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 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

• 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.

• NOW, THEREFORE, parties are desirous of entering into a T&C, 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... (full definition)
• 2.4. “Bank Account(s) of RNFI” shall mean the bank account(s) of RNFI for the purpose of receiving and disbursing... (full definition)
• 2.5. “Business Correspondent Services” or “BC Services” means the services offered by the respective Sponsor Bank... (full definition)
• 2.6. “Commission” shall mean consideration for the Super Distributor / Partner / Distributor’s performance... (full definition)
• 2.7. “Confidential Information” means any data or information disclosed hereunder...
  • (a) any information, oral or written, exchanged between the Parties pursuant to this Agreement
  • (b) contents of this Agreement;
  • (c) any other agreement executed in connection with this Agreement
  • (d) all Customer Data;
  • (e) any information disclosed by one Party to other...
  • (f) any information in relation to the respective business of the Parties...
• 2.8. “Customer” or “User” or “Account Holder” or “Remitter” shall mean the customer of the Aadhaar Enabled Payment System (AEPS)...
• 2.9. “Customer Service Points (CSP)’s” or “Retailers” means agents with retail outlets...
  • (a) If the CSP is a company...
  • (b) If the CSP is a limited liability partnership (LLP)...
  • (c) If the CSP is a partnership firm...
  • (d) If the CSP is an individual or sole proprietorship...
  • (e) If the CSP is a joint Hindu Undivided Family (HUF)...
  • (f) If the CSP is a Co-operative Society...
• 2.10. “Device(s)” means the hardware (M-POS, M-ATM, Smart POS or any other hardware)...
• 2.11. “Documentation” shall mean user manuals, training materials...
• 2.12. “Domestic Money Transfer” or “DMT” or “Remittance” shall mean process of transferring cash...
• 2.13. “Financial Products” shall mean AEPS, DMT, Recharge & DTH, Mini ATM...
• 2.14. “Inactive Account” means the Super Distributor’s/Partner’s/Distributor’s and/or its CSP’s account with RNFI...
• 2.15. “Intellectual Property Rights” means all rights and interests vested in or arising out of any Intellectual Property...
• 2.16. “Key Performance Indicators (KPI)” shall mean the set of measurable metrics, benchmarks, or performance criteria...
• 2.17. “Merchandise” shall mean the marketing materials and consumable materials...
• 2.18. “Payment Platform Terms and Conditions” mean all the terms and conditions applicable...
• 2.19. “Payment Service Providers” shall mean various Banks, Financial institutions...
• 2.20. “Person” will include an individual, an association, a corporation...
• 2.21. “Premises” shall mean the authorized premises from where the Super Distributor/Partner/Distributor...
• 2.22. “Reverse Transition Service” shall mean services related to transactions, refunds, customer grievance...
• 2.23. “Refund transactions / Chargeback” shall mean the reversal (such reversal being requested by an Issuer...)...
• 2.24. “Regulatory Body” means any central or state government...
• 2.25. “Retention Period” shall mean a period of at least eight (8) years...
• 2.26. “RNFI Payment Processing Platform” or “Agent Portal” refers to technology platform designed, developed, owned...
• 2.27. “RNFI Branding” means the designs, trademarks, trade-names, business names...
• 2.28. “Super Distributor / Partner / Distributor Business Account” shall mean an account opened and operated...
• 2.29. “Services” means the Financial or non-financial, Business correspondent or Non-business correspondent services...
• 2.30. “Sponsor Bank” or “Bank” shall mean Bank(s) or any such entity...
• 2.31. “Super Distributor / Partner/ Distributor” shall have the meaning ascribed to it in Recital B;
• 2.32. “Territory” means the geographical limits as defined in recital.
• 2.33. “Transactions” means the successful transaction between end customer and CSP...
• 2.34. “Term” shall have the meaning assigned to it in the validity, termination & effect of termination clause...

