DISTRIBUTION AGREEMENT

This Distribution Agreement made at Varanasi this {{ $day }}, {{ $date }} and

BETWEEN

SPVAIG Private Limited, a company incorporated under the provisions of the Companies Act, 2013 having its registered office at SH 13/139-P Tarna Shivpur Varanasi - 221003 (U.P.) hereinafter referred to as “the Company” (which expression shall unless it be repugnant to the context or meaning thereof, include its successors and assigns) of the One Part

AND

the details of which are set out in First Schedule of this Agreement, hereinafter referred to as “the Super Partner/Partner/Franchise/Suvidha Kendra” of the Other Part

“Company” and “the Super Partner/Partner/Franchise/Suvidha Kendra” shall be collectively referred to as “the Parties” and individually referred to as “the Party”.

WHEREAS: -

The Company is inter alia involved in the business of providing complete payment solution, enabling individuals and businesses of all sizes to easily manage their payment activities;
The Company is now desirous of collaborating with various distributors of goods and services by associating them as their Super Partner/Partner/Franchise/Suvidha Kendra to enable the Company to expand the distribution network for providing services more particularly described in the Second Schedule hereunder written;
The Super Partner/Partner/Franchise/Suvidha Kendra has expressed desire of engaging with the Company to assist the Company in appointing various retail partners in various cities, managing such retail partner and in certain cases also dissemination of services to such retail partner;
The Super Partner/Partner/Franchise/Suvidha Kendra has submitted information to the Company and the Company has verified the contents in the application form as a part of Company`s verification process;
The Parties are desirous of entering into this Agreement to record their respective rights and obligations as agreed between them in respect of the aforesaid business activities in accordance with the terms and conditions set out herein.

NOW THEREFORE, THIS DISTRIBUTION AGREEMENT WITNESSETH AND THE PARTIES HERETO AGREE AS FOLLOWS:

DEFINITIONS
1. “Aadhaar Authentication Services” shall mean the authentication services provided by UIDAI whereby the personal identity information of/data of an Aadhaar-holder is matched with their personal identity information/data that is stored in the UIDAI’s Central Identity Data Repository in order to provide Aadhaar Enabled Payment Services or/and UPI Services to such Aadhaar holder. The Company avails Aadhaar authentication service by establishing a connection with UIDAI’s Central Identity Data Repository (CIDR), through NSDL e-Govern-ance Infrastructure Limited;
2. “Aadhaar Details” shall mean Aadhaar Number/Card Number/Pin, Demographics Information, Biometrics Information and Aadhaar associated one –time PIN associated with an Aadhaar/Card Holder;
3. “Aadhaar Holder” shall mean an individual who holds an Aadhaar Number/Card Number/Pin;
4. “Aadhaar Number/Card Number/Pin” shall mean the unique identification number issued by UIDAI;
5. “Acquiring Bank” shall mean a Commercial Bank, authorized by RBI to operate in India and which has allowed the Company to integrate with its payment gateways such as cards, wallets, AEPS, IMPS, NACH, UPI, BBPS etc. for the purposes of routing the payment request of the payer and facilitated collection of Authentication Parameters in the prescribed format for the purpose of further routing it to the Issuing Bank for authorization of such payment request and receive the payment confirmation from the Issuing Bank;
6. “AEPS Services” shall mean Aadhaar Enabled Payment System, a multi-platform operable payment network solution which is being provided by NPCI for the purpose of inter- bank transfer of funds, balance enquiry, Cash deposit, cash withdrawal, remittances that are in-trabank or interbank in nature using Aadhaar Authentication Services, pursuant to the rules, regulations and guidelines issued by NPCI, UIDAI, Reserve Bank of India and the Banks, from time to time;
7. “Agreement” shall mean this agreement, all its schedules, amendments thereto made from time to time and all related deeds, documents and writings in connection with the transaction contemplated herein;
8. “Agent” or “CSP” or “Customer Service Point” shall mean Super Partner/Partner/Fran-chise/Suvidha Kendra’s personnel who facilitate the Customer Service(s)/ Non-Customer Service(s)/ Enrolment process.
9. “Applicable Law” includes all applicable Indian statutes, enactments, acts of the state legislature or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, directions, directives and orders of any governmental authority, statutory authority, board, recognized stock exchange, as may be applicable including but not limited to Guidelines on managing Risks and Code of Conduct in Outsourcing of Financial Services by Banks, Business Correspondent Guidelines issued by RBI from time to time, Payment &
  
  Settlement Systems Act, 2007, Payment & Settlement Systems Regulations, 2008, Policy Guidelines on Issuance and Operation of Pre-paid Payment Instruments in India;
10. “Amount" shall mean the payment amount in question which is required to be transferred from the Payer to the Super Partner/Partner/Franchise/Suvidha Kendra via the Company as part of the Transaction;
11. “Authorization” means the process by which the Company routes the said transaction through the Acquiring Bank using any of the payment systems such as AEPS, IMPS, UPI, BBPS etc. and communicates the approval of the Issuing Bank for the said Transaction using third party authentication services and infrastructure, as stipulated by the Acquiring Bank and approved by NPCI from time to time. Such Authorization approval may be communicated to the Super Partner/Partner/Franchise/Suvidha Kendra on the Mobile POS Device or on the Super Partner/Partner/Franchise/Suvidha Kendra’s web page or by any such other mode mutually agreed between the Super Partner/Partner/Franchise/Suvidha Kendra and Company from time to time;
12. “Authentication” shall mean the process by which the identification parameters of an individual Payer as prescribed by the respective payment system as per the relevant nodal body such as NPCI and approved by the Acquiring and Issuing Banks from time to time, is submitted to the Central Identities Data Repository or Acquiring Bank or NPCI or Card Scheme operator for its verification and such Repository verifies the correctness, or the lack thereof, on the basis of information available with it;
13. “Authentication Credentials” shall mean password, biometrics, PIN, OTP, card, mobile number, mobile handset identifier etc., as provided by the Banks or Regulators from time to time, which shall be required by the Payer for completion of the transfer of funds through any of the aforesaid payment systems;
14. “Biometric Information” shall mean ten finger prints and iris image, captured by UIDAI, as a part of the enrolment process for issuance of Aadhaar Number/Card Number/Pin;
15. “Business” shall mean such business activity in which the Super Partner/Partner/Fran-chise/Suvidha Kendra is normally engaged in;
16. “Business day” means any day that is not a Saturday, Sunday or other day on which banks are required or authorized by Law to be closed in India;
17. "Chargeback” means a Transaction that is returned to the Acquiring Bank by the Issuer, or any Transaction where the amount paid by a Payer remains uncollectable due to any reason whatsoever;
18. "Charge slip" means the form used by the Super Partner/Partner/Franchise/Suvidha Kendra in a format provided by the Company to enable the Super Partner/Partner/Fran-chise/Suvidha Kendra to record charges, transaction details and obtain the Payer’s signature or electronic consent thereby authorising the Super Partner/Partner/Franchise/Su-vidha Kendra to debit Payer’s bank account or third party e-wallets;
19. “Company” means Tap SPVAIG Private Limited, a company incorporated under the provisions of the Companies Act, 2013 having its registered office at SH13/139-P Tarna Shivpur Varanasi - 221003 (U.P.);
20. “Commission” means the commission payable to the Company by Super Partner/Part-ner/Franchise/Suvidha Kendra or vice versa depending on type of Transaction for facilitating a Transaction under the terms of this Agreement;
21. “control” includes the power to direct the management and policies of an entity, whether through the ownership of voting capital, by contract or otherwise;
22. “Super Partner/Partner/Franchise/Suvidha Kendra” shall mean the person (s) named in First Schedule hereof and authorised by Global Tax to market, solicit and onboard new Super Partner/Partner/Franchise/Suvidha Kendra for and on behalf of Global Tax;
23. “Super Partner/Partner/Franchise/Suvidha Kendra Account" means the bank account maintained by Super Partner/Partner/Franchise/Suvidha Kendra for the crediting of the collected funds and the debiting of the fees and charges under the terms of this Agreement.
24. “encumbrance” includes a mortgage, charge, lien, pledge, hypothecation, security interest or any lien or any right of any description whatsoever;
25. “e-KYC authentication facility” means a type of authentication facility in which the biometric information and/or OTP and Aadhaar Number/Card Number/Pin securely submitted with the consent of the Aadhaar Number/Card Number/Pin holder through a requesting entity, is matched against the data available in the CIDR, and the Authority returns a digitally signed response containing e-KYC data along with other technical details related to the authentication transaction;
26. "Excessive Activity" means, during any monthly period and for any one of Super Partner/Partner/Franchise/Suvidha Kendra’s terminal identification numbers or Super Partner/Partner/Franchise/Suvidha Kendra identification numbers, Chargebacks and/or retrieval requests in excess of 25% of the average monthly amount of Transactions or returns in excess of 25% of the average monthly amount of Transactions;
(aa) “Global Tax” the brand name in which the Company is operating;

