TERMS AND CONDITIONS FOR THE RETAILER/CSP/AGENTS

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

• 1.1 RNFI Services Limited, a company incorporated under the Companies Act, 2013 and having its registered office at UG-5, Relipay House, Plot No. 42 DLF Industrial Area Kirti Nagar New Delhi West Delhi DL 110015 (hereinafter referred to as the “Company” or “RNFI”, which expression shall unless repugnant to the context or meaning thereof mean and include its successors and permitted assigns) is engaged in the Business (as defined below).
• 1.2 Company is inter alia 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”).
• 1.3 This Platform is owned and operated by the Company. Company facilitates the provision of Company Services through this Platform and/or Website. Company has collaborated with various distributors, of goods and services by associating with them as their Channel Partner i.e. (“Distributors, Partners, Super Distributors”) to assist the Company in appointing various Retailer/CSP/Agents in various cities, managing such Retailer/CSP/Agents and in certain cases also dissemination of Company Services to such retail agents.
• 1.4 You have expressed your desire to SD/P/D or RNFI representative for engaging with Company as Retailer/CSP/Agents and in this regard have submitted information through the Relipay app/web of the Company and have also verified the contents in the app on this Platform (“Verification/ Onboarding Process”).
• 1.5 You have successfully completed the Verification/Onboarding process, which includes PAN Verification, Address Verification, Self-Video Verification, Mobile Number Verification, Aadhaar Verification, and Bank Account Verification, the Company aims to engage you as a Retailer/CSP/Agent and RNFI Agent code is generated by RNFI. In this capacity, you will support consumers with both Non-Financial and Financial Transactions using the Company’s Services on the Platform and/or the Website, in line with the terms specified in this Agreement.
• 1.6 You understand, agree and acknowledge that your engagement as the Retailer/CSP/Agents and the use of this Platform, Website and/or Company Services including all information, tools and services available from this Platform to the Retailer/CSP/Agents and the Consumer is conditioned upon Your acceptance of all terms, conditions, policies and notices stated here, the terms whereof are subject to change at any time, without prior notice to You. Any new features or tools which are added to the current Platform shall also be subject to this Agreement. To ensure that You are aware of the changes, please review this Agreement and all the documents referred to hereunder periodically.
• 1.7 In the event You are representing an incorporated entity, You hereby confirm that You have been expressly authorized by such entity to consent this Agreement, and such entity agrees to be bound by the terms hereunder.
• 1.8 In this Agreement, Retailer/CSP/Agents and the Company is individually referred to as “Party” and collectively referred to as “Parties”.

2.DEFINITIONS AND INTERPRETATION

2.1. In the Agreement, unless the contrary intention appears and/or the context otherwise requires, capitalized terms defined by:

• (i) inclusion in quotations and/ or parenthesis have the meanings so ascribed;
• (ii) the capitalized terms used herein and not defined in this Agreement shall have the meaning ascribed to them in the Company Rules and/or the Website;
• (iii) the following terms shall have the meanings assigned to them herein below:

“Affiliate” in relation to a Party means, (i) in case of a natural Person, the father, spouse and minor children of such natural Person; and (ii) in case of any Person other than a natural Person, any Person which directly or indirectly Controls, or is under the common Control with, or is Controlled by, such Person;

“Agreement” / “Terms of Use” means these terms and conditions and all their modifications from time to time in accordance with the provisions contained herein, together with all schedules, annexures and exhibits hereto;

“Applicable Law” includes all applicable Indian statutes, enactments, acts of the state legislature or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, directions, directives and orders of any governmental authority, statutory authority, board as may be applicable, including but not limited to any guidelines and/or directions issued by the Reserve Bank of India and in each case, any implementing regulation or interpretation issued thereunder including any successor Applicable Law;

“Business” shall mean the business of providing various financial and non-financial services to its customers, either directly or through its business partners, by the means of a technological solution and/or by setting up a network of stores and agents to facilitate the digital dissemination of such financial / non-financial services;

“Business Day” means any day of the week (excluding Saturdays, Sundays and public holidays) or a day on which banking institutions in India are open for general business;

“Channel Partner” means such entities who has been engaged as “Super Distributor, Partner or Distributor” by the RNFI, who has recommended the concerned Retailer/CSP/Agents for dissemination of the Company Services to the Consumers;

“Company Rules” shall mean policies issued by the Company with respect to its Channel Partner, Retailer/CSP/Agents & Consumers including but not limited to the policy on the code of conduct and other sales and management policies as issued on the Website, Platform and/ or otherwise and amended from time to time;

“Confidential Information” means all information (whether oral or recorded in any medium) relating to the business, financial or other affairs (including future plans) of the Company, Retailer/CSP/Agents, Consumers which is treated by the Company, as confidential, or is marked or is by its nature confidential, including but not limited to all copyright, trademarks, trade secrets, patents and other intellectual property rights belonging to the Company, their Affiliates or any of the other Retailer/CSPs, Channel Partner, as the case maybe, together with the existence and contents of this Agreement (including all Schedules), any ancillary documents and the negotiations relating to this Agreement;

“Competing Business” shall mean:

(i) Business; and/or

(ii) consulting in the area of Business.

“Customer Service Points (CSP)’s” or “Retailer(s) or Agents or CSP or You or Your” means any natural or artificial person appointed by RNFI & who has access to and is using the Platform for the purpose of being engaged as a Retailer/CSP/Agents in accordance with the terms of this Agreement.

“Controlling”, “Controlled by” or “Control” means, with respect to any Person, (i) the ownership of more than 50% (fifty percent) or more of the equity shares or other voting securities of such entity; or (ii) the possession of the power to direct the management and policies of such entity; or (iii) the power to appoint a majority of the directors, managers, partners or other individuals exercising similar authority with respect to such Person by virtue of ownership of voting securities or management or contract or in any other manner, whether (a) formal or informal; (b) having legal or equitable force or not; (c) whether based on legal or equitable rights; or (d) directly or indirectly, including through one or more other entities; and the term “Common Control” shall be construed accordingly;

“Consumer” shall mean the consumer that undertakes a transaction on the Platform and/or avail Company Services and that is bound by the consumer terms and conditions between the Company and such consumer.

“Effective Date” shall mean the date of Retailer/CSP/Agent’s acceptance of this Agreement & become the Retailer/CSP/Agent post following the onboarding process;

“Financial Services” shall mean the financial services provided by Bank/NBFC/Financial Institution to the Consumers utilizing the Company Services on the Platform;

“Governmental Authority” means any nation, state, sovereign, or government, any federal, regional, state, local or political subdivision and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, constitutionally established and having jurisdiction over any of the Parties (to the extent relevant to the transactions contemplated hereby) or the assets or operations of any of the foregoing or the transactions contemplated hereby;

“INR” or “RS” means Indian Rupees, the lawful currency of the Republic of India;

“IRCTC” shall mean the Indian Railway Catering and Tourism Corporation;

“IRCTC Services” shall mean the services provided by the Company acting as the PSP through its RSP(s) including but not limited to booking and/or cancellation of train tickets;

“IRCTC T&C” shall mean the terms and conditions applicable to Retailer/CSP/Agentss acting as RSP for the Company for the purpose of providing IRCTC Services to Consumers;

“IRCTC ID” shall mean the credentials assigned to RSP by the PSP for the purpose of accessing the IRCTC Services;

“Intellectual Property” shall mean all intellectual property used for the purpose of or in association with or in relation to providing the Company Services utilizing the Platform and includes without limitation, (a) Software, operating manuals, software code, program, instructions, specifications, processes, input methods, data or information used in relation to, in association with or for the operation of the software installed by Company ; (b) the trademarks, service marks, trade names, business names, logos, symbols, styles, colour combinations used by Company during the course of its business and all depictions, derivations and representations thereof; (c) all promotional material including without limitation, advertisements, literature, graphics, images, content and the ‘look and feel’ of all of the above; (d) all information, data or material in whatever form, whether tangible or not, provided by Company to Retailer/CSP/Agents during the course of or in relation to the Services; and (e) all techniques, formulae, patterns, compilations, processes, inventions, practices, methodology, techniques, improvement, utility model, procedures, designs, skills, technical information, notes, experimental results, service techniques, samples, specifications of the products or services, labelling specifications, rights on software, and any other knowledge or know-how of any nature whatsoever;

“Inactive Account” means the Customer Service Points (CSP)’s” or “Retailer(s) or Agents or CSP account maintained with RNFI which has financial transactions in last 150 (Hundred and Fifty) consecutive days.

“Material Breach” shall mean the material breach of the terms of this Agreement by Retailer/CSP/Agents including but not limited to any breach of provisions of Clause 8 and Clause 9 of this Agreement;

“Non-Financial Service” shall mean services other than Financial services.

“Person” shall mean any individual (including personal representatives, executors or heirs of a deceased individual) or legal entity, including but not limited to, any partnership, joint venture, corporation, trust, unincorporated organization, limited liability company, limited liability partnership or Governmental Authority;

“Platform” shall mean the Software accessible through the Website;

“Proprietary Items” shall mean any document, record, notebook, plan, model, component, device, communication device, computer software or code, or Confidential Information or Trade Secret whether embodied in a disk or in any other form, including electronic form owned and/or used by the Company;

“Principal Service Provider” / “PSP” shall mean the Company;

“RBI” shall mean the Reserve Bank of India;

“Retailer/CSP/Agents Business Account” shall mean the account opened and operated by the Retailer/CSP/Agents for availing Company Services and assisting the customer in transactions on the Platform and/or the Website;

“Retail Outlet” shall mean the place of business as from where the Retailer/CSP, upon authorization from Company, shall provide Services to Company and/or utilize / make available the Company Services to be utilized by the Consumers;

“Retail Service Provider” / “RSP” shall mean the Retailer/CSP who have been appointed by the Company for the purpose of extending IRCTC Services to the Consumers;

“SD/P/D Business Account” shall mean an account opened and operated by the SD/P/D with the Company for availing and disseminating Company Services;

“Services” shall mean:

• (a) services provided by Retailer/CSP/Agents with respect to assisting the Consumers in making available the Financial/Non-financial Services utilizing the Company Services and/or Platform at its Retail Outlets or such other place as may be permitted by Company; and/or
• (b) such other services as intimated by Company to Retailer/CSP/Agents from time to time.

