The words and expressions beginning with capital letters in these Terms shall, unless the context otherwise requires, have the meaning ascribed thereto herein:
Applicable Law: shall mean all applicable laws, statutes, rules, regulations, directions, guidelines, ordinances, orders, policies, judgments, decrees or other requirements or official directive of the applicable Governmental authorities, statutory authorities, regulatory authorities, RBI or courts of law or any person or entity acting through or under such authorities.
Bank: shall mean the sponsor bank who is direct member of immediate payment service ("IMPS") network provided by the National Payments Corporation of India ("NPCI") and with whom Transflex has tied up for facilitating the participation of Transflex for the provisioning of Services.
Customers: shall mean the end users availing the Services.
Business Associate Point Location: shall mean the shop or office premises owned or rented by the Business Associate, to be used for the purpose of rendering of Services to the Customers.
Services: shall mean the services under "Transflex" brand of Transflex, facilitating the domestic remittances of the Customers via Terminal.
Software Program: shall refer to various software programme / application provided by Transflex which can be accessed via the Terminal or installed into a computer or mobile device enabling the dispensation of Services electronically.
Transactions: shall mean the electronic transactions pertaining to rendering of Services to the Customers through the Terminals.
You shall at all times comply with all the Applicable Laws relevant to the obligations of the Business Associate as per terms of this Agreement.
You shall at all times strictly comply with all the instructions, directions, guidelines and policies issued by Transflex, as the case may be, from time to time.
You shall maintain with Transflex, at all times, a minimum amount as directed by Transflex from time to time ("Float Amount"), towards rendering of Services. Float Amount shall be used/ adjusted towards the settlement of the Transactions made by in relation to the Services. You agree that the value of the Transactions under the Terms shall not exceed the Float Amount at any point of time in any circumstance. The quantum of the Float Amount shall be replenished from time to time by You in order to maintain the minimum balance. Maintenance of such Float Amount is the essential condition. Without prejudice to its other rights, Transflex reserves the right to set-off or adjust dues or loss suffered by it on account of breach or non-compliance of the Terms by You or on account of fine/penalty imposed by RBI or any other regulatory authority due to acts of commission or omission on Your part in providing the Services, from the Float Amount deposited by You with Transflex.
You shall ensure correctness of all details received from the Customers and Transflex will not be liable for any wrong or illegal or incorrect Transaction.
You shall not hold or retain cash received from Customers without completing the Transaction.
You shall resolve all queries, clarifications, inquiries, disputes and / or complaints of the Customers in relation to the Services offered. It being clarified that, You shall act as instructed by Transflex in this regard and shall be required to confirm with Transflex for any resolution that You may undertake in this regard.
You agree to provide adequate space at the Business Associate Point Location for display/selling/ branding/marketing of the Services as per the guidelines of Transflex or/and statutory regulations of RBI.
You agree to take all necessary care and observe diligence while carrying out Transactions and shall be wholly and exclusively responsible for any liability arising due to failure to do so.
You in Your all dealings with the third parties shall describe Yourself only as "Business Associate" of Transflex and under no other description or nomenclature. You shall not describe Yourself as the partner or employee of Transflex nor shall it be entitled to represent Transflex in any manner whatsoever.
You shall not (except in the normal course of Transflex's business) publish any article or statement, deliver any lecture or broadcast or make any communication to the press, including magazine publication relating to Transflex's services or to any matter with which Transflex may be concerned, unless You have previously applied to and obtained the written permission from Transflex.
You shall not give or make any guarantees, warranties or representations on behalf of Transflex as to the conditions, quality, durability, performance, Business Associate's ability of the Services other than or different from those provided by Transflex in writing.
You shall not engage, deal with or enter in to an agreement with any other party or any company/organization engaged in rendering/sale/promotion of same/similar services.