(bb) “Global Tax M-ATM/POS Device” shall mean a device provided by the Company to the Super Partner/Partner/Franchise/Suvidha Kendra to deliver basic banking services. This device seek authentication of Aadhaar /Card Holders identity to enable them to use AEPS, UPI, Micro-ATM or/and Partner Third Party Services to make payment for the goods or/and services provided by the Super Partner/Partner/Franchise/Suvidha Kendra.

(cc) “Global Tax Application” means the Global Tax mobile application which can be used in a mobile/tablet running on Android platform or IOS and created and belonging to the Company;

(dd) “Global Tax Per Transaction Charges” includes the charges payable to the various stake holders which includes the Acquiring/issuing banks, Switching Service Providers, Authentication Service Providers and it also includes the charges for the Value Added Services provided by Global Tax. This charge will be levied on each and every transaction processed successfully by Global Tax;

(ee) “Issuing Bank” shall mean a Commercial Bank, authorized by RBI to operate in India and which holds the valid accounts of the Payers who are desirous of availing the Services from the Super Partner/Partner/Franchise/Suvidha Kendra, and which on receipt of the request to debit the payer’s account by the Payer along with the relevant Authentication Parameters and routed by Global Tax through the Acquiring Bank as per the prescribed format of the relevant payment system, either approves or declines such request and communicates such decision in the relevant format. The Issuing Bank by virtue of authorizing the payment request agrees to make the payment to the Super Partner/Partner/Fran-chise/Suvidha Kendra as per the rules prescribed by the relevant payment system;

(ff) “Law” includes any constitution, statute, law, rule, regulation, ordinance, judgment, order, decree, authorization, or any published directive, guideline, requirement or governmental restriction having the force of law, or any determination by, or interpretation of any of the

foregoing by, any judicial authority, whether in effect as of the date of this Agreement or thereafter and each as amended from time to time;

(gg) “Micro ATM Services” shall mean the basic banking services through M-ATM device of the Company, viz., deposit, withdrawal, fund transfer and balance enquiry that are to be given to card holders after verification of their authenticity using UID of card holders.

(hh) “NPCI” shall mean National Payments Corporation of India, a company incorporated in India under Section 25 of the Companies Act, 1956 and having its registered office at 1001A, B wing 10th Floor, The Capital, Plot 70, Block G, Bandra- Kurla Complex, Bandra (East), Mumbai - 400 051, and acting as the settlement, clearing house, regulating agency for UPI, AESP and other e-payment services with the core objective of consolidating and integrating the multiple payment systems with varying service levels into nation-wide uniform and standard business process for all retail payment systems;

(ii) “NSDL” means NSDL e-Governance Infrastructure Ltd., a company incorporated under the provisions of the Companies Act, 1956having its registered address at First Floor, Times Tower, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013 which provides Aadhaar Authentication Services as per the terms and conditions of UIDAI.

(jj) “Partner Third Party Services” refers to such services offered by third parties in collaboration with Global Tax, including but not limiting to e-wallets and bill payment services;

(kk)“Payable Amount” means the amount payable to the Super Partner/Partner/Fran-chise/Suvidha Kendra, calculated after deducting Commission, Chargebacks and other deductibles from the Transaction Amount;

(ll) “Payer” shall mean any person holding a banking account and who desires to pay money to the Super Partner/Partner/Franchise/Suvidha Kendra for purchase of goods or/and services of the Super Partner/Partner/Franchise/Suvidha Kendra using the Global Tax Services.

(mm) “Personal Identity Data (PID)” refers to Aadhaar-based Personal Identity Data / Information including biometric and demographic information as well as the OTP used for Authentication.

(nn)“Person” includes an individual, statutory corporation, body corporate, partnership, joint venture, association of persons, Hindu Undivided Family (HUF), societies (including cooperative societies), trust, unincorporated organization, government (central, state or otherwise), sovereign state, or any agency, department, authority or political subdivision thereof, international organization, agency or authority (in each case, whether or not having separate legal personality) and shall include their respective successors and assigns and in case of an individual shall include his legal representatives, administrators, executors and heirs and in case of a trust shall include the trustee or the trustees for the time being;

(oo) “Retail Partner/s” shall mean the potential partner engaged by the Company as retail partner;

(pp) “Service” shall mean and include an access provided by Global Tax of its software, programs, documentation, tools, internet-based services, mobile-devices-based services, biometric devices, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) to the Super Partner/Part-ner/Franchise/Suvidha Kendra by Global Tax.

(qq) “Transaction” means an act between a Payer and Super Partner/Partner/Franchise/Su-vidha Kendra towards purchase of goods or services or otherwise from the Super Partner/Partner/Franchise/Suvidha Kendra;

(rr) “Transaction Amount” means the consideration payable for purchase of goods or services, or otherwise by the Payer to the Super Partner/Partner/Franchise/Suvidha Kendra;

(ss) “UIDAI” shall mean the Unique Identification Authority of India,which is a government agency based in New Delhi that serves as the issuing authority for Aadhaar unique identification numbers (UIDs) and cards;

(tt) “UPI Services” shall mean Unified Payment Interface, a multi-platform operable payment network solution which is being provided by NPCI for the purpose of inter- bank transfer of funds i.e., pay someone (push) or collect from someone (pull) pursuant to the rules, regulations and guidelines issued by NPCI, Reserve Bank of India and the ICICI Bank, from time to time;
INTERPRETATION

In this Agreement, unless the contrary intention appears:
1. a reference to an agreement / document / undertaking / deed / instrument / indenture / writing includes all amendments made thereto from time to time as also all schedules, annexures and appendices thereto;
2. an “amendment” includes a supplement, modification, novation, replacement or re-enact-ment and "amended" is to be construed accordingly;
3. "Authorization" includes an authorization, consent, clearance, approval, permission, resolution, license, exemption, filing and registration;
4. the singular includes the plural (and vice versa);
5. the headings in this Agreement are inserted for convenience of reference only and are to be ignored in construing and interpreting this Agreement;
6. reference to the words “include” or “including” shall be construed without limitation;
7. reference to a gender shall include references to the female, male and neuter genders;
8. all approvals, permissions, consents or acceptance required from the Company for any matter shall require the “prior”, “written” approval, permission, consent or acceptance of the Company;
9. in the event of any disagreement or dispute between the Company and the Super Partner/Partner/Franchise/Suvidha Kendra regarding the materiality or reasonableness of any matter including of any event, occurrence, circumstance, change, fact, information, document, authorization, proceeding, act, omission, claims, breach, default or otherwise, the opinion of the Company as to the materiality or reasonableness of any of the foregoing shall be final and binding on the Super Partner/Partner/Franchise/Suvidha Kendra;
10. the term “Global Tax” and “Company” has been interchangeably used in this Agreement;
11. All capitalized terms used but not specifically defined:
  1. Herein shall have the respective meanings ascribed to them under the relevant Schedule(s);
  2. In a Schedule shall have the respective meanings ascribed to them in the main body of this Agreement or in the other relevant Schedule(s).
SCOPE OF THIS AGREEMENT

During the term of this Agreement, the Super Partner/Partner/Franchise/Suvidha Kendra shall identify and refer to the Company, persons operating within the territory for appointment as potential retail partners of the Company with respect to facilitation of the company services (“Potential Partner/s”);
Prior to referring any person as Potential Partner/s, the Super Partner/Partner/Fran-chise/Suvidha Kendra shall conduct a thorough due diligence that: (a) such Potential Partner fulfill the criteria set out by the Company with respect to appointment of Retail Partner/s; and (b) such Potential Partner has the ability to carry out a financial transaction on the platform using the company services. It is agreed and declared by the Parties for the avoidance of doubt that the Company at its sole discretion and with or without providing any reason may reject any Potential Partner to be appointed/engaged as Retail Partner.
Simultaneous with the execution of these presents, the Super Partner/Partner/Fran-chise/Suvidha Kendra shall provide a Security Deposit of a sum of Rs. /- to the Company.
The Super Partner/Partner/Franchise/Suvidha Kendra shall execute this Agreement as the Company requires it to register with Global Tax. The aforesaid Agreement shall be stamped/franked for such amount as mentioned under the Applicable Law.
The Super Partner/Partner/Franchise/Suvidha Kendra’s license shall be evidenced by a Super Partner/Partner/Franchise/Suvidha Kendra code assigned by Global Tax to the Super Partner/Partner/Franchise/Suvidha Kendra.