“Software” shall include custom built software that is owned by Company, or software that has been licensed from third party suppliers by Company and in relation to which Company has obtained the right to sub-license from such third party suppliers, as modified/ replaced from time to time, that enables Retailer/CSP/Agents to utilize Company Services on communication devices such as computers, mobile phones and other handheld wireless devices etc. as identified by Company from time to time;

“Related Entities” shall mean any parent company, subsidiaries, affiliated corporations, partnerships, or joint ventures of the Company;

“Trade Secret” shall mean information, user flow steps, screens, including a formula, pattern, compilation, program, device, method technique, or process that derives independent economic value, actual or potential, from being not generally known to, and not being readily ascertainable by proper means by, other persons who can derive economic value from its disclosure or use, including but not limited to the patented information and processes as well as the unpatented information and processes comprising, underlying, arising from, and associated with and/or used by the Company or any Related Entity;

“Tax” or “Taxes” shall mean any and all taxes, cess, levies, imposts, duties, charges, deposits, fees, deductions or withholdings that are, or that are to be, imposed, levied, collected, withheld or assessed, together with any and all interest, penalties, claims or other liabilities arising under or relating thereto.

“Website” shall mean and include www.rnfi.in or www.partner.rnfi.in, or as modified from time to time, mobile application of Company, any successor website/ applications, any website of Related Entity or any other channel facilitated and permitted by Company including but not limited to App, any other digital medium including phone, displays, emails, social media interfaces, messaging interfaces, e-ledger, payment intermediaries using Company’s interface.

2.2 Interpretation

In this Agreement, unless the context otherwise requires:

• The headings are inserted for ease of reference only and shall not affect the construction or interpretation of this Agreement;
• References to one gender include all genders;
• Any reference to any enactment of statutory provision is a reference to it as it may have been, or may from time to time be, amended, modified, consolidated or re-enacted (with or without modification) and includes all instruments or orders made under such enactment;
• Words in the singular shall include the plural and vice versa;
• Any reference of “days” would mean “calendar days” and similarly reference of year and month would mean “calendar month” and “calendar year”;
• Any reference to “intimation” and “intimated” shall include any intimations provided by Company on Website and/or Platform;
• Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day if the last day of such period is not a Business Day; and whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a Business Day, such payment shall be made or action taken on the next Business Day;
• Any reference to “writing” shall include printing, typing, lithography, transmissions by facsimile or in electronic form (including e-mail) and other means of reproducing words in visible form including but not limited to any instructions provided by Company on Website and/or Platform.

3. Scope of this Service agreement

• ENGAGEMENT AS THE RETAILER/CSP/AGENTS
  • During the Term of this Agreement and subject to the provisions of this Agreement, Company hereby engages You and You hereby agree to be engaged as a Retailer/CSP/Agents. As Retailer/CSP, Company will allow you to access the Website and/or Platform and depending upon the nature of transactions, You shall:
    • Provide Services to Company; and/or
    • Avail services from Company and/or third party service providers through the Website and/or Platform.
  • During the Term and subject to the provisions of this Agreement, and unless otherwise specified by Company, the Retailer/CSP shall at its Retail Outlet:
    • Assist Consumers in undertaking transactions and/or utilizing Company Services;
    • Provide such services to Company as is intimated by Company on the Platform;
    • Assist Company and/or Channel Partner in the marketing of the Company Services; and/or
    • Undertake such other business activities as instructed by the Company and/or informed by Channel Partner from time to time on behalf of RNFI.
  • Retailer/CSP acknowledges and agrees that its appointment is subject to its continuance compliance with the provisions of this Agreement.
  • Company may, in order to manage credit risk associated with the transactions on Website / Platform, require Retailer/CSPs to maintain an amount in advance with Company either directly or with the assistance of Channel Partner from time to time. Depending upon the nature of Services, Company may restrict certain/all transactions on Website / Platform on account of insufficiency of such advance amount as is required for such Services. Company may rely on factors including but not limited to the nature of Services and the performance record of Retailer/CSP in evaluating the sufficiency of advance amount required for any transaction on Website / Platform. The determination of such sufficiency / insufficiency shall be at Company’s sole discretion.
• ENGAGEMENT AS RETAILER/CSP FOR IRCTC SERVICES
  • During the Term of this Agreement and subject to the provisions of this Agreement, PSP hereby engages You and You hereby agree to be engaged as RSP. As RSP, PSP will allow you to access the Website and/or Platform and will assign You with the IRCTC ID which shall enable You to provide IRCTC Services to Consumers.
  • During the Term and subject to the provisions of this Agreement, and unless otherwise specified by PSP, the Retail Service Provider shall at its Retail Outlet:
    • Assist Consumers in utilizing IRCTC Services;
    • Provide such services to Consumers as is intimated in writing by PSP; and/or
    • Undertake such other activities as instructed by the PSP from time to time.
  • RSP acknowledges and agrees that its appointment is subject to its continuance compliance with the provisions of this Agreement.
  • PSP shall, in order to ensure continuous provisioning of IRCTC Services on Website / Platform, require RSP to maintain an amount in advance with PSP either directly or with the assistance of Channel Partner from time to time. PSP may restrict certain/all transactions on Website / Platform in relation to the IRCTC Services on account of insufficiency of such advance amount as is required for providing IRCTC Services. The determination of such sufficiency / insufficiency shall be at Company’s sole discretion.
  • Renewal of IRCTC ID: PSP shall issue a notification to the RSP for renewal of its IRCTC ID 75 (seventy-five) days prior to the date of its expiry. RSP shall have the option to, within a period of 15 (fifteen) days of such notification, either:
    • Decline such renewal; or
    • Make payment of the yearly renewal fees for renewal of IRCTC ID.
    The RSP shall be deemed to have agreed to renewal of its IRCTC ID in the event that it fails to decline such renewal within the aforementioned 15 (fifteen) day period. In the event that the RSP fails to exercise either of the options during the aforementioned 15 (fifteen) day period, PSP shall be authorized to deduct the yearly renewal fees from the advance amount maintained by the RSP with the PSP during the remaining 60 (sixty) days prior to the expiry of the IRCTC ID without any notification to the RSP, and subject to availability of adequate funds in such advance amount. In the event of successful payment of the yearly renewal fees, either by the RSP or by the PSP through deduction from advance amounts maintained by RSP, the IRCTC ID shall be renewed for a further period of 1 (one) year. Upon failure of such payment, the IRCTC ID shall be deactivated at the due date of its expiry, i.e., 75 (seventy-five) days from the first notification. It is hereby clarified that RSP shall continue to have access to its IRCTC ID and IRCTC Services up to the date of its expiry even in the event that it declines renewal of the IRCTC ID not less than 60 (sixty) days in advance of its expiry.
  • During the Term of this Agreement and subject to the provisions of this Agreement, RSP hereby authorizes the PSP to:
    • Deduct the yearly renewal fees paid by the PSP to IRCTC on behalf of the RSP for the purpose of providing access to the IRCTC Services from the advance amount maintained by the RSP with the PSP, in the manner specified in sub-clause (v) above;
    • Deduct any penalty/fine imposed by IRCTC on the PSP, in case of any default and/or failure on the part of the RSP in complying with the guidelines issued by IRCTC in relation to performance of activities by the RSP while providing IRCTC Services, from the advance amount maintained by the RSP with the PSP; and/or
    • Limit/block access to the IRCTC ID of the RSP in case of default and/or failure on the part of the RSP in complying with the guidelines issued by IRCTC in relation to performance of activities by the RSP while providing IRCTC Services or in case of any default in complying with the instructions given by the PSP from time to time.
  • RSP agrees and acknowledges that IRCTC and/or PSP shall have the right to limit, restrict or block access to the IRCTC ID of the RSP and/or temporarily or permanently, suspend or terminate the IRCTC ID of the RSP in the event that the RSP does not access IRCTC Services through its IRCTC ID or does not use its IRCTC ID in any manner for a period exceeding 6 (six) months.
  • During the Term of this Agreement, RSP hereby agrees and undertakes to ensure compliance with the guidelines issued by the IRCTC in relation to the performance of the IRCTC Services which are available at https://contents.irctc.co.in/en/Agent_Policy.pdf.

4.FEES AND EXPENDITURE

• In consideration of the Company making available the Platform, Website and/or Company Services
  • Company shall be entitled to a Platform service fee (“Platform Service Fee”) as may be intimated by Company from time to time and/or published on Website and/or Platform from time to time.
  • Company shall also be entitled to receive/deduct any other service fee from Retailer/CSP/Agents for any services provided by the Company to Retailer/CSP/Agents as may be intimated by Company from time to time and/or published on Website and/or Platform from time to time.
• In addition to the limited right to use the available Platform, Website and/or Company Services
  • Depending upon the nature of Services being provided by Retailer/CSP/Agents, it may be entitled to commission, discount or service fees, or such other remuneration from the Customer, and/or Company (collectively the “Retailer/CSP/Agents Service Fees”) for the Services, as may be intimated by Company from time to time or published on Website from time to time.
• Retailer/CSP/Agents shall be responsible for payment of its own Taxes
  • Of whatever nature, in respect of all sums payable by Company to Retailer/CSP/Agents under this Agreement.
• In relation to certain Company Services
  • Retailer/CSP/Agents may be required to maintain such security deposit as may be intimated by Company and/or Channel Partner from time to time.
• Business Inactivity and Platform Fee
  • Business Inactivity
    • Your Retailer 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.
  • Platform Fee
    • If you are a registered RNFI agent 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.
    • The Platform Fee is designed to support ongoing updates, enhancements, and maintenance, ensuring a consistently excellent user experience for our agents.
    • Post the Business Inactivity Period, a notification of Seven (7) days (“Notice Period”) will be sent to you for logging in to the RNFI account. Upon receiving the notification, by simply performing financial transaction in to your e-ledger account, you become an active user and the Platform Fee will no longer be applicable to you.
    • 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.
    • You agree and confirm that, If you do not perform financial transaction within the Notice Period, the Platform Fee will be levied post expiry of the Notice Period subject to terms and conditions herein. The Platform Fee levied shall be Rs. 300 monthly.
    • To avoid the e-ledger Maintenance Charges, you may do the following:
      • You may simply perform financial transaction within seven (7) days from receiving the notification from RNFI.
      • In the event you miss the initial Notice Period of 7 days, you can still perform financial transaction on RNFI platform using your account, within the next Ten (10) days and In such cases, the Platform Fee will be refunded, credited back, or provided as Cashback to you.
    • You agree and confirm that, The Platform Fee will be deducted from the existing e-ledger balance itself.
    • 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.
    • 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.
    • 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.
    • To delete your account maintained with RNFI, permanently, raise a ticket/request for deletion to customer care.