You shall not accept any gift, commission or any sort of gratification in cash or kind from any person, party or firm or other company having dealing with Transflex and if You are offered any of such, You shall immediately report the same to the management of Transflex.
Transflex, at its sole discretion, may provide to You suitable advertisement support, technical and marketing guidance and staff training as and when it may deem necessary. You shall not make use of Transflex's logo/mark on any slips/receipts, visiting cards, letter heads etc. without written approval/consent of Transflex.
You shall be solely responsible to pay the salaries and other employees related payments to Your personnel/employees and for taking policies such as medical insurance, life insurance etc. for them and to comply with all Applicable Laws relating to employment of such personnel/employees of You and Transflex shall have no responsibility or liability of any kind whatsoever for the same.
You undertake that You shall at Your own risk and cost keep and maintain the Business Associate Point Location in proper manner for rendering of the Services to the Customers and procure/ facilitate sufficient man power for the same and keep the complete and proper accounts relating to rendering of the Services.
You shall integrate all Your IT equipment (computer/mobile devices) with Transflex for seamless rendering of the Services.
You undertake that You shall not do anything that damages the name, goodwill and reputation of Transflex, its subsidiaries, and its clients, its affiliates and shall protect and enhance the name, goodwill and reputation of Transflex during the course of the fulfillment of its obligations under this Agreement.
You shall not render the Services at prices above the marked price as indicated by Transflex. You will also be directly liable to the sponsor bank or NPCI or RBI, in case of breach of this condition.
You shall not indulge in or promote any unlawful, illicit or illegal activity or purposes pertaining to the rendering of the Services.
You shall ensure that You shall carry out all verifications of the Customer as may be required by Applicable Law from time to time and as per the instructions of Transflex.
You shall only levy service charges as specified by Transflex. Transflex shall have right to terminate Your appointment as Business Associate at any time without notice and may take legal action if You are found to have collected unauthorized fees/charges other than specified by Transflex.
You shall take all care in entering the Customer's details correctly for carrying out Transactions. You are solely responsible to resolve issues arising out of any incorrect details and Transflex shall not have any liability or responsibility in such cases.
You shall be responsible for every Transaction done through You and You shall maintain books, papers, records, registers and accounts in accordance with the requirements of Applicable Laws and/or as required by Transflex.
You shall provide Services to the Customers on the spot as and when asked/required by the Customers during working hours. Transflex shall not be responsible for any dispute arising between You and Customer (s). In the event it is found/brought to notice of Transflex that You are misbehaving with any Customer, Transflex may take any strict action, that may include termination of Your appointment as Business Associate.
Unless otherwise agreed in writing, You agrees to give non-refundable charge to Transflex, as intimated by Transflex for the purpose of provisioning of Services through the Terminal. This charge will not be refundable in any circumstance and is a charge towards Services setup and maintenance costs of Transflex.
You agree to maintain the strict secrecy and confidentiality of log-in user-id and password provided to You and You shall not disclose the same to any third party. You agree that You shall be solely responsible for any unauthorised use or disclosure of Your user-id and password and Transflex shall not be liable in any manner whatsoever for any losses, claims, liabilities arising out of or in connection with such use and/or disclosure.
Exclusive Use of Business Associate Point Location for Services - You undertake to use Business Associate Point Location solely for the Services and confirm that Business Associate Point Location are neither being currently used and nor will be simultaneously used in future for any similar services and/or product offerings of any other company/person.
Code of Conduct
The Customer communication information, facilities including but not limited to, Services information, fees, charges and transaction limits, terms and conditions needs to be displayed at the Business Associate Point Location in such a way that it is prominently visible to the approaching Customers.
Customers need to be attentively attended and all their doubts and queries should be clarified with the best effort by You.
Any dispute or transaction errors at the counter shall be resolved or raised to Transflex before the Customer leaving the counter.
Business Associate shall prominently display at Business Associate Point Location, the details of the Customer grievance policy, Customer complaint redressal mechanism including the contact details and phone number for complaint redressal, for the benefits of the Customers.