CONSIDERATION
1. In consideration of the Company providing license to the Super Partner/Partner/Fran-chise/Suvidha Kendra to electronically access and use the Service as may be agreed to be provided by Global Tax along with the electronic device/equipment to accept and receive
  
  payments and to manage the funds, the Super Partner/Partner/Franchise/Suvidha Kendra agrees to distribute and make available the services of the Company to the public at large and receive the Transaction Amount.
2. The Company shall be entitled to receive/deduct any other service fee from Super Partner/Partner/Franchise/Suvidha Kendra for any services provided by Global Tax to Super Partner/Partner/Franchise/Suvidha Kendra as may be specified by the Company from time to time.
3. The Distributor /Aggregator may be entitled commission, discount or service fees, or such other remuneration for the services as may be specified by the Company from time to time.
4. The Super Partner/Partner/Franchise/Suvidha Kendra shall be responsible for payment of its own Taxes, of whatever nature, in respect of all sums payable by the Company to the Super Partner/Partner/Franchise/Suvidha Kendra under this Agreement.
5. Global Tax shall impose such charges and fees as mentioned in the Third Schedule of this Agreement. Super Partner/Partner/Franchise/Suvidha Kendra understands and agrees that such charges and fees may be revised or changed at any time without any prior notice by Global Tax.
6. Global Tax grants the Super Partner/Partner/Franchise/Suvidha Kendra a limited, nonexclusive, revocable and non-transferable license (hereinafter referred to as “Super Partner/Partner/Franchise/Suvidha Kendra’s License”), to electronically access and use the Service as may be agreed to be provided by Global Tax along with the electronic device/equipment to accept and receive payments and to manage the funds the Super Partner/Partner/Fran-chise/Suvidha Kendra so receives. Super Partner/Partner/Franchise/Suvidha Kendra shall be entitled to update of the service, subject to any additional terms made known to Super Partner/Partner/Franchise/Suvidha Kendra at that time, when Global Tax makes these updates available. The Super Partner/Partner/Franchise/Suvidha Kendra shall not have the right to sublicense.
7. The Parties hereby agree, declare and confirm that upon Super Partner/Partner/Fran-chise/Suvidha Kendra being granted the access to the Super Partner/Partner/Fran-chise/Suvidha Kendra Account, the financial transaction of Super Partner/Partner/Fran-chise/Suvidha Kendra paying the amounts to the Company shall become irreversible and irrevocable.
8. The Super Partner/Partner/Franchise/Suvidha Kendra shall provide necessary instructions to its bank or any other financial service provider, assisting and enabling this transaction, in a form prescribed by the Company, ensuring that no Chargeback shall be permitted for the said transaction.
9. Authorization to Post Entries in Super Partner/Partner/Franchise/Suvidha Kendra Account
  
  Super Partner/Partner/Franchise/Suvidha Kendra irrevocably authorizes Global Tax to debit the Super Partner/Partner/Franchise/Suvidha Kendra Account for fees, Chargebacks, returns, fines, customer complaints through bank or directly and any other penalties or amounts owed under this Agreement. In the event the Super Partner/Partner/Franchise/Suvidha Kendra Account lacks sufficient funds or the entry cannot be posted by Global Tax, Super Partner/Partner/Franchise/Suvidha Kendra authorizes Global Tax to post the entries and cause the resultant debits/credits, upon request by Global Tax, before the close of the banking hours for the day or debit the amount from the consecutive transaction amount to be settled to the Super Partner/Partner/Franchise/Suvidha Kendra. Further, it is agreed by and between the parties hereto that in the event the Super Partner/Partner/Franchise/Suvidha Kendra lacks sufficient funds or if an entry cannot be posted by Global Tax then in that event the Super Partner/Partner/Franchise/Suvidha Kendra agrees and undertakes to pay such amounts to Global Tax.
10. Change in Super Partner/Partner/Franchise/Suvidha Kendra Account
  
  Super Partner/Partner/Franchise/Suvidha Kendra shall procure prior written consent of Global Tax before changing the Distributor/ Aggregator Account. Distributor/ Aggregator agrees that upon change in Super Partner/Partner/Franchise/Suvidha Kendra Account, the Super
  
  Partner/Partner/Franchise/Suvidha Kendra Account Verification process shall be re- performed on the new Super Partner/Partner/Franchise/Suvidha Kendra Account, before any credits on account of Payable Amounts can be posted to new Super Partner/Partner/Fran-chise/Suvidha Kendra Account. The Super Partner/Partner/Franchise/Suvidha Kendra shall also pay Global Tax the required charges for carrying out such change, as mentioned under this Agreement.
11. Reserve Account
  
  Super Partner/Partner/Franchise/Suvidha Kendra hereby authorizes Global Tax to establish a Reserve Account, with or without prior notice to Super Partner/Partner/Fran-chise/Suvidha Kendra, at any time prior to, or after termination of this Agreement, to ensure the recovery of any liabilities owed by them or reasonably anticipated by Global Tax in their sole discretion to be owed by Super Partner/Partner/Franchise/Suvidha Kendra pursuant to this Agreement. In addition, Super Partner/Partner/Franchise/Suvidha Kendra further agrees:
  1. Liabilities to be paid from the Reserve Account include but are not limited to those arising out of actual and/or potential post termination Chargebacks, as well as any and all post-termination fees, charges and expenses due or anticipated to be due to Global Tax from Super Partner/Partner/Franchise/Suvi-dha Kendra.
  2. The Reserve Account may be funded and/or replenished by Global Tax by withholding or withdrawing from, or freezing all or any part of, the account and/or any other deposit accounts maintained by Super Partner/Partner/Fran-chise/Suvidha Kendra and/or Guarantor at any bank, wherever found by any means available.
  3. Global Tax may enforce its security interest in the Reserve Account without notice on demand being first made to Distributor/ Aggregator. Global Tax’s right to amounts owed to it by Distributor/ Aggregator pursuant to this Agreement, shall in no way, be limited by the balance or existence of the Reserve Account. Global Tax's rights with respect to the Reserve Account, as well as the security interest granted Global Tax under this Agreement, shall survive the termination of this Agreement.
12. Unusual and Suspicious Transactions/ Account Monitoring
OBLIGATIONS OF SUPER PARTNER/PARTNER/FRANCHISE/SUVIDHA KENDRA
1. Super Partner/Partner/Franchise/Suvidha Kendra represents and warrants to the Company that the execution and delivery by the Super Partner/Partner/Franchise/Suvidha Kendra of this Agreement does not, and the performance by the Super Partner/Partner/Fran-chise/Suvidha Kendra of its obligations hereunder shall not, with or without giving notice:
  - Violate any judgment, writ, injunction or order of any court, arbitrator or governmental agency, applicable to the Super Partner/Partner/Franchise/Suvidha Kendra;
  - Conflict with result in the breach of any provisions of or the termination of, or constitute a default under any, agreement to which Distributor/ Aggregator is or may be bound, including, without limitation, any non-competition, non-solicitation agreement or similar agreement.
2. Super Partner/Partner/Franchise/Suvidha Kendra agrees and undertakes the following:-
  1. It shall at all times ensure compliance with the laws, the provisions of this Agreement, RBI, NPCI and Bank’s Business Correspondent guidelines and Company rules and policies and shall also ensure Distributors Onboarding is compliant with the Bank Guidelines issued from time to time.
  2. It shall not at any point undertake or facilitate, through any officer, employee, agent of the Company, any 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;
  3. It shall ensure that the potential partners shall meet the financial and legal eligibility criteria for Retail Partner as intimated by the Company from time to time;
  4. It shall make correct and accurate representations of the services offered by the Company;
  5. It shall not at any point in time make any communication regarding the services to any person unless and until authorised by the Company;
  6. It shall immediately intimate the Company of any violation of the terms of the retailer agreement and/or the terms and conditions of an agreement made between the Company and the Retail Partner, or of any other circumstances that can cause damage to the business and goodwill reputation of the Company;
  7. It shall undertake the complete responsibility of any fraud, unauthorized transaction, phishing attack on customer cards, tampering with Global Tax M-ATM Device and/or SDK,
    