5. OBLIGATIONS OF THE RETAILER/CSP

• 5.1. During the Term, the Retailer/CSP shall render the Services by and through himself, such of its officers, employees, agents, representatives, and affiliates as it shall designate, from time to time. Notwithstanding anything to the contrary contained in this Agreement, Company shall have the right at any time, to modify, alter and amend the Services, including the manner, procedure, process in which the Retailer/CSP/Agents will be required to perform the Services and the Retailer/CSP/Agents shall be bound by all such modifications, alterations and amendments made by Company.
• 5.2. It is hereby agreed between the Parties and declared for the avoidance of doubt that the Retailer/CSP/Agents shall only market, promote or make available such Company Services as are permitted expressly by Company. Company shall at all times, have the right to direct the Retailer/CSP to discontinue making available any of the Company Services at the Retail Outlet without assigning any reason whatsoever.
• 5.3. The Retailer/CSP/Agents agrees and declare that, he possesses the necessary infrastructure and equipment required at the Retail Outlet including but not limited to any minimum area requirements of the Retail Outlet, computer terminals, peripherals attachments, internet and broadband connectivity, mobile device and/or any such device with GPRS connectivity, HTML enabled, which is compatible enough to run Software/ Company Services etc., for effectively making available the Company Services (“Specifications”). The Retailer/CSP/Agents shall ensure compliance with the Specifications at all times at its sole expense. Further, the Retailer/CSP/Agents shall at all times during the Term, display the Company signage, signboards, logos, etc. at a prominent place in the Retail Outlet strictly in accordance with the instructions provided by Company in this regard.
• 5.4. Company may, at its sole discretion and with or without consideration, provide training manuals, technology support, ongoing advice and assistance to the Retailer/CSP and designated employees of the Retailer/CSP including without limitation the provision of brochures, pamphlets, charts, signboards, signage and other materials for the purposes of advertisement, promotion and marketing the Company Services. Any materials supplied by Company shall be utilized solely in relation to the provision of Services and the Retailer/CSP/Agents shall ensure that such materials are not utilized for any other purpose.
• 5.5. 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, Retailer/CSP/Agents/CSP shall inform to Channel Partner or Company 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.
• 5.7. CSP, shall 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 itself or its employees/personnel, with RNFI as the loss payee/beneficiary.
• 5.8. Retailer/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.
• 5.9. Company may, in the interest of making available Services to Consumers, allow Retailer to provide Services from a location other than a Retail Outlet subject to Applicable Law and rules intimated by Company in this regard.
• 5.10. CSP, shall at its own costs, maintain & record each enrolment or transaction(s) in the respective register along with the signatures of the respective customer.
• 5.11. You shall retain the Charge Slip(s) ("Charge Slip" means the form generated while using the Digital POS after payment for Transaction is undertaken by Customer) and the bills/invoices pertaining to the Charge Slip for a period of 18 months from submission date or such further period as Bank may stipulate from time to time and make those promptly available to Bank on request. The Customer's copy of the charge slip is to be provided to the Customer duly completed and when RNFI representative requests for a particular Charge Slip, the same shall be handed over to RNFI promptly and without fail.
• 5.12. You will be solely responsible for all risks and liability arising out of Transactions, including but not limited to payment instructions, Chargebacks and any fraud with regards to Your business.
• 5.13. You shall be solely responsible for any Chargebacks raised or fraudulent Transactions by You and/or Customers.
• 5.14. You will be solely responsible for all risks and liability arising out of Transactions, including but not limited to payment instructions, Chargebacks and any fraud with regards to Your business.
• 5.15. You shall reimburse RNFI in case of Chargebacks as received by RNFI from the Bank.
• 5.16. You agree that any charges accepted by You, which proves to be uncollectable, and which was incurred in any of the following circumstances shall be exclusively Your financial responsibility. You agree to the non-payment of such charges or the Chargeback of such uncollectable charges (as the case may be) by Bank/RNFI, without any demur or protest:
  • a. Any transaction which is not a valid transaction.
  • b. Any charge incurred involving the forgery of the Customer's biometric data or any other Aadhaar related information, and/ or where the Bank reasonably believes the transaction to be irregular and/ or fraudulent.
  • c. Any charge incurred which involves a Charge Slip which is incomplete or illegible as to the Customer's name, or any other Aadhaar related details of the Customer.
  • d. Any charges without prior Authorization of Bank as provided in this agreement.
  • e. Any charges for merchandising or services in an amount in excess of the advertised price.
  • f. Any charges with respect to which a Customer refuses to pay because the Product purchased from the CSP were not delivered or are not as promised or the merchandise was defective or services deficient in any respect.
  • g. There is a violation of the terms and conditions in relation to a Transaction or any CSP operating instructions.
  • h. Change of "Business Activity"/ "Business Name"/ "Business Location" without informing to RNFI and acceptance of change by RNFI.
• 5.17. You are required to adhere consistently to the instructions, directions, guidelines, and policies issued by RNFI regarding the fulfillment of your responsibilities as a CSP under these Terms. Additionally, you must comply with all relevant provisions and maintain accurate records, registers, books, papers, and information as mandated by Applicable Laws. These records must be available for inspection and audit, including the provision of extracts, upon request by RNFI, RBI, Banks, the National Payments Corporation of India (NPCI), service providers, or other authorized statutory bodies. This includes adherence to guidelines and standards established under the Bharat Bill Payment System by NPCI and RBI, as well as compliance with KYC, Anti-Money Laundering, and Financial Terrorism regulations as prescribed by RBI, NPCI, and other relevant authorities. Furthermore, you must respond to requests and directives from Banks and Service Providers concerning your engagement with RNFI as its CSP. You are also required to submit periodic reports, returns, statements, certificates, and other documents as requested by RNFI, RBI, Banks, NPCI, service providers, or any other competent statutory authorities, or as stipulated under Applicable Laws.
• 5.18. You are responsible for conducting thorough identification and verification of customers and ensuring compliance with all Know Your Customer (KYC) requirements as mandated by Applicable Law and RNFI's policies, which may be updated periodically. This must be completed before initiating any transactions requested by the customer. You must collect, securely store, and provide RNFI with KYC documents (including those related to identity and address verification) in either electronic or physical form, as specified by RNFI. During the customer enrollment process for service provision, you are required to meet with customers, collect the KYC documents as specified by RNFI, and obtain a duly signed application form where applicable. You must also gather any additional details required by RNFI. When comparing the collected KYC document copies with the originals, you should mark the copies with an "Original Seen and Verified" stamp and your signature. For this specific task of verifying and stamping KYC documents, you will be considered an authorized officer of RNFI.
• 5.19. You agree to maintain the utmost secrecy and confidentiality of the login user ID and password provided to you, and you shall not disclose these credentials to any third party. You acknowledge that you are solely responsible for any unauthorized use or disclosure of your user ID and password. RNFI shall not be liable for any losses, claims, or liabilities arising from or related to such unauthorized use or disclosure.
• 5.20. In case RNFI finds any fraudulent activity by a Retailer/CSP through its own or through any 3rd party (intimation) in such case Retailer/CSP shall facilitate the RNFI in the investigation and assist the RNFI in recovering the fraud amount, however in case RNFI fails to recover the said fraud amount, RNFI has the sole right to Debit/lien the e-value from the Retailer/CSP equivalent to the fraud amount.
• 5.21 The RNFI retains the sole right of forfeiting the E-value in case of any fraudulent acts on part of Retailer/CSP.
• 5.22 The Retailer/CSP 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) with RNFI as the loss payee/beneficiary

6. TERM AND TERMINATION

• Term
  • This Agreement will be effective from the Effective Date and shall remain valid and renewed every year renewed or extended automatically unless terminated earlier in accordance with Clause 6.2 of this Agreement (“Term”).
• Termination
  • 6.2.1. During the period commencing from the Effective Date and expiring on 24 (twenty-four) months from the Effective Date, (the "Lock-in Period") Retailer/CSP/Agents cannot terminate this Agreement.
  • 6.2.2. After the expiry of the Lock-in Period, the Retailer/CSP/Agents may terminate this Agreement by giving a 90 (ninety) days written notice to the Company.
  • 6.2.3. The Company shall have the right to terminate this Agreement immediately upon the occurrence of an “Event of Default”. For purposes of this Agreement, the term “Event of Default” shall have occurred if:
    • (i) if there is a Material Breach by Retailer/CSP/Agents that remains uncured even after the expiry of 15 (Fifteen) Business Days after the date of a written notice issued by the Company of such occurrence;
    • (ii) if the agreement between the Company and the Channel Partner is terminated; or
    • (iii) if an order is made by a court of competent jurisdiction, or a resolution is passed, for the liquidation, bankruptcy, insolvency or administration of Retailer/CSP/Agents or a notice of appointment of an administrator of Retailer/CSP/Agents is filed with a court of competent jurisdiction.
  • 6.2.4. In addition to the foregoing, Company may terminate this Agreement at any time by giving a 30 (thirty) days written notice to the Retailer/CSP/Agents.
• Survival of Rights and Obligations
  • 6.3. The rights and obligations of the Parties under this Agreement, which either expressly or by their nature survive the termination of this Agreement, shall not be extinguished by termination of this Agreement.
• Effect of Termination
  • 6.4. The termination of this Agreement in any of the circumstances aforesaid shall not in any way affect or prejudice any right accrued to any Party against the other Parties, prior to such termination.

