CHANNEL PARTNER AGREEMENT
This Agreement is made on ______ Day of ---------------, -------- between:
|Paul Fincap Pvt Ltd, a company incorporated under the provisions of Companies act 1956 having its Registered office at SCO 829-830, Sector 22-A, Chandigarh (hereinafter referred to as Company)
||M/s__________________________________ (“Channel Partner”) a company/Firm/ Sole Prop. Concern_____________________ through its Director/Partner/Prop. Mr.______
|Contact details for serving notices (Clause 16)
||Contact details for serving notices (Clause 16)
|Address (complete street address):
||Address (complete street address):
|Facsimile Number: +91
||LL Number: +91
|Telephone Number: +91
||Mobile Number: +91
- The Company is engaged, inter alia, in the business of enabling various electronic payment transactions including Mobile recharges, DTH recharges, Bill collection including mobile bills, utility bills (including pre-paid and post-paid bill collection services), Domestic Money Transfer, Travel bookings etc. and has business arrangements with various service providers, billers and similar entities (“Service Providers”) for managing various electronic payments and collections services (defined more particularly as “Services” hereinafter).
- Whereas the Company wishes to appoint [insert name of Channel Partner] as its Channel Partner having its Locations/Offices at _________________________________ ________________________________________ herein after referred to as Retail Outlet for the purpose of offering the services relating to Prepaid Instruments, hereinafter to be referred to as “Service”.
- Appointment of Retail Outlet
- Appointment - With effect from the date of this Agreement, the Company appoints the Retail Outlet to act as its Channel Partner for the purpose of offering Services as given in Schedule 1 to this Agreement in accordance with the terms and conditions outlined herein.
- The Retail Outlet accepts its appointment as Channel Partner of the Company and agrees to perform all of its obligations under this Agreement in accordance with the terms and conditions outlined herein.
- The Retail Outlet represents and confirms that, as on the Commencement Date, it is not party to any agreement by whatever name called and of whatever nature that restricts or prevents or stands in the way or would stand in the way on a later date from performing or fulfilling any of its obligations under this Agreement, or is prejudicial to the interests of the Company.
- Without prejudice to the generality of the foregoing, the Retail Outlet shall, during the Term of this Agreement, be under an obligation to not to enter into any agreement or become a part of any business association present or future that may adversely affect the commercial or other interests of the Company.
- No partnership or contract of employment - Nothing in this Agreement shall be construed as implying that the relationship between the Company and the Retail Outlet is that of partners, or employer and employee. The Retail Outlet acknowledges and confirms its position and relationship with the Company as an independent contractor.
- Offering the Service
- Compliance with Agreement - The Retail Outlet shall at all times offer the Services in accordance with the terms and conditions of this Agreement and any other written guidelines issued by the Company. Notwithstanding the above, in offering the Services, the Retail Outlet shall ensure that it complies with all applicable laws and regulations including, but not limited to Guidelines issued by Reserve Bank of India from time to time on KYC, maximum amount of transactions and other matters. The Channel Partner shall sight original Photo ID in case of transactions, where KYC has been prescribed by RBI and will retain the copy of the same for records. As a token of having inspected the original, the –Retail Outlet shall endorse OSV (Original Seen & verified) on the copies of the Ids. The copies will be submitted to the Company as directed by the Company
- Licences and permits - The Retail Outlet shall at all times hold any licences and permits as maybe required to offer the Service under any Law.
- Funds held in trust - The Retail Outlet shall hold all monies related to the Service in trust for the Company.
- Audits and inspections - The Company or any party authorized by it at any time may visit the Retail Outlet’s locations for the purpose of auditing the Retail Outlet’s compliance with the terms of this Agreement & applicable law.
- Settlement and Charges
- Sur-Charges for Domestic Money Transfer - The Retail Outlet shall pay surcharge of 0.5% of transaction amount. Any sort of Tax liability on the earnings of the Retail Outlet will be borne by the Retail Outlet itself.
- Settlement - For offering the services under this agreement, the Retail Outlet will deposit advance funds with the Company in designated Bank accounts as intimated by company from time to time and in no circumstances the Retail Outlet will be allowed to do transactions beyond the amount of advance funds deposited by him with the company.
- Operating hours and location
- Location - The Retail Outlet shall offer the Service from the Locations approved by the Company only. Should there be any change in the address of the Location or the Constitution of the Retail Outlet, the Retail Outlet shall seek prior written approval from Company.
- Interruptions to operation - Where the Retail Outlet is impeded in offering, or is unable to offer, the Service in accordance with Clause 4.1, the Retail Outlet shall immediately notify the Company and provide details of the nature of the interruption and its expected duration.
- Advertising and promotion
- Promotion of the Service - The Retail Outlet shall use its best efforts to advertise and promote the Service.
- Cessation - Upon the request of the Company, the Retail Outlet shall cease advertising or engaging in any other form of promotion which, in the opinion of the Company, in their absolute discretion, is considered to be:
- harmful or adverse to the business or business reputation of the Company or any of its subsidiaries or affiliates; or
- Misleading or deceptive, or likely to mislead or deceive.
- Inconsistent business ventures-
- The Retail Outlet agrees on its own behalf, and on the behalf of its affiliates, subsidiaries, employees, officers, Partners and directors, that neither it nor they shall during the Term of this Agreement and for one year thereafter act as a Channel Partner or Retail Outlet of any other Company for offering same or similar services without the prior written consent of the Company.
