination of
the Agreement for any reason, HI-TECH THE SERVICE PROVIDER may
immediately disconnect the availability of Products from the HI-TECH THE
SERVICE PROVIDER Platform, including related services provided by the
platform, and no further Transactions may be effected through the HI-TECH THE
SERVICE PROVIDER .
Except as otherwise
agreed upon between the Parties, any license to use Intellectual Property
Products, of either Party which has been granted by such Party to the other,
pursuant to this Agreement, shall stand automatically revoked with the
termination of this Agreement by any Party.
User shall immediately
discontinue and cease to use the trademark, logo and other Intellectual
Property provided by the Company and shall immediately hand over any and all
copies of documentation of such Intellectual Property.
Upon the termination
of this Agreement, the concerned User shall return and surrender to HI-TECH THE
SERVICE PROVIDER any Confidential Information that comes into its
possession during the course of its engagement by HI-TECH THE SERVICE PROVIDER
and shall not retain a copy thereof in any form whatsoever. User shall,
with HI-TECH THE SERVICE PROVIDER prior written consent, promptly destroy
the Confidential Information in its possession (and any copies, extracts, and
summaries thereof) and will provide HI-TECH THE SERVICE PROVIDER with
written certification of destruction.
immediately return to HI-TECH
THE SERVICE PROVIDER originals and copies of any and all materials provided to
the User pursuant to the Applicable Agreement, including publicity and marketing
materials in its possession.
provide remote access
to HI-TECH THE SERVICE PROVIDER to disable any software that HI-TECH THE
SERVICE PROVIDER had installed.
remove all signboards,
banners, glow sign boards of HI-TECH THE SERVICE PROVIDER from its
office and also all such material, which will indicate any association with HI-TECH
THE SERVICE PROVIDER
cease to promote,
market or advertise HI-TECH THE SERVICE PROVIDER or its products/services.
the User shall grant HI-TECH
THE SERVICE PROVIDER , its employees or agents, access to its information
technology systems for a period of thirty (30) days after termination.
Notwithstanding the
above, the User shall not, if so directed by HI-TECH THE SERVICE PROVIDER
discontinue discharging its duties under the Applicable Agreement during the
notice period and shall continue discharging its duties as per the Applicable
Agreement until indicated otherwise by HI-TECH THE SERVICE PROVIDER,
HI-TECH THE SERVICE
PROVIDER shall have the right, exercisable at its sole discretion, to appoint
another User in its place. The User shall fully cooperate with such newly
appointed User.
Upon notice of
termination from either party, the User shall ensure that during the notice
period leading to the termination, all systems and procedures will be strictly
adhered to and all customers handled properly. All inquiries from customers
will be diverted to HI-TECH THE SERVICE PROVIDER by the User.
Subject as otherwise
provided in this Agreement and to any rights or obligations that have accrued
before termination, neither Party shall have any further obligation to the
other under this Agreement.
Any termination of
this Agreement or Applicable Agreement shall be without prejudice to HI-TECH
THE SERVICE PROVIDER rights under law and equity
PROMOTION. The
user shall promote the sale of HI-TECH THE SERVICE PROVIDER products/services
in accordance with the publicity and marketing guidelines issued by the HI-TECH
THE SERVICE PROVIDER from time to time. User shall only
market/promote HI-TECH THE SERVICE PROVIDER services as authorized by HI-TECH
THE SERVICE PROVIDER in writing in this behalf and shall not
market/promote any other services that may potentially be provided by HI-TECH
THE SERVICE PROVIDER in the future unless otherwise authorized in
writing. The user shall maintain stock and prepare MIS of the promotional
material dispatched from HI-TECH THE SERVICE PROVIDER and ensure that such
material will be displayed in the Merchant outlets at prominent eye-level
locations to promote the business at that outlet.
ARBITRATION. HI-TECH
THE SERVICE PROVIDER may elect to resolve any dispute, controversy or claim
arising out of or relating to the Agreement or HI-TECH THE SERVICE PROVIDER
services by binding arbitration in accordance with the provisions
of the Indian Arbitration & Conciliation Act, 1996. Any such dispute,
controversy or claim shall be arbitrated on an individual basis and shall not
be consolidated in any arbitration with any claim or controversy of any other
party. HI-TECH THE SERVICE PROVIDER shall nominate a sole
arbitrator who shall preside over the arbitration proceedings between HI-TECH
THE SERVICE PROVIDER and concerned User. The arbitration shall be
conducted in New Delhi, India and judgment on the arbitration award may be
entered in any court having jurisdiction thereof. Either HI-TECH THE SERVICE
PROVIDER or concerned User may seek any interim or preliminary
relief from a court of competent jurisdiction in New Delhi, India, necessary to
protect the rights or the property of concerned User or HI-TECH THE SERVICE
PROVIDER (or its agents, suppliers, and subcontractors), pending
the completion of arbitration. Any arbitration shall be confidential, and
concerned User, nor shall HI-TECH THE SERVICE PROVIDER disclose the
existence, content or results of any arbitration, except as may be required by
law or for purposes of the arbitration award. All administrative fees and
expenses of an arbitration will be divided equally between HI-TECH THE SERVICE
PROVIDER and concerned User. In all arbitrations, each party will
bear the expense of its own lawyers and preparation. The language of the
arbitration shall be English.
GOVERNING
LAW. This Agreement shall be governed by and construed in accordance with
the laws of India, without regard to its conflict of law provisions and,
subject to the arbitration provision in section 3.19, the exclusive
jurisdiction of competent courts in New Delhi, India.
