TERMS AND CONDITIONS FOR THE SUPER DISTRIBUTOR / PARTNER / DISTRIBUTOR

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.

PLEASE CAREFULLY READ THESE TERMS OF USE. BY PROVIDING YOUR CONSENT AND/OR USING THIS PLATFORM YOU INDICATE YOUR UNDERSTANDING AND ACCEPTANCE OFTHESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE YOU MAY NOT USE THIS PLATFORM.

1. INTRODUCTION

“RNFI SERVICES LIMITED”, a company incorporated on the 13th of October 2015 under the provisions of the Indian Companies Act, 2013, having its registered office at: UG-5, Relipay House, Plot No. 42 DLF Industrial Area Kirti Nagar, West Delhi, New Delhi - 110015, hereinafter referred also as, “RNFI”, or, ”Company”, which expression shall, unless repugnant to the context of usage thereof, be deemed to include its successors, group companies, affiliates and permitted assigns, administrators, group companies, affiliates, subsidiaries etc. through its authorized signatory) which expression shall unless repugnant to the context or meaning thereof mean and include its successors and permitted assigns)

Company is inter alia engaged in the business of providing such Business Correspondent Services including but not limited to technical/Non-technical Services, for facilitating financial inclusion and Fintech Product Platforms for, inter-alia, processing payment transactions; using Aadhaar Enabled Payment System Services(AEPS), Domestic Money Transfer Services (DMT), Bharat Bill Payment System Services (BBPS), mobile/phones internet Recharges, QR codes, & DTH, Mini ATM (M-atm), EMI Collections, Aadhaar Pay, PAN Card registration, CMS etc all of which, are made available through web application, mobile application, card reader devices / Mpos / Pos terminals, IRCTC Services other technology infrastructure of RNFI (“Company Services”).

The Super Distributor / Partner / Distributor, had represented to RNFI that it has business relationships with various potential points of outlets in its territory, whom the Super Distributor / Partner / Distributor can recommend for the consideration of RNFI to be appointed as Customer Service Points (CSP’s) of RNFI. Based on the above representations, RNFI had appointed Super Distributor / Partner / Distributor, and Super Distributor / Partner / Distributor CODE was generated.

The Super Distributor / Partner / Distributor, at any point of time may, avail the services as mentioned in Annexure-1 and any additional services offered by RNFI by the way of updating the additional services on the Agents Portal, and subject to the conditions set out in this Agreement. It is clarified that the Super Distributor can provide additional/new services to end customers as are updated in the Agent’s Portal of RNFI from time to time. No new Agreement/Addendum would be required to be executed between the parties. However, RNFI solely retains the right to regulate, reduce or add the kind of services that can be provided by a Super Distributor/ Distributor/Partner by a written communication.

1. SCOPE OF SERVICES

• 1.1. RNFI will offer the below mentioned services to such Super Distributors / Partners / Distributors and such services shall be governed by the terms of this agreement. Super Distributor / Partner / Distributor, is a local vendor in the Territory and RNFI has agreed to appoint the Super Distributor / Partner / Distributor on terms that the Super Distributor / Partner / Distributor has agreed to:
  • provide supervisory, administrative and other related services to RNFI as detailed out further in this Agreement; and
  • serve through its CSP outlet for facilitating RNFI’s end customers, conduct financial transactions instantly through the use of RNFI’s Payment Processing Platform (hereinafter referred to as “Agent Portal”), in accordance with and subject to the provisions of this Agreement.
• The Parties intend to enter into this Agreement for their mutual benefit and in the interest of the market to sell, promote and provide related services to the end customers through the use of RNFI’s Agent Portal.
• 1.2. NOW, THEREFORE, parties are desirous of entering into a click wrap agreement, stating their duties and obligations, the terms and scope of the services, compensation etc. in consideration of the mutual promises, agreements and covenants contained herein, and other goods and valuable consideration, (the sufficiency of which is hereby acknowledged by the Parties), the Parties hereto, intending to be legally bound hereby, agree as follows:

2. DEFINITIONS

Unless the context otherwise requires, the following expressions shall have the respective meanings as follows:

• 2.1. Affiliate. The term “Affiliate” shall mean any entity, individual, firm, or corporation, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under control of RNFI.
• 2.2. “Agreement” shall mean this agreement together with its schedules, annexures and exhibits, as may be amended or modified in writing from time to time;
• 2.3. “Applicable Law” means all laws in force and effect as of the date hereof and which may be promulgated or brought into force and effect hereinafter in India and will include any statute, ordinance, code, law, decree, circular, rule or regulation including any revisions, amendments or re-enactments including without limitation rules, regulations and notifications made thereunder and judgments, decrees, injunctions, writs, orders and notifications issued by any court of record or any appropriate authorities as may be in force and effect during the subsistence and applicable to the Agreement whether now or at any time in the future in effect.
• 2.4. “Bank Account(s) of RNFI” shall mean the bank account(s) of RNFI for the purpose of receiving and disbursing the proceeds of settlement of all successful Transactions processed through RNFI to its Super Distributors / Partners / Distributors and/or CSP’s.
• 2.5. “Business Correspondent Services” or “BC Services” means the services offered by the respective Sponsor Bank rendered by RNFI to the customers through its network of Super Distributors / Partners / Distributors under the RBI led model, from time to time as set out under Annexure 1.
• 2.6. “Commission” shall mean consideration for the Super Distributor / Partner / Distributor’s performance of Services under this Agreement that RNFI shall remunerate to the Super Distributor / Partner / Distributor in accordance with the provisions mentioned in this agreement as well as other notifications issued by RNFI from time to time. The Commission shall be paid by RNFI to the Super Distributor / Partner / Distributor subject to deduction of taxes, applicable from time to time.
• 2.7. “Confidential Information” means any data or information disclosed hereunder (whether written, oral or graphical) that relates to RNFI, RNFI e-value/e-ledger, RNFI Payment Platform, RNFI technology, or in the nature of financial or commercial information, technology, research, development, processes, know-how, computer programs, prototypes, designs, specifications, contents, materials, techniques, drawings, business development, marketing, Customer or business activities, and which is confidential or proprietary to or a trade secret of RNFI. The term Confidential Information also means all information in relation to a party which is commercially sensitive or of a secret nature, or information which is marked confidential, relating to any and all aspects of the business and financing of either party. Such information may be expressed in any form including orally, as an idea, as price lists, plans, customer lists or details, computer software, or information concerning either party’s relationships with actual or potential clients or customers and the needs and requirements of such persons; it shall include:
  • any information, oral or written, exchanged between the Parties pursuant to this Agreement including
  • contents of this Agreement;
  • any other agreement executed in connection with this Agreement
  • all Customer Data;
  • any information, oral or written, disclosed by one Party to other or that the Party may otherwise have been privy to as a result of the relationship between the Parties under this Agreement; and
  • any information, oral or written, in relation to the respective business of the Parties which may be privy to pursuant to provision of Services under this Agreement.
• 2.8. “Customer” or “User” or Account Holder or Remitter” shall mean the customer of the Aadhaar Enabled Payment System (AEPS) Services and Domestic Money Transfer Services, Recharge & DTH, Mini ATM, EMI Collection, Aadhaar Pay, Bharat Bill Payment System, and other financial products who avails the Services pursuant to this Agreement, as the case may be.
• 2.9. “Customer Service Points (CSP)’s” or “Retailers” means agents with retail outlets, recommended by the Super Distributor / Partner / Distributor and appointed by RNFI for providing Services in accordance with this Agreement. “CSP Agreement” shall mean the Agreement, which shall be entered into between the Super Distributors / Partners / Distributors and its respective CSP’s for governing the relationship between themselves. For the purposes of this Agreement, CSP’s may include the following;
• If the CSP is a company incorporated under the Companies Act, 1956 or the Companies Act, 2013, then such company and its successors and permitted assigns;
• If the CSP is a limited liability partnership (LLP) incorporated under the Limited Liability Partnership Act, 2008, then such LLP and its successors and permitted assigns;
• If the CSP is a partnership firm under the Partnership Act, 1932, then the partners for the time being of the said firm from time to time and their respective legal heirs, executors and administrators [of the last such surviving partner];
• If the CSP is an individual or a sole proprietary firm, then such individual/sole proprietor and its heirs, administrators, legal representatives and executors;
• If the CSP is a joint Hindu Undivided Family (HUF), then the HUF and the Karta and any or each of the adult members of the HUF and their survivor(s) and its/their respective heirs, legal representatives, executors and administrators;
• If the CSP is a Co-operative Society, then the Co-operative Society, its successors and permitted assigns.
• 2.10. “Device(s)” means the hardware (M-POS, M-ATM, Smart Pos or any other hardware) which enables the CSP’s to securely pass the details of their customers or their cards to obtain the authorization of the payments of the said customers.
• 2.11. “Documentation” shall mean user manuals, training materials, product descriptions and specifications, technical manuals, supporting materials, maintenance know how, text and graphic elements of all user interfaces and any modifications or upgrades of the foregoing, developed for use in connection with the Devices or Payment Processing Platform and provided or made available by RNFI or any of its Affiliates from time to time.
• 2.12. “Domestic Money Transfer” or “DMT” or “Remittance” shall mean process of transferring cash into the bank accounts (of say family members or others) subject to a transaction limit as prescribed by RBI from time to time.
• 2.13. “Financial Products” shall mean Aadhaar Enabled Payment System (AEPS) Services and Domestic Money Transfer Services (DMT), Recharge & DTH, Mini ATM (Matm), EMI Collections, Aadhaar Pay, Bharat Bill Payment System (BBPS) and Payment Gateways& any such product which is served to the customer through the Super Distributor / Partner / Distributor’s channel and/or CSP’s outlets, introduced by RNFI directly or in conjunction with any bank.
• 2.14. “Inactive Account” means the Super Distributor’s / Partner’s / Distributor’s and/or its CSP’s account with RNFI which has no financial transactions in last 150 (Hundred and Fifty) consecutive days.
• 2.15. “Intellectual Property Rights” means all rights and interests, vested in or arising out of any Intellectual Property, created and / or owned by RNFI, which includes (without limitation) rights and interests in inventions, patents, copyrights, designs, trademarks, trade-names, technology, business names, logos, commercial symbols, processes, developments, licenses, trade secrets, goodwill, specifications, patterns, drawings, computer software, formulae, technical information, research data, concepts, methods, procedures, designs, Confidential Information and any other knowledge of any nature whatsoever throughout the world, and including all applications for patents, copyrights, trademarks, trade names, rights to apply and any amendments/modifications, renewals thereto and all other intellectual property rights relating thereto. “Intellectual Property Rights” includes all vested contingent and future intellectual property rights of RNFI including but not limited to goodwill, reputation, rights in know-how and Confidential Information, copyrights, trademarks, logos, service marks, patents, devices, plans, models, diagrams, specifications, source and object code materials, data and processes, design rights, patents, know how, trade secrets, inventions, get up, database rights (whether registered or unregistered) and any products or registrations for the protection of these rights and all renewals and extensions thereof existing in any part of the world whether now known or created in the future;
• 2.16. “Merchandise” shall mean the marketing materials and consumable materials for display at the Premises as may be advised or supplied by RNFI to the Super Distributor / Partner / Distributor’s.
• 2.17. “Payment Platform Terms and Conditions” mean all the terms and conditions applicable to the Customers as well as the Customer Service Points in relation to Agent Portal, issued by RNFI from time to time;
• 2.18. “Payment Service Providers” shall mean various Banks, Financial institutions, card associations, who are defined and licensed under the Payment and Settlement Systems Act, 2007 to facilitate processing of electronic payments.
• 2.19. “Person” will include an individual, an association, a corporation, a Partnership, a joint venture, or other entity or organization, or an agency or instrumentality thereof or any other legal entity;
• 2.20. “Premises” shall mean the authorized premises from where the Super Distributor / Partner / Distributor and/or its CSP’s is facilitating the Services under the terms of this Agreement.
• 2.21. “Reverse Transition Service” shall mean services related to transactions, refunds, customer grievance, any other information, documentation provided by the Super Distributor / Partner / Distributors to RNFI or its affiliates, for the effective management and maintenance of the Services under this Agreement.
• 2.22. “Refund transactions / Chargeback” means a shall mean the reversal (such reversal being requested by an Issuer pursuant to a request from the Issuer’s Customer) of the debit of the Transaction Amount that was charged to the customer, where the reversal is approved by the Issuer following examination of the Transaction related documents and information furnished by the customer, consequently resulting in the Acquirer charging RNFI the Transaction Amount and charges or fines associated with processing the Chargeback.
• 2.23. “Regulatory Body” means any central or state government or other political subdivision thereof and any entity, including not limited to any regulatory or administrative authority or bank, RBI, courts, or any other entity with whom RNFI has direct or indirect arrangements to render the various services pursuant to this agreement.
• 2.24. “Retention Period” shall mean a period of at least eight (8) years or for such period required as per applicable laws following the date of termination or expiration of the Agreement. The Super Distributor / Partner / Distributor agrees to maintain complete and accurate books and records regarding all financial matters in relation to the Services provided hereunder in accordance with generally accepted accounting practices during the Term and the retention period.
• 2.25. “RNFI Payment Processing Platform” or,” RNFI Platform” or “Agent Portal”, refers to technology platform designed, developed, owned & operated in New Delhi by RNFI for providing services under the scope of this Agreement. It means the platform (includes Source Code and Object Code, any upgrades, modified versions, updates, and additions thereto, in any form and on any media including all fixes, updates, modifications, enhancements and new releases of the foregoing) provided by the RNFI in association with multiple financial or non-financial institutions, card scheme, switching solution providers for the purpose of CSP’s on-boarding, device configuration, pricing configuration, payment processing, reconciliations and settlements for the transactions processed or any other activities. This platform is governed by rules, regulations and the guidelines stipulated by all the parties associated in offering these solutions.
• 2.26. “RNFI Branding” means the designs, trademarks, trade-names, business names, logos, and commercial symbols, owned or applied for by RNFI.
• 2.27. “Super Distributor / Partner/ Distributor Business Account” shall mean an account opened and operated by the SD/P/D with the Company for availing and disseminating Company Services;
• 2.28. “Services” means the Financial or non-financial, Business correspondent or Non-business correspondent services which are agreed to be provided by RNFI to its Super Distributors / Partners / Distributors and/or their respective CSP’s on behalf of RNFI, which services are more particularly set out in this Agreement.
• 2.29. “Sponsor Bank” or “Bank” shall mean Bank(s) or any such entity which acts as sponsor for the Business Correspondent Services and having definitive agreement for the same.
• 2.30. “Super Distributor / Partner/ Distributor” shall have the meaning ascribed to it in Recital B;
• 2.31. “Territory” means the geographical limits as defined in recital.
• 2.32. “Transactions” means the successful transaction between end customer and CSP, wherein an authorization, if any, has been obtained for the payment of the purchase of goods or services.
• 2.33. “Term” shall have the meaning assigned to it in the validity, termination & effect of termination clause/section of this Agreement;