7. CONSEQUENCES OF TERMINATION

• 7.1. Upon termination of this Agreement for any reason as stated in Clause 6 above, the Retailer/CSP/Agents shall:
  • 7.1.1. immediately cease to utilize, promote, market or advertise Company’s products and/or services including but not limited to Company Services;
  • 7.1.2. immediately discontinue to utilize any Intellectual Property including but not limited to logo and name of the Company and shall immediately hand over any and all copies or documentation of such Intellectual Property;
  • 7.1.3. immediately return to Company all Confidential Information provided to Retailer/CSP/Agents under the Agreement including but not limited to all information and data with respect to the SD/P/D and the Customer;
  • 7.1.4. immediately return to Company originals and copies of any and all materials provided to Retailer/CSP/Agents pursuant to this Agreement or in the course of provision of the Services, including any publicity and marketing materials in its possession;
  • 7.1.5. immediately discontinue and cease to use the Platform and/or any Software provided by Company and shall hand over any copies or documentation of such software and shall purge such software or cause it to be purged from all human and machine readable media (or other memory devices);
  • 7.1.6. provide remote access to Company to disable any software that Company and/or SD/P/D had installed;
  • 7.1.7. immediately remove all signboards, banners, glow signboards and all such material which indicates any association with Company from the Retail Outlets, its office and any other premises; and
  • 7.1.8. confirm in writing to the Company of having complied with the provisions of this Clause 7.1.
• 7.2. Upon termination of this Agreement for any reason as stated in Clause 6 above, the Company reserves the right at its sole discretion to terminate or suspend the Retailer/CSP/Agents Business Account.
• 7.3. Upon notice of termination from either Party, Retailer/CSP shall perform all the obligations under this Agreement during the notice period. Any waiver of the forgoing obligation should be at the absolute discretion of the Company and such waiver shall only be valid if given in writing by the Company.
• 7.4. Retailer/CSP/Agents hereby agrees and undertakes that it shall grant the Company, its employees or agents, access to its offices/place of business and information technology systems for a period of 60 (sixty) days after termination for the verification of its compliance under Clause 7 of the Agreement.

8. REPRESENTATIONS WARRANTIES AND UNDERTAKING

• Retailer/CSP/Agents represents and warrants to the Company that the execution and delivery by Retailer/CSP/Agents of this Agreement does not, and the performance by Retailer/CSP/Agents of his obligations hereunder will not, with or without the giving of notice or the passage of time, or both:
  • 8.1.1. violate any judgment, writ, injunction, or order of any court, arbitrator, or governmental agency, applicable to Retailer/CSP/Agents; and / or
  • 8.1.2. conflict with result in the breach of any provisions of or the termination of, or constitute a default under, any agreement to which the Retailer/CSP/Agents is a party or by which Retailer/CSP/Agents is or may be bound, including, without limitation, any non-competition, non-solicitation agreement or similar agreement.
• Retailer/CSP/Agents further represents and warrants that it fully and completely understands this Agreement and the financial requirements and risks associated with the same and that:
  • 8.2.1. it has the power, financial and legal capacity to execute, deliver and perform its obligations under this Agreement and all necessary corporate, shareholder and other actions have been validly obtained to authorize such execution, delivery and performance, and this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms; and
  • 8.2.2. it has engaged in negotiations with the Company and has either consulted with an attorney of his choice or has had ample opportunity to do so and is fully satisfied with the opportunity it has had.
• Retailer/CSP/Agents hereby represents, agrees and undertakes that:
  • i. it shall at all times ensure compliance with Applicable Laws, the provisions of Agreement, Company Rules and instructions provided by the Company or channel partner of RNFI, from time to time;
  • ii. the information provided at the time of onboarding is complete and accurate and if there is any change in such information it shall inform the Company immediately of such change;
  • iii. it shall at all times during the term of the Agreement, ensure that it has the financial and legal capacity to perform its obligations under the Agreement including but not limited to providing Services;
  • iv. it shall not at any point undertake or facilitate, any cash collection through any officer, employee, agent of the Company. It is fully aware that it shall be solely responsible for any such cash collection or settlement and shall indemnify and hold harmless the Company from any loss arising out or in relation to such cash transaction/collection;
  • Retail Outlets
    • v. that all times during the term of the Agreement, the Retail Outlets shall comply with the Specifications;
    • vi. that all Services shall be provided solely through the Platform and/or Website or are recorded therein and no offline transactions are undertaken and/or no such fake/false receipts are issued by the Retailer/CSP/Agents for any transaction done by the Retailer/CSP/Agents which are not transacted through Platform and/or Website;
    • vii. at all times during the Term of the Agreement, it shall ensure that no other services of the same and/or similar nature to Services that Retailer/CSP is authorized to provide by Company;
    • viii. it shall ensure that and shall not cause or permit to be made available in the Retail Outlet: (a) any material that may not be made available to the public under Applicable Law, including without limitation any vulgar, obscene, pornographic, misleading, defamatory, libelous, offensive, derogatory, threatening, harassing, abusive or violent content and/or (b) carry out any activity that is not permitted under Applicable Laws or is reasonably considered to be immoral or against public interest;
    • ix. at all times during the Term of this Agreement, it shall bear all costs and/or incidental expenses including without limitation all fees for application, license fees, charges and Taxes, in relation to the provision of Services and/or operating the Retail Outlet;
    • x. at all times during the Term of this Agreement, the Retail Outlet shall be open for business during normal business hours, or as permitted by Applicable Laws or such other time period as Company may specify from time to time;
  • Employees
    • xi. it shall be solely responsible for all such personnel employed by him, including payment of wages, making of contributions under Applicable Laws such as the Employees Provident Fund and Miscellaneous Provisions Act, 1952, the Employees State Insurance Act, 1948, etc.;
    • xii. it acknowledges that it shall be solely responsible for all acts and omissions of its employees, subordinates, agents, aforesaid assignees or other personnel engaged by the Retailer/CSP;
    • xiii. it shall make correct and accurate representations of the services offered by Company including Company Services to Consumers;
    • xiv. it shall not at any point and to any Person make any communication regarding the services offered by Company unless authorized by Company in writing;
    • xv. it shall, unless otherwise intimated in writing by the Company, follow the instructions provided by Channel Partner with respect to Company Services;
    • xvi. it shall immediately inform the Company and the relevant Channel Partner of any circumstances that can cause damage to the business, goodwill and reputation of Company;
    • xvii. it shall work exclusively for the Company during the Term and shall not provide its services to any other Person, unless so permitted by Company in writing;
    • xviii. during the Term and for a period of 1 (one) year thereafter, it shall not, directly or indirectly, either individually or through any Person (including through its employees, Affiliates or relatives or in a firm where the Retailer/CSP or any relative or nominee of the Retailer/CSP is a Retailer/CSP/Channel Partner, or in any company where the Retailer/CSP or any relative or nominee of the Retailer/CSP is a director or shareholder):
      • (a) be appointed as a Retailer/CSP or Channel partner for any other Person that is carrying out any business that is same or similar to Competing Business or is in competition to business carried by the Company and/or the Related Entities; and/or
      • (b) engage or be interested (as a stockholder, director, officer, trustee, consultant, or otherwise), either individually or through any Person, in any other business, which undertakes, anywhere in India or elsewhere, any activity, which is competitive with Company’s and/or Related Entities’ business activity without the prior written consent of Company, which Company may withhold at its sole discretion.
    • xix. it shall not encroach upon/solicit business in the territories assigned to other business partners, Channel Partner of the Company. In the event of disputes between the Retailer and any such other Channel partner of Company, such disputes shall be resolved by an officer appointed by Company in this regard, whose decision shall be final and binding;
    • xx. it shall maintain accurate and proper accounts of all transactions between channel partner and itself in the form prescribed and updated by Company from time to time;
    • xxi. it shall observe proper ethics and transparency in all its actions in the course of provision of the Services and shall not, in any circumstances, take any action or make any statement that may mislead any Person;
    • xxii. it shall not provide any discounts on the prices fixed for various products/services by Company except with Company’s prior written consent;
    • xxiii. it shall promote the sale of Company’s products/services in accordance with the publicity and marketing guidelines issued by Company from time to time;
    • xxiv. it shall make all efforts to settle any disputes that may arise between itself and Consumers amicably and in event any such dispute is referred to a consumer forum or other competent authority, shall provide all assistance in the settlement of the dispute;
    • xxv. it shall be solely responsible for and hereby undertakes to strictly comply with all Applicable Laws in connection with the provision of Services and shall obtain and maintain in full force and effect all Approvals, registrations required under Applicable Laws for the operation of the business and provision of the Services, including the exhibition of sign boards and/or neon/advertising signs, etc., at its expense;
    • xxvi. it shall ensure regular and timely payment and deposit of all Taxes as applicable from time to time with the relevant authorities;
    • xxvii. it shall obtain Company’s prior written approval for any change in its constitution and/or location of its Retail Outlet and other place of business;
    • xxviii. it shall use its best endeavours and take such steps as Company may reasonably require to ensure that its management and staff keep confidential the contents of this Agreement and/or all information they obtain about Company’s business which is not available to the general public;
    • xxix. it is aware and acknowledges that the services provided by the Company including Company Services is provided on an “as is” and “as available” basis and that the use of Company Services by Retailer/CSPs and/or Consumers is at the Retailer/CSP’s own risk;
    • xxx. it is aware and acknowledges that the Company does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party including the Financial Services being provided by various service providers through Company Services or Platform or any hyperlinked website or service;
    • xxxi. it shall not, without Company’s prior written approval, either on its invoices, letterheads or any other place or by any other means, orally or in writing, make any statement or representation, calculated or liable to induce others to believe that the Retailer/CSP is the agent of Company or do any act, deed or things to bind Company in any way in dealing with any third party(ies).