    chargebacks, refunds, arbitration cases, unlawful activities etc. using the payment processing services of the Company and the Super Partner/Partner/Franchise/Suvidha Kendra shall also indemnify, on demand, the Company for any loss or harm as such.
  8. It shall work exclusively for the Company during the Term and shall not provide its services to any other person, unless permitted by the Company in writing;
  9. During the Term, it shall not directly/indirectly, either individually or through any Person (including through its employees, affiliates or relatives or in a firm where the Super Partner/Partner/Franchise/Suvidha Kendra or any relative or nominee of the Super Partner/Partner/Franchise/Suvidha Kendra is a partner, or in any Company where the Super Partner/Partner/Franchise/Suvidha Kendra or any relative or nominee of the Super Partner/Partner/Franchise/Suvidha Kendra is a director/shareholder):
    1. be appointed as a distributor/strategic business partner/retail partner for any other Person that is carrying out any business that is similar in nature to the business carried by the Company and/or the related entities; and/or
    2. 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 the Company`s and/or Related Entities business activity without the prior written consent of the Company, which consent may be withheld at the Company`s sole discretion.
  10. It shall not encroach upon/solicit business in the territories assigned to other business partners, distributors or retailers of the Company. In the event of disputes between the Super Partner/Partner/Franchise/Suvidha Kendra and any such other business partner of the Company, such disputes shall be resolved by an officer appointed by Company in this regard, whose decision shall be final and binding;
  11. It shall maintain accurate and proper accounts of all transactions between the Retail Partner/s and itself in the form prescribed and updated by the Company from time to time;
  12. It shall observe proper ethics and transparency in all its actions in the course of provisions of the Services and shall not in any circumstances, take any action or make any statement that may mislead any Retail partner, consumer and/or potential partner;
  13. It shall bear the costs of providing any discounts that it offers and not approach the Company to recover such amounts/costs.;
  14. It shall promote the sale of Company`s products/services in accordance with the guidelines issued by the Company from time to time;
  15. It shall make all efforts to settle any disputes that may arise between the Retail Partners and the consumers amicably and in the event any such dispute is referred before a consumer forum or any competent authority then in that event, it shall provide all assistance in settlement of the dispute;
  16. It shall intimate the Company of any change in the constitution and/or location of its office and other place of business;
  17. It shall use its best endeavours and take such steps as the Company may reasonably require ensuring 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;
  18. It shall upon a request made by the Company in writing in this regard:
    1. Immediately freeze all amounts held in Super Partner/Partner/Franchise/Suvidha Kendra Business Account and/or Retail Partner account;
    2. Remit/transfer/return to Company such amounts as is indicated by the Company and/or
    3. Undertake all such actions as is required by the Company in the event of any authorised and/or erroneous transfer made to and/or by the Super Partner/Partner/Franchise/Su-vidha Kendra and/or the Retail Partner.
    1. It agrees and acknowledges that the services provided by the Company including company service is provided on “as is” and “as available” basis and that the use of Company Service by Super Partner/Partner/Franchise/Suvidha Kendra is at its own risk;
    2. It is aware 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 provider through the Company Services or any platform or any hyperlinked website/service;
    3. It shall not without the prior written approval of the Company, 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 Super Partner/Partner/Franchise/Suvidha Kendra is the agent of the Company or do any act, deed or things to bind the Company in any way dealing with any third party/ies.
Terms of Services
Error Handling

7.1 Super Partner/Partner/Franchise/Suvidha Kendra shall promptly examine all Super Partner/Partner/Franchise/Suvidha Kendra transaction statements relating to the Super Partner/Partner/Franchise/Suvidha Kendra Account and immediately notify Global Tax in writing or by email, in case of any errors. The standard delivery method for monthly statements is in an electronic, online version can be downloaded from the app/web or/and receive in email of Super Partner/Partner/Franchise/Suvidha Kendra. Super Partner/Partner/Fran-chise/Suvidha Kendra’s written or electronic notice must include: (i) Super Partner/Part-ner/Franchise/Suvidha Kendra code, assigned by Global Tax and Super Partner/Part-ner/Franchise/Suvidha Kendra’s name and Account number, (ii) the amount of the asserted error, (iii) a description of the asserted error, and an explanation of why Super Partner/Part-ner/Franchise/Suvidha Kendra believes an error exists and the cause of it, if known. Such written notice must be received by Global Tax within ten (10) days of such asserted error. Super Partner/Partner/Franchise/Suvidha Kendra may not make any claim against Global Tax for any loss or expense relating to any asserted error (as mentioned in the notice) for a period of thirty (30) days immediately following receipt of Super Partner/Partner/Franchise/Suvidha Kendra’s written notice. During that thirty (30) days period, Global Tax shall be entitled to investigate the asserted error and Super Partner/Partner/Franchise/Suvidha Kendra shall not incur any cost or expense in connection with the asserted error without notifying Global Tax. If no error is found by Global Tax and sufficient clarifications are provided, the Super Partner/Partner/Franchise/Suvidha Kendra shall be charged fees amounting to 10% of asserted amount or Rupees Two Thousand, whichever is higher. The decision taken by Global Tax will be binding.
PROTECTION OF CONFIDENTIAL INFORMATION:

The Distributors shall hold the Confidential Information in confidence and with the exception of its Affiliates, shall not disclose the Confidential Information to any third party. The Distributors shall protect the Confidential Information by using the same degree of care, but no less than a reasonable degree of care, Global Tax uses to prevent the unauthorized use, dissemination or publication of its own confidential information of a like nature. The Distributors may use and disclose the Confidential Information only for the purpose specified by the Global Tax to its employees, agents and independent contractors (“Representatives”) on a “need-to-know” basis, provided such employees, agents and independent contractors have signed a non disclosure agreement at least as protective of the Global Tax’s rights as this Agreement.
DISTRIBUTORS’S RESPONSIBILITIES
SECURITY CONTROL PRACTICES, AUDIT & DISASTER RECOVERY
DISPUTE MANAGEMENT

Both parties agree to negotiate in good faith the settlement of any disputes that may arise under this Agreement. This Agreement shall be governed by and construed in accordance with the laws of India and subject to exclusive of the courts at Indore
1. Any dispute, controversy or claims arising out of or relating to this Agreement or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the provisions of the Indian Arbitration and Conciliation Act, 1996.
2. The arbitral tribunal shall be composed of three arbitrators, one of the arbitrators is to be appointed by each Party, and a third arbitrator appointed by such arbitrators.
3. The place of arbitration shall be at …….. And any award whether interim or final, shall be made, and shall be deemed for all purposes between the parties to be made, in Pune.
4. The arbitral procedure shall be conducted in English language and any award or awards shall be rendered in English. The procedural law of the arbitration shall be Indian law.
5. The award of the arbitrator shall be final, conclusive and binding upon the Parties. Any appeal of the arbitral award shall be made as per the Indian Arbitration and Conciliation Act, 1996.
DISTRIBUTORS’S COVENANT