3. INTERPRETATION

Unless the context otherwise requires in this Agreement;

• 3.1. words importing persons or parties shall include firms and corporations and any organizations having legal capacity;
• 3.2. words importing the singular include the plural and vice versa where the context so requires;
• 3.3. reference to any Law shall include such law as from time to time enacted amended, supplemented, or re-enacted;
• 3.4. reference to any enactment or 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;
• 3.5. reference to any gender includes a reference to all other genders;
• 3.6. reference to the words “include” or “including” shall be construed without limitation; and
• 3.7. the headings in this Agreement are for ease of reference only and shall not be taken into consideration in the interpretation or construction hereof.
• 3.8. Reference to any mode Specific will outgrow the general and in case of conflict, specific clause dealing with it would prevail over the general.
• 3.9. The terms “hereof”, “herein”, “hereto”, “hereunder” or similar expressions used in this Agreement mean and refer to this Agreement and not to any particular clause or sub-clause of this Agreement;
• 3.10. 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; and

4. BUSINESS MODEL / AGENT NETWORK CATEGORIZATION

• 4.1. RNFI Agent Network under Business to Business model is set up into three different broad categories in the consequent hierarchy as mentioned below i.e.
  • Super Distributors (“SD”)
    • “Super Distributors” (SD) are the big network partners with RNFI, who have invested a large amount in their business. Super Distributors can be a Proprietorship, Partnership firm, LLP or Company. The Super Distributors have full Administrative rights in the Agent Platform for the network that they have added. The Super Distributors may further appoint other business partners into their network that could either act as Partners, Distributors or Retailers of RNFI. The Super Distributors work as a mediator between their appointed network locations and RNFI. The Super Distributors must ensure that the location(s) under their respective network works as per the terms agreed in the signed agreement between the Super Distributor and RNFI. Any violation, default, or negligence pertaining to the terms of this Agreement or any laws/rules made by the RBI or any other regulatory body for the conduct of business of Business Correspondent by any of the partners, dealers or Distributor of RNFI appointed through the Super Distributor would be considered to be as a default of the Super Distributor and the Super Distributor would liable for the same consequences as if the said default is his own default.
  • Partners (“P”)
    • A partner is the next layer of the network strength below Super Distributors. A Partner can also be a Proprietorship, Partnership firm, LLP or Company. The Partner may further appoint their distributor as their network that could either act as Distributors or Retailers.
  • Distributors (“D”)
    • A distributor is the one which has a direct control over the Retailers / Customer Service Point (CSP). The distributor appoints these Retailers / Customer Service Point’s to work for RNFI conducting the services as mentioned in the respective annexures.

  Herein, all Agent Types i.e., Super Distributors/ Distributors / Partners can have an independent, direct and exclusive agreement with RNFI. Also, except Retailer / CSP, each agent type can also create its own network one level below, e.g., a Super Distributor can have an exclusive, independent and direct agreements further with its own Partners, and Distributors and so can Partners have its own agreements with own Distributors and similarly any Partner, or Distributor can also have an exclusive, independent and direct agreement with the Super Distributor.

• 4.2. RNFI’s Business Model consist in its scope, 2 types of Business associations mentioned as under:
  • Direct association (RNFI’s Platform & RNFI’s Branding)
    • Under this association, all types of network agents (Super Distributors, Partners, Distributors) will sign off an agreement directly with RNFI and shall be using RNFI’s Domain name, RNFI’s Brand and operates as per RNFI’s services and procedures.
  • White Label association (RNFI’s Platform but SD/P/D’s Branding)
    • Where Super Distributors, Partners, and Distributors of RNFI shall be opting to use their own Domain name and for all other services shall use RNFI’s Brand and operates as per RNFI’s services and procedures. White label Super Distributors are those Super Distributors who are using RNFI’s Agent platform for selling their own products and services i.e., they are using RNFI’s platform and puts its own logo and brand name on its products and/or services.
• 4.3. RNFI shall have the sole discretionary right to remove any Super Distributor, Partners or Distributors from the consequent Hierarchy, whenever it deems fits. Also, RNFI may at its sole discretion can map/assign the respective network of CSP/retailer to other Super Distributor, Partners or Distributors.

5. RELATIONSHIP OF THE PARTIES

• 5.1. The relationship between RNFI and the Super Distributor / Partner / Distributor shall be on a “principal-to-principal basis”. The appointment of the Super Distributor / Partner / Distributor is on an “exclusive basis” i.e., During the term of this Agreement, RNFI hereby appoints Super Distributor / Partner / Distributor, and the Super Distributor / Partner / Distributor hereby accepts RNFI’s appointment, as an exclusive provider (except as to any Affiliate of RNFI) of services as mentioned in Annexure-A, which services are more fully described in Section 2.28 above (the “Services”), pursuant and subject to the terms and conditions of this Agreement.
• 5.2. During the term hereof, Super Distributor / Partner / Distributor shall not seek or accept identical or similar services from other providers (except any Affiliate of RNFI). For the avoidance of doubt, however, during the term hereof, RNFI shall have the rights to provide identical or similar services to third parties, and Super Distributor / Partner / Distributor may seek or accept identical or similar services from any Affiliate of RNFI but not by any third party.
• 5.3. The Super Distributor / Partner / Distributor shall not have any rights, permissions or entitlements as an agent under this Agreement.
• 5.4. Each Party agrees to be responsible for the acts of its own agents, CSP’s or employees, when acting within their respective scopes in performing this Agreement. Either Party’s employees shall have no claim against the other Party for any payments, compensation, retirement benefits, worker’s compensation, disability or unemployment insurance benefits, or employee benefits of any kind.
• 5.5. It is agreed that the relationship between the Parties contemplated in the Agreement is revocable and consideration agreed under the Agreement is for the Services to be rendered by the Super Distributor / Partner / Distributor to RNFI and/or RNFI’s end customers.

6. RNFI’s OBLIGATIONS

• 6.1. Payment Processing Service:
  • a) RNFI shall comply with all applicable laws that relate to the performance of its duties and obligations pursuant to this Agreement.
  • b) RNFI shall endeavor to provide uninterrupted access of its services to best of its ability.
  • c) RNFI shall have engagement with Payment Service Providers and other entities required to process transactions covered under CSP Services and RNFI.
  • d) RNFI will separately enter into a click wrap agreement on its Agent Portal/platform with CSPs in accordance with the terms of this Agreement.
  • e) RNFI may at its sole discretion approve or reject applications submitted by retail outlets to be appointed as CSPs.
  • f) RNFI will have a right to regulate operations of the CSPs at its sole discretion including without limitation to appointment, transaction limits, transaction authorizations, terminations etc.
  • g) The contractual relationship between RNFI and the CSPs under the click-wrap Agreement will be independent of the rights and obligations of the Super Distributors / Partners / Distributors contained under this Agreement.
  • h) RNFI, as deem fit and proper, shall impart requisite training material to the Super Distributors / Partners / Distributors or its personnel, relating to the products, services, processes and information connected thereto.
  • i) RNFI shall put in place grievance redressal mechanism for its Super Distributors / Partners / Distributors and CSPs to help/solve grievances of the end customers.
  • j) RNFI Shall not contact or deal with the customers & RNFI shall not be responsible for any financial loss to the CSP or customers.
  • k) All the Transactions of the CSP’s on boarded by RNFI, processed through in accordance to the agreed terms between CSP’s and their respective Super Distributors / Partners / Distributors.
  • l) RNFI Shall not be responsible for any financial loss to the Super Distributors / Partners / Distributors due to any transaction(s) of end customer(s) or CSP’s.

7. SUPER DISTRIBUTOR’S / PARTNER’S / DISTRIBUTORS OBLIGATIONS

The Super Distributors / Partners / Distributors must ensure that the CSPs facilitate the Services to the Customers and RNFI in accordance with this Agreement.