WORKPLACE RESPONSIBILITIES - DO'S AND DON'TS
Personal dignity, privacy, and personal rights of every individual should be maintained.
Work together with women and men of various nationalities, cultures, religions, and races in a professional manner.
Maintaining honesty and transparency at every stage of carrying out the Services.
Do not discriminate, harass or offend anybody by whatever means.
Do not engage in contacts with competitors that could create even an appearance of improper arrangement, whether the contact is in person, in writing, by telephone or through e-mail.
CONFLICT OF INTEREST AND OUTSIDE ACTIVITIES
Conflicts of interest can occur if business practices sacrifice interests of one set of Customers in favour of another or place business interests ahead of Customers.
Business Associate shall be sensitive and responsible to any activities, interests or relationships that might interfere with or even appear to interfere with, his/her ability to act in the best interests of all stakeholders.
PRIVACY - DO'S AND DON'TS
Properly control access to your work areas and computers.
Protect the physical security of official information.
Limit access to information strictly to those with a legitimate business reason for seeking that information.
Do not discuss sensitive matters or confidential information in public places.
Do not transfer official information into personal databases or carry hard copies of official information, otherwise than for official purposes outside the office.
Do not disclose the username and password of the Terminal to any one.
KNOW YOUR CUSTOMER (KYC)/ ANTI MONEY LAUNDERING
Business Associate shall always and strictly follow the KYC policy of Transflex, made specifically for the purpose of providing the Services. Business Associate shall keep in proper condition and safe custody all the documentations with regard to Customers as per KYC policy and will provide the same to Transflex promptly from time to time or as directed by Transflex.
Business Associate acknowledges that Money Laundering legislations criminalize money laundering in respect of all crimes including drug trafficking, terrorism, theft, tax evasion, fraud, handling of stolen goods, counterfeiting and blackmail. It is also an offence to undertake and/or facilitate transactions with individuals and entities involved in criminal activities.
Business Associate is aware of the Anti Money Laundering Policy as adopted by Transflex.
Business Associate has to escalate all suspicious activities/transactions in respect of money laundering regardless of the amount involved or the nature of the offence as per the applicable procedures. Failure to report suspicious transactions despite having knowledge is an offence.
Business Associate shall not provide assistance to any person to launder proceeds of any criminal conduct. Prejudice an investigation by informing (i.e., tipping off) the person who is the subject of a suspicious transaction.
Business Associate shall provide full support and cooperation to Transflex, and furnish all the information, papers and documentation promptly in connection with any enquiry, investigation or audit done by Transflex or any external agency or regulatory or governmental authority in connection with provisioning of the Services.
Business Associate shall insure that the Customers visiting the Business Associate Point Location for the purpose of the availing the Services are intimated and educated about the full details of the Services, the terms and conditions governing the Services, Customer grievance redressal mechanism, forfeiture policy and/or any other details as required by RBI and/or Transflex from time to time.
Business Associate shall always ensure to intimate the Customers that the Services are being provided under the brand Transflex which is owned and powered by Transflex.
Business Associate agrees that all the terms and conditions mentioned herein are all material to this agreement and agrees to comply therewith.
The obligations herein shall apply jointly and severally to the Business Associate and his permitted assigns.
The provisions of these Terms shall, as far as permitted by law, be binding upon the parties, executors, trustees, curators, legatees, heirs and other successors in title.
Business Associate shall not cede or assign any of its rights or obligations under the Terms without the prior written consent of Transflex.
Transflex may levy software charges for the software if any supplied to You by Transflex, for enabling the provisioning of the Services.
In order to access the Terminal and provide the Services, You are required to have an internet compatible and internet enabled desktop/laptop/mobile device.
It is Your responsibility to ensure Your mobile device/desktop/laptop meets all the necessary technical specifications to enable You to access the Terminal and provide the Services.