- The Retail Outlet acknowledges and agrees that the restrictions contained in clause 6(b) are reasonable and necessary to protect the reputation & bonafide interests of the Company and agrees that the compensation received under this Agreement anticipates the operation of clause 6(b) during as well as after the Term of this Agreement.
- Record-keeping and audit
- Records - The Retail Outlet shall store/keep records of all Transactions in accordance with the RBI Guidelines/applicable law.
- Access and audit - The Company shall have access to the records referred to in Clause 8.1 for the purpose of auditing and reviewing such records.
- No property - The Retail Outlet acknowledges and agrees that the records referred to in Clause 7(A) shall remain at all times the property of Company and the Company shall have the right to call for any such records at any time and failure of the Retail Outlet in complying with this clause will entitle the Company to withhold any payments due to the Retail Outlet under this agreement or under any agreement with any Associate Company of the Company, in addition to taking any other action as it deems fit.
- Handling of personal data - The Retail Outlet will not use the personal data of the customers for any other purpose except for discharging its functions under this agreement.
- Accounting - Notwithstanding any other provision of this Agreement, the Retail Outlet shall be absolutely liable to account for all funds coming into its possession in connection with the Service and shall hold all moneys in trust for the Company. Retail Outlet shall indemnify Company against all liability, loss and expense incurred by Company because of Retail Outlet’s loss of money from the Service.
- Assumption or risk, indemnity and insurance
- Assumption of risk - The Retail Outlet assumes all risks and losses arising from or in connection with offering the Service, including, but not limited to, theft, forgery, robbery and damage, destruction, loss or disappearance to, or of, any property or cash (including Software and Equipment).
- Indemnity - The Retail Outlet shall indemnify and keep indemnified the Company against any liability, cost, judgment, penalty, fine or the like, including, but not limited to, reasonable legal fees sustained or paid by the Company by way of suit, claim, settlement or otherwise as a result of any act or omission by the Retail Outlet, its employees or agents in connection with the Service.
- Copyright and other property rights
- General - The Retail Outlet acknowledges and agrees that all trade names, trademarks, service marks, logos, copyright and other property rights of the Company or any other Service Provider will remain the exclusive property of the Company/Service Provider. The Retail Outlet shall not assert any claim in respect of any such property rights during the Term of this Agreement or thereafter.
- Customer information - Subject to Clause 11.C, the Retail Outlet acknowledges and agrees that all Customer information is to remain the exclusive property of the Company and shall not be transferred, disclosed or used by the Retail Outlet for any purpose without the prior written consent of Company.
- Permitted disclosure - The Retail Outlet may transfer and disclose information in respect of Customers to law enforcement authorities as required by law
- Termination and suspension; discontinuance
- Discontinuance - The Retail Outlet acknowledges and agrees that:
- The Company is not obliged to continue the Service; and
- The Company may discontinue the Service at any time without any liability to the Retail Outlet
- Company will have the right at any time to terminate or suspend this agreement by giving a prior written notice of 30 days, as per its sole discretion without assigning any reasons
- This Agreement shall continue to be in force until terminated as per this clause.
- Post-Termination obligations - Following Termination, the Retail Outlet shall:
- Promptly render a full account to the Company with respect to the Service and shall remain absolutely liable for all amounts, fees and other charges in accordance with this Agreement;
- Immediately remove, or permit the Company to remove, all signs, displays or other materials pertaining to the service
- Refer all inquiries regarding the Service to a telephone number and/or a location specified by the Company and shall at no time refer any such inquiry to a person offering a system in any way similar to the Services under this agreement; and
- Ensure that it complies with all obligations contained in this Agreement which are intended to continue in existence after Termination including, but not limited to, the obligations contained in clause 6.
- Form and content -A notice in connection with this Agreement shall be in writing and shall be delivered to the receiving party.
- Timing and effect - Unless a later time is specified in the notice, a notice takes effect from the time it is received.
- Receipt - For the purpose of Clause 13.B, a notice is received when:
- In case of a letter, it is delivered to the address of the recipient specified in this or as changed in terms of clause 4.A ; and
- In the case of a facsimile, on production of a transmission report by the machine from which the facsimile was sent which indicates that the facsimile was sent in its entirety to the facsimile number of the recipient notified for the purpose of this clause in this Agreement.
- Waiver - Waiver of a breach of any term or condition of this Agreement by either the Company or the Retail Outlet shall not be deemed or construed to be a waiver of any subsequent breach of the same or another term or condition.
- No Assignment
- Assignment - The Retail Outlet shall not at any time during the Term of this Agreement:
- Assign any of its rights, benefits or entitlements under this Agreement to any other party; or
- Sell, transfer or otherwise dispose of a significant portion of its assets
- Governing law and Jurisdiction - The Company and the Retail Outlet agree that this Agreement is governed by the laws of the Republic of India. The Courts of Chandigarh shall have exclusive jurisdiction over all matters arising out of or relating to this Agreement.
- Whole Agreement - This Agreement, including the schedules and any documents it refers to, constitute the entire Agreement between the parties with respect to the offering of the Services and supersedes any previous agreements or understandings between the parties.
Each Party has caused this Agreement to be executed by its duly authorized Agent. THIS AGREEMENT DOES NOT BIND EITHER PARTY UNTIL SIGNED BY BOTH PARTIES
By: ____________________________ By: ____________________________
Name: _______________________ Name: __________________________
Title: Authorized Signatory Title: Prop./Partner/Director