Distributors Covenants that Distributors shall:
1. Conduct business in a manner that reflects favorably at all times on Global Tax’s products and the good name, good will and reputation of Global Tax;
2. Avoid deceptive, misleading or unethical practices that are or might be detrimental to Global Tax, or the public;
3. Make no false or misleading representation with regard to Global Tax or Global Tax services;
4. Not publish or employ, or cooperate in the publication or employment of any misleading or deceptive advertising material with regard to Global Tax or Global Tax services;
5. Make no representation, warranties or guaranties to customers or to the trade with respect to the specifications, features or capabilities of Global Tax services that inconsistent with the literature detailed by the Global Tax
6. If it is found that the distributors fails to adhere to the terms and conditions mentioned above, Global Tax shall reserve the sole authority to rescind the agreement that have entered into and shall also make them liable under the relevant sections of IPC, Contract Act, Information Technology Act and also other relevant laws as and when the situation warrants.
7. Distributor shall not make any wrongful use of the company’s device or software for any fraudulent transaction or for the furtherance of any illicit intension or compromise any sensitive information of the payers. Any dereliction of contractual obligation or any misconduct on the part of the distributors shall make them liable under Information Technology Act, 2000 and Aadhaar (Targeted Delivery of Financial and Other. Subsidies, Benefits and Services) Act, 2016 and all statutory rules framed there under, from time to time, in so far as the same has application to its operations in accordance with this Agreement, and also with all other Applicable Laws.
PRICES; EXPENSES
MANPOWER AND UTILITIES

The Distributors shall employ its own manpower in order to fulfill his obligations and duties, which shall arise out of this Agreement. The Distributors shall be responsible for payment of wages/salary to such manpower appointed by them and to comply with all statutory rules and

regulations governing the employment. They shall keep the Global Tax harmless and indemnified against any loss, claim or damages arising from negligence or breach of any rules and regulations.

The Distributors shall engage the services of adequate number of staff for diligent performance of the duties enumerated herein as maybe specified by the Global Tax from time to time.

It is expressly understood that such employees are those of the Distributors and the Global Tax shall not be responsible for any act of such employees.
TRADEMARKS, TRADE NAMES, LOGOS, DESIGNATIONS AND COPYRIGHTS

During the term of this Agreement and subject to the terms and conditions specified herein, Global Tax grants to Distributors a nonexclusive, non transferable, limited license to use, in the territory, Global Tax’s trademarks, trade names, logos and designations only as necessary for Distributors to fulfill its obligations hereunder. Distributor’s use of such trademarks, trade names, logos and designations will be in accordance with Global Tax’s policies in effect from time to time. Changes to this trademark use policy that Global Tax in its sole discretion will specify, shall be effective upon thirty days’ written notice to Distributors. Distributors agree not to attach any additional trademarks, trade names, logos or designations to any Global Tax product. Distributors further agree not to use any Global Tax trademark, trade name, logo or designation in connection with any non- Global Tax services. Global Tax reserves the right to review planned uses of its trademarks, trade names, logos and designations to confirm that they are within the guidelines, prior to usage of such trademarks by Distributors
TRAINING & SUPPORT
HSM device, AWS cloud etc. And for this reason, the Company shall not be responsible and liable for failure of any of these entities and/or infrastructures.
INFORMATION TECHNOLOGY ACT, 2000

Distributors shall implement the documented Information and Security policies & programs as per Rule 8 (1), 8(2) & 8(3) of the Information Technology (Amendment) Act, 2008 and are bound to implement standard as follow:
1. Distributors must comply and ensure that their IT Security policy contains managerial, technical, operational & physical security contracts that are commensurate with the value of information assets being protected and risk exposure.
2. Distributors/Aggregators follow and implement codes of best practices of an industry association duly approved by the Central Government.
3. Distributors/Aggregators should adopt Security practices and procedures must be IS/ISO/IEC 27001, PCI-DSS or other regulatory standards Information Technology (Amendment) Act, 2008.
PENALTIES UNDER THE INFORMATION TECHNOLOGY ACT, 2000

Under Section 43A of the (Indian) Information Technology Act, 2000, a body corporate who is possessing, dealing or handling any sensitive personal data or information, and is negligent in implementing and maintaining reasonable security practices resulting in wrongful loss or wrongful gain to any person, then such body corporate may be held liable to pay damages to the person so affected. It is important to note that there is no upper limit specified for the compensation that can be claimed by the affected party in such circumstances.

Under Section 72A of the (Indian) Information Technology Act, 2000, disclosure of information, knowingly and intentionally, without the consent of the person concerned and in breach of the lawful contract has been also made punishable with imprisonment for a term extending to three years and fine extending to INR 5,00,000

The penal provisions mentioned above shall be applicable on the Distributors if they are found to have committed any such acts.
GUIDELINES UNDER AADHAAR ACT, 2016

LEGAL PROVISIONS IN THE AADHAAR SYSTEM FOR DATA SHARING/DISCLOSURE, OFFENCES AND PENALTIES

This section outlines the manner in which resident privacy and data sharing aspects are addressed in the Aadhaar system while ensuring compliance to the Aadhaar Act 2016.
1. As per the clauses specified in the sub-section (1) of Section 29 of Aadhaar Act, no core biometric information collected/created from the individual would be shared with anyone for any reason whatsoever. Also, the core biometric information / reference is used only for the purpose of the generation of Aadhaar numbers and authentication.
2. The identity information, other than core biometric information, collected or created under the Act may be shared only in accordance with the provisions of this Act and in such a manner as specified by the regulations framed under the Aadhaar Act.
3. The clause (b) of sub-section (3) of Section 29 states that no identity information available with the requesting entity shall be disclosed further, except with the prior consent of the individual to whom such information relates.
4. No Aadhaar number or core biometric information collected or created under this Act in respect of an Aadhaar number holder shall be published, displayed or posted publicly, except for the purposes as may be specified by Aadhaar regulations.
PENALTIES UNDER AADHAAR ACT

Any data sharing violation or attempts relating to impersonation of Aadhaar number holder at the time of enrolment / authentication are subject to offences and penalties in accordance with the clauses specified in Chapter 7 of Aadhaar Act. Some of the penalties associated with the violations on data sharing and impersonation attempts are listed hereunder:
1. Penalty for impersonation at the time of Enrolment (as per Section 34): Whoever impersonates or attempts to impersonate another person, whether dead or alive, real or imaginary, by providing any false demographic information or biometric information, shall be punishable with
  