FORCE
MAJEURE. Neither Party shall be liable for failure to perform its
obligations under this Agreement to the extent such failure is due to causes
beyond its reasonable control. In the event of a force majeure, the Party
unable to perform shall notify the other Party in writing of the events creating
the force majeure and the performance obligations of the Parties will be
extended by a period of time equal to the length of the delay caused by force
majeure; provided that if any such delay exceeds ninety days, then following
such ninety-day period, either party hereto may terminate the unperformed
portions of this Agreement on ten days prior written notice to the other Party.
For the purposes of this Agreement, force majeure events shall include, but not
be limited to, acts of God, failures or disruptions, orders or restrictions,
war or warlike conditions, hostilities, sanctions, mobilizations, blockades,
embargoes, detentions, revolutions, riots, looting, strikes, stoppages of
labor, lockouts or other labor troubles, earthquakes, fires or accidents.
RECORDS AND
AUDIT. The Users shall maintain all statutory records as may be required
from time to time to be maintained under the Applicable Law. Further, the Users
shall maintain accurate books of accounts in relation to their engagement with HI-TECH
THE SERVICE PROVIDER, pursuant to service rendered by User pursuant to the
Applicable Agreement, in accordance with standard accounting practices and
shall have the same audited annually by an auditor of good standing and repute
and shall forward copies of the audited accounts to HI-TECH THE SERVICE
PROVIDER annually or as and when required by HI-TECH THE SERVICE PROVIDER. The
user hereby permits the authorized personnel of the HI-TECH THE SERVICE
PROVIDER to enter and inspect all books, accounts, records, and materials in
relation to the business operations related to the Applicable Agreement during
normal business hours. During the term of Applicable Agreement and at any time
within sixty (60) days after the termination of the Applicable Agreement, HI-TECH
THE SERVICE PROVIDER or its employee/representative/agent may, at its expense,
carry out an audit to determine whether the User has properly complied with its
obligations under the Applicable Agreement. In the event the results of such
audit determine that the User has not complied with its obligations under the
Applicable Agreement, HI-TECH THE SERVICE PROVIDER shall intimate the User of
such nonperformance or the non-observance and the Business Partner shall
immediately comply with its obligations, or within such other period as may be
specified by Company.
PUBLIC
RELATIONS. Upon execution of the Applicable Agreement, Parties shall have
the right to announce the cooperative arrangement as described in the
Agreement, provided that all announcements must be approved in writing by both
Parties and such approval shall not be unreasonably withheld.
SEVERABILITY. If any provision of this Agreement is held to be unlawful,
void, invalid or otherwise unenforceable, then that provision will be limited
or eliminated from this Agreement to the minimum extent required, and the
remaining provisions will remain valid and enforceable.
ASSIGNMENT. This Agreement and any rights granted hereunder may not be
transferred or assigned by User without SHREE JEE COMPLEX, KALI BARI ROAD, NEAR
BANK OF BARODA, HAZARIBAGH, JHARKHAND, 825301prior written consent but may be
assigned by SHREE JEE COMPLEX, KALI BARI ROAD, NEAR BANK OF BARODA, HAZARIBAGH,
JHARKHAND, 825301without restriction. Any assignment attempted to be made in
violation of this provision shall be void and of no effect.
SURVIVAL. Clause 1.4, 2.1, 3.3, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13,
3.16, 3.17, 3.18, 3.19, 3.20, 3.26, 3.27, 3.33 of this Agreement shall survive
the termination or expiration as applied to transfers and relationship prior to
such termination or expiration.
HEADINGS. The heading references herein are for convenience purposes
only, do not constitute a part of this Agreement, and will not be deemed to
limit or affect any of the provisions hereof.
ENTIRE AGREEMENT. This is the entire agreement between Users and HI-TECH THE
SERVICE PROVIDER relating to the subject matter hereof and will not be
modified except in writing, signed by both parties, or by a Change to this
Agreement made by HI-TECH THE SERVICE PROVIDER in accordance with the terms of
this Agreement.
NOTICE. HI-TECH THE SERVICE PROVIDER may provide Users with
notices and communications by email, regular mail, or posts on the HI-TECH THE
SERVICE PROVIDER website, www.Sahaallrecharge.IN or by any other reasonable
means. Except as otherwise set forth herein, notice to HI-TECH THE SERVICE
PROVIDER must be sent by courier or registered post to Legal
Department, HI-TECH THE SERVICE PROVIDER SHREE JEE COMPLEX, KALI
BARI ROAD, NEAR BANK OF BARODA, HAZARIBAGH, JHARKHAND, 825301, APPAN PALLY , SHREE
JEE COMPLEX, KALI BARI ROAD, NEAR BANK OF BARODA, HAZARIBAGH, JHARKHAND, 825301
WAIVER. The failure of HI-TECH THE SERVICE PROVIDER to
exercise or enforce any right or provision of this Agreement will not
constitute a waiver of such right or provision. Any waiver of any provision of
this Agreement will be effective only if in writing and signed by HI-TECH THE
SERVICE PROVIDER .
RELATIONSHIP BETWEEN THE PARTIES. This Agreement is not intended by the
Parties to constitute or create a joint venture, pooling arrangement,
partnership, agency or formal business organization of any kind. HI-TECH THE
SERVICE PROVIDER and the Alliance Partner/Business Partner shall be
independent contractors with each other for all purposes at all times and
neither Party shall act as or hold itself out as an agent or representative of
the other Party nor shall create or attempt to create liabilities for the other
Party by acting or holding itself out as such