9. RIGHTS OF THE COMPANY

• 9.1. Suspension of Company Services by Company
  • (i) Retailer/CSP agrees and acknowledges that Company reserves the right to suspend and/or terminate the provision of Company Services if Retailer/CSP and/or CHANNEL PARTNER has:
    • (a) violated or is likely to violate the terms of this Agreement or any other agreement it has with Company or any of the Company Rules;
    • (b) violated or is likely to violate any of the Applicable Law related to the services provided by it including the Services; and/or
    • (c) provided any false, incomplete, inaccurate or misleading information or otherwise engaged in fraudulent or illegal conduct.
  • (ii) Retailer/CSP agrees and acknowledges that the Company reserves the right to suspend and/or terminate the provision of Company Services:
    • (a) if Company is mandated to do so under Applicable Law and instructions from Governmental Authority;
    • (b) for recovery of any of its dues under the Agreement;
    • (c) for any suspected violation of any rules, regulations, orders, directions, notifications issued by Governmental Authority from time to time;
    • (d) for any discrepancy or suspected discrepancy in the particular(s) or documentation provided by customer, Retailer/CSP and/or CHANNEL PARTNER;
    • (e) due to technical failure, modification, upgradation, variation, relocation, repair, and/or maintenance due to any emergency or for any technical reasons;
    • (f) due to any act/omission/failure on part of the service provider providing the relevant company Services; and/or
    • (g) for any other reason that Company deems appropriate in the best interests of Business.
• 9.2. Right to Set off and Withhold Payment
  • Retailer/CSP agrees and acknowledges that Company reserves the right at any time to (without notice to Retailer/CSP) set off and apply any or all sums due and payable by Company to Retailer/CSP under this Agreement, and/or any or all sums of money held in accounts with Company and/or CHANNEL PARTNER against:
    • (i) any or all sums due and payable by Retailer/CSP to Company under this Agreement;
    • (ii) the amount of any liability incurred by Retailer/CSP against Company under this Agreement;
    • (iii) any amount erroneously paid to Retailer/CSP by Company and/or CHANNEL PARTNER; and/or
    • (iv) any statutory liability of Retailer/CSP including payment of applicable Taxes that Retailer/CSP has failed to pay to the relevant Governmental Authorities.
• 9.3. Data Collection and Privacy
  • (i) You hereby consent to RNFI and/or the Bank using your personal information, including sensitive personal data, and to sharing this information with government, statutory, regulatory, law enforcement authorities, agencies, and payment networks for monitoring and reporting purposes.
  • (ii) Retailer/CSP shall not collect and/or share any data with respect to the Consumers for itself or any other third party. Retailer/CSP agrees and acknowledges that Company shall be the sole owner of all data including Consumer data collected/generated under any transaction utilizing the Platform and/or the Company Services; and Company shall be free to share such consumer data with Related Entities.
  • (iii) In addition to the foregoing, the Parties agree and acknowledge that the Company may collect financial and other data from CHANNEL PARTNERs, Consumers, Retailer/CSPs and may utilize the same for undertaking a credit check through agencies such as Credit Information Bureau (India) Limited for the purpose of recommending them for suitable credit facilities to be provided by financial institutions. In relation to the same, Retailer/CSP:
    • (a) undertakes to assist the Company in collection of such financial data;
    • (b) undertakes to keep such data confidential; and
    • (c) agrees and acknowledges that Company is the sole owner of such financial data and that such financial data would be Confidential Information for the purpose of this Agreement.
  • (v) We may collect Your Personal Information when You successfully submit information while creating Your Relipay Account on Platform (“User Information”). User Information is the data that can be used to uniquely identify or contact a person and/or the business entity that a person represents and shall include, but not be limited to, Your Information including Accounts/Contacts details, device Information, Camera & Media and your Location and such other information for the purposes of identification and verification.
  • (vi) Without prejudice to the generality of paragraph (v) above, We may request such additional User Information as may be required for accessing and availing any Services through Platform as may be specified in the terms and conditions of use of such Service.
  • (vii) By creating a Relipay Account and by accessing Services, You authorize Us to collect, store, process, handle and use such User Information, in accordance with this Policy and any other terms and conditions of use of Platform and/or Services (as amended from time to time).
  • (viii) We may share Personal Information such as Your name, mobile number and email address with third party service providers appointed by Us for sending SMS / Email communications to You in relation to Platform and/or Services. We ensure that such third party service providers maintain strict confidentiality of Your Personal Information.
  • (ix) Relipay uses your personal information and sensitive personal information to create an account using your google accounts available in your device, to allow and read only access to phone state including phone number and current cellular network information and camera/media access for capturing the snapshot of PAN and other documents, & location to verify address of your application and enhance the operation of this site and to allowing you to use all of its features and respond to your requests for information. We may contact you about new features or services in which we believe you may be interested.
  • (x) All of the information collected by Company Retailer/CSP is subject to the privacy policy available at RNFI Website.
• 9.4. Fraud Management
  • In the event of a fraud, Retailer/CSP 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 retailers/agents/CSP’s;
    • (c) Retailer/CSP 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 Retailer/CSP or any of the staff of Retailer/CSP.

10. NON SOLICITATION AND NON DISCLOSURE COVENANTS

• 10.1. Acknowledgement of Trust and Confidentiality

  Retailer/CSP/Agents acknowledges that its services hereunder are of a special, unique character, and its strategic business partnership with the Company places it in a position of confidence and trust with customers, suppliers, and other persons and entities with whom the Company has a business relationship.

• 10.2. Acknowledgement of Confidential Information

  Retailer/CSP/Agents further acknowledges that the rendering of services under this Agreement will likely require the disclosure to the Retailer/CSP/Agents of Confidential Information including Trade Secrets. As a consequence, Retailer/CSP/Agents agrees that it is reasonable and necessary for the protection of the goodwill and legitimate business interests of the Company that the Retailer/CSP/Agents makes the covenants contained in this Clause 10 and that such covenants are a material inducement for the Company to enter into this Agreement, and that the covenants are given as an integral part of this Agreement.

• 10.3. Non-solicitation Covenants

  Retailer/CSP/Agents agrees that during the Term of the Agreement and 1 (one) year after the termination of the Agreement, it will not engage in the following acts:

  • (10.3.1) directly or indirectly assist, promote or encourage any other Retailer/CSP/Agents, Consumer existing or potential employees, customers, clients, or vendors of the Company or any other Retailer/CSP/Agents, as well as any other parties which have a business relationship with the Company to terminate, discontinue, or reduce the extent of their relationship with the Company;
  • (10.3.2) directly or indirectly offer employment to, enter into a contract for the services of, or attempt to solicit or seek to entice away from the Company any individual who is at the time of the offer:
    • (a) a director, officer or employee with the Company and its Affiliates;
    • (b) client of the Company and/or its Affiliates; and/or
    • (c) or procure or facilitate the making of any such offer or attempt by any other Person.
  • (10.3.3) disparage the Company, any Related Entities, and/or any shareholder, director, officer, employee, or agent of the Company or any Related Entity; and/or
  • (10.3.4) engage in any practice, the purpose of which is to evade the provisions of this Clause 10 or commit any act which adversely affects the Company, any Related Entity, or their respective businesses.
• 10.4. Disclosure of Confidential Information

  Retailer/CSP/Agents acknowledges that the Confidential Information and all other confidential or proprietary information with respect to the business and operations of the Company and Related Entities are valuable, special, and unique assets of the Company. Accordingly, Retailer/CSP agrees not to, at any time whatsoever either during or after the term of this Agreement disclose, directly or indirectly, to any Person, use or authorize any Person to use, any Confidential Information without the prior written consent of the Company.

• 10.5. Prevention of Premature Disclosure of Confidential Information and Trade Secrets

  Retailer/CSP/Agents agrees and acknowledges that, because the success of the Company is heavily dependent upon maintaining the secrecy of the Company’s Confidential Information and Trade Secrets and preventing the premature public disclosure of the Company’s proprietary information and technology including its Confidential Information and Trade Secrets, the Retailer/CSP/Agents agrees to use his best efforts and highest degree of care, diligence, and prudence to ensure that no Confidential Information, Trade Secret prematurely leaks or otherwise prematurely makes its way into the public domain or any public forum, including, without limitation, into any trade publications, internet chat rooms, social media platforms or other similar forums.

• 10.6. Reporting Premature Disclosure

  In the event that the Retailer/CSP/Agents becomes aware of any premature leak of Confidential Information or Trade Secret or becomes aware of any circumstances creating a risk of such a leak, the Retailer/CSP/Agents shall immediately inform the management of the Company, of such leak or of such circumstances.

• 10.7. Use, Removal, and Return of Proprietary Items
  • (10.7.1) Retailer/CSP/Agents shall utilize the Proprietary Items only to the limited extent of undertaking the Services in accordance with the terms of this Agreement and as instructed from the Company from time to time.
  • (10.7.2) Retailer/CSP/Agents shall not and ensure that the Consumers shall not utilize the Platform and/or Company Services in any manner that is not explicitly permitted in the Agreement.
  • (10.7.3) Retailer/CSP/Agents shall not and ensure that the Consumers shall not transmit by any means, electronic or otherwise, any Proprietary Items.
  • (10.7.4) Retailer/CSP/Agents recognizes that, as between the Company and the Retailer/CSP/Agents, all of the Proprietary Items, whether or not developed with the assistance of the Retailer/CSP/Agents, are the exclusive property of the Company. Immediately, upon termination of this Agreement (regardless of the reason for termination), or upon the request of the Company during the term of this Agreement, the Retailer/CSP/Agents shall return to the Company all the Proprietary Items, Confidential Information, Trade Secret or any part thereof in Retailer/CSP/Agents possession or subject to Retailer/CSP/Agents control, and the Retailer/CSP/Agents shall not retain any copies, abstracts, sketches, or other physical embodiment of any of the Proprietary Items, Confidential Information, Trade Secret or any part thereof.

11. INTELLECTUAL PROPERTY

• 11.1. Grant of License

  During the Term, Company hereby grants Retailer/CSP/Agents a limited non-exclusive, non-transferable, non-sub-licensable, non-assignable right to use the Platform and Software solely for the purpose of provision of the Services as contemplated under this Agreement, which may be revoked by Company at any time and without assigning any reason at its discretion.

• 11.2. Restrictions on Use

  Retailer/CSP/Agents shall not sublicense, assign or otherwise transfer the Software to any Person and is expressly prohibited from distributing, sublicensing, assigning, transferring or otherwise, the Software, or other technical documentation pertaining thereto, or any portions thereof in any form.

• 11.3. Use of Third-Party Software

  Retailer/CSP/Agents may utilize any third party software other than the Software only with Company’s prior written consent. Further, the Retailer/CSP/Agents shall ensure that such third party software is validly licensed and installed.