  imprisonment for a term which may extend to three years or with a fine which may extend to ten thousand rupees or with both.
2. Penalty for impersonation of Aadhaar number holder by altering biometric/demographic information (as per Section 35): Whoever, with the intention of causing harm or mischief to an Aadhaar number holder, or with the intention of appropriating the identity of an Aadhaar number holder changes or attempts to change any demographic information or biometric information of an Aadhaar number holder by impersonating or attempting to impersonate another person, dead or alive, real or imaginary, shall be punishable with imprisonment for a term which may extend to three years and shall also be liable to a fine which may extend to ten thousand rupees.
3. Penalty for impersonation (as per Section 36 for unauthorized collection of resident information): Whoever, not being authorized to collect identity information under the provisions of this Act, by words, conduct or demean our pretends that he is authorized to do so, shall be punishable with imprisonment for a term which may extend to three years or with a fine which may extend to ten thousand rupees or, in the case of a Global Tax, with a fine which may extend to one lakh rupees or with both.
4. Penalty for disclosing identity information (as per Section 37): Whoever, intentionally discloses, transmits, copies or otherwise disseminates any identity information collected in the course of enrolment or authentication to any person not authorized under this Act or regulations made there under or in contravention of any agreement or arrangement entered into pursuant to the provisions of this Act, shall be punishable with imprisonment for a term which may extend to three years or with a fine which may extend to ten thousand rupees or, in the case of a Global Tax, with a fine which may extend to one lakh rupees or with both.
5. Penalty for unauthorized access to the CIDR [as per Section 38(g)]: Whoever, not being authorized by the Authority, intentionally, reveals any information in contravention of sub-section
(5) of Section 28, or shares, uses or displays information in contravention of Section 29 or assists any person in any of the aforementioned acts; shall be punishable with imprisonment for a term which may extend to three years and shall also be liable to a fine which shall not be less than ten lakh rupee
Restrictions on Use
TERMINATION
1. All of Super Partner/Partner/Franchise/Suvidha Kendra’s obligations under this Agreement that arise or are incurred prior to the effective date of termination shall survive the expiration or termination of this Agreement.
2. The Company shall be at liberty to appoint an alternate Super Partner/Partner/Fran-chise/Suvidha Kendra and all amounts paid by Super Partner/Partner/Fran-chise/Suvidha Kendra shall be adjusted against compensation for consequential opportunity loss of the Company. In such a case the Company may require Super Partner/Partner/Franchise/Suvidha Kendra to continue to provide the services till new Super Partner/Partner/Franchise/Suvidha Kendra is appointed.
3. Upon termination, the Company shall refund the Security Deposit to the Super Partner/Partner/Franchise/Suvidha Kendra;
4. The Super Partner/Partner/Franchise/Suvidha Kendra 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 days after termination for the verification of its compliance.
5. Upon termination of this Agreement for any reason stated hereinabove, the Super Partner/Partner/Franchise/Suvidha Kendra shall:
  1. Immediately cease to utilize, promote, market or advertise Company’s products and/or services.
  2. Immediately discontinue to utilize any Intellectual Property including but not limited to logo and the name of the Company and shall immediately handover any and all copies for documentation of such Intellectual Property;
  3. Immediately return to the Company any confidential information provided to Super Partner/Partner/Franchise/Suvidha Kendra under the Agreement including but not limited to all information and data with respect to the Retail Partners and the consumers;
  4. Immediately return to the Company originals and copies of any and all material provided to Super Partner/Partner/Franchise/Suvidha Kendra pursuant to this Agreement;
  5. Immediately discontinue and cease to use the platform and/or any software provided by the Company and shall handover copy of the documentation of such software and shall purge such software or cause it to be purged from all human and electronic media (or other memory devices);
  6. Provide remote access to the Company to disable any software that the Company had installed;
  7. Immediately remove all signboards, banners, glow signboards all such material which indicates any association with the Company from its office and any other premises and Confirm in writing to the Company of having complied with the provisions of this Clause.
SETTLEMENT OF TRANSACTIONS
REPRESENTATION AND WARRANTIES
- Global Tax hereby represents and warrants that:
  - It is an entity duly organized, incorporated and validly existing under applicable laws;
  - It is carrying on its business and affairs in accordance with its Memorandum and Articles of Association;
  - It has all requisite corporate, government and other approvals required to carry on its business;
  - It has the power and authority to execute and deliver this Agreement; and
  - The execution and delivery of this Agreement by the Global Tax does not violate any law, rule, regulation or order applicable to it.
  - It shall make best efforts to service M-ATM/POS Devices and keep the systems up to date. However, the services are dependent on the various entities such as Banks, NPCI, VISA, MasterCard, RuPay etc. Also, services are dependent on infrastructure like HSM device, AWS cloud etc. And for this reason, the Company shall not be responsible and liable for failure of any of these entities and/or infrastructures.
  - Global Tax M-ATM/POS is subject to various certifications in terms of device sale, software services and transaction services.
- Super Partner/Partner/Franchise/Suvidha Kendra hereby represents and warrants that:
- It is an entity duly recognized and validly existing under applicable laws;
- It has all the requisite corporate, government and other approvals required to carry on its business;
- It has the power and authority to execute and deliver this Agreement;
- The execution and delivery of this Agreement by the Super Partner/Partner/Franchise/Su-vidha Kendra does not violate any law, rule, regulation or order applicable to it;
- The Super Partner/Partner/Franchise/Suvidha Kendra has received, reviewed and understood the terms contained herein prior to executing this Agreement;
- The Super Partner/Partner/Franchise/Suvidha Kendra acknowledges that upon execution, this Agreement becomes a binding agreement between the Super Partner/Part-ner/Franchise/Suvidha Kendra and Global Tax from the Effective Date;
- The Super Partner/Partner/Franchise/Suvidha Kendra undertakes and agrees that for availing the Services it shall abide by and duly adhere to and shall not directly or indirectly violate or be in non-compliance with any or all of the terms and conditions of the third parties and all applicable laws including the directions, rules, regulations, directives and notifications issued by Reserve Bank of India and any other statutory regulatory authorities as may be amended from time to time.
- The documents provided for verification of Super Partner/Partner/Franchise/Suvidha Kendra credentials is true and correct as on the date of signing this Agreement.
- At the time of authentication by a Payer, the Super Partner/Partner/Franchise/Suvidha Kendra shall verify the identity of the Payer and ensure that there is no coercion, force or misuse of biometrics of other person.
- The Super Partner/Partner/Franchise/Suvidha Kendra undertakes that all representations and warranties made by the Super Partner/Partner/Franchise/Suvidha Kendra under this Agreement shall, continue to be true and correct in all respects.
DISCLAIMERS
INDEMNITY
1. The Super Partner/Partner/Franchise/Suvidha Kendra undertakes to as and when called upon to do so indemnify, defend and hold harmless the Company and its officers, directors, employees, representatives, agents, respective directors and assigns from and against any and all liability and (including but not limited to liabilities, judgments, damages, losses, claims, costs and expenses, including attorney’s fees and expenses) any other loss that may occur, arising from or relating to: (i) a breach, non-performance or inadequate performance by the Super Partner/Partner/Franchise/Suvidha Kendra of any of the terms, conditions, covenants, representations, undertakings, obligations or warranties
  