It is Your responsibility to ensure that the operating system, antivirus software any other software is licensed and original.
You shall maintain secrecy of Transactions according to Fair Practice Code of Indian Bank Association (IBA).
You shall issue receipts of Transactions to Customers generated through system and no manual receipt will be valid. Responsibility of issuing receipt shall be of You and non-compliance will result in termination of Your engagement with Transflex as Business Associate.
Once a Transaction is executed by You and the Services are provided, all risks pertaining to that Services shall lie with You. Transflex shall be entitled to charge You any cash handling fee and/or other banking fees and/or other relevant administration fees that may be incurred by Transflex as a result of You depositing funds into Transflex's account and/or for any debit instructions that the Bank may charge.
You shall be paid fees and commission by Transflex as announced and communicated through the Terminal or email or SMS or any other mode from time to time or as amended from time to time and the same will be subject to TDS and other taxes as per the laws applicable.
Transflex may charge fees from You like software or Terminal up-gradation fee or any other fee to recover the cost of up-gradation/installation of software/Terminal/any other equipment.
Upon any damages occurring to Transflex due to Business Associate's negligence in rendering of the Services and/or due to Business Associate's non-compliance of Applicable Laws and/or due to non-adherence to the terms and conditions of the Agreement and/or due to any fraudulent, illegal, unlawful or undesirable practices carried by Business Associate or any of its employees, Transflex has the right, without prejudice to its right to terminate the Agreement forthwith, to impose liquidated damages which shall be not less than 10,00,000/- ( Rupees Ten Lacs only) per instance and Business Associate agrees to pay the same on demand without any demur or contest.
Notwithstanding anything to the contrary in these Terms, Business Associate shall be liable to pay/indemnify Transflex for any fine or penalty imposed by any regulatory/governmental authority/RBI/court in connection with the acts of commission and omission of the Business Associates while providing the Services. Transflex shall be entitled at its sole discretion to setoff/adjust such fine/penalty from any payments due by Transflex to You.
Upon the termination of the Agreement for any cause or without cause whatsoever, Business Associate shall return all Transflex assets, inventories, services/ material, all instructions books and manuals, technical catalogues and other material, documents and papers etc whatsoever provided to Business Associate by Transflex, or as directed by Transflex. Business Associate shall be responsible for safekeeping and returning Transflex's aforesaid assets, inventories etc. in good condition till the date of termination of the Agreement.
Transflex, INCLUDING ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, BUSINESS ASSOCIATES, PARENT COMPANIES, SISTER COMPANIES, SUBSIDIARIES AND OTHER AFFILIATES WILL NOT BE LIABLE TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, FOR ANY DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, OR ANY OTHER DAMAGE AND LOSS (INCLUDING LOSS OF PROFIT, LOSS OF DATA AND WORK STOPPAGE), COSTS, EXPENSES AND PAYMENTS, REGARDLESS OF THE ALLEGED LIABILITY OR FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, INCLUDING NEGLIGENCE, INTELLECTUAL PROPERTY INFRINGEMENT, PRODUCT LIABILITY AND STRICT LIABILITY, THAT MAY RESULT FROM, OR IN CONNECTION WITH THE USE OF TERMINAL OR THE INABILITY TO ACCESS THE TERMINAL AND PROVISION OF THE SERVICES, OR FROM ANY FAILURE, ERROR, OR DOWNTIME IN THE FUNCTION OF THE SERVICES, OR FROM ANY FAULT OR ERROR MADE BY Transflex'S STAFF, OR FROM YOUR RELIANCE ON CONTENT DELIVERED THROUGH THE SERVICES, OR FROM THE NATURE OF CONTENT DELIVERED THROUGH THE SERVICES, OR FROM ANY COMMUNICATION WITH Transflex OR FROM ANY DENIAL OR CANCELLATION OF REQUEST FOR INFORMATION THROUGH THE SERVICES, OR FROM RETENTION, DELETION, DISCLOSURE OR ANY OTHER USE OR LOSS OF CONTENT THROUGH THE SERVICES, REGARDLESS OF WHETHER Transflex HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, YOUR SOLE REMEDY WILL BE LIMITED TO THE CORRECTIONS OF SUCH ERRORS, AS DEEMED FIT BY Transflex IN ITS SOLE DISCRETION. WITHOUT PREJUDICE TO THE AFORESAID, IT IS HEREBY ACKNOWLEDGED BY YOU THAT THE AGGREGATE LIABILITY OF Transflex, FOR ANY REASONS WHATSOEVER, WILL NOT EXCEED RS. 100/- (RUPEES ONE HUNDRED ONLY) OR THE TOTAL COST PAID BY THE CUSTOMER UNDER THE TRANSACTION IN DISPUTE, WHICHEVER IS LOWER.