• 11.4. Grant of Limited Right to Use Intellectual Property

  Further, Subject to the provisions of this Agreement, Company hereby grants a temporary, limited, revocable, conditional, non-exclusive, non-sub-licensable, non-transferable right to use the Intellectual Property, during the Term and solely for the purpose of and to the extent necessary for providing the Services and in accordance with the directions and specifications as, from time to time, communicated or approved by Company in writing.

• 11.5. Retention of Intellectual Property Rights

  Company shall retain all rights over all its Intellectual Property, including the Software and/or Platform, its name and logo and all rights relating to the publicity and marketing materials. Retailer/CSP hereby acknowledges that:

  • (i) the execution of this Agreement does not amount to any transfer to it of any Intellectual Property rights held by Company prior to the execution of this Agreement, nor does this Agreement in any way limit Company’s rights over its Intellectual Property, including the right to license to others; and
  • (ii) any and all goodwill arising from Retailer/CSP’s use of Company’s Intellectual Property shall inure exclusively to Company without any compensation.
• 11.6. Obligations Regarding Intellectual Property

  Retailer/CSP hereby agrees and undertakes that at any time:

  • (i) it shall not take any action, which shall or may impair Company’s right, title or interest in the Intellectual Property, or create any right, title or interest therein or thereto, adverse to that of Company;
  • (ii) it shall not use the Intellectual Property together with any other mark or marks or any other part of trademark;
  • (iii) it shall not misuse or permit such unauthorized use of the Intellectual Property;
  • (iv) It shall use the Intellectual Property only in the form and manner stipulated by Company from time to time and shall observe any directions given by Company from time to time, including as to the colours and size of the representations of the logo, the manner and disposition on any printed matter including the signage on the interior and exterior of the Retailer/CSP’s office premises and any accompanying leaflets, brochures or other advertising materials prepared by the Retailer/CSP etc.;
  • (v) it shall not use the Intellectual Property that is not previously provided for by Company without Company’s prior written consent;
  • (vi) it shall bring to Company’s notice all cases of infringement or passing off of Company’s Intellectual Property or registration or attempted registration of the same or of any other intellectual property similar thereto. In the event Company undertakes any opposition to or any action to restrain or punish such act or acts, the Retailer/CSPs agrees to cooperate fully and freely with Company in the same. If required by Company, the Retailer/CSP shall permit Company to undertake such opposition or action in the name of the Retailer/CSP. The costs of any such action shall be borne by the Parties in such proportion as may be mutually agreed upon; and
  • (vii) it shall render to Company all assistance in connection with any matter pertaining to the protection of the Intellectual Property whether in courts, before administrative agencies, within or without India, or otherwise.

12. INDEMNIFICATION

• 12.1. Indemnification

  Retailer/CSP/Agent shall indemnify, defend and hold Company and Related Entities harmless (including their respective employees, directors, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, chargebacks, judgments, tax assessments, penalties, interest and expenses (including without limitation attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises or relates to:

  • (i) any actual or alleged breach of the Retailer/CSP/Agents’ representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of Company Rules;
  • (ii) wrongful or improper use of Company’s technologies and Intellectual Property;
  • (iii) violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; and/or
  • (iv) violation of any law, rule or regulation of India or any other country.
• 12.2. Limitations on Liability

  Notwithstanding anything stated in this Agreement or in any other document:

  • (a) It is hereby clarified that Retailer/CSP/Agent shall be liable for Chargebacks, Indemnity, willful misconduct, fraud or gross negligence by them or their personnel.
  • (b) RNFI shall not be liable to the Retailer/CSP/Agent for any direct, indirect, special, incidental, or consequential damages under any form or theory of action whatsoever, whether in contract, tort, negligence, strict liability, equity or otherwise, including, without limitation, lost profits, overheads, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if advised of the possibility thereof.
• 12.3. Third-Party Claims

  Retailer/CSP/Agent shall also indemnify RNFI for any charges, claims, liabilities and costs which are raised by any third party against RNFI in connection to the service offered to the Retailer/CSP/Agent.

• 12.4. Data Security Issues

  Retailer/CSP/Agent agrees to indemnify, defend and hold harmless RNFI on the occurrence of any data compromise event(s) and/or other data security issues (including, without limitation, cyber security incidents and breaches).

• 12.5. Liability for Acts or Omissions

  Retailer/CSP/Agent indemnifies and holds harmless RNFI and/or their officers, employees, representatives, contractors, assignees, and/or designees from any and all liability, actions, claims, demands, or suits, and all related costs, attorney fees, and expenses arising out of, or resulting from any acts or omissions of the Retailer/CSP/Agent or its agents, employees, subcontractors, in the execution or performance of services under the agreement.

13. ERRORS, INACCURACIES AND OMISSIONS

• 13.1. Information Accuracy

  Retailer/CSP/Agent acknowledges and agrees that occasionally there may be information on the Platform or in the Website that contains typographical errors, inaccuracies or omissions that may relate to product or services descriptions, pricing, promotions, offers, transaction times, etc. Company reserves the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel transactions if any information in Website and/or Platform is inaccurate at any time without prior notice.

• 13.2. Limitation of Liability

  It is hereby agreed and clarified by the Parties for avoidance of doubt that Company shall not be responsible for any of its obligations under this Agreement including with respect to Company Services due to reasons beyond Company’s control such as down time of servers, viruses, strikes, technical snags, system compatibility, natural calamities, acts of war, terror, etc. Retailer/CSP/Agent agrees to not hold the Company liable for any delay or adverse effect caused due to the occurrence of such an event.

14. MISCELLENOUS

• 14.1. Jurisdiction

  This Agreement shall, subject to the provisions of Clause 14.2, be subject to the exclusive jurisdiction of the courts of New Delhi.

• 14.2. Dispute Resolution

  Parties shall attempt in good faith to resolve any disputes, differences or claims arising out of or relating to this Agreement promptly by negotiation amongst Retailer/CSP/Agent and Company.

• 14.3. Entire Agreement

  This Agreement, terms and conditions provided in the Website and/or Platform (as amended from time to time) and any documents referred to in it contain the entire agreement between the Parties, and supersedes any prior agreements, representations or communications, written or oral, amongst them relating to its subject matter.

• 14.4. Right to Amend

  Notwithstanding anything contrary in this Agreement, Company has the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Company Services and/or Platform without notice. Any such changes shall constitute acceptance of this Agreement by the Retailer/CSP/Agents as modified. However, any dispute that arose before the modification shall be governed by the Agreement (including the binding individual arbitration clause) that was in place when the dispute arose.

• 14.5. Relationship

  Nothing in this Agreement shall be deemed to constitute a partnership between the parties or constitute either Party the agent of the other for any purpose. Either Party shall have no authority, without the prior written consent of an executive officer of the other Party, to: (a) create any obligation or responsibility on the part of the other Party; (b) legally bind or obligate the other Party in any other manner; or (c) supervise or direct any of the other Party’s employees.

• 14.6. Partial Invalidity

  If any provision of this Agreement or the application thereof to any Person or circumstance shall be invalid or unenforceable to any extent for any reason including by reason of any Applicable Law, the remainder of such provision and/or this Agreement and the application of such provision to persons or circumstances other than those which are held to be invalid or unenforceable shall not be affected thereby, and each remaining provision of this Agreement shall be valid and enforceable to the fullest extent permitted by Applicable Law. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision, which is valid and enforceable and most nearly reflects the original intent of the invalid and unenforceable provision.

• 14.7. Notices

  To Company
  Any amendment, notice, or other communication under this Agreement by Retailer/CSP/Agent to Company shall be sent by personal delivery or courier or email/facsimile or by registered mail at the addresses set forth below (or at such other address or through such other medium as the Company may previously have notified Retailer/CSP/Agent in writing):
  

  Address	Email	Attention
  UG--5, Relipay House, Plot No. 42 DLF Industrial Area Kirti Nagar New Delhi-110015	Info@rnfiservices.com	Legal Department

  To Retailer/CSP/Agents
  Any amendment, notice, or other communication under this Agreement by Company to Retailer/CSP shall be sent either by: (a) personal delivery or courier or email/facsimile or by registered mail as provided at the time of Onboarding; (b) communication on the Website and/or Platform; or (c) at such other address or through such other medium as the Company may previously have notified Retailer/CSP/Agents in writing.

• 14.8. Waiver

  The failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or the waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents further exercise of the right or remedy or the exercise of another right or remedy. Any waiver must be in writing and signed by the Party sought to be bound.
  Further, I hereby waive my right to challenge this term and condition including but not limited to any defense, counterclaim, or other legal challenge and agree to be bound by the term and condition. This waiver is binding upon me and my successors, and assigns.

• 14.9. Assignment

  This Agreement, or any right or interest herein, shall not be assignable by the Retailer/CSP/Agents except with the prior written consent of the Company. Company shall be free to assign this Agreement, or any right or interest herein, to any Person including but not limited to Related Entities.

• 14.10. Rights of Retailer/CSP/Agents

  The rights granted to the Retailer/CSP/Agents under this Agreement are non-exclusive, and the Retailer/CSP/Agents acknowledges that Company has and retains all rights except those expressly granted to the Retailer/CSP/Agents under this Agreement.

• 14.11. Specific Performance

  Retailer/CSP/Agents agree that damages may not be an adequate remedy and that they shall be entitled to an injunction, restraining order, right for recovery, suit for specific performance or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate to restrain Retailer/CSP/Agents from committing any violation or enforce the performance of the covenants, representations, and obligations contained in this Agreement. These injunctive remedies are cumulative and are in addition to any other rights and remedies the Company may have at Applicable Law or in equity, including a right for damages.

• 14.12. Survival

  The provisions of this Agreement, which by their nature are intended to survive the termination or expiration of this Agreement, including without limitation, the provisions of Clause 10 (Non-compete, Non-solicitation and Non Disclosure Covenants), Clause 8 (Representations and Warranties), Clause 12 (Indemnity) and Clause 14 (Miscellaneous) shall survive the termination of this Agreement.