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;
• 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;

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:
  • (a) Super Distributors (“SD”)
    “Super Distributors” (SD) are the big network partners with RNFI, who have invested a large amount in their business. They may be a Proprietorship, Partnership firm, LLP or Company. They have full administrative rights in the Agent Platform for their added network. Super Distributors may appoint Partners, Distributors or Retailers. They act as mediators between their network and RNFI. They are responsible for ensuring compliance of their network with RNFI and regulatory requirements. Any default by their network will be considered as their own default and liable accordingly.
  • (b) Partners (“P”)
    Partners are one level below Super Distributors and can also be a Proprietorship, Partnership firm, LLP or Company. They may appoint Distributors or Retailers.
  • (c) Distributors (“D”)
    Distributors have direct control over Retailers / Customer Service Points (CSPs). They appoint and manage CSPs to conduct RNFI’s services.
  All Agent Types i.e., Super Distributors, Partners, and Distributors can have an independent, direct, and exclusive agreement with RNFI. Each agent type (except Retailer / CSP) may create its own network one level below.
• 4.2. RNFI’s Business Model consists of two types of Business associations:
  • (a) Direct association (RNFI’s Platform & RNFI’s Branding)
    Agents (Super Distributors, Partners, Distributors) sign agreements directly with RNFI and use RNFI’s domain, brand, services, and procedures.
  • (b) White Label association (RNFI’s Platform but SD/P/D’s Branding)
    Agents use RNFI’s platform but operate under their own domain and brand. White label Super Distributors use RNFI’s platform to sell their own branded products and services.
• 4.3. Network Management and Reassignment Policy
  RNFI reserves the exclusive right to remove any Inactive Super Distributor, Partner, Distributor, CSP, or retailer from the network hierarchy at its sole discretion. These decisions are final and may be based on strategic or operational needs.
  
  RNFI may also reassign the network of an Inactive party to another active agent to maintain continuity and business flow.
  
  An Inactive Super Distributor, Partner, or Distributor is defined as one who has not conducted any financial transactions or failed to achieve the specified KPIs within the last 90 days.

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 is on an “exclusive basis” during the term of this Agreement. RNFI appoints, and the Super Distributor / Partner / Distributor accepts the appointment, as an exclusive provider (except as to any Affiliate of RNFI) of services as mentioned in Annexure-A and described in Section 2.28, subject to the terms of this Agreement.
• 5.2. During the term of this Agreement, the Super Distributor / Partner / Distributor shall not seek or accept identical or similar services from any other provider, except RNFI’s Affiliates. RNFI retains the right to offer similar services to other third parties, and the Super Distributor / Partner / Distributor may only accept such services from RNFI Affiliates.
• 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 is responsible for the actions of its own agents, CSPs, or employees when acting within their scope under this Agreement. Employees of one Party shall not have any employment-related claims (e.g., compensation, benefits) against the other Party.
• 5.5. The relationship between the Parties under this Agreement is revocable. The consideration agreed upon is strictly for the Services 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 the 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 deemed 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 a 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, and RNFI shall not be responsible for any financial loss to the CSP or customers.
  • (k) All the transactions of the CSPs onboarded by RNFI shall be processed in accordance with the agreed terms between CSPs 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 CSPs.

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...
• 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...
• 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...
• 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)...
• 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.
• 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...
• 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 in 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 convents 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 there under 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.
  • (k) Obligations Relating to Key Performance Indicators (KPI): The Super Distributor / Distributor / Partner shall be responsible for meeting the Key Performance Indicators (KPIs) as specified or communicated by RNFI from time to time through communication channels like E-Mails/SMS/social media/WhatsApp/RNFI Portal-platform-App notification. It is the obligation of the Super Distributor / Distributor / Partner to ensure consistent and satisfactory business performance in alignment with the communicated/specified KPIs.
• 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 your RNFI account. Upon receiving the notification, by simply performing a financial transaction into 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 a 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 a 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 a financial transaction on the 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 of 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) Reverse 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.
• 8.12. Use of E-Value
  • The Super Distributor / Partner / Distributor acknowledge and agree that any e-value credited to their e-ledger, obtained directly from RNFI or through other Super Distributor / Partner / Distributor shall be exclusively used to render the services provided by RNFI. The entire e-value credited must be fully utilized for the specific purpose of providing RNFI’s services. Under no circumstances may any portion of the e-value be used for personal purposes, transferred to third parties, or utilized for any activities other than those directly related to the provision of RNFI’s services. Any failure to fully utilize the e-value for the intended services or any misuse for unauthorized purposes shall constitute a breach of this Agreement. In such cases, RNFI reserves the right to take corrective actions, including but not limited to, suspension or termination of services, and recovery of the e-value involved.
• 8.13. Business Advance Policy for Super Distributor / Partner / Distributor
  • Super Distributor / Partner / Distributor may request an E-Value, hereinafter referred to as a "Business Advance," to ensure the availability of sufficient funds/amount(s) for delivering agreed-upon services. RNFI, recognizing the importance of mutual trust and the established business relationship, may extend such Advances to support the uninterrupted provision of services. These Advances are provided as a gesture of goodwill and trust.
  • Repayment of the Business Advance will be managed by deducting an equivalent amount from the settlement of transferred funds and associated service fees. A service fee may be applied to cover the use of RNFI’s resources, including infrastructure, manpower, technology, and servers, utilized to facilitate the Business Advance.