  under this Agreement; (ii) the acts, errors, representations, misrepresentations, frauds, willful misconduct or negligence of the Super Partner/Partner/Franchise/Suvidha Kendra, its employees, sub-contractors and agents in performance of its obligations under this Agreement; (iii) the Super Partner/Partner/Franchise/Suvidha Kendra shall indemnify and keep indemnified the Company in the event of a breach of a condition by the agent of the Super Partner/Partner/Franchise/Suvidha Kendra which the Super Partner/Part-ner/Franchise/Suvidha Kendra is bound to impose on sub-agents under this Agreement. The Super Partner/Partner/Franchise/Suvidha Kendra accepts and agrees that the Services offered by the Company in terms of the electronic payment acceptance are subject to final approval of the concerned Partner Third Party Services and banking partners and undertake to duly abide by the guidelines, bye laws, rules and regulations of the statutory bodies. It is hereby clarified that the Super Partner/Partner/Franchise/Suvidha Kendra understand and accepts that Global Tax shall provide the Services on a best effort basis and shall not under any circumstances whatsoever be liable to the Super Partner/Part-ner/Franchise/Suvidha Kendra or to any third party in relation to or in connection with the Super Partner/Partner/Franchise/Suvidha Kendra for any loss, damage whether direct, indirect, consequential, exemplary, or for any interruption or loss of use of data, business, profits. Global Tax specifically disclaims any warranties of any kind, expressed or implied including without limitation any warranty for a particular purpose with respect to the Services provided hereunder. It is agreed by and between the Parties hereto that without limiting the generality of the foregoing provisions, the Services shall subject to Force Majeure mentioned hereinbelow, be uninterrupted or error free or will not have any downtime. The Super Partner/Partner/Franchise/Suvidha Kendra shall be responsible for misconduct of an agent appointed by the Distributor/Aggregagtor. The agent appointed by the Super Partner/Partner/Franchise/Suvidha Kendra shall comply with all the conditions and obligations of these presents
2. Global Tax, Banks, Partner Third Party Services, NPCI and UIDAI under no circumstances shall be liable to the Super Partner/Partner/Franchise/Suvidha Kendra for indirect, incidental, consequential, special or exemplary damages arising from or in connection with this Agreement, even if that Party has been advised of the possibility of such damages, such as, but not limited to, loss of revenue or anticipated profits or lost business.
3. Super Partner/Partner/Franchise/Suvidha Kendra, its directors or its partners or proprietor or its employees or its agents (“Indemnifying Party”) agrees to indemnify and hold harmless Global Tax, NSDL, UIDAI, its directors or its employees or its agents, and its acquiring and processing partners, and their affiliates, employees, agents, representatives, members, or stockholders (collectively referred to as the “Indemnified Party”), from and against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys' fees and other litigation expenses) arising out of any claim, action), judgments, awards, assessments, obligations, damages, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to any of the following events (referred herein after as “Indemnification Event”):
  1. Any dispute between Super Partner/Partner/Franchise/Suvidha Kendra and Payer, or any Chargeslip paid for by or Transaction Gateway Partners;
  2. Any actual or alleged action or omission by the Super Partner/Partner/Franchise/Suvidha Kendra that would constitute a breach or non-performance or inadequate performance of any representation, warranty, undertakings, covenants or obligation of Super Partner/Part-ner/Franchise/Suvidha Kendra set forth in this Agreement;
  3. Any damage or loss caused by negligence, fraud, dishonesty or willful misconduct by Super Partner/Partner/Franchise/Suvidha Kendra or any of its employees, agents or Payers;
  4. The reliability, accuracy, or legitimacy of payment data submitted by Super Partner/Part-ner/Franchise/Suvidha Kendra;
  5. Any alleged infringement of Global Tax’s or third party’s intellectual property rights by the Super Partner/Partner/Franchise/Suvidha Kendra, involving damage done by the Super Partner/Partner/Franchise/Suvidha Kendra to the brand name/trade name/trade-mark/intellectual property of Global Tax;
  6. Any failure of Super Partner/Partner/Franchise/Suvidha Kendra to maintain the confidentiality of Payer information, including biometric details;
  7. Any failure to provide processing services as set forth in this Second Schedule due to any reasons, whatsoever, arising out or in connection with, services not solely attributable to Global Tax, including but not limited to, server failure, system failure, network failure, authentication issues, etc.;
  8. Super Partner/Partner/Franchise/Suvidha Kendra’s wrongful or improper use of the device or service;
  9. Any damage to the device/equipment provided by Global Tax;
  10. Introduction of malicious scripts, virus or cause hacking or security breach of Global Tax website, software or application.
  11. Any transaction submitted by Super Partner/Partner/Franchise/Suvidha Kendra through the service (including without limitation the accuracy of any Product Information that the Super Partner/Partner/Franchise/Suvidha Kendra provides or any claim or dispute arising out of products or services offered or sold by the Super Partner/Partner/Fran-chise/Suvidha Kendra);
  12. Any other party’s access and/or use of the Service with Super Partner/Partner/Fran-chise/Suvidha Kendra’s unique Super Partner/Partner/Franchise/Suvidha Kendra Code/Username, password or other appropriate security code;
  13. any act, neglect, default or omission on the part of the Super Partner/Partner/Fran-chise/Suvidha Kendra, its subsidiaries or any person associated with the Super Partner/Partner/Franchise/Suvidha Kendra, including but not limited to liabilities arising from non-compliance of Standards and Regulations prescribed by UIDAI, from time to time, unauthorized use or disclosure of Confidential Information and failure to comply with data protection and storage requirements, as prescribed by UIDAI, from time to time;
  14. any breach by the Super Partner/Partner/Franchise/Suvidha Kendra of the terms and conditions or its appointment or its obligations under this Agreement;
  15. default or omission on the part of the Super Partner/Partner/Franchise/Suvidha Kendra to follow statutory instructions and guidelines issued by the Government of India, UIDAI, RBI, NCPI, NSDL and any other governmental authority;
  16. Any deficiency in the service or non delivery of products/services; and
  17. Super Partner/Partner/Franchise/Suvidha Kendra’s violation of any law, rule or regulation of India or any other country.
4. 1. Upon the Indemnified Party becoming aware of any matter or circumstance in relation to the Indemnification Event, the Indemnified Party shall forthwith and in any event within a period of seven (7) days following the date on which such matter or circumstance has actually been
    
    brought to/ actually comes to the attention of the Indemnified Party, inform the Indemnifying Party in writing of such matter/circumstance (“Indemnification Notice”).
  2. Upon receipt of the notice by the Indemnified Party, the Indemnifying Party shall perform all the necessary actions so as to make full restitution to the Indemnified Party no later than seven (7) days from the date of final determination of the indemnified claim (“Indemnified Claim”). If the Indemnifying Party does not object to the claims made under the Indemnification Notice, within the period provided above, in accordance with the Indemnification Notice, it shall be conclusively deemed to have accepted the claims made in such Indemnification Notice and must promptly restitute the Indemnified Party on demand. If, however, the Indemnifying Party does object to the claims made under the Indemnification Notice, within the seven (7) days of the receipt of the Indemnification Notice by delivering to the Indemnified Party a notice in writing of such objection, the Indemnifying Party and the Indemnified Party shall make best efforts to amicably resolve the objections. If such objections are not resolved within seven (7) days, either Party may refer the dispute to arbitration as per Clause of this Agreement. Notwithstanding anything contained herein to the contrary, the Indemnified Party shall have the right to demand the payment of the Indemnified Claim amount as and when they arise during the pendency of any dispute resolution; provided that, if it is determined by a final non-appealable judgment of the court of competent jurisdiction or by an binding Arbitral Award, as the case may be, that any such payment of Indemnified Claim paid by the Indemnifying Party to the Indemnified Party was not due and payable to the Indemnified Party under the terms of this Agreement, the Indemnified Party shall on the order of such court or Arbitral Award, refund the Indemnifying Party of such Indemnified Claim amount, where such Indemnified Claim amount were paid by the Indemnifying Party to the Indemnified Party.
  3. The aggregate liability of the Company under this Agreement, on account of any material breach of its obligations shall not exceed INR /-
  4. It is hereby mutually agreed by the Parties that this Clause shall survive the termination of this Agreement.
CONFIDENTIAL INFORMATION
EQUIPMENT HARDWARE AND SOFTWARE
Limitation of Liability

Under no circumstances shall the Company be liable to the other party or any other sub-Super Partner/Partner/Franchise/Suvidha Kendra for indirect, incidental, consequential, special or exemplary damages arising from or in connection with this Agreement, even if that party has been advised of the possibility of such damages, such as, but not limited to, loss of revenue or anticipated profits or lost business.
NOTICES
Any amendment, notice, or other communication under this Agreement by Company to Super Partner/Partner/Franchise/Suvidha Kendra shall be sent either by (i) personal delivery or courier or email/facsimilie or by registered mail as provided in application form; (ii) communication on the website and/or platform; or (iii) at such other address or through such other medium as the Company may previously have notified Super Partner/Partner/Franchise/Su-vidha Kendra in writing.

Kind Attention:

Address:

Email:
OTHER TERMS
Global Tax takes no responsibility and assumes no liability for any User Content, including any loss or damage to any of User Content.
COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed an original but all of which together shall constitute one and the same instrument and any Party may execute this Agreement by signing any one or more of such originals or counterparts. The delivery of signed counterparts by facsimilie transmission or electronic mail in “portable document format (pdf)” or providing consent on website/platform shall be as effective as signing and delivering the counterpart in person.
MISCELLANEOUS

Each Party is responsible for its employee's actions while such employee in its scope of employment. The Parties do not intend to confer any benefits under this Agreement to any person apart from the Parties. Each Party is also responsible for procuring, maintaining and servicing all equipment and software necessary to allow it to engage with the other Party systems, as well as for all related internet, telecommunication, mobile phone (including SMS charges and mobile data plan fees) and other similar fees.
SURVIVAL

The provisions of this Agreement, which by their nature are intended to survive the termination or of this Agreement, including without limitation, the provisions of Clause (Representations and Warranties), Non-compete, non-solicitation and non-disclosure covenants, Intellectual Property, Confidentiality, Indemnity and Miscellaneous shall survive the termination of this Agreement.

IN WITNESS WHEREOF the parties hereto have hereunto set and subscribed their respective hands and seals the day and year first hereinabove written.

SIGNED SEALED AND DELIVERED )

By the within named

SPVAIG Private Limited )

By the hand of its duly authorized representative) Mr. )

In the presence of... )

SIGNED SEALED AND DELIVERED )

By the within named )

By the hand of its duly authorized ) Representative Mr. )

In the presence of.. )

THE FIRST SCHEDULE ABOVE REFERRED TO:-

(Details of Super Partner/Partner/Franchise/Suvidha Kendra) THE THIRD SCHEDULE ABOVE REFERRED TO:-

Schedule of Charges

The following terms and conditions govern Services provided by Global Tax to the Merchant.