• 7.1. Sale and Supply of products or Services:
  • The Super Distributors / Partners / Distributors shall ensure that their as well as their CSP’s operations thereof including the products or services marketed by the CSP’s are at all times in compliance with applicable law and regulations and in accordance with public policy, including, without limitation, compliance with all applicable licensing regulations, customs, octroi, Goods & Service tax, and other taxes and other censorship regulations, if any. In any event if RNFI finds that there is any breach in this regard; RNFI shall assess the effect of such breach. Accordingly, RNFI may disapprove such CSP’s. In the event of such a breach in the view of RNFI being rectifiable, RNFI may require the Super Distributors / Partners / Distributors to cause change of any such CSP’s procedures, applications or operations and the Super Distributors / Partners / Distributors shall comply accordingly within such period as RNFI may stipulate.
• 7.2. Disputes Regarding Products or Services:
  • All risks associated with the delivery / fulfillment of the product &/or services by the CSP’s shall be solely with the Super Distributors / Partners / Distributors /CSP’s and not with the RNFI. Provided that any and all disputes regarding quality, merchantability, non-delivery/non-fulfillment and delay in delivery / fulfillment of the Products / services or otherwise will be dealt with by and between the Super Distributor / Partner / Distributor/CSP’s and the Customer directly and RNFI shall not be made party to any such disputes. The Super Distributor / Partner / Distributor shall ensure that the same is communicated to the CSP’s prior to their utilizing the service’s and specific clauses to this effect would be introduced in the agreements between Super Distributor/Partner/Distributor and the CSP’s. The Super Distributor / Partner / Distributor shall hold RNFI harmless from any such actions or claims that may be initiated against it be any reason thereof. The Super Distributor / Partner / Distributor shall also indemnify and hold indemnified RNFI at all times against all such damages, costs, liabilities, expenses, losses, legal costs, actions and claims.
• 7.3. Acceptance of Charges with Recourse and Chargebacks:
  • Parties agrees that: (i) any transfer/ payment instructions accepted by RNFI through its Payment Mechanism which result in the payments being uncollectable by any reason of any dispute raised by a Customer / Customer’s bank, shall be the financial responsibility of the Super Distributor / Partner / Distributor/ their CSP(s) and RNFI shall not be liable for the same.
• 7.4. The Super Distributor / Partner / Distributor, shall be liable to make payment to the customer (or the customer’s account) for any potential Chargebacks in cases where the CSP recommended by the Super Distributor / Partner / Distributor, does not make the payment for the same within 3 days from chargeback.
• 7.5. No Sale Purchase Contract between RNFI and Customer and/or CSP’s:
  • For the avoidance of doubt, in no event shall RNFI be required to establish any contract for the sale and purchase of the products &/or services with the Customer or CSP’s. The Super Distributor / Partner / Distributor undertakes to ensure that the appropriate notices and disclaimers are provided to the Customer informing the Customer that the Customer is purchasing the Products &/or services solely from the CSP’s pursuant to a sale and purchase agreement with their respective Super Distributor / Partner / Distributor. A specific clause to this effect would be introduced in the definitive agreement between The Super Distributor / Partner / Distributor and CSP. The Super Distributor / Partner / Distributor shall indemnify and keep indemnified RNFI from and against all damages, costs, liabilities, expenses, losses, legal costs, actions and claims made by any Customer or CSP’s against RNFI as a result of a breach of this provision.
• 7.6. The Super Distributor / Partner / Distributor agrees that, RNFI may request complete KYC documentations and the digital or physical copy of Agreement executed between the respective Super Distributors / Partners / Distributors and their CSP’s along with their consent to avail the services provided by the RNFI or any other details and documents as and when required.
• 7.7. The Super Distributor/Partner/Distributor shall submit all the details of the prospective CSP’s and only after the approval of RNFI, the said CSP’s will be appointed by the respective Distributor/Partner/Distributor. Upon receipt of the approval of the prospective CSP’s from RNFI, the Super Distributor/Partner/Distributor shall enter into a valid, binding and enforceable agreement with each of its prospective CSP’s within 2 business days. If there is any rejection of such prospective CSP’s by RNFI the reason will be provided for such rejection.
• 7.8. For provisioning of the services, the Super Distributor / Partner / Distributors is required to register and maintain a User Access ID(s) and password(s) with RNFI (“Account”). The Super Distributors / Partners / Distributors shall be fully responsible for maintaining the confidentiality and security of the Account, and RNFI shall have no liability for any loss or damage caused for any failure by the Super Distributors / Partners / Distributors to maintain confidentiality or security. The Super Distributors / Partners / Distributors confirms agreement with every term of this Agreement upon setting up its User Access ID on RNFI Platform. The Super Distributor / Partner / Distributors further agrees that it is bound by every term of this Agreement immediately upon setting up its User ID unless otherwise agreed specifically in writing between the Super Distributor / Partner / Distributors and RNFI.
• 7.9. The Super Distributor / Partner / Distributors will separately enter into a CSP Service Agreement with their CSPs in accordance with the terms of this Agreement along with the T&C as given on the RNFI Portal i.e., www.rnfi.in (The Super Distributor / Partner / Distributors agrees to facilitate the same).
• 7.10. Super Distributor / Partner / Distributors shall Appoint Retailers/CSP and conduct the due diligence including physical verification, background verification of their respective CSP also ensuring that there has/had not been any conviction in any previous criminal case, particularly under, Cyber Crime, Enforcement Directorate, Indian Penal Code,1860, Motor Vehicles Act,1988 and not charged for any criminal conspiracies, is not a proclaimed offender, is not involved in any offence of moral turpitude, under the laws of India, applicable from time to time;
• 7.11. That the Super Distributor / Partner / Distributor shall ensure and verify that prospective CSP of RNFI has not failed or unreasonably delayed the payment of any debt/financial obligation that became due and liable to be paid by the CSP. CSP has never been adjudged bankrupt by any court in India or elsewhere in the last 10 years;
• 7.12. That the Super Distributor / Partner / Distributor shall ensure and verify that prospective CSP of RNFI is otherwise not legally prohibited or restricted from entering into agreements of the nature contemplated herein and has not been placed in list of defaulters or black-listed by any regulatory authority.
• 7.13. The Super Distributor / Partner / Distributors shall be responsible for the disputes which may have resulted in any financial loss to the CSP and/or any such matter either directly or indirectly.
• 7.14. The Super Distributors / Partners / Distributors agrees that RNFI while offering its service shall solely be entitled to choose the appropriate third parties such as banks, partners, any other entity and from time to time replace them as per the sole discretion of RNFI. The Super Distributors / Partners / Distributors will have no say over RNFI choosing its business partners and will execute the work of any business partner that RNFI directs Super Distributor to.
• 7.15. The Super Distributors / Partners / Distributors will ensure that all information exchanged between the CSP and RNFI Platform including but not limited to transaction amount, transaction status, refund status, Acknowledgement of Payment, Details of Customers or beneficiary, OTP is recorded and transmitted on “AS IS” basis without any tampering, or modification whatsoever.
• 7.16. The Super Distributors / Partners / Distributors further agrees that they shall in no circumstances provide or extend services rendered by RNFI to any third-party payment facilitators or aggregators at any time or allow themselves to be replaced by any third party without notifying RNFI and obtaining explicit approval in the form of a written agreement from RNFI.
• 7.17. The Super Distributor / Partner / Distributor, shall have its own commercials arrangement(s) with their CSP’s to which the RNFI is not a party. RNFI’s commercials arrangement(s) to the Super Distributor / Partner / Distributor for these services shall also be independent to the commercials what the Super Distributor / Partner / Distributor offers to their CSP’s.
• 7.18. The Super Distributor / Partner / Distributor, shall submit to RNFI the KYC and other required documents (in the form and format acceptable by RNFI) relating to the prospective CSP’s already identified by the Super Distributor / Partner / Distributor. RNFI shall, within a reasonable period of time, verify the documents and KYC details of the prospective CSP’s and if RNFI finds the same to be in order, it shall inform the Super Distributor / Partner / Distributor of the same.
• 7.19. The Super Distributor / Partner / Distributor shall verify the KYC details/minimum details (as applicable) provided by the CSP and carry out proper due diligence of the CSP as specified by RNFI. The Super Distributor / Partner / Distributor shall be solely responsible for the verification process of KYC details/minimum details of the CSP and the Super Distributor / Partner / Distributor hereby agrees that it shall be liable to indemnify RNFI in case of any losses or claims or penalties arising out of defective KYC verification process of the CSP.
• 7.20. The Super Distributor / Partner / Distributor shall be liable to make payment to the end customer (or the customer’s account) for any potential Chargebacks in cases where the CSP’s fails to make the payment for the same within 3 days from chargeback.
• 7.21. RNFI hereby appoints Super Distributor / Partner / Distributor for providing Services (as defined below) through the use of RNFI Payment Platform. In connection with the appointment hereof, the Super Distributor / Partner / Distributor hereby agrees, lawfully declares and admits:
  • a) That the Super Distributor / Partner / Distributor is a permanent resident and citizen of India and has not been convicted in any previous criminal case, particularly under, Cyber Crime, Enforcement Directorate, Indian Penal Code,1860, Criminal Code of Procedure,1973, Motor Vehicles Act,1988 and not charged for any criminal conspiracies, involving moral turpitude, under the laws of India, applicable from time to time;
  • b) That the Super Distributor / Partner / Distributor has not failed or unreasonably delayed the payment of any debt/financial obligation that became due and liable to be paid by the Super Distributor / Partner / Distributor. The Super Distributor / Partner / Distributor has never been adjudged bankrupt by any court in India or elsewhere in the last 10 years;
  • c) That the Super Distributor / Partner / Distributor shall not provide any other services/products to the customers or CSP’s, under the RNFI banner, except without the explicit written permission of RNFI;
  • d) There is no violation of any non-compete obligations of the Super Distributor / Partner / Distributor I any third party, by entering into the Agreement with RNFI;
  • e) That the Super Distributor / Partner / Distributor is otherwise not legally prohibited or restricted from entering into agreements of the nature contemplated herein and has not been placed in list of defaulters or black-listed by any regulatory authority.
• 7.22. The Super Distributors / Partners / Distributors shall make best efforts to expand the reach of Agent Portal to the end customers. Enroll more persons for running CSP’s outlets of Agent Portal (“CSP’s”) resulting in expansion of RNFI business within the Territory.
• 7.23. The Super Distributor / Partner / Distributor shall be responsible for supervising and providing services detailed in this agreement with respect to its CSP.
• 7.24. The Super Distributor / Partner / Distributor shall ensure that each of its CSP’s enrolment and transaction registers are monitored and reviewed at the bare minimum frequency of every week. Every time the Super Distributor / Partner / Distributor / its staff-member reviews the register, he/she shall sign on the register and put the date. The review should cover the following aspects:
  • a) Whether the CSP is recording each enrolment or transaction in the respective register.
  • b) Clarity and completeness of the records (i.e., whether all required fields are being filled).
  • c) Whether the CSP is requiring the customer to sign on its enrolment / transaction record and procuring adequate KYC documents as instructed by RNFI.
  • d) Whether the CSP is signing on the register every time.
  • e) Whether the CSP’s is delaying any transactions or withholding any customer’s cash.
  • f) Whether the CSP has mentioned a TID (RNFI’s unique transaction identifier) against each record. Absence of TID could mean delay of transaction by CSP or even an intent to withhold the customer’s cash without remitting it as needed.
  • g) Whether the CSP’s enrolments or transactions have decreased or increased compared to its regular trends and/or potential. In such case, Super Distributor / Partner / Distributor shall immediately investigate the reasons for the same and address any risks e.g., fraud by CSP’s or capture of CSP’s by competition. Super Distributor / Partner / Distributor shall keep RNFI fully informed on this in writing.
• 7.25. The Super Distributor / Partner / Distributor shall verify the antecedents of the personnel/CSP’s engaged in its outlets and shall not engage any personnel with a criminal record/conviction. CSP shall also bar such person from participating directly or indirectly in the provision of the Services.
• 7.26. The Super Distributor / Partner / Distributor shall ensure that the CSP/ personnel engaged/employed shall not resort to invasion of privacy, such as persistently bothering customers at odd hours, violation of “do not call’ code etc. and shall at all times adhere to the guidelines issued by RNFI from time to time.
• 7.27. Customer Service and Fraud Management: Super Distributor / Partner / Distributor shall:
  • a) Address and resolve customers’ queries, complaints, and issues to the point of their satisfaction.
  • b) Facilitate refunds to customers by a CSP in case of a wrong transaction due to a mistake of the CSP;
  • c) Identify suspicious CSP’s who may be committing fraud, and carry out further necessary investigation to confirm the event of fraud;
  • d) In case of confirmation of fraudulent activity by a CSP, give a notice and enter into discussions with RNFI immediately to determine suitable course of action and follow process as directed by RNFI from time to time;
  • e) Document and maintain a record of all action(s) taken against fraudulent CSP’s and communicate the same to RNFI;
  • f) Coordinate with local authorities in case of any fraud committed by a CSP or by its own staff. It is clarified that Super Distributor / Partner / Distributor shall solely be responsible for such fraudulent activities of its CSP’s or any of its own staff / employee.
  • g) In case of RNFI finds any fraudulent activity by a CSP through its own or through any 3rd party (intimation) in such case Super Distributor / Partner / Distributor shall facilitate the RNFI in the investigation and assist the RNFI in recovering the fraud amount from their respective CSP(s) however in case RNFI fails to recovery the said fraud amount from the CSP, RNFI has the sole right to Debit/lien the e-value from the Super Distributor / Partner / Distributor equivalent to the fraud amount.
• 7.28. In the event of a fraud, Super Distributor / Partner / Distributor agrees that:
  • a) RNFI’s decision shall be final as to the nature and extent of fraud;
  • b) RNFI may unilaterally choose to terminate the relationship with Super Distributor / Partner / Distributor or any of its retailers/agents/CSP’s;
  • c) Super Distributor / Partner / Distributor shall be liable to make good all the material and non-material losses that may be incurred to RNFI and/or its customers on account of any fraudulent activity being carried on by a CSP or any of the staff of Super Distributor / Partner / Distributor.
  • d) In addition to making good all the losses, Super Distributor / Partner / Distributor shall be liable to indemnify and pay RNFI a penalty of ten times of fraud amount or the losses suffered by RNFI.
  • e) Super Distributor / Partner / Distributor shall immediately reimburse to end customers such monies lost on account of fraudulent activities /negligence /error by its CSP or by Super Distributor / Partner / Distributor’s own staff, whether or not the same amount is collected from the fraudulent CSP.
  • f) Super Distributor / Partner / Distributor shall collect and recover customer monies and penalty / liquidated damages as per RNFI’s agreement, from fraudulent CSP.
  • g) Pursuing all legal and criminal proceedings against fraudulent CSP, it is clarified that all legal expenses incurred in relation to any fraud by CSP or by Super Distributor / Partner / Distributor’s staff, shall be at Super Distributor / Partner / Distributor’s expense, RNFI shall not be responsible for the same.
• 7.29. Non-Payment/Short Payment/Due pending by Super Distributor / Partner / Distributor / CSP
  • a) Super Distributor / Partner / Distributor agrees that in case of its failure to make the payment for any short Payments/dues pending or any other pending amount of any nature whatsoever with RNFI, RNFI shall have an unilateral right without limitation to block or to put lien/capping on the entire network mapped till last levels of layers below it, including any Partner / Distributor and/or CSP for amounts in full or in-part, and such lien/capping would continue till the realization of full payment from the respective Super Distributor / Partner / Distributor.
  • b) Super Distributor / Partner / Distributor agrees that in case of failure to make the payment for any short Payments/dues pending or any other pending amount of any nature whatsoever with RNFI by any channel partners/CSP(s)/ levels of layers (above/below), RNFI shall have an unilateral right without limitation to block or to put lien/capping on the entire network mapped till last levels of layers above/below it, for amounts in full or in-part, and such lien/capping would continue till the realization of full payment from the respective channel partners/CSP(s)/ levels of layers(above/below).
• 7.30. Other obligations and covenants of Super Distributor / Partner / Distributor
  • a) RNFI may require Super Distributor / Partner / Distributor to facilitate and execute certain customer-facing schemes (e.g., discounts etc.) and CSP-facing schemes (e.g. performance-linked incentives etc.) extended from time to time through RNFI’s budgets. Super Distributor / Partner / Distributor agrees to be bound by such schemes and can also recommend additional schemes to the end customers/ CSP on its own account. However, Super Distributor / Partner / Distributor shall obtain prior written approval from RNFI for all such additional schemes. In addition, either Party may recommend schemes where both Parties may agree to share the cost of such a scheme on a case-by-case basis.
  • b) The Super Distributor / Partner / Distributor shall maintain in good and working order, any equipment which may have been provided by RNFI to carry out the Services under this Agreement.
  • c) The Super Distributor / Partner / Distributor/CSP shall bear any and all costs for the repair, replacement or up-gradation or procurement of equipment/ infrastructural facilities at the CSP’s outlet from where the Services will be provided, in order to fulfill the requirement of bank, other entity or other regulatory body.
  • d) The Super Distributor / Partner / Distributor shall maintain, at its own costs, insurance coverage for adequate amount against dishonesty, theft, extortion, robbery, forgery, altered documents, fraud, fidelity, and/ or any other dishonest act(s) done by its CSP’s or its employees/personnel, with RNFI as the loss payee/beneficiary.
  • e) The Super Distributor / Partner / Distributor shall refrain from any action that could damage the integrity or reputation of RNFI.
  • f) The Super Distributor / Partner / Distributor shall comply with all applicable laws with respect to the “do not call registry” (The Registry) and shall not do any telemarketing, unless permitted by RNFI in writing, in advance for provisioning of Service under this Agreement.
  • g) The Super Distributor / Partner / Distributor shall not issue any communications on behalf of RNFI or in its name in relation to the Agent Portal or the Services, without prior written approval of RNFI.
  • h) The Super Distributor / Partner / Distributor shall not incur any additional expenses pertaining to the Services without prior written approval of RNFI. Any expenses so incurred after obtaining approval from RNFI shall be necessarily furnished with the receipts and documents as proof of incurrence, to the satisfaction of RNFI.
  • i) The Super Distributor / Partner / Distributor shall familiarize itself of the grievance redressal policy of RNFI and shall inform and provide complete details of the same to the end customers for redressal of complaints of end customers before initiation of transactions through the RNFI Payment Platform.
  • j) The Super Distributor / Partner / Distributor shall also adhere to the provisions of the Prevention of Money Laundering Act, 2002, Payment and Settlement Systems Act, 2007, the rules/regulations issued thereunder and the directions/guidelines issued by the Reserve Bank of India from time to time, the guidelines on Know Your Customer/ Anti-Money Laundering/ Combating Financing of Terrorism guidelines, guidelines for engaging of business correspondents by banks in as much as they are applicable to RNFI and domestic money transfer guidelines and such other guidelines issued by the Reserve Bank of India, from time to time, as may be applicable to RNFI for provision of Agent Portal Services under this Agreement.
• 7.31. Business Inactivity and Platform Fee
  • a) Business Inactivity - Your Super Distributor / Partner/ Distributor Business Account (hereinafter referred to as “Account”) maintained with RNFI shall have lifetime validity. In cases where you do not perform any financial transactions using your Account for a consecutive period of 150 days, Your Account will be considered inactive. Where you wish to reactivate such account, you will have to contact us through our customer care and comply with applicable validation norms, as prescribed by RNFI.
  • b) Platform Fee
    • i) If you are a registered RNFI Super Distributor / Partner/ Distributor Business Account who has not performed any financial transactions using RNFI account for a consecutive period of 150 days (“Business Inactivity”), then RNFI is entitled to levy a monthly charge (“Platform Fee”) and deduct it from your existing e-ledger balance. To clarify, a zero-balance inactive e-ledger will not be charged any platform fee.
    • ii) The Platform Fee is designed to support ongoing updates, enhancements, and maintenance, ensuring a consistently excellent user experience for our Super Distributor / Partner/ Distributor Business Account.
    • iii) Post the Business Inactivity Period, a notification of Seven (7) days (“Notice Period”) will be sent to you for logging in to the RNFI account. Upon receiving the notification, by simply performing financial transaction in to your e-ledger account, you become an active user and the Platform Fee will no longer be applicable to you.
    • iv) The e-ledger balance will not go into a negative amount. If the e-ledger balance reaches zero, no Platform Fee will be deducted. However, RNFI encourages you to return to the web/app to explore our new offerings.
    • v) You agree and confirm that, If you do not perform financial transaction within the Notice Period, the Platform Fee will be levied post expiry of the Notice Period subject to terms and conditions herein. The Platform Fee levied shall be Rs. 300 monthly.
    • vi) To avoid the e-ledger Maintenance Charges, you may do the following:
      • a) You may simply perform financial transaction within seven (7) days from receiving the notification from RNFI.
      • b) In the event you miss the initial Notice Period of 7 days, you can still perform financial transaction on RNFI platform using your account, within the next Ten (10) days and In such cases, the Platform Fee will be refunded, credited back, or provided as Cashback to you.
    • vii) You agree and confirm that, The Platform Fee will be deducted from the existing e-ledger balance itself.
    • viii) You agree and confirm that, If e-ledger balance is less than the Platform Fee, then the entire e-ledger balance will be debited and e-ledger balance will be zero.
    • ix) You agree and confirm that, If e-ledger balance is more than Platform Fee, then the Platform Fee will be deducted as per the schedule mentioned above.
    • x) You agree and confirm that uninstalling the RNFI application is not the same as deletion of business account. Even after uninstalling the RNFI application, the RNFI e-ledger (with or without any balance in it) is maintained by RNFI. Therefore, it is advisable to periodically log in to the RNFI e-ledger and utilize the services available on the platform.
    • xi) To delete your account maintained with RNFI, permanently, Raise a ticket/Request for deletion to customer care.
• 7.32. Due Diligence of The Super Distributor / Partner / Distributor
  • a) RNFI may require the Super Distributor / Partner / Distributor to submit various information and the documents at the time of execution of this Agreement and any time thereafter during the provision of Services, as may be required by RNFI. The Super Distributor / Partner / Distributor shall provide all such information/ documents to RNFI promptly. RNFI shall verify all documents and create codes using RNFI’s technology for providing RNFI Payment Platform Services to the end customers.
  • b) RNFI may also conduct background verification of the Super Distributor / Partner / Distributor through reliable third-party vendors within one month of appointment & any time thereafter during the provision of Services, as may be required by RNFI. This includes physical address verification, police verification and CIBIL check. If the background verification of the Super Distributor / Partner / Distributor yields a negative result, RNFI shall deactivate the Super Distributor / Partner / Distributor on RNFI’s technology platform and shall initiate a process to terminate the Super Distributor / Partner / Distributor’s relationship under this Agreement. Super Distributor / Partner / Distributor shall have no claim against RNFI in this regard.
  • c) The Super Distributor / Partner / Distributor agrees to bear all costs and expenses associated with acquiring and providing all requisite documents, including without limitation, to his/her police verification certificate, if required by RNFI.
  • d) That in case there is any false information rendered or concealment of material fact by the Super Distributor/Distributor/Partner which could have a bearing on the decision of RNFI to select a party as a Super Distributor/Distributor/Partner, RNFI would have the sole right to terminate the instant Agreement and to take any additional legal action as the situation demands. The RNFI retains the sole right of forfeiting the E-value in case of such fraudulent acts on part of the Super Distributor, Distributor and/or Partner.
• 7.33. Covenants of the Super Distributor / Partner / Distributor: The Super Distributor / Partner / Distributor shall remain responsible for all CSP’s appointed by them from time to time. The Super Distributor / Partner / Distributor shall undertake such due diligence as may be reasonably required on such CSP’s prior to their appointment. The Super Distributor / Partner / Distributor shall ensure that no liability or obligation is cast on RNFI, as a consequence of the arrangement that it may execute with various CSP’s. It is however clarified that the contract between the CSP’s and the Super Distributor / Partner / Distributor shall be an arrangement to which RNFI shall not be a party and shall not be bound by that contract. RNFI shall only be obliged to perform the obligations under this Agreement and shall only look upon the Super Distributor / Partner / Distributor to perform the terms and conditions of this Agreement. In the event of any responsibility being caused on /cast upon, pursuant to the provisions of this Agreement on the CSP, the same shall be deemed to be a responsibility of the Super Distributor / Partner / Distributor and it shall be the duty of the Super Distributor / Partner / Distributor to ensure compliance with the same and to incorporate the same in the contract between them and the CSPs. In the event of any breach of the terms and conditions of this Agreement by reason of any act or omission of any CSP, it shall be deemed that the same has been breached by the respective Super Distributor / Partner / Distributor.