15. ADVANCEMENT OF E-VALUE BY RNFI

• The Parties hereby agree that the following procedure for advancement of e-value by RNFI to the Retailer/CSP/Agents shall be adopted for the provision of Services:
  • a) Retailer/CSP/Agents 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 from his own account.
  • b) Retailer/CSP/Agents 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 Retailer/CSP/Agents as mentioned above, and after receiving funds in RNFI Bank account, RNFI shall forthwith provide e-value to the Retailer/CSP/Agents’s e-ledger. E value shall be equivalent to the amount received in the bank account of RNFI. If so required by RNFI, as soon as possible but within the same day, the Retailer/CSP/Agents shall send a legible scan copy of the deposit/transfer slip/details to the RNFI’s email id at: support@rnfi.in
• RNFI shall reconcile its bank statement and the details of deposit/transfer provided by the Retailer/CSP/Agents in terms as agreed herein this agreement.
• In case of any discrepancy, in terms of e-value provided and bank transfer/deposit received by RNFI, RNFI shall intimate/inform to the Retailer/CSP/Agents regarding the discrepancy as mentioned in clause (4).
• In case of any excess credit of e-value made to the Retailer/CSP/Agents account by RNFI, RNFI shall have the right to recover the said excess e-value from the Retailer/CSP/Agents in one of the following ways:
  • i. The Retailer/CSP/Agents may deposit into the bank account of RNFI, the amount equivalent to excess e-value credited into the Retailer/CSP/Agents’s account within 12 (twelve) hours of receiving the intimation from RNFI in this regard and the Retailer/CSP/Agents shall send a legible scan copy of the deposit slip to the RNFI email id at support@rnfi.in
  • ii. RNFI may adjust the said excess e-value in the next cycle of advancement of e-value to the Retailer/CSP/Agents (in case of e-value not available in e-ledger)
  • iii. RNFI may recover the said excess e-value available in the e-ledger of the Retailer/CSP/Agents.
• RNFI will provide e-value to the Retailer/CSP/Agents’s e-ledger on the receipt of the funds to the bank account of RNFI within one Business Day of such receipt clearance. The Retailer/CSP/Agents 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 Retailer/CSP/Agents agrees and understands that if any funds which get transferred/deposited to RNFI’s Bank accounts by Retailer/CSP/Agents for e-ledger loading are 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 Retailer/CSP/Agents further agrees and undertakes not to raise any claim with RNFI at any point in time thereafter for the forfeited amount.
• RNFI may assign limits to the Retailer/CSP/Agents e-ledger from time to time as and when required at the sole discretion of RNFI.
• The Retailer/CSP/Agents represents and warrants that RNFI has a sole right to debit or credit the e-value from the e-ledger of the Retailer/CSP/Agents.
• The Retailer/CSP/Agents represents and warrants that in exceptional case(s) or due to technical glitch or any other reason/error, if e-ledger of Retailer/CSP/Agents gets credited twice or more than the required/requested/expected amount, then RNFI reserves its sole right to:
  • i. Reverse that particular transaction by debiting the e-value from e-ledger of Retailer/CSP/Agents and/or
  • ii. Make/mark a lien on the amount that has been credited in excess and/or
  • iii. Make the e-ledger balance negative, for cases where the excess credited amount has been utilized by the Retailer/CSP/Agents, and/or
  • iv. Exercise any other legal right available under law without limitation to recovery of money through a judicial proceeding.
• The Retailer/CSP/Agents 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 Retailer/CSP/Agents agrees and acknowledges that the funds deposited/transferred by the Retailer/CSP/Agents into the bank accounts of RNFI shall at all times be the responsibility of the Retailer/CSP/Agents and RNFI shall have no liability in any manner whatsoever, in this regard.
• The Retailer/CSP/Agents 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 Retailer/CSP/Agents 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 Retailer/CSP/Agents 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 of 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.
• In addition to the indemnity provisions as provided under this Agreement, the Retailer/CSP/Agents 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.

BC Agent TERMS AND CONDITIONS

These terms and conditions for appointment as BC Agent of RNFI Services Limited (“Terms and Conditions”/ “Agreement”) shall apply to and govern the commercial arrangement between RNFI Services Limited and the BC Agent with respect to matters as provided herein.

Background

• Pursuant to RNFI Services Limited, a company incorporated under the Companies Act, 2013 and having its registered office at UG-5, Relipay House, Plot No. 42 DLF Industrial Area Kirti Nagar New Delhi West Delhi DL 110015 (“RNFI”) being appointed as the Business Correspondent (“BC”) of various banks (“the Bank”), RNFI proposes to appoint some of the Retailer/CSP/Agents appointed by it (“Retailer/CSP/Agents”) as agents to carry out various Banking and Financial Services of the Bank (“BC Services”) also, more particularly described in the scope of work for as Business Correspondent Agent (“BC Agent”) of the Bank herein.
• The Retailer/CSP/Agents hereby applies and agrees to be appointed as the BC Agent of the Bank through RNFI as BC for the purposes mentioned herein.
• The Retailer/CSP/Agents hereby agrees and undertakes the following:
  • To act as the BC Agent of the Bank, through RNFI as BC, upon the acceptance of this Terms and Conditions”/ “Agreement and abide by the “Terms and Conditions”/ “Agreement”.
  • The appointment of BC Agent of the Bank through RNFI as BC, is/will be in addition to the appointment of such BC Agent as the Retailer/CSP/Agents of RNFI. Therefore, the BC Services to be offered by the BC Agent to the general public pursuant to this Business Correspondent Terms and Conditions”/ “Agreement.
  • The “BC Agent Terms and Conditions” herein shall be applicable only for the said appointment of the Retailer/CSP/Agents as BC Agent and with respect to the BC Services.
• The Retailer/CSP/Agents on being appointed as BC Agent hereby agrees and undertakes to abide by the Terms and Conditions mentioned herein:

• 1. OFFERING OF BC SERVICES
  • All services shall be provided solely through RNFI's portal or are recorded therein and no offline transactions are permitted.
  • Under no circumstances, fake/false receipts should be issued by the BC Agent for the willful fraud transaction done by the BC Agent which is not transacted through RNFI’s software/portal. However, if any BC Agent is found and/or discovered doing any such malicious/wrong/willful/fraudulent acts and/or offline transactions, it shall be liable and charged for such civil/penal and criminal acts by and under applicable laws including but not limited to the Indian Penal Code 1860 and Criminal Procedure Code 1973.
  • The BC Agent hereby agrees that the offering of BC Services by the BC Agents to the general public shall be at the sole discretion of RNFI and RNFI reserves the right to offer/continue to offer and/or discontinue offering the BC Services through the BC Agent, at any time for any reason(s) as may be deemed fit by RNFI, from time to time.
• 2. USE OF BC AGENTS'S PREMISES FOR BC SERVICES
  • The BC Agent shall for the BC Services, undertake to use its premises solely for the Bank and confirms that BC Agent's premises are neither being currently used and nor during the Term will be used for any BC Services of any other banks. Provided however, nothing in this Clause 2 shall prevent the BC Agent using its premises for undertaking any activities as the Retailer/CSP/Agents of RNFI.
• 3. WORKING LIMIT
  • The BC Agent shall keep and undertakes to maintain adequate balance as the working limit that the BC Agent maintains with RNFI, in advance, at all times in order to ensure timely settlement of transactions and to ensure seamless service to the general public.
• 4. SCHEDULE OF CHARGES
  • RNFI will provide Schedule of Charges containing details of fair and reasonable charges/fees, which can be collected from the BC’s customer for delivery of BC Services through the business correspondent model available on the RNFI portal/website. The BC Agent hereby agrees and undertakes not to charge the customer any additional amount whatsoever, in any manner whatsoever, subject only to what is provided for in the Schedule of Charges, provided by RNFI, for offering the BC Services to the general public.
• 5. PENALTIES FOR OVERCHARGING
  • A very stringent action will be taken by RNFI against BC Agent upon receipt of a written complaint or upon receipt of investigation/mystery shopping report to the effect that the said BC Agent has/had charged the customer over and above the stipulated “Schedule of Charges” for any of the BC Services from the customer.
  • Such action will include but not limited to, issuance of a show cause notice and levying penalty of Rs.500/- (Rupees Five Hundred only) at the first instance or any higher amount as per the bank instructions.
  • If upon receipt of another complaint / investigation/mystery shopping report on the same issue and subject matter, RNFI shall apart from levying penalty, shall take appropriate action against the said BC Agent. The proposed action/s shall include but not limited to suspension of the BC Service activated for such BC Agent.
• 6. STATUTORY OBLIGATIONS OF THE BC AGENTS
  • The BC Agent undertakes to prominently display the BC Services related statutory display material in its premises as intimated to the BC Agents by RNFI from time to time.
  • The BC Agent undertakes to educate/handle the queries of the general public/customers adequately on the BC Services including features and applicable charges of the Bank thereof, so as to ensure obviation of misrepresentation and product wrong selling.
  • In addition to creating awareness about BC Services, the BC Agent shall take pro-active steps to educate customer on aspects like transaction/ bank charges (as applicable), terms and conditions of each product/service offered and grievance redressal mechanism.
  • The BC Agent undertakes to keep the Customer Registration and KYC related documents in its safe custody, if applicable and will do further processing as per the instruction(s) of RNFI provided under guidance of Bank, issued from time to time. Any loss/damage/ default, failure, misfeasance, bad faith, disregard of its duties and obligations hereunder, service, act or omission shall be the obligation and liability of the BC Agent.
  • The BC Agent also undertakes to be liable and responsible for safekeeping and return in good condition and order all of the RNFI and/or Bank's property in whatsoever nature, which may be in its use, custody or charge.
  • The BC Agent undertakes not to publish any article or statement, deliver any lecture or broadcast or make any communication of whatsoever nature to the press, including magazine publication relating to RNFI and/or any of the Bank's products/services or to any matter with which RNFI/Bank may be concerned, unless the BC Agent have previously applied to and obtained the written permission from RNFI/Bank.
  • RNFI/the Bank/Reserve Bank of India (RBI) may inspect/audit the BC Agent as per their respective requirements from time to time. The BC Agent hereby agrees and confirms to use its reasonable endeavors and extend full and complete co-operation for and during such inspection and/or audit and keep RNFI duly informed and appraised of such inspections and/or audits.
  • The BC Agent undertakes to abide by and comply with all the guidelines, rules and regulations for offering the BC Services of the Bank as applicable and /or intimated by RNFI from time to time.
  • BC Agent’s shall follow the Do’s and Don’t as issued by competent authorities from time to time.
• 7. CONFIDENTIALITY
  • The BC Agent undertakes to always keep confidential and not to disclose, divulge or make public, any of the RNFI's/Bank's technical or other important information which might come into my/ our possession during the continuance of its assignment with RNFI as the BC Agent of Bank, during or after termination of engagement with RNFI for the BC Services of Bank.
  • The BC Agent undertakes to always keep the data and information of the general public/customer generated due to the offering of the BC Services by the BC Agents, completely confidential and that under no circumstances the same would be shared with any other entity, save and except RNFI/Bank, without explicit prior written approval of RNFI/Bank.
  • The BC Agent undertakes to maintain utmost secrecy in respect of commercial offer, product design documents, technology, software packages, license, RNFI's polices, RNFI’s patterns & trade mark and/or any other RNFI’s and/or Bank's products/services offered from time to time by RNFI and any such confidential information which shall be of significant importance to this Terms and Conditions.
• 8. INDEMNITY
  • The BC Agent hereby undertakes to indemnify, defend and hold harmless RNFI, its affiliates, officers, directors, employees, agents, successors and assignees (collectively the “Indemnified Parties”) from and against all claims, damages (special or consequential), losses and expenses, including court costs and reasonable fees and expenses of attorneys, expert witnesses and other professionals, arising out of or resulting from:
  • a) Any action by a third party against the Indemnified Parties that is based on any negligent act, material omission or willful misconduct of the BC Agent and which results in:
    • i. Any bodily injury, sickness, disease or death;
    • ii. Any injury or destruction to tangible or intangible property (including computer programs and data) or any loss of use resulting thereof; or,
    • iii. Any violation of any statute, ordinance, or regulation;
  • b) Any loss, damage or prejudice suffered by any of the Indemnified Parties due to the breach by the BC Agent of any applicable laws, by-laws, regulations and guidelines;
  • c) Any loss, damage or prejudice suffered by any of the Indemnified Parties due to the BC Agents representing/providing wrong information to third parties on RNFI's behalf without prior, specific written authorization from RNFI;
  • d) Any loss, damage or prejudice suffered by reason of any claim or proceeding by any third party against any of the Indemnified Parties due to the infringement of RNFI’s intellectual property by the BC Agent during the provision of the services;
  • e) Any loss, damage or prejudice suffered by any of the Indemnified Parties due to any claim made by the BC Agent against RNFI for non compliance with any labour laws; and
  • f) Any misrepresentation of any representation or warranty of the BC Agent under these Terms and Conditions.
• 9. TERMINATION
  • The appointment of the BC Agent under these Terms and Conditions is in addition to its appointment as the Retailer/CSP/Agents and shall remain valid unless terminated pursuant to this Clause 9 (referred to as “Term”):
  • (i) RNFI may terminate this Agreement and the appointment of BC Agent at any time and without assigning any reason by giving a notice in writing to the BC Agent.
  • (ii) This Agreement and the appointment of BC Agent will automatically stand terminated upon termination of the BC Agent’s appointment as the Retailer/CSP/Agents of RNFI.
  • (iii) The BC Agent's engagement with RNFI as the BC Agent of Bank will stand automatically terminated in case of any indiscipline, wrongful, incorrect, dishonest, criminal, fraudulent or negligent work, default, failure, misfeasance, bad faith, disregard of its duties and obligations hereunder, service, act or omission of or by the BC Agent and/or any theft, robbery, fraud or other wrongful act or omission by the BC Agent.
• 10. JURISDICTION
  • In the event of any dispute, this writing/Agreement shall be governed by and construed in accordance with the laws of India and both parties hereby submit to the exclusive jurisdiction of the courts of New Delhi.
• 11. GENERAL
  • a) The BC Agent undertakes not to accept any gift, commission or any sort of gratification in cash or kind from any person party, firm or company having and/or dealing with the Bank and if the BC Agent is/are if at all offered any, the BC– Agent(s) shall immediately report the same to Bank and/ or RNFI and Bank and/ or RNFI then shall do the needful as deemed fit and proper.
  • b) The BC Agent undertakes to extend full and complete co-operation to RNFI and/or the Bank in all and/or any case(s) relating to general public/customer grievance redressal insofar as the BC Services offered by the BC Agent.
  • c) The BC Agents also agrees and confirms that the BC Agent is fully aware and has understood about the BC Services and the Terms and Conditions contained herein.
  • d) Notices:
    • To the RNF/Bank: Any notice, or other communication under this Agreement by BC Agent to the Bank and/ or to RNFI shall be sent by personal delivery or courier or email/facsimile or by registered mail at their respective registered office addresses.
    • To BC Agent: Any amendment, notice, or other communication under this Agreement by RNFI to BC Agent shall be sent either by: (a) personal delivery or courier or email/facsimile or by registered mail as provided at the time of onboarding as BC Agent or Onboarding form(if any); (b) communication on RNFI’s website and/or its platform; or (c) at such other address or through such other medium as RNFI may previously have notified BC Agent in writing.
  • e) Waiver: The failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or the waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents further exercise of the right or remedy or the exercise of another right or remedy. Any waiver must be in writing and signed by the party sought to be bound.
  • f) Assignment: This Agreement, or any right or interest herein, shall not be assignable by the BC Agent except with the prior written consent of the RNFI. RNFI shall be free to assign this Agreement, or any right or interest herein, to any person.
  • g) Exclusive agreement/T&C: The rights granted to the BC Agent under this Agreement are exclusive, and the BC Agent acknowledges that RNFI has and retains all rights except those expressly granted to the BC Agent under this Agreement.
  • h) Survival: The provisions of this Agreement, which by their nature are intended to survive the termination or expiration of this Agreeme

SCOPE OF WORK FOR BC AGENTS OF BANK THROUGH RNFI SERVICES LIMITED OBJECTIVE

To provide BC Services as the BC Agent of the Bank through RNFI as envisaged by [RNFI /Bank] from time to time. As per the Reserve Bank of India (“RBI”) guidelines, the BC Agent shall perform the BC Services as specified below and such other services as may be directed by Bank, from time to time, as per the terms and conditioned herein and as per specific instructions of / guidelines specified / stipulated by RNFI and/or Bank from time to time.

SCOPE OF WORK

The scope of services to be performed by the BC Agent can be modified in conformation with RBI guidelines/ regulations, from time to time by the Bank, and the BC Agent shall perform its obligations in accordance with such modified scope. The processes set out in this writing may also be modified by the Bank and communicated through RNFI, to the BC Agent from time to time. RNFI with the help of the Bank shall ensure prior adequate training and awareness about each BC Service/s to the BC Agent on such BC Service(s) that RNFI would envisage and offer to the general public through the BC Agent, from time to time. The BC Agent shall abide by the specific Terms and Conditions, if any, as may be instructed / intimated and/or brought to the notice of the BC Agent, in addition to and/or other than those contained herein, from time to time, with regards to any of the BC sub-services.

SCOPE OF SERVICE

SCOPE OF SERVICE

• 1. Onetime registration of customer for origination of remittance services from the BC Agent.
• 2. Origination of remittance services from the appointed BC Agents outlet using the RNFI technology platform.
• 3. The BC Agent shall ensure that it shall have necessary cash with them for facilitating remittance services/transactions and will be responsible for financial settlement between itself and RNFI.
• 4. The BC Agent shall be intimated by RNFI on the transaction limits, if any (e.g. transaction velocity, account balance) in lines with the regulatory guidelines, from time to time.
• 5. The BC Agent shall comply with all the rules and regulations and/or guidelines as may be specified by RNFI Services Pvt Limited from time to time for the purposes of offering the Remittances Service.
• 6. The BC Agent shall ensure that no hard copy of forms including any Sender Registration Form and/or such other Documents are taken by him from the customers (if any). All registrations and KYC scanning has to be done directly in the system provided by RNFI for offering the Remittances Service.
• 7. The BC Agent will also ensure that all queries or clarifications and/or status inquiries of the customers for the Remittances Services offered by the BC Sub-Agent are duly addressed and that the BC Agent shall ensure adequate steps/measures for the said purpose.
• 8. The BC Agent shall ensure that he/she does not give any hand written copy of Receipt for the transactions done by the BC Agent for the Customer for any and all services.
• 9. In the event where the BC Agent observes, discovers and/or has reasons to believe, contrary to the bonafide claims of any Customer, during the normal course of offering the said Remittance Services, the BC Agent shall notify/intimate RNFI Services Limited, immediately.

DECLARATION

I hereby declare that the name as appearing in this platform, on my ID card and in the Address Proof are mine.

I hereby apply to become a BC Agent of the BANK through RNFI Services Limited (RNFI) for facilitating/distributing/providing different product/services (“BC Services”) facilitated/ provided/ introduced/distributed/ made available by the Bank / RNFI Services Limited. If appointed as BC Agent, I agree and confirm to abide by the rules and regulations of RNFI Services Limited/the Bank that may be in force from time to time. I hereby confirm I am competent and capable of the work assigned to me by RNFI. I declare that the above information is true, correct and fair to the best of my knowledge and belief, and I further undertake to submit all necessary document/s, paper/s, proof/s, information and agreement as required by RNFI now or from time to time. I further declare that I have read all the terms and conditions for appointment as BC Agent and I am ready to act as per such terms and conditions and all other terms and conditions informed to me by RNFI/Bank from time to time. I shall be liable/responsible for any breach of any of the terms/conditions mentioned by RNFI. I shall be solely exclusively and absolutely liable/responsible for my act/s/omission/s which shall be harmful (cost/consequence) to RNFI/its Affiliates/banks. I also authorize RNFI Services Limited to withhold any brokerage / commission / fees / charges / deposit due to me, if any, till submission of the said documentation, papers, information, proofs and agreement to the satisfaction of RNFI Services Limited.

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

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

I understand that the Aadhaar number and core biometrics will not be stored/ shared except as per law and for CIDR submission. I 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 have read and fully understood and abide by the contents of the term and conditions herein.

Self-Declaration

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

Dated:- 07-09-2024