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. FEES, PAYMENTS& ACTIVATION FEES

• 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 RNFI’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
  • 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.
  • 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 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 “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;
    • 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;
    • 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;
    • 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;
  • (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, copyrights 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. Super Distributor / Partner / Distributor acknowledges that they 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, RNFI's intellectual property either in India or elsewhere.
• 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 RNFI's intellectual property. RNFI has the exclusive right to determine whether any actions shall be taken. The Super Distributor / Partner / Distributor shall not take any action regarding such matters without RNFI’s prior written consent and shall render all assistance as reasonably required by RNFI.
• 14.4. Super Distributor / Partner / Distributor shall not at any time do or cause to be done any act or thing that impairs or may impair RNFI’s intellectual property rights. Any act that endangers these rights may lead to immediate termination of the agreement by RNFI.
• 14.5. Super Distributor / Partner / Distributor acknowledges that brand protection and reputation of RNFI are critically important. Therefore, they agree to:
  • a) promptly inform RNFI about any written complaints related to their business activities;
  • b) provide RNFI with copies of such complaints, articles, or legal papers without request; and
  • c) keep RNFI informed on the progress of such matters.
• 14.6. The Super Distributor / Partner / Distributor shall use RNFI trademarks only in authorized collaterals, communications, and displays and shall not use them for any unauthorized business, marketing, or promotional activities without prior written approval from RNFI.
• 14.7. Since the Super Distributor / Partner / Distributor represents RNFI brands, they shall take full responsibility for their actions relating to these brands. In case of defamation or brand loss due to their negligence or misconduct, RNFI may:
  • a) Unilaterally terminate the relationship;
  • b) Impose liquidated damages as follows:
    • i. For fraud-related losses: INR 1,00,00,000/-
    • ii. For defamation or brand loss: INR 1,00,00,000/-
  The parties agree that these amounts are genuine pre-estimates of damages and not penalties.
• 14.8. The Super Distributor / Partner / Distributor shall not, during or after the term of the Agreement, object to or interfere with RNFI’s ownership, registration, or use of intellectual property in any part 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 with the same degree of care as used for their own, and at minimum with reasonable care;
  • (c) Not to disclose Confidential Information to anyone except personnel with a strict need-to-know basis, under strict confidentiality conditions.
• 15.3. The Super Distributor / Partner / Distributor or its CSP’s shall under no circumstances share, hand over, or copy any end customer data, documents, or transaction history with any party, unless demanded by a law enforcement or government authority, in which case RNFI must be notified.
• 15.4. All customer-related data, applications, systems, documents, and transaction histories are the intellectual property of RNFI and must be kept confidential by the Super Distributor / Partner / Distributor.
• 15.5. The Super Distributor / Partner / Distributor acknowledges that customer names and addresses are RNFI trade secrets. Any unauthorized disclosure or use constitutes unfair competition and is prohibited for a period of Two (2) Years post-termination.
• 15.6. The “Restriction Period” applies during the term of the Agreement and for one (1) year thereafter. During this time, the Super Distributor / Partner / Distributor agrees not to:
  • (a) Provide competing services or products;
  • (b) Engage in any competitive activity within the Territory;
  • (c) Solicit or entice any retailers, employees, or customers of RNFI or its CSPs during the term and for 12 months post-termination.
  The Super Distributor / Partner / Distributor acknowledges these restrictions are fair and reasonable and will survive termination.
• 15.7. Access to customer information shall be on a strict need-to-know basis and limited to performance of services under this Agreement.
• 15.8. CSPs and their employees must not misuse or exploit any confidential RNFI information for any benefit.
• 15.9. Any breach of security or leak of confidential customer data must be immediately reported to RNFI, and the Super Distributor / Partner / Distributor shall be liable for damages.
• 15.10. Confidentiality obligations shall survive the termination of the Agreement.
• 15.11. In the event of any breach of this clause, the Super Distributor / Partner / Distributor shall compensate RNFI with an amount of INR 1,00,00,000/- upfront, plus any additional third-party liabilities incurred by RNFI due to such breach.
  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 RNFI from any and all losses, liabilities, claims, damages, demands, suits, actions, proceedings, costs, expenses, taxes, and reasonable legal fees arising from any material default of its obligations under this Agreement.
• 16.2. Notwithstanding anything stated in this Agreement or any other document:
  • (a) Super Distributor / Partner / Distributor shall be liable for chargebacks, indemnity, willful misconduct, fraud, or gross negligence on account of the CSPs recommended by them.
  • (b) RNFI shall not be liable for any direct, indirect, special, incidental, or consequential damages under any theory of liability including lost profits, goodwill, or data loss, even if advised of such possibilities.
• 16.3. The Super Distributor / Partner / Distributor shall indemnify RNFI for any charges, claims, liabilities, or costs raised by third parties in connection with services offered through the Super Distributor / Partner / Distributor and their CSPs.
• 16.4. The Super Distributor / Partner / Distributor agrees to indemnify, defend, and hold harmless RNFI in the event of any data compromise, cyber security incidents, or breaches.
• 16.5. The Super Distributor / Partner / Distributor shall indemnify and hold harmless RNFI, its officers, employees, representatives, contractors, and designees from any liabilities, claims, demands, or suits, including related costs and legal fees, arising out of any acts or omissions of the Super Distributor / Partner / Distributor or its personnel during performance under this Agreement.
• 16.6. The Super Distributor / Partner / Distributor agrees to indemnify and keep RNFI, its directors, and shareholders harmless from all losses, penalties, settlements, damages, and legal expenses (including attorney fees) related to:
  • (a) Breach of this Agreement;
  • (b) Non-compliance with applicable laws;
  • (c) Breach of warranties or representations made in this Agreement;
  • (d) Deficiencies in services provided to end customers by the Super Distributor / Partner / Distributor or their CSPs;
  • (e) Any other liability caused by the Super Distributor / Partner / Distributor or their CSP(s).