EXCEPT AS EXPRESSLY SET FORTH IN THIS TERMS, Transflex EXPRESSLY DISCLAIMS ANY OTHER WARRANTY WITH RESPECT TO THE USE OF THE SERVICES OR ANY CONTENT OR INFORMATION DELIVERED OR SENT THROUGH THE SERVICES TO YOU. THE SERVICES ARE PROVIDED WITHOUT ANY EXPRESS OR IMPLIED GUARANTEE OR ASSURANCE OF QUALITY, RELIABILITY OF THE CONTENT DELIVERED THROUGH THE SERVICES. Transflex DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES WITH REGARD TO THE SERVICES. Transflex DOES NOT WARRANT OR GUARANTEE THAT THE USE OF THE SERVICES WILL NOT CAUSE ANY DAMAGES TO YOUR DEVICE OR SYSTEM OR TO ANY OTHER SERVICES PROVIDED TO YOUR DEVICE OR APPLICATIONS AND CONTENT THAT RESIDE ON YOUR DEVICE. YOU AGREE AND ACKNOWLEDGE THAT THE USE OF THE TERMINAL, AND PROVIDING THE SERVICES IS ENTIRELY, OR AT THE MAXIMUM PERMITTED BY THE APPLICABLE LAW, AT YOUR OWN RISK.
Transflex DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES WILL OPERATE IN AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE MANNER, OR THAT THE SERVICES WILL ALWAYS BE AVAILABLE OR FREE FROM ERRORS OR THAT THE SERVICES WILL BE IMMUNE FROM UNAUTHORIZED ACCESS.
Transflex DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS THAT YOU WILL FIND THE SERVICES SUITABLE FOR YOUR NEEDS. Transflex DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES YOU RECEIVE WILL BE FREE FROM TECHNICAL INACCURACIES OR THAT THE CONTENT WILL BE LEGAL, NON INFRINGING OR WILL NOT VIOLATE ANY RIGHTS OR APPLICABLE LAWS OR THAT THE CONTENT WILL NOT CONTAIN ANY OBJECTIONABLE MATERIALS.
YOU AGREE AND ACKNOWLEDGE THAT THE ROLE OF Transflex IS LIMITED TO PROVIDING SERVICES AND THAT Transflex DOES NOT IN ANY MANNER WARRANTY, GUARANTEE OR MAKE ANY REPRESENTATIONS IN RESPECT OF THE ACCURACY AND/OR VERACITY OF THE INFORMATION PROVIDED IN RESPECT OF SERVICES.
THE SERVICES AND THE CONTENT THEREUNDER ARE NOT INTENDED TO CONSTITUTE OR FORM THE BASIS OF ANY ADVICE (PROFESSIONAL OR OTHERWISE) OR TO BE USED IN, OR IN RELATION TO, ANY DECISION OR TRANSACTION. WE DO NOT ACCEPT ANY LIABILITY (REGARLESS OF HOW IT MIGHT ARISE) FOR ANY CLAIM OR LOSS ARISING FROM: ANY ADVICE GIVEN; ANY DECISION MADE; OR ANY TRANSATION MADE OR EFFECTED. IN RELIANCE ON, OR ON THE BASIS OF THE SERVICES AND THE CONTENT THEREUNDER NOR ANY SUCH LIABILITY ARISING FROM ANY OTHER USE OF, OR RELIANCE ON, THE SERVICES AND THE CONTENT THEREUNDER.