8. ADVANCEMENT OF E-VALUE BY RNFI

• 8.1. The Parties hereby agree that the following procedure for advancement of e-value by RNFI to the Super Distributor / Partner / Distributor shall be adopted for the provision of Agent Portal Services:
  • a) The Super Distributor / Partner / Distributor shall make a deposit/transfer into the bank account of RNFI of an amount for the purposes of e-value required to render the services.
  • b) The Super Distributor / Partner / Distributor shall, immediately after making the deposit/transfer as per clause (a) above, inform RNFI through any of the channels made provided by RNFI such as a mobile application, e-mail or Web Application and in the prescribed format along with setting out the details of the deposit/transfer made.
  • c) Based on the information received by RNFI from the Super Distributor / Partner / Distributor as mentioned above, and after receiving funds in RNFI Bank account, RNFI shall forthwith provide, e-value to the Super Distributor / Partner / Distributor’s e-ledger, E value shall be equivalent to amount received in the bank account of RNFI.
  • d) If so, required by RNFI, as soon as possible but within the same day, the Super Distributor / Partner / Distributor shall send a legible scan copy of the deposit/transfer slip/details to the RNFI’s email id at: support@rnfi.in
• 8.2. RNFI shall reconcile its bank statement and the details of deposit/transfer provided by the Super Distributor / Partner / Distributor in terms as agreed herein this agreement.
• 8.3. In case of any discrepancy, in term of e-value provided and bank transfer/deposit received by RNFI, RNFI shall intimate/inform to the Super Distributor / Partner / Distributor’s regarding the discrepancy as mentioned in clause 8.4.
• 8.4. In case of any excess credit of e-value is made to the Super Distributor / Partner / Distributor’s account by RNFI, RNFI shall have the right to recover the said excess e-value from the Super Distributor / Partner / Distributor in one of the following ways:
  • a) The Super Distributor / Partner / Distributor may deposit into the bank account of RNFI, the amount equivalent to excess e-value credited into the Super Distributor / Partner / Distributor’s account within 12 (twelve) hours of receiving the intimation from RNFI in this regard and the Super Distributor / Partner / Distributor shall send a legible scan copy of the deposit slip to the RNFI email id at support@rnfi.in
  • b) RNFI may adjust the said excess e-value in the next cycle of advancement of e-value to the Super Distributor / Partner / Distributor (in case of e-value not available in e-ledger)
  • c) RNFI may recover the said excess e-value available in the e-ledger the Super Distributor / Partner / Distributor.
• 8.5. RNFI will provide e-value to the Super Distributor / Partner / Distributor’s e-ledger on the receipt of the funds to the bank account of RNFI within one Business Day of such receipt clearance. The Super Distributor / Partner / Distributor is required to provide the supporting documents for such deposits/transfer followed with request for transfers of e-value to the relevant e-ledger. The Super Distributor / Partner / Distributor agrees and understands that if any funds which gets transferred/deposited to RNFI’s Bank accounts by Super Distributor / Partner / Distributor for e-ledger loading is not submitted for transfers of e-value within 7 calendar days from the date of transfer/deposit made, then such amounts may be forfeited by the RNFI upon expiry of the above 7 (Seven) calendar days and the Super Distributor / Partner / Distributor further agrees and undertakes not to raise any claim with RNFI at any point in time thereafter for the forfeit amount.
• 8.6. RNFI may assign limits to the Super Distributors / Partners / Distributors e-ledger from time to time as and when required at sole discretion of the RNFI.
• 8.7. The Super Distributor / Partner / Distributor represents and warrants that RNFI has a sole right to debit or credit the e-value from the e-ledger of the Super Distributor / Partner / Distributor.
• 8.8. The Super Distributor / Partner / Distributor represents and warrants that in exceptional case(s) or due to technical glitch or due to any other reason/error, if e-ledger of Super Distributor / Partner / Distributor gets credited twice or more than the required/requested/expected amount, then RNFI reserves its sole right to:
  • a) reverses that particular transaction by debiting the e-value from e-ledger of Super Distributor / Partner / Distributor and/or
  • b) make/mark a lien on amount that has been credited in excess and/or
  • c) make the e-ledger balance negative, for cases where the excess credited amount has been utilized by the Super Distributor / Partner / Distributor, and/or
  • d) any other legal right as available under law without limitation to recovery of money through a judicial proceeding.
• 8.9. The Super Distributor / Partner / Distributor represents and warrants that the funds deposited/transferred into the bank account of RNFI for the purposes of advancement of e-value herein must not be illegally obtained funds including incidents of fraud, suspicious transaction or any criminally derived cash or funds gained from any anti-social, unlawful proceeds, money laundering, proceeds of crime, drug money or speculative activities. The Super Distributor / Partner / Distributor agrees and acknowledges that the funds deposited/transferred by the Super Distributor / Partner / Distributor into the bank accounts of RNFI shall at all times be the responsibility of the Super Distributor / Partner / Distributor and RNFI shall have no liability in any manner whatsoever, in this regard.
• 8.10. The Super Distributor / Partner / Distributor agrees that it shall not attempt to disguise the source of any illegally-obtained funds or use RNFI as a conduit for money laundering or other illicit purposes. The Super Distributor / Partner / Distributor further represents and warrants that no such attempt of the sort described in this Clause has been made prior to the date of this Agreement. If Super Distributor / Partner / Distributor is found to be in contravention for the debited/credited funds/working capital/amounts associated with their respective e-ledger, which is against the interest on the company or general public, then RNFI reserves its sole right to forfeit/block/hold such e-value/funds/working capital/amounts, also RNFI may intimate the regulatory body or authority if required.
• 8.11. In addition to the indemnity provisions as provided under this Agreement, the Super Distributor / Partner / Distributor agrees to indemnify and hold harmless RNFI for all losses, costs, claims or damages arising from or relating to breach of the above-mentioned representations and warranties contained herein.