17. VALIDITY, TERMINATION & EFFECT OF TERMINATION

• 17.1. This Agreement supersedes all prior agreements and becomes effective upon execution (the "Effective Date").
• 17.2. The Super Distributor / Partner / Distributor shall continue providing services until the termination takes effect.
• 17.3. This Agreement remains valid from the execution date until terminated by either party.
• 17.4. Either party may terminate with 30 days’ prior written notice. RNFI may terminate immediately under circumstances including:
  • (a) Breach of Agreement provisions
  • (b) Failure to perform material obligations after 15 days of written notice
  • (c) Fraud/suspicious transactions by Super Distributor / Partner / Distributor or third parties
  • (d) Refusal to register/transact with customers without RNFI direction
  • (e) False data provided to RNFI
  • (f) Misrepresentation or failed background checks
  • (g) Appointment of receiver/liquidator or business suspension orders
  • (h) Inability to discharge debts
  • (i) Involvement in terrorism, money laundering, tax evasion, or related crimes
  • (j) Legal disqualification or blacklisting by authorities
  • (k) Judicial findings of creditor fraud
• 17.5. Upon termination, each party must stop using the other’s platforms, trademarks, or trade names and return all materials containing them.
• 17.6. All dues to RNFI become immediately payable and must be settled within 15 days of termination.
• 17.7. RNFI retains the right to reassign CSPs of the terminated Super Distributor / Partner / Distributor without compensation and may continue services directly to those CSPs.
• 17.8. Post-termination, Super Distributor / Partner / Distributor shall not disclose or use RNFI-related knowledge or information acquired under this Agreement.
• 17.9. Upon termination, Super Distributor / Partner / Distributor shall:
  • (a) Return any advance amounts to CSPs/customers
  • (b) Hand over registration forms and documents to RNFI
  • (c) Return or remove POSM and RNFI display materials
  • (d) Surrender identification cards or RNFI-issued items
  • (e) Return all RNFI intellectual property and data
  • (f) Remain personally liable for actions taken post-termination or undisclosed pre-termination actions
• 17.10. Any Reverse Transition Service completed after termination but initiated before does not extend the 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:

RNFI Contact Information
Email ID	support@rnfi.in
Address	UG-5, Relipay House, Plot No. 42, DLF Industrial Area, Kirti Nagar, West Delhi, New Delhi - 110015
K/A	Legal Officer, C/o RNFI Services Limited

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 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 RNFI, such as:
  • Act of God
  • Pandemic or epidemic
  • Natural disaster
  • Riots or civil war
  • Lockdown
  • Strikes or revolutions
  • Fires or floods
  • Severe storms or explosions
  • Earthquakes
  • Government regulations
  • Material shortages
  • Acts or omissions of carriers or force of law
• 19.2 The Parties shall be relieved from liability for a failure to perform any obligation under this Agreement during such period and to the extent that performance is prevented due to any cause beyond their reasonable control, including but not limited to:
  • Strikes
  • Wars or revolutions
  • Fires or floods
  • Severe storms or explosions
  • Earthquakes
  • Government regulations
  • Material shortages
  • Acts or omissions of carriers
• 19.3 Each Party agrees to give notice immediately to the other upon becoming aware of a Force Majeure event. The notice must include details of the circumstances giving rise to the Force Majeure event.
• 19.4 If the default caused by a Force Majeure event continues for more than one (1) month, the non-defaulting Party has the right to terminate this Agreement immediately. Neither Party shall have any liability to the other except for any pending payments to be settled post-termination.

20. AMENDMENTS

• RIGHT TO AMEND:- Notwithstanding anything contrary in this Agreement, The Company reserves the right to modify, amend, or add to the terms of this Agreement at any time. These changes may include updates to the features or conditions of the Company Services and/or Platform, including the website and app, without prior notice. Any such changes will be effective immediately upon publication on the website or app and can be viewed by Super Distributor / Partner / Distributor at the time of login. By continuing to use the Platform after such changes, you accept the modified terms.

21. GOVERNING LAW AND JURISDICTION

• 21.1 This Agreement shall be construed, interpreted and governed by all applicable / governi

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 shall first be attempted to be settled by negotiation between the Parties. If unresolved, any Party may, by written request, call for a meeting of the senior management of each Party within ten (10) business days of such request.
• 22.2 If unresolved within thirty (30) business days from the date of written request, the dispute shall be finally settled by Arbitration by a Sole Arbitrator appointed by mutual consent, as per the Arbitration and Conciliation Act, 1996.
• 22.3 The seat of arbitration shall be New Delhi. Any interim or final award shall be deemed made in New Delhi.
• 22.4 The arbitration proceedings shall be conducted in English, and any award shall be rendered in English. Indian law shall govern the arbitral procedure.
• 22.5 The arbitral award shall be final, conclusive, and binding on both Parties. The provisions of the Arbitration and Conciliation Act, 1996, and its amendments shall apply.
• 22.6 The Super Distributor / Partner / Distributor is a business associate, not a customer of RNFI, and is not entitled to remedies under the Consumer Protection Act, 1986.
• 22.7 Regardless of any dispute, including those related to TDS, GST, or commissions, the Super Distributor / Partner / Distributor shall not withhold payments due to RNFI. Such disputes must be resolved through the mechanism provided in this clause.

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 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.
• 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.
• 26.7 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.
• 26.8 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.
• 26.9 Except as otherwise provided above, Super Distributor / Partner / Distributor, shall bear the expenses and legal fees with respect to this Agreement.
• 26.10 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 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 AND I CAN READ AND UNDERSTAND THE ENGLISH LANGUAGE OR TERMS AND CONDITIONS EXPLAINED TO ME/US BY A COMPETENT PERSON IN A LANGUAGE. ACCORDINGLY, I/ WE 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.

Dated- 07-01-2025

ANNEXURE 1- SCOPE OF SERVICES*

PART-A

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

Sr. No	Name of Services	Sr. No	Name of Services
01	DMT - Domestic Money Transfer	08	CMS Services
02	AEPS - Aadhaar Enabled Payment System	09	Flight Ticket Bookings
03	BBPS - Bharat Bill Payment System	10	IRCTC Bookings
04	MATM - Mini ATM	11	Credit Card Payments
05	Aadhaar Pay	12	EMI Collection
06	Pan Card Service	13	Any other services, as updated on the portal of RNFI from time to time.
07	Mobile & DTH Recharges

*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.