Transflex CANNOT AND DOES NOT GUARANTEE THAT THE SERVICES AND ANY CONTENT THEREUNDER WILL BE FREE FROM VIRUSES AND/OR OTHER CODE THAT MAY HAVE CONTAMINATING OR DESTRUCTIVE ELEMENTS. IT IS YOUR RESPONSIBILITY TO IMPLEMENT APPROPRIATE SECURITY SAFEGUARDS (INCLUDING ANTI-VIRUS AND OTHER SECURITY CHECKS) TO SATISY YOUR PARTICULAR REQUIREMENTS AS TO THE SAFETY AND RELIABILITY OF THE CONTENT.
You agree to indemnify and hold Transflex, its licensors, business partners of Transflex and their respective officers, directors, shareholders, employees, sub-contractors, merchants, parent companies, sister companies, subsidiaries and other affiliates, indemnified and harmless from any claim, liabilities, damages, costs, losses, demands, expenses, charges and penalties, including reasonable attorneys' fees, made by any third party in connection with or arising out of, provisioning of the Services, or any act of commission or omission by You in adhering to these Terms or any breach of Applicable Laws or any fraudulent, illegal, unlawful or undesirable practices or negligence or mischief on Your part or any infringement of intellectual property rights of any third party or any unauthorised use of the Services by You.
You undertake that You shall treat as confidential all Confidential Information of Transflex and shall not disclose such Confidential Information to any third party without the written consent of Transflex. "Confidential Information" herein shall mean any technical, business, or proprietary information disclosed by Transflex to You or which may come into Your knowledge or possession, directly or indirectly, including, but not limited to, information regarding business strategies and practices, methodologies, trade secrets, know-how, pricing, technology, and software. Further, Transflex proprietary technology and software products, and the pricing and these Terms are Confidential Information of Transflex.
Transflex may amend and modify Terms from time to time, including any and all documents and policies incorporated thereto without any prior notice to You. You agree to be bound by any of the changes made in the Terms, including changes to any and all documents and policies incorporated thereto. Continuing to access the Terminal and to provide the Services will indicate Your acceptance of the amended Terms. If You do not agree with any of the amended Terms, then You must avoid any further use of the Terminal and provision of the Services. Transflex advises You to periodically read these Terms, as it may change from time to time.
These Terms shall be governed by the laws of India. You and Transflex agree to submit to the personal and exclusive jurisdiction of the courts of Noida. In case of any dispute or other matter arising in reference to the Terms and/or the Services, such dispute or other matter shall be referred to a sole arbitrator appointed by Transflex and shall be governed by the Arbitration and Conciliation Act, 1996, amended from time to time. The venue for arbitration shall be Noida, and shall be conducted in English language. All the costs, charges and expenses in connection to the arbitration shall be solely borne by the user who raised the dispute.
Subject to the provisions of Clause 13.1 above, the courts having jurisdiction under the provisions of the Arbitration and Conciliation Act, 1996, to determine all the matters which the court is entitled to determine under the Act, including, without limitation, provision of interim reliefs under the provisions of section 9 of the Arbitration and Conciliation Act, 1996, shall exclusively be the courts at Noida, India.
The failure of Transflex to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
You agree and confirm that the indemnities, confidentiality obligations, limitation of liability, disclaimer of warranties, dispute resolution mechanism, shall survive the efflux of time (Business Associate Signature) (Employee Signature) ************************* ********************** Date: ____________________ Date: _________________