COMMERCIALTERMS
1. Fees. Unless stated in the Merchant Processing Agreement (referred to as “MPA”) to the contrary, the following fees are applicable. Additional fees specific if any, to any current or future service offering included in the Service are set forth in MPA defining the terms of that service offering.
  1. Global Tax per Transaction Charges (PPC): As mentioned in Schedule III.
  2. Annual Maintenance charges/Monthly Maintenance Charges: This is charged by Global Tax for providing the services to the Merchant. The charges may vary based on the Services utilized by the Merchant and is mentioned herein under Schedule III of this Agreement.
  3. Set-up Fee: As mentioned in Schedule III.
  4. Merchant Settlement Account Change Fee: If the Merchant changes the Merchant Settlement Account, the fee for processing the change shall be Rs.1,000/- (Rupees One Thousand only) and such change shall be intimated immediately to Global Tax.
  5. Merchant Business Name Change Fee: If the Merchant changes the business name, the fee for processing the change shall be Rs.1000/- (Rupees One Thousand only) and such change shall be intimated immediately to Global Tax.
  6. Chargeback Retrieval: If the Merchant needs the assistance of Global Tax to retrieve any information related to a chargeback, the fee for the same shall be Rs.500/- (Rupees Five Hundred only) for each and every instance where the Merchant seeks such assistance of Global Tax.
  7. Late Payment Fee: In addition to other remedies provided to Global Tax under this Agreement, if any sum is overdue by the Merchant to Global Tax under this Agreement and has not been paid when such amount became due, the Merchant shall pay Global Tax a late payment fee, as set forth in the Agreement, plus a late payment charge equal tone and half percent (1.5%) per month on the unpaid amount or Rs. 300 (Rupees Three Hundred only) whichever is higher, as determined and compounded daily from the date due of such unpaid amount until the date of payment. Payment of such late payment fee and finance charges shall not excuse or cure any breach or default for the late payment herein.
    
    Annexure – 1 Territory
    
    Partnerwill operateinDistrict.
    
    Annexure – 2 Security Deposit
    
    Following amounts to-wards Registration Fees, Advanced Inventory, Suvidha Kendra Manual etc. are payable to SPVAIG PVT. LTD. By Partner.
    1. Registration Fee Non-Refund * Rs. _
    2. Advance Inventory Amount * Rs. _ _
    3. Refundable working capital Rs. _

*This advance inventory amount paid to SPVAIG Pvt. Ltd. will be only recoverable by Partner only after selling the SPVAIG PVT. LTD. Id toSuvidha Kendra acquisition. Also, the Partner must utilize the entire inventory within 90 days of its receipt.

Annexure – 3 PERFORMANCE CRITERIA

Minimum 10 Franchise and 250 Suvidha Kendra within a period of 3 month of Agreement.

Minimum 250 Suvidha Kendra outlets within a period of 3 months of Agreement. Mutually agreed criteria will be prepared and communicated from time to time.
Partner should provide all true and self-attested KYC documents for activation of his services.
All Partners are obliged to be self-equipped by themselves to provide the required installation, training and all other ancillary services to their CSPs/ SPVAIG PVT. LTD. Id’s under his territory in relation with this agreement. Partner shall be itself or himself responsible to collect and verify the KYC documents of the Suvidha Kendra’s nominated by it or him.

DISTRIBUTION AGREEMENT

SCOPE OF THIS AGREEMENT

Super Partner/Partner/Franchise/Suvidha Kendra shall procure prior written consent of Global Tax before changing the Distributor/ Aggregator Account. Distributor/ Aggregator agrees that upon change in Super Partner/Partner/Franchise/Suvidha Kendra Account, the Super

Super Partner/Partner/Franchise/Suvidha Kendra agrees and undertakes the following:-

Super Partner/Partner/Franchise/Suvidha Kendra shall be entitled to update service, subject to any additional terms made known to Super Partner/Partner/Franchise/Suvidha Kendra at that time, when Global Tax makes these updates available.

Super Partner/Partner/Franchise/Suvidha Kendra shall not deposit duplicate Transactions. Super Partner/Partner/Franchise/Suvidha Kendra shall be debited for any duplicate Transactions and shall be liable for any Chargebacks that may result there from.

Super Partner/Partner/Franchise/Suvidha Kendra shall ensure that the Services are not used for money laundering and it is in compliance with Anti-Money Laundering laws, including but not limited to Prevention of Money Laundering Act, 2002 and the rules and regulations made under it.

Super Partner/Partner/Franchise/Suvidha Kendra shall not by itself undertake any repair or modification to the device including installation of unauthorized or any other third party APK files, software or App.

Super Partner/Partner/Franchise/Suvidha Kendra shall only use the APK or the SDK files provided by Global Tax to run the Global Tax Application.

Super Partner/Partner/Franchise/Suvidha Kendra shall not copy, reverse engineer, modify, disassemble, decompile or otherwise attempt to discover the source code or trade secrets for any of the Services or related technology in Global Tax Application.

Super Partner/Partner/Franchise/Suvidha Kendra shall use only secured internet connection to use the Global Tax application. Super Partner/Partner/Franchise/Suvidha Kendra shall not use any open or unsecured or public Wi-Fi connection or internet connection while using the Global Tax application.

Super Partner/Partner/Franchise/Suvidha Kendra shall seek expressed authorization from the Payer for each transaction.

Super Partner/Partner/Franchise/Suvidha Kendra agrees to comply with the various directives and guidelines and/or enter into any other supplementary agreement which is necessitated by any directive or guidelines issued by UIDAI, RBI, NPCI, Bank or any other regulatory body from time to time.

Super Partner/Partner/Franchise/Suvidha Kendra shall not use the Global Tax Services for any activities, which is prohibited by Indian laws.

Global Tax hereby represents and warrants that:

Super Partner/Partner/Franchise/Suvidha Kendra hereby represents and warrants that:

Super Partner/Partner/Franchise/Suvidha Kendra’s wrongful or improper use of the device or service;

Super Partner/Partner/Franchise/Suvidha Kendra’s violation of any law, rule or regulation of India or any other country.

Super Partner/Partner/Franchise/Suvidha Kendra User Account Access

Super Partner/Partner/Franchise/Suvidha Kendra Dispute Notification

Jurisdiction

Arbitration

Partner/Partner/Franchise/Suvidha Kendra is found in breach of this obligation, Global Tax has the absolute right and discretion to impose penalty upon the Super Partner/Part-ner/Franchise/Suvidha Kendra to the extent it deems fit under such scenario.

Super Partner/Partner/Franchise/Suvidha Kendra agrees not to upload to the service or otherwise post, transmit, distribute, or disseminate through the service any material that:

SPVAIG Private Limited )

Fees. Unless stated in the Merchant Processing Agreement (referred to as “MPA”) to the contrary, the following fees are applicable. Additional fees specific if any, to any current or future service offering included in the Service are set forth in MPA defining the terms of that service offering.

Global Tax per Transaction Charges (PPC): As mentioned in Schedule III.

Annual Maintenance charges/Monthly Maintenance Charges: This is charged by Global Tax for providing the services to the Merchant. The charges may vary based on the Services utilized by the Merchant and is mentioned herein under Schedule III of this Agreement.

Set-up Fee: As mentioned in Schedule III.

Merchant Settlement Account Change Fee: If the Merchant changes the Merchant Settlement Account, the fee for processing the change shall be Rs.1,000/- (Rupees One Thousand only) and such change shall be intimated immediately to Global Tax.

Merchant Business Name Change Fee: If the Merchant changes the business name, the fee for processing the change shall be Rs.1000/- (Rupees One Thousand only) and such change shall be intimated immediately to Global Tax.

Chargeback Retrieval: If the Merchant needs the assistance of Global Tax to retrieve any information related to a chargeback, the fee for the same shall be Rs.500/- (Rupees Five Hundred only) for each and every instance where the Merchant seeks such assistance of Global Tax.

Annexure – 1 Territory

Partnerwill operateinDistrict.

Annexure – 2 Security Deposit

Annexure – 3 PERFORMANCE CRITERIA