9. THIRD PARTY INVOLVEMENT

• 9.1. The Super Distributor / Partner / Distributor, acknowledges that RNFI avails services from and has direct and/or indirect relationships with various third parties such as Banks, partners, the device suppliers, other entities and that RNFI is inter alia dependent on them for rendering the Services in the manner contemplated in this Agreement. The Super Distributor / Partner / Distributor agrees and understands that any defect, delay, default, technical glitch or other factors which are disruptive on the part of such third parties may result in the Services not being rendered by RNFI in the manner contemplated in this Agreement and the Super Distributor / Partner / Distributor agrees that RNFI shall not be held responsible for any loss, liability or claim that the Super Distributor / Partner / Distributor (or the CSP’s on-boarded by the Super Distributor / Partner / Distributor) may suffer on account of the same.

10. TRAINING & SUPPORT

• 10.1. Super Distributor / Partner / Distributor, shall provide reasonable support/access to Agents Portal as per requirements.
• 10.2. Super Distributor / Partner / Distributor, shall provide training to its CSP’s along with the personnel identified by CSP’s, as required.
• 10.3. Super Distributor / Partner / Distributor, shall update CSP’s on the regular upgradations.
• 10.4. Super Distributor / Partner / Distributor shall be solely responsible for the loss to the CSP or the customer due to lack of training and support to handle or navigate through the Agents Portal. RNFI shall in no circumstances be liable for any loss or damages to the CSP on this account whatsoever.

11. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other Party that as on the Effective Date:

• 11.1. It has been validly incorporated under the Companies Act, 1956 or the Companies Act, 2013, as applicable.
• 11.2. It has the power and authority to execute and deliver this Agreement.
• 11.3. Parties shall maintain high professional standards to ensure a good reputation within the banking and financial industry;
• 11.4. The Super Distributor/ Distributor/Partner shall comply with the provisions of all the Applicable Laws, concerning or in relation to rendering of Services by the CSPs as envisaged under this Agreement;
• 11.5. Super Distributor / Partner / Distributor shall be solely responsible for compliance of applicable labor laws in respect of its employees, agents and representatives and in particular laws relating to terminal benefits such as Pension, Gratuity, Provident Fund, Bonus or other benefits to which its employees, agents and representatives may be entitled and the RNFI shall have no liability in this regard. In no circumstances the Super Distributor/Distributor/Partner or the CSPs ought to be considered to be the employees of RNFI.
• 11.6. The Super Distributor / Partner / Distributor shall not act or behave in any manner that will bring disrepute to RNFI or Bank or any other third party.
• 11.7. Report any instance of suspected malpractice observed by the Super Distributor / Partner / Distributor or by the representative at the time of verification of documents provided by the customer/CSP.
• 11.8. The Super Distributor / Partner / Distributor shall facilitate to redress Customer grievance as per Customer Grievance Redressal Mechanism prescribed by RNFI from time to time.
• 11.9. Parties are competent to enter into this Agreement with each other and the Services provided here under is not against any law, rule, code, contract with any third party or entity or any rights of any third person, including, without limitation, rights of patents, trade secrets, trademark or copyright;
• 11.10. All authorizations and all other applicable governmental entity, statutory, regulatory or other consents, licenses, waivers or exemptions required to empower it to enter into and perform its obligations under this Agreement have been obtained and the same are valid and in force.
• 11.11. There is no claim, action, suit, legal, quasi-legal, administrative, arbitration, mediation, conciliation or other proceeding or governmental investigation of any nature pending or threatened against it, nor has it received any notice in respect of any of the foregoing matters, nor does it have any knowledge in respect of any such matters, which may impair a Party from undertaking its obligations or a Party from enforcing its rights under this Agreement.
• 11.12. Neither the execution and delivery by it of this Agreement nor the performance by it of any of the terms of this Agreement (including the consummation of the transactions contemplated hereby), in each case, with or without the giving of notice or lapse of time, or both, will directly or indirectly:
  • a) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of acceleration, termination, cancellation, imposition of additional obligations or loss of rights) under, any of the terms, conditions or provisions of any contract or any approval including from governmental entity, which has the effect of adversely impacting the rights and/or obligations of a Party;
  • b) violate or contravene any order, determination, directive, writ, judgment, injunction, decree, Law, statute, ordinance, permit, rule or regulation of any governmental entity applicable to it.

12. CHARGES, FEES, AND COMMISSIONS

• 12.1. Charges, Fee, commission for the Services provided by RNFI under this Agreement shall be as per Annexure 2.
• 12.2. On or before the Effective Date, the Super Distributor / Partner / Distributor has to pay to RNFI one-time, non-refundable activation/registration fee in the manner and of the amount as specified by RNFI to the Super Distributor / Partner / Distributor in this regard.
• 12.3. Notwithstanding anything as set out herein or anywhere in this Agreement, RNFI shall periodically review the charges/fees/commission as payable/receivable to the Super Distributors / Partners / Distributors, subject to the scope of services under this agreement. Any changes and/or amendments to the charges/ fees/commission payable/receivable to the Super Distributors / Partners / Distributors post such review shall be updated on the agent’s portal from time to time and shall become binding on both the Parties.
• 12.4. Nothing contained herein shall prevent RNFI from deducting applicable taxes / GST/TDS etc as applicable under any law or regulation.
• 12.5. If, within 12 months of Effective Date, the Super Distributor / Partner / Distributor terminates the Agreement for any reason whatsoever, a sum of Rs. 1,00,000/- (INR. One Lac) as a genuine pre-estimate of damages will be levied to compensate for RNFI’s upfront investments in training the Super Distributor / Partner / Distributor regarding the usage and operation of transactions through RNFI Payment Platform.
• 12.6. The Super Distributor / Partner / Distributor ensures that he/she will not breach any provisions of the Agreement and if a breach occurs then the following remedies shall be available with RNFI, namely: RNFI may suspend the Super Distributor / Partner / Distributor’s account at its option; and/or
  • a) The estimated costs of loss/damage as a consequence of such breach shall be charged to the Super Distributor / Partner / Distributor. These could include loss of revenue from
    • i. denial of service to end customers;
    • ii. strike or assistance provided in a strike against RNFI;
    • iii. Fraud by the Super Distributor / Partner / Distributor or its employees or staff or CSP within Super Distributor / Partner / Distributor’s Network;
    • iv. losses associated with overcharging the end customers by the Super Distributor / Partner / Distributor or by the CSP within Super Distributor / Partner / Distributor’s Network;
    • v. any other loss incurred by RNFI on account of breach of the Agreement and/or any other operational instructions of RNFI by Super Distributor / Partner / Distributor or on account of violation of any applicable laws by the Super Distributor / Partner / Distributor in provision of the Services.
  • b) The minimum penalty of Rs. 5000/- (INR. Five Thousand) or actual loss whichever is higher shall become immediately payable by the Super Distributor / Partner / Distributor for each breach, in addition to any other rights or remedies that it may have under law or equity.

13. Super Distributors / Partners / Distributors Behaviors, Processes and Operations

• 13.1. The Super Distributor / Partner / Distributor acknowledge and understands that the Agent Portal Services to end customers are fairly important arising out of his/ her relationship with RNFI under the Agreement. Hence, the Super Distributor / Partner / Distributor shall ensure that it as well its CSP’s agrees that:
  • a) He/she will not deny any end customer for Services during the CSP’s shop hours. If a service is unavailable, the Super Distributor / Partner / Distributor should guide the end customers to another nearby CSP’s authorized by RNFI to carry out the services for the customer’s;
  • b) He/she shall always be polite and attend to the current and prospective end customers in the most acceptable civilized manner and will patiently resolve any questions of end customers may have regarding the services;
  • c) It’s hours of shop operation will be displayed in the plain sight and at unobstructed view of end customers and prospective end customers or as specified by RNFI from time to time;
  • d) He/she shall adhere to the processes as mentioned in the tutorials/videos/ manuals on the RNFI’s platform or on the open domain regarding the services under this agreement. Any deviation shall be presumption of fraud on the part of Super Distributor / Partner / Distributor and RNFI shall be kept indemnified in this regard.
  • e) He/she (CSP’s) shall count the cash provided by the customer for availing/provisioning of the Services, verify the amount and also check for any fake or counterfeit currency notes. In case of any identification of any forged notes, the Super Distributor / Partner / Distributor shall inform and handover the forged notes back to the customer and request the customer to deposit the cash for shortfall or alter the deposit amount request. Additionally, the CSP shall maintain a record of the details of such customers in the possession of such forged notes in a register.
  • f) The Super Distributor / Partner / Distributor shall prepare a statement, at the end of every month with the details of the forged notes detected at its location during the month and forward the same to RNFI. The Super Distributor / Partner / Distributor shall keep RNFI indemnified in this regard.
  • g) He/she (CSP’s) shall charge fees from the customers of the amount and in the manner as prescribed by RNFI or regulatory body or as printed on the receipt/acknowledgment generated from the Agent Portal Services and shall not engage in any activity of overcharging the end customers.
  • h) He/she (CSP’s) shall immediately send a written intimation to RNFI in case of loss of any of his/her (CSP’s) mobile numbers that are registered with RNFI or that of employee or personnel of Super Distributor / Partner / Distributor / CSP or loss of any authentication token/voucher received from RNFI.
  • i) He/she (CSP’s) shall be helpful and courteous towards the end customers, provide receipts and acknowledgements to the end customers forthwith as per the instructions of RNFI or regulatory body and shall not deviate from any instructions in any manner whatsoever with respect to KYC and customer service requirements as may be required by RNFI from time to time. Any deviation shall be presumption of fraud on the part of Super Distributor / Partner / Distributor and RNFI shall be kept indemnified in this regard.
• 13.2. Proper Servicing to End Customers: When the customer accesses the CSP’s of these respective Super Distributor / Partner / Distributor for the purposes of the availing services through RNFI Payment Platform, the Super Distributor / Partner / Distributor should ensure that its CSP’s are aware that they are required to:
  • a) Make the customer read or convey in vernacular the “Payment Platform Terms & Conditions” in relation to the Services demanded by the customer;
  • b) Facilitate and immediately provide the information to be exchanged between the customer and RNFI;
  • c) Collect and verify customers documents in the manner as notified by RNFI from time to time, if any;
  • d) Verify the end customer’s photograph in the identification document against the individual present, if any;
  • e) Ensure that the end customer information on the identification form matches the information in the collected end customer documents, if any;
  • f) Ensure that the name and mobile number of the end customer are captured correctly;
  • g) Verify and enter the correct account details and the accurate amount to be transferred to the beneficiary account using the RNFI Payment Platform;
  • h) Properly maintain and safely store collected forms and documents until submission to RNFI or its representative, if any;
  • i) To maintain proper records in the transaction register. For transactions, the CSP’s will first require the end customer to make an entry in the transaction register, and then the CSP’s will carry out the transaction electronically by first registering the end customer and then enter the detail of transactions in the “transaction register”, so as to avoid any mistake in transaction or misunderstanding with the end customer. The CSP’s shall ensure that details of the customer (including beneficiaries) of the transaction are also duly recorded.
  • j) On completion of the customer transaction using the Agent Portal, accordingly, Issue receipts/ acknowledgement to the Customers (in case of conducting financial transactions as a business correspondent of banks).
• 13.3. Shop/outlet Requirement: The Super Distributor / Partner / Distributor’s shall ensure that plain sight and unobstructed view of Shop board for Identification, publicity/promotional material, fraud/complaint grievance mechanism, pricing, do’s and don’ts and fulfill the regulatory requirement, shall be displayed at the CSP’s location and the same to be ensured by of the end customers and prospective customers so that the customers are aware of the following:
  • a) how to identify a genuine CSP’s;
  • b) how to identify that a genuine transaction is being delivered to him/her for any transaction;
  • c) the scheduled charges for various transactions, and for the particular transaction that the customer conducted at the relevant time;
  • d) that the customer must wait for receiving the Transaction ID/confirmation/acknowledgement over SMS, if any, through the RNFI’s platform before leaving the CSP’s location;
• 13.4. Audit Rights of RNFI:
  • a) RNFI reserves the rights to supervise the Super Distributor / Partner / Distributor in all matters relating to the Services and conditions specified in this Agreement.
  • b) RNFI or its representative, and or its authorized representatives, shall have the unilateral and absolute right, during the Term and the Retention Period, to inspect, scrutinize and audit the Super Distributor / Partner / Distributor’s books and records and any materials related to the Agreement or elsewhere expressly indicated as auditable under the Agreement. The Super Distributor / Partner / Distributor agrees to reasonably cooperate in any audit or inspection of such records that RNFI or its representative may undertake. For the purpose of audit, the Super Distributor / Partner / Distributor agrees to:
    • i. Make its books and records, as well as external audit opinions, external audit letters, external audit statements, and external audit reports relating to the Super Distributor / Partner / Distributor’s provision of the Services, available for inspection by RNFI or its representative and or its authorized representatives, who will have the right to make copies on the Super Distributor / Partner / Distributor’s premises or by taking any of these materials to an off-site location; and
    • ii. In connection with the audit, give RNFI or its representative full access to the Super Distributor / Partner / Distributor’s family members, officers, employees and other representatives, including, without limitation, attorneys and accountants; and
    • iii. Provide, without charge, access (physical and electronic), to office space, furniture, telephone, and electric service as necessary for RNFI or its representative to conduct the inspection and audit.
    • iv. Permit RNFI’s audit team (own or hired) to have unrestricted access to all the Documents whether maintained electronically or otherwise by the Super Distributor / Partner / Distributor and or its CSP’s and shall also entitle RNFI to call for explanations relating to the same from them or their CSP’s and/or its employees.
    • v. Agree that RNFI may share the relevant audit observations with its statutory Auditors, any internal audit committee of the RNFI or any other Governmental/ Statutory/ Judicial/ Quasi-Judicial body.
  • c) In the event the audit findings reveal that the Super Distributor / Partner / Distributor and or its CSP’s have overcharged RNFI or the end Customer of RNFI or made misrepresentations, indulged in unethical practices, fraud or has in any way breached any terms or conditions as per the covenants of the signed agreement, RNFI shall, in such cases, have all or any of the following rights against the Super Distributor / Partner / Distributor, in addition to any other right available to it under Applicable Law:
    • i. To recover the overcharged amount;
    • ii. To suspend/stop all the outstanding/future payments to the Super Distributor / Partner / Distributor;
    • iii. To terminate this Agreement forthwith, without any notice to the Super Distributor / Partner / Distributor.
    • iv. To levy penalties to the Super Distributor / Partner / Distributor in accordance to its internal policies.
• 13.5. Prohibited activities Super Distributors / Partners / Distributors
  • a) Prohibitions to the Super Distributor / Partner / Distributor: The Super Distributor / Partner / Distributor shall ensure that its CSP’s will neither allow nor entertain requests for transfer of money and /or any transaction through the use of Agent Portal for the following:
    • i. any form of drugs; and / or
    • ii. arms; and / or
    • iii. terrorist activities; and / or
    • iv. money laundering; and / or
    • v. counterfeiting; and / or
    • vi. cross border transactions; and / or
    • vii. where the purpose of transfer is for illegal activities; and / or
    • viii. any article/object/material prohibited by RNFI or Government of India.
    And the Super Distributor / Partner / Distributor shall train its CSP’s to promptly bring to the notice of RNFI any such requests or suspicious activity by customers immediately.
  • b) In addition, the Super Distributor / Partner / Distributor will not, and shall ensure that none of its CSP’s’ within their network, engage in any of the following activities:
    • i. Circumvention of the recommended transaction process;
    • ii. Overcharging end customers being other than the charges as notified by RNFI or regulatory body;
    • iii. Any overcharging from the end customers in relation to the transactions shall be deemed to be breach of this Agreement;
    • iv. Breaking a single transaction into multiple transactions with a view to earn more commission by having more transactions;
    • v. Indulging in financial transactions resulting in round-tripping of funds;
    • vi. make any transaction through the use of the RNFI’s Payment Platform for a customer without its consent and/or instructions;
    • vii. Selling customer information (including contact information) to third parties;
    • viii. Making any additional copies (digital or physical) of any customers form or documents or KYC proofs or photographs or devices whether used or unused; and
    • ix. Prohibit/restrict an end customer to transfer or transact the prescribed permitted transaction limit.
  • c) Super Distributor / Partner / Distributor undertakes that it shall not ensure a fixed return or offer any illegal payments to any of the proposed or existing CSP’s with the intention to entice them for providing Agent Portal Services.
• 13.6. Costs to the Super Distributor / Partner / Distributor
  • a) The Super Distributor / Partner / Distributor shall bear all costs associated with his/her or each of its CSP’s in processing of an end customer transaction, which include but not limited to:
    • i. All costs associated with any risks where cash is lost or stolen while at the Super Distributor / Partner / Distributor’s location or location of its CSP’s;
    • ii. All costs associated with carrying out a transaction with details different from those provided by the end customer, including but not limited to accidentally disbursing more cash than is due to an end customer, or depositing more money in an end customer’s account than actual cash received, or wrongly depositing money into a different account than intended;
    • iii. All costs associated with the risk of accepting counterfeit currency;
    • iv. Telecom expenses including internet charges for the transaction;
    • v. Cost of any device(s), including but not limited to mobile phone from time to time.
• 13.7. Super Distributor / Partner / Distributor undertakes and on behalf of its CSP’s, that it/they shall not promise, authorize or make any payment to, or otherwise contribute any item of value to, directly or indirectly, any person, in violation of any applicable anti-bribery or anti-corruption laws during the course of rendering Services under this Agreement. Super Distributor / Partner / Distributor further covenants and undertakes that it shall cease and remediate all activities undertaken in violation of any applicable anti-bribery or anti-corruption laws. Super Distributor / Partner / Distributor further covenants and undertakes that it shall maintain systems of internal controls to ensure compliance with all and any applicable anti-bribery or anti-corruption laws.
• 13.8. If at any time the Super Distributor / Partner / Distributor and/or its CSP’s procures a one-time password (OTP) for processing a customer transaction for and on behalf of the customer, the Super Distributor / Partner / Distributor and/or its CSP’s shall be solely responsible to pay money equivalent to such transaction value to the customer and RNFI shall not be liable to the customer for the same in any manner whatsoever. If, however a claim is made by the customer in this regard against RNFI or any of its affiliates, employees, directors or shareholders, the Super Distributor / Partner / Distributor shall indemnify and hold RNFI and such persons harmless for all of any of such claims, whether occurring at once or from time to time.
• 13.9. The Super Distributor / Partner / Distributor hereby agrees and undertakes that during the term of this Agreement, the Super Distributor / Partner / Distributor shall have and maintain the infrastructural facilities and such additional facilities as may be required by RNFI from time to time, which are necessarily required for efficient and effective provision of the Services such as:
  • a) one laptop / desktop/Mobile device;
  • b) Shop/outlet;
  • c) Internet connection etc.
• 13.10. Notwithstanding anything contained in this Agreement, if the Super Distributor / Partner / Distributor violates any of the provisions of this Agreement:
  • a) Appropriate criminal and civil proceedings shall be initiated against the Super Distributor / Partner / Distributor, including without limitation, institution of FIR under relevant sections as applicable under Indian Penal Code and/or any other relevant law;
  • b) RNFI may levy a penalty in addition to what is mentioned in the Agreement; and
  • c) The Super Distributor / Partner / Distributor will be liable to indemnify RNFI and end customers as per agreed clauses of this agreement.
• 13.11. It is hereby stated that RNFI has entrusted the Super Distributor / Partner / Distributor with utmost good faith to act as per the provisions of this Agreement and violation of the same shall invite various penal prosecutions under Indian Penal Code and other laws for the time being in force.

14. INTELLECTUAL PROPERTY RIGHTS AND BRAND REPUTATION

• 14.1. Save and except the Payment Processing Platform, no Party can use the other Party’s intellectual property including, design, name, brand name, trademark, logo or copyright marks for any purpose whatsoever without the other Party’s specific written approval. Super Distributor / Partner / Distributor agrees that it shall not use the logo, trademark, copy rights or other Intellectual Property Rights of RNFI in any advertisement or publicity materials or any other written communication with any other party, without the prior written consent of RNFI.
• 14.2. All trademarks, trade names, copyrights, patent, designs technical know-how in relation to the Services including all IT Applications, brochures, signs, advertisements, exhibition equipment, logos, slogans, standard operating procedures, process manuals, training material and other sales and marketing materials and any related literature supplied by RNFI shall remain RNFI’s property and Super Distributor / Partner / Distributor acknowledges that he shall not, either during the continuance of this Agreement or thereafter, have or claim any right or property therein or register or cause to be registered in any part of the world any patent, trademark, trade name, copyright, design or registered design deceptively similar to, or any imitation of, such patent, trademark, trade name, copyright, design or registered design either in India or any other part of the world.
• 14.3. Super Distributor / Partner / Distributor shall notify RNFI of any infringement or apparent or threatened infringement, and of any actions, claims or demands within its knowledge in relation to any of the patents, trademarks, trade names, copyrights, designs or registered designs owned or used by RNFI in connection with the Services. Provided that RNFI has the exclusive right to determine whether any actions shall be taken on account of such infringement, claim or action. Super Distributor / Partner / Distributor shall not take any action on account of any such infringement, claim or action without the prior written consent of RNFI. Super Distributor / Partner / Distributor shall, render to RNFI all such assistance as RNFI may reasonably require in connection therewith.
• 14.4. Super Distributor / Partner / Distributor shall not at any time do or cause to be done any act or thing directly or indirectly which in any way impairs or tends to impair any part of RNFI’s right, title or interest in any of the RNFI’s intellectual property rights. Super Distributor / Partner / Distributor will not permit any act or thing to be done whereby any of the intellectual property rights may be endangered. If Super Distributor / Partner / Distributor does contest any of the intellectual property rights, RNFI shall be free to terminate this Agreement forthwith by a written notice to that effect.
• 14.5. Super Distributor / Partner / Distributor acknowledges that the protection and development of the RNFI brand and reputation is of key importance to Super Distributor / Partner / Distributor and RNFI. Therefore, Super Distributor / Partner / Distributor agrees to:
  • a) promptly inform RNFI about any written complaints received about Super Distributor / Partner / Distributor’s business activities from any interested party whatsoever,
  • b) provide, without request, RNFI with copies of the written complaints, articles, legal papers, etc. and
  • c) keep RNFI informed about the progress of any such complaints.
• 14.6. The Super Distributor / Partner / Distributor shall use the trademarks of RNFI only in collaterals, communications and display and shall not use the trademarks and other intellectual property rights of RNFI for any business venture, marketing activity and promotional activity, except with the prior written approval of RNFI.
• 14.7. Super Distributor / Partner / Distributor will represent brands of RNFI. Therefore, Super Distributor / Partner / Distributor will take ownership for its actions related to RNFI’s brands. In case of any defamation or brand-loss caused by negligence or improper action of Super Distributor / Partner / Distributor or their CSP’s, RNFI may, without prejudice to other legal remedies, choose to unilaterally terminate the relationship with Super Distributor / Partner / Distributor and charge a liquidated damage to Super Distributor / Partner / Distributor as under:
  • a) Liquidated damages for fraud related losses: INR 1,00,00,000/-
  • b) Liquidated damage for defamation or brand loss: INR 1,00,00,000/-
  The parties agree that the said Liquidated Damages are by way of genuine pre estimate of damages and not by way of penalty.
• 14.8. The Super Distributor / Partner / Distributor shall not, either during the Term or any time after the expiration or termination thereof for any reason, object to or interfere in any way with the ownership, registration or use of Intellectual Property by RNFI, either in the Territory or in any other country or region of the world.

15. CONFIDENTIALITY

• 15.1. The Parties shall maintain confidentiality of all Confidential Information during the term of this Agreement and for a period of Two (2) Years thereafter.
• 15.2. The Parties undertake:
  • a) not to use the other Party’s Confidential Information except solely for the purposes contemplated in this Agreement;
  • b) to protect such Confidential Information, whether in storage or in use, with the same degree of care as the Party normally uses to protect its own Confidential Information against public disclosure, but in no case with any less degree than reasonable care;
  • c) not to disclose Confidential Information to any of the Party’s personnel other than those for whom such knowledge is essential for the purposes contemplated in this Agreement, and such disclosure to them shall be made only on conditions of strict confidentiality as has been contemplated under this Agreement.
• 15.3. Under no circumstances the Super Distributor / Partner / Distributor or its CSP’s will share, hand over or copy any end customer information, forms or documents, registers or transaction history with any party, except if demanded by any law enforcement and competent government body, for which they are required to keep RNFI intimated on the same.
• 15.4. Any and all end customer information, details, data, applications, systems, software’s, business/customer information, forms or documents, registers or transaction history is the intellectual property of RNFI and shall be kept confidential by the Super Distributor / Partner / Distributor, if applicable.
• 15.5. The Super Distributor / Partner / Distributor acknowledges and agrees that the names and addresses of customers constitute trade secrets of RNFI and that any sale or unauthorized use or disclosure of any of RNFI’s trade secrets obtained by the Super Distributor / Partner / Distributor during its relationship or for a restriction period of Two (2) Years thereafter, with RNFI constitutes unfair competition. The Super Distributor / Partner / Distributor promises and agrees not to engage in any unfair competition with RNFI.
• 15.6. “Restriction Period” shall mean and refer to some agreed restrictions by the Super Distributors / Partners / Distributors on its activities during and after the tenure of the Agreement, necessary to protect the goodwill and other legitimate interests of RNFI. Unless otherwise agreed by RNFI at its sole discretion, the Super Distributor / Partner / Distributor agrees not to:
  • a) undertake or provide any services or products which is in competition with RNFI during the term of this Distributor Agreement; or
  • b) engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of RNFI, within the Territory, during the existence of the Agreement and for a period of one year thereafter. During the tenure of the Agreement and for a period of one year thereafter (the “Restriction Period”), the Super Distributor / Partner / Distributor undertakes not to compete, directly or indirectly, with RNFI in the Territory. For purposes of this provision, the business of RNFI shall include all products and services offered by RNFI from time to time in any manner. The Super Distributor / Partner / Distributor acknowledges and agrees that the terms and conditions of the restriction period are fair and reasonable in all the circumstances and shall survive the termination of this Agreement. The Super Distributor / Partner / Distributor agrees and undertakes that whether on its own account, or for any person, for the Term of the Agreement and twelve months thereafter, it shall not solicit or entice, or endeavor to solicit or entice, any retailer/officers, employees customers of RNFI or the CSP’s with whom the Super Distributor / Partner / Distributor have /had dealings during its tenure of the Agreement, whether or not that person would commit a breach of any contract by reason of ceasing to the Services or provide Services to RNFI.
• 15.7. The Super Distributor / Partner / Distributor shall ensure that the access to the information about the customers to the employees or personnel of Super Distributor / Partner / Distributor shall be done strictly on a need-to-know basis and shall be limited to those areas where disclosure is necessary for the performance of the Services under this Agreement.
• 15.8. The Super Distributor / Partner / Distributor ensure that its CSP’s and their respective employees and personnel employed, shall not, misuse directly or indirectly, or commercially exploit any confidential information of RNFI for economic or other benefit.
• 15.9. The Super Distributor / Partner / Distributor shall notify RNFI, immediately, on any breach of security or leakage of confidential customer related information. In such an event the Super Distributor / Partner / Distributor shall be liable for damages.
• 15.10. The provisions of Confidentiality Obligations shall survive the termination of the Agreement.
• 15.11. In case of breach by the Super Distributor/Distributor/Partner of this clause in any form whatsoever, they would compensate RNFI for an amount of Rs. INR 1,00,00,000/- upfront and any liability that may fall on the RNFI by any third party would be compensated by the said Distributor/Super Distributor/Partner to RNFI.

The parties agree that the charges are by way of genuine pre estimate of damages.

16. INDEMNITY & LIMITATION OF LIABILITY

• 16.1. Super Distributor / Partner / Distributor agrees to indemnify and hold harmless the RNFI from and against any and all losses, liabilities, claims, damages, demands, suits, actions, proceedings, costs and expenses, taxes, reasonable legal fees in connection therewith, in respect of a material default by Super Distributor / Partner / Distributor of its material obligations under this Agreement.
• 16.2. Notwithstanding anything stated in this Agreement or in any other document:
  • a) It is hereby clarified that Super Distributor / Partner / Distributor shall be liable for Chargebacks, Indemnity, willful misconduct, fraud or gross negligence on account of the CSP’s recommended by them.
  • b) RNFI shall not be liable to the Super Distributor / Partner / Distributor for any direct, indirect, special, incidental, or consequential damages under any form or theory of action whatsoever, whether in contract, tort, negligence, strict liability, equity or otherwise, including, without limitation, lost profits, overheads, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if advised of the possibility thereof.
• 16.3. The Super Distributor / Partner / Distributor, shall also indemnify RNFI for any charges, claims, liabilities and costs which are raised by any third party against RNFI in connection to the service offered to the Super Distributor / Partner / Distributor and their CSP’s.
• 16.4. The Super Distributor / Partner / Distributor agrees to indemnify, defend and hold harmless RNFI on the occurrence of any data compromise event(s) and/ or other data security issues (including, without limitation, cyber security incidents and breaches).
• 16.5. Super Distributor / Partner / Distributor indemnify and hold harmless the RNFI and/or their officers, employees, representatives, contractors, assignees, and/or designees from any and all liability, actions, claims, demands, or suits, and all related costs, attorney fees, and expenses arising out of, or resulting from any acts or omissions of the Super Distributor / Partner / Distributor indemnify or its agents, employees, subcontractors, in the execution or performance of services under the agreement.
• 16.6. The Super Distributor / Partner / Distributor hereby agrees to indemnify and keep harmless RNFI, its directors, shareholders for all losses, liabilities, penalties, settlements, damages and expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses in connection with any action, suit or proceeding involving a third party claim or a claim solely between the parties hereto, and any loss of profits), irrespective of whether any of the foregoing is payable in cash, kind or liable to be suffered through deductions, withholding or set off arising from:
  • a) any breach of the terms of this Agreement;
  • b) non-compliance of applicable laws by the Super Distributor / Partner / Distributor;
  • c) breach of any representations and warranties given by the Super Distributor / Partner / Distributor under this Agreement; and
  • d) deficiency in Services provided to any end customer by the Super Distributor / Partner / Distributor and/or their CSP.
  • e) Any other liability arising due to the Super Distributor / Partner / Distributor or their CSP(s).

17.VALIDITY, TERMINATION & EFFECT OF TERMINATION

• 17.1. This Agreement supersedes all prior or contemporaneous negotiations, commitments, agreements (written or oral) and writings between the Company and Super Distributor / Partner / Distributor with respect to the subject matter hereof. All such other negotiations, commitments, agreements and writings will have no further force or effect, and the parties to any such other negotiation, commitment, agreement or writing will have no further rights or obligations thereunder. This Agreement shall become effective (the “Effective Date”) upon the date of execution hereof, as set forth above.
• 17.2. The Super Distributor / Partner / Distributor will continue to provide the Services in accordance with this Agreement till the effective date of termination.
• 17.3. This Agreement shall be valid from the date of executing this Agreement until it is terminated by parties.
• 17.4. Either Party shall have the right to terminate this Agreement with by intimating the other Party with a 30 days’ prior written notice, without being liable to assign any reason for the same. However, RNFI can terminate this Agreement with immediate effect, if:
  • a) In the event of any breach of any of the provisions of this Agreement by the Super Distributor / Partner / Distributor.
  • b) The Super Distributor / Partner / Distributor fails to perform any material obligations under this Agreement, and such failure continues un-remedied for a period of 15 days following receipt of a written notice of such failure, or,
  • c) the Super Distributor / Partner / Distributor has engaged in or participated in any fraud/suspicious financial transactions directly or through any other third party
  • d) the Super Distributor / Partner / Distributor refuses to register, or transact with any customer or prospective customer, unless directed by RNFI in writing to do so.
  • e) In the event that any of the data given to RNFI by the Super Distributor / Partner / Distributor is found to be false/fake;
  • f) In the event the Super Distributor / Partner / Distributor has misrepresented any information or the police/ background verification check of the Super Distributor / Partner / Distributor fails or turns out to be negative
  • g) If any receiver/liquidator is appointed in connection with the business of Super Distributor / Partner / Distributor or Super Distributor / Partner / Distributor transfers substantial assets in favor of its creditors or any orders / directions are issued by any authority / regulator which has the effect of suspension of the business of Super Distributor / Partner / Distributor.
  • h) If Super Distributor / Partner / Distributor in the reasonable opinion of RNFI is unable to pay its debts or discharge its liabilities in normal course of business;
  • i) If the Super Distributor/Distributor/Partner is involved in any crime relating to terrorism, Prevention of Money Laundering, Enforcement Directorate, Income Tax Evasion and any other financial crime pertaining to the business of RNFI;
  • j) If Super Distributor/Distributor/Partner has become legally disentitled to be engaged in any business or has been blacklisted by any government authority or has been found guilty of any financial fraud by any bank or any other authority
  • k) If Super Distributor/Distributor/Partner has been found guilty of cheating his creditors by any judicial forum including but not limited to Debts Recovery Tribunal, Debts Recovery Appellate Tribunal, Metropolitan Magistrates, Additional Sessions Judge or any other judicial authority
• 17.5. Upon termination of this Agreement for any reason, each Party shall immediately cease to use all of the other Party’s services and platforms in any form but not limited to trademarks or trade names of other Party and shall return to other Party all printed matters or any other material displaying trademark or trade name.
• 17.6. All sums due or accruing due or payable to RNFI from the Super Distributor / Partner / Distributor, shall become due and payable immediately. In such an event, any dues receivable or payable by either party shall be settled immediately within 15 days from the termination of the Agreement.
• 17.7. During the period in which this Agreement is in force and post termination of this Agreement, RNFI shall be free to offer its services to the CSPs of the Super Distributor / Partner / Distributor, and in this case no additional consideration will be required to be paid by RNFI to the Super Distributor / Partner / Distributor, also RNFI has a sole discretionary right to map the CSP(s) of Super Distributor / Partner / Distributor to other active Super Distributor / Partner / Distributor.
• 17.8. In addition to the above, Super Distributor / Partner / Distributor agree that they will not, after the termination of this Agreement, for any reason whatsoever use, re-use or disclose, either directly or indirectly to any person or other company any knowledge or information which Super Distributor / Partner / Distributor may have acquired during the course of or incidental to this Agreement from the RNFI which were provided under this Agreement concerning RNFI services, affairs of or properties of RNFI, its associates or subsidiary companies may be or may have been concerned or interested in.
• 17.9. On effective date of termination, the Super Distributor / Partner / Distributor shall:
  • a) Return to the end customer or CSP(s) any advance amount received from them.
  • b) Hand over to RNFI completed registration forms, registers and end customer documents;
  • c) all POSM (e.g. unused forms and kits, publicity materials, instruction booklets, etc.) either provided by RNFI or meant solely for RNFI business and remove all display material from the Super Distributor / Partner / Distributor’s location;
  • d) hand over to RNFI or its representative identification card/authorization letter/certificate/cash deposit cards provided by RNFI, if any;
  • e) hand over to RNFI or its representative all end customer lists, data, information and other intellectual property of RNFI that it possesses;
  • f) be personally responsible and liable for any actions undertaken by the Super Distributor / Partner / Distributor after the date of termination or prior to termination but which may have materialized after the date of termination or for which RNFI has not been informed by the Super Distributor / Partner / Distributor and RNFI shall be free of its obligations after the effective date of termination.
• 17.10. It is expressly agreed that any transaction in the nature of Reverse Transition Service by way of completion of Services after the termination of this Agreement but initiated prior to the termination of this Agreement shall not be construed to be and shall not be an extension of this Agreement.

18. NOTICES

• Notices referred to in this Agreement shall be in writing unless otherwise specified by this Agreement and shall be deemed to be properly given and served on the Party to whom such notice is to be given if sent either by fax, courier or email or other written communication mode to the Party. For the purposes of the Agreement, all notices shall be sent to RNFI at registered office, as first mentioned in this Agreement. For clarity of reference, the notices or any other communication ought to be sent to the parties at the following address:

C/o RNFI Services Limited.

K/A to: Legal officer

Address: UG-5, Relipay House, Plot No. 42 DLF Industrial Area Kirti Nagar, West Delhi, New Delhi - 110015

Email Id: support@rnfi.in

19. FORCE MAJEURE

• 19. FORCE MAJEURE
  • 19.1. RNFI shall not be liable to the Super Distributor / Partner / Distributor for failure to perform hereunder if, and to the extent, such failure results from a Force Majeure Event. Upon occurrence of a Force Majeure Event and to the extent such occurrence interferes with the RNFI's performance under this Agreement, RNFI shall be excused from performance of its obligations. For the purposes of this Agreement, the term "Force Majeure Event" shall refer to any unforeseeable event that is beyond the reasonable control of the RNFI such as an act of God, pandemic, epidemic, natural disaster, riots, civil war, lockdown, strikes, revolutions, fires, floods, severe storms, explosions, earthquakes, government regulations, material shortages or acts or omissions of carriers force of law or such other event.
  • 19.2. The Parties should be relieved from liability for a failure to perform any obligation under this Agreement during such period and to the extent that the due performance thereof by either Party is prevented by or due to any cause beyond their reasonable control including but not limited to strikes, wars, revolutions, fires, floods, severe storms, explosions, earthquakes, government regulations, material shortages or acts or omissions of carriers.
  • 19.3. Each Party agrees to give notice forthwith to the other upon becoming aware of an event of Force Majeure such notice to contain details of the circumstances giving rise to the event of Force Majeure.
  • 19.4. If default due to an event of Force Majeure continues for more than One (1) Month, then the Party not in default shall be entitled to forthwith terminate this Agreement. Neither Party shall have any liability to the other except for any pending payment liability by either Party to the other after settlement of its dues in respect of the termination of this Agreement as a result of an event of Force Majeure.

20. AMENDMENTS

• RNFI at its sole discretion shall modify or amended the clause(s) of this agreement which shall be informed to the Super Distributor / Partner / Distributor through mail, or in writing or through update in the RNFI portal, which shall be binding on both the parties.

21. GOVERNING LAW AND JURISDICTION

• 21.1. This Agreement shall be construed, interpreted and governed by all applicable / governing laws of India and shall be subject to the exclusive jurisdiction of the courts at New Delhi, India.

22. ARBITRATION

• 22.1. All disputes, controversies, differences or questions relating to or arising out of the application or interpretation, performance or non-performance, enforceability or breach of the Agreement between the Parties shall be settled, if possible, by negotiation between the Parties. If the matter is not resolved by negotiations, any Party may, by giving written request, cause the matter to be referred to a meeting of the senior management of each Party (hereinafter “Management”). Such meeting shall be held within ten (10) business days following the giving of the written request by a Party to the other Party.
• 22.2. If the matter is not resolved through that meeting of the Management or any subsequent meetings agreed upon between the Parties within a period not exceeding thirty (30) business days from the date of written request, such matters or disputes shall be finally and exclusively settled by Arbitration of a Sole Arbitrator to be appointed with the consent of both the parties in accordance with the provisions of the Arbitration and Conciliation Act, 1996.
• 22.3. The seat of arbitration shall be New Delhi and any award whether interim or final, shall be made, and shall be deemed for all purposes between the Parties to be made, in New Delhi.
• 22.4. The arbitral procedure shall be conducted in the English language and any award or awards shall be rendered in English. The procedural law of the arbitration shall be Indian law.
• 22.5. The award of the arbitral tribunal shall be final, conclusive and binding upon the Parties, and the provisions of the Arbitration and Conciliation Act, 1996 or any amendment thereto shall apply.
• 22.6. A Super Distributor / Partner / Distributor is a business associate and the relationship created herein as per the terms of this agreement, does not qualify the Super Distributor / Partner / Distributor as the customer of RNFI and therefore shall not be entitled to the remedy under consumer protection Act 1986.
• 22.7. Notwithstanding any dispute without limitation to TDS, GST and/or commission/fee etc., that may be raised by the Super Distributor / Partner / Distributor, as regards any deficiency of service or otherwise, the Super Distributor / Partner / Distributor, agrees and undertakes that it shall not withhold any payments to RNFI. The Super Distributor / Partner / Distributor, agrees that the dispute resolution mechanism set out in this clause of this Agreement shall be invoked by the Super Distributor / Partner / Distributor, for resolution of such disputes.

23. ASSIGNMENT

• The Super Distributor / Partner / Distributor shall not assign, delegate, sub-contract or transfer any of its responsibility or any right or obligation contained in this Agreement to any agent and / or sub-agent/or a third party without prior written permission of RNFI, (which permission may be denied by RNFI solely in its discretion). In the event, Super Distributor / Partner / Distributor is found violating the services, the agreement with them shall be terminated immediately and a fine upto of Rs. 10,00,000/- (Rupees Ten Lakhs Only) shall be levied.
• However, RNFI may assign its rights, title, benefits, interests, obligations and liabilities in the Agreement to any third party without any consent of the Super Distributor / Partner / Distributor but with intimation to the Super Distributor / Partner / Distributor.

24. REVERSE ENGINEERING

• 24.1. The Super Distributor / Partner / Distributor, shall not (and shall ensure that its CSP’s shall not) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Payment Processing Platform or access or use the Payment Processing Platform in order to build or support, and/or assist a third party in building or supporting any products or services. No part of the Payment Processing Platform may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means by the Super Distributor / Partner / Distributor for reverse engineering. The Super Distributor recognizes that these constitute the intellectual property of RNFI and ought to be protected and cannot be copied, distributed, sent or allowed to be accessed by unauthorized parties.
• 24.2. The Super Distributor / Partner / Distributor, agrees that it shall (and shall ensure that its CSP’s shall) make every reasonable effort to prevent unauthorized third parties from accessing the Payment Processing Platform.
• 24.3. The Super Distributor / Partner / Distributor, agrees that it shall not (and shall ensure that its CSP’s shall not) use the Payment Processing Platform for any illegal or any purposes other than for the purposes set out in this Agreement.

25. WAIVE OFF RIGHT TO CHALLENGE

• 25.1. The waiver by RNFI for a breach or default of any of the terms and conditions of this Agreement by the Super Distributor / Partner / Distributor shall not affect limit or preclude RNFI’s right thereafter to enforce or compel strict performance of every term and condition hereof nor shall any delay or omission on the part of Super Distributor / Partner / Distributor to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the Super Distributor / Partner / Distributor.
• Further Super Distributor / Partner / Distributor, hereby willingly waive off our right to challenge this term and condition (click wrap agreement) including but not limited to any defense, counterclaim, or other legal challenge and agrees to be bound by term and condition. This waiver is binding upon Super Distributor / Partner / Distributor and its successors, and assigns.

26. MISCELLANEOUS

• 26.1. Nothing in this Agreement shall be taken as constituting the Super Distributor / Partner / Distributor or its CSP’s as an employee or agent of RNFI (as defined under Indian Contract Act 1982) or RNFI’s partners. None of the parties’ respective employees and staff shall be construed as employees of the other Party.
• 26.2. The Agreement along with annexures and the operational instructions issued by RNFI from time to time constitute the complete/ entire agreement between the Parties, with respect to the subject matter hereof, and unless otherwise expressly provided, supersede all proposals, representations, understandings, letters and prior agreements, if any, whether oral or written and all other communications between them relating thereto.
• 26.3. RNFI reserves the right to amend its tutorials/videos/ manuals on the RNFI’s platform or on the open domain regarding the services, as well as Services, commission rates, charges, term & terms, from time to time.
• 26.4. The Super Distributor / Partner / Distributor agrees that effective provision of Services by him/her can only be through an adherence to the rules and regulations as laid out in the Agreement and the operational instructions intimated by RNFI from time to time.
• 26.5. The Super Distributor / Partner / Distributor shall not make any representation or warranties to prospective end customers, or other parties other than those indicated by RNFI from time to time.
• 26.6. The Super Distributor / Partner / Distributor has read and understood the terms and conditions set out in this Agreement and its obligations hereunder. The Super Distributor / Partner / Distributor has taken appropriate legal advice prior to accepting the execution of the Agreement.
• 26.7. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, unenforceable or void, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way and shall be construed in accordance with the purposes, tenure and effect of this Agreement.
• 26.8. In the event of termination or expiration of this Agreement for any reason, any provisions of this Agreement that by their nature should survive termination of this Agreement, including without limitation provisions relating to indemnity, confidentiality, validity, termination and effect of termination, arbitration, notices, and assignment will survive termination of this Agreement, unless contrary to the pertinent provisions herein stated.
• 26.9. This Agreement together with all the Annexures and any statements of work or license that may be entered into by the Parties forms a single Agreement between the Parties hereto. This Agreement constitutes the entire understanding between the Parties with regard to the subject matter hereof and supersedes any other agreement between the Parties relating to the subject matter hereof and thereof, including any term sheet or memorandum of understanding, if any, entered into between them.
• 26.10. Except as otherwise provided above, Super Distributor / Partner / Distributor, shall bear the expenses and legal fees with respect to this Agreement.
• 26.11. This Agreement may be entered into in number of facsimile counterparts and each party shall retain one copy, each of which when so executed and delivered by both parties shall be deemed an original.

DECLARATION

I/we further authorize and give my/our consent to the RNFI (and its service providers), for following informed purposes:

• A) KYC and periodic KYC process as per the PML Act, 2002 and rules thereunder and RBI guidelines, or for establishing my/our identity, carrying out my/our identification, offline verification or e-KYC or Yes/No authentication, demographic or other authentication/verification/identification as may be permitted as per applicable law, for all accounts, facilities, services and relationships of/through the RNFI, existing and future as the case may be.
• B) collecting, sharing, storing, preserving Information, maintaining records and using the Information and authentication/verification/identification records: (a) for the informed purposes above, (b) as well as for regulatory and legal reporting and filings and/or (c) where required under applicable law;
• C) producing records and logs of the consent, Information or of authentication, identification, verification etc. for evidentiary purposes including before a court of law, any authority or in arbitration.

I/We understand that the Aadhaar number and core biometrics will not be stored/ shared except as per law. I/We will not hold the RNFI or its officials responsible in the event this document is not found to be in order or in case of any incorrect information provided by me.

I/we have read and fully understood and abide by the contents of the term and conditions herein.

BY PROVIDING YOUR CONSENT AND THIS PLATFORM YOU INDICATE YOUR UNDERSTANDING AND ACCEPTANCE OF THESE TERMS AND CONDITIONS.

Self-Declaration

I / WE HEREBY DECLARE THAT I/ WE HAVE READ AND UNDERSTOOD ALL TERMS AND CONDITIONS OF THIS AGREEMENT AND I/WE CAN READ AND UNDERSTAND THE ENGLISH LANGUAGE. ACCORDINGLY, I WISH TO PERFORM THE SERVICES AS SPECIFIED UNDER THIS AGREEMENT. I/WE FULLY UNDERSTAND THAT MY/ OUR ENGAGEMENT WITH THE COMPANY AS SUPER DISTRIBUTOR / PARTNER / DISTRIBUTOR IS CONDITIONED UPON THE TERMS AND CONDITIONS OF THIS AGREEMENT (AS AMENDED FROM TIME TO TIME) AND I / WE HEREBY GIVE MY/OUR CONSENT TO BE BOUND BY PROVISIONS OF THIS AGREEMENT.

ANNEXURE 1- SCOPE OF SERVICES*

PART-A

The SUPER DISTRIBUTOR / PARTNER / DISTRIBUTOR may avail One or All of the below mentioned RNFI Services.

*It is the Sole Discretion of the RNFI to add or remove services from list of scope of services without prior intimation to the Super Distributor / Partner / Distributor.

Super Distributor / Partner / Distributor shall ensure that CSP(s) shall follow the below mentioned Fair Practice Code:

• To act fairly and reasonably in all dealings with end customers by:
• Provide permitted facilities of receipt and payment of cash etc. at the retail outlet.
• Meeting the commitments and standards set in this Code, for the products and services offered by the RNFI, and in the procedures and practices as RNFI follows.
• Making sure all products and services meet relevant laws and regulations in letter and spirit and are appropriate to the needs of end customers.
• Ensuring that the CSP’s dealings with the end customers rest on ethical principles of integrity and transparency.
• Operate securely RNFI Portal.
• Giving customers, information about services in any one or more of the following languages - Hindi, English or the appropriate local language.
• Ensuring that the advertising and promotional literature at CSP’s location is clear and not misleading and is as per approval or permissions provided by RNFI or regulatory body.
• Ensuring that customers are given clear information about all products and services on offer at the CSP locations along with educating them on the terms and conditions and the interest rates/service charges, which apply to them.
• Giving information on the facilities provided to customers and how they can avail of these and whom and how customer may contact for addressing their queries.
• Not discriminate customer on the basis of age, race, gender, marital status, religion, disability or financial status.
• Give information on the types of products and services RNFI offer and those that may suit the end customers’ needs.
• Give clear information explaining the key features of the services and products that end customers are interested in, including applicable, fees and charges.
• Tell customers, what information or documents is needed from them to provide the services offered by the RNFI, in order to comply with legal, regulatory and internal policy requirements. If customer complaint has been received in writing, CSP will endeavour to send customer an acknowledgement/ a response within a week. If the complaint is relayed over phone, CSP’s shall provide customer a complaint reference number and keep them informed of the progress within a reasonable period of time.

ANNEXURE-2 - CHARGES / COMMISSION/FEE

The Super Distributor / Partner / Distributor shall be entitled to a commission/fees/charges, which shall be settled on a daily basis/monthly basis/transaction basis by the way of crediting/debiting e-value to their respective e-ledger after deducting the TDS, All taxes or statutory liabilities arising in connection with transactions or any other obligations pertaining to the Super Distributor / Partner / Distributor shall be the responsibility of the Super Distributor / Partner / Distributor, for the provision of the Services at rates updated by RNFI to the Super Distributor / Partner / Distributor from time to time through its portal/agent platform. RNFI, at its sole discretion shall decide the sharing of Gross Margin with the Super Distributor / Partner / Distributor and its decision shall be final. By the way of accepting the terms of the agreement, it is deemed to accept that the Super Distributor / Partner / Distributor has agreed & acknowledges their acceptance to such commission’s / margin’s/charges before executing the transactions. Any dispute in these regards will not be admissible by RNFI.

Charges / Commission/fees to CSP’s of the Super Distributor / Partner / Distributor shall be settled in e-value by RNFI directly to the CSP’s e-ledger after deducting the TDS, all taxes or statutory liabilities arising in connection with transactions or any other obligations pertaining to the Super Distributor / Partner / Distributor shall be the responsibility of the Super Distributor / Partner / Distributor. However, nothing contained herein shall prevent RNFI from deducting tax at source, applicable service tax or any other applicable taxes, etc. as required by law from the payments due to the Super Distributor / Partner / Distributor. The Super Distributor / Partner / Distributor and its CSP’s covenants to RNFI to comply with all the compliances mandated under the GST, including without limitation to filing valid tax returns relating to their respective transactions with RNFI executed through RNFI’s portal/agent platform. In case any credit, refund or other benefits under GST is denied to RNFI or delayed due to any non-compliance by the Super Distributor / Partner / Distributor and/or by its CSP’s (such as failure to upload the details of supply of goods/service on the GSTN portal, failure to pay GST to the Government, lower compliance rating etc.) or due to non-furnishing or furnishing of incorrect or incomplete documents by the Super Distributor / Partner / Distributor and/or its CSP’s with the Government of India, the Super Distributor / Partner / Distributor agrees to indemnify, defend and hold harmless RNFI and reimburse RNFI for the loss including but not limited to the tax loss, interest, penalty, reasonable costs or expenses of any nature whatsoever, whether accrued, absolute, contingent or otherwise, including without limitation, reasonable attorney’s fees and costs (whether or not suit is filed).

RNFI will at the time of making payment to the Super Distributor / Partner / Distributor and or its CSP’s in terms hereinabove, be entitled to set-off / deduct / adjust any amount due and payable to RNFI by the Super Distributor / Partner / Distributor and/or its CSP’s under this Agreement against any amount payable to the Super Distributor / Partner / Distributor and/or its CSP’s or under any obligation (monetary or otherwise) due towards the Super Distributor / Partner / Distributor and/or its CSP’s under any other agreement. The Super Distributor / Partner / Distributor and/or its CSP’s shall be responsible for compliance and payment of all taxes, duties, levies, cess, surcharges or any other charges that may be applicable to the Super Distributor / Partner / Distributor and/or its CSP’s or for the services provided under this Agreement by whatsoever name.