AGREEMENT
This Agreement is made at Mumbai on this ______day of ______, 2014between Interactive Financial & Trading Services Pvt. Ltd., a company incorporated under the Companies Act, 1956 having its registered office at Everest Square, 6th Floor, Junction of Shraddhanand and Nehru Road, Vile Parle (East), Mumbai-400057 hereinafter referred to as “IFTSPL” (which expression unless repugnant to the context or meaning thereof shall mean and include its successors and permitted assigns) of the One Part.
AND
“______” having its Registered Office/Business Addressat
______
hereinafter referred to as “ItzCashWorld (ICW)”(which expression unless repugnant to the context or meaning thereof shall mean and include its successors and permitted assigns) of the Other Part.
WHEREASIFTSPL has executed an agreement with Itz Cash Card Ltd. (ItzCash);
AND WHEREASIFTSPL is planning to expand its channel network by appointing Franchisees for collection of cash/paymentsusing its ICW Master Accountfrom the customers of various entities and government bodies who have tied up as a Merchant with Itz Cash Card Ltd (ItzCash) to facilitate payment of their bills, booking air tickets, payment of property tax etc. through a Franchisee Account named as ICW MasterAccount wherein the payment is collected in advance from the Franchisees and are adjusted against such collections.
AND WHEREAS the ICW is having the business of ______;
AND WHEREAS the ICW has the requisite knowledge of online ticket Booking and the market in which online payment as aforesaid can be madeand is equipped to use ICW Master Account. The ICW also has the necessary experience and infrastructure for online ticketing and offering other servicesby usingICW Master Account;
AND WHEREAS the parties are desirous of entering into an arrangement whereby the ICW shall useICW Master Accountas an online payment facilitator for online purchase of goods and services on the website of various Merchants of ItzCashand also for marketing various other products of ItzCash, collection of funds, collection of Know Your Customer (KYC) documents, top-up of services and other business payment facilitator as directed, from time to time, by ItzCash through IFTSPL;
AND WHEREAS at the request of the ICW, IFTSPL has agreed to appoint ICW, and the ICW has accepted such appointment on the terms and conditions hereinafter mentioned.
NOW THIS DEED WITNESSETH AS FOLLOWS:
SEC.I. DEFINITIONS:
"ICW Master Account" shall mean the virtual account maintained by every ICW with IFTSPL where the advances are deposited by the Franchisees and are adjusted by IFTSPL against collection of energy/mobile bills, online payment towardsonline shopping, booking of air/bus tickets, payment of property tax, municipal tax, collection of insurance premium, etc.by ICW from customers of various merchants, entities and government bodies having tied-up with ItzCash.
“ICW” shall mean “ItzCash World” Franchiseewhich usesICW Master Account for online ticketing, collectionof funds and other online business payments.
"Parties" shall mean parties to this Agreement.
SEC. Il. APPOINTMENT AND DURATION:
IFTSPLhereby appoints the party of the other part as ICW and the party of the other part viz. ICWhereby accepts the appointment to use ICW Master Account for collection of energy/mobile/landline phone bills, payment towards booking air tickets, bus tickets, payment of property tax, municipal taxes, insurance premium etc. customers of various entities and government bodies which have tied up with ItzCashsubject to terms and conditions hereinafter appearing. The appointment of ICW will be effective and in force for a period of 1 year (One year) with effect from ______or unless otherwise terminated in writing by IFTSPL as per the terms agreed between the parties in this Agreement.This agreement may be further renewed as may be mutually agreedbetween the parties. The appointment of ICW shall be on a Non-exclusive basis unless specified otherwise in this agreement.ICW may act as retailer to sell ItzCash card to customers.
SEC. III.CONSIDERATION:
ICW shall operate on the commission fixed by IFTSPL and communicated to ICW from time to timefor services provided to customers of various entities and government bodies which have tie-up with ItzCash, after deducting applicable TDS and other applicable taxes. ICW is entitled to charge from the end consumers a fee for online transactions done on merchant’s websiteas may be prescribed from time to time by ItzCash. ICW is advised to go through the circulars; notification displayed on the website of ItzCash from time to time and strictly comply with the same.IFTSPLwill charge appropriate fees & deposit from time to time for maintenance of ICW Master Account. Theseratesof fees payable by ICW is liable to be changed without prior notice and at the sole discretion of IFTSPL.
Sec IV: PAYMENT TERMS:
ICWs shall make payment in advance for credit in ICW Master Account maintained with ItzCash and for activation ItzCash Cards supplied by IFTSPL for distribution. Activation of the ItzCash Cards / credit in to ICW Master Account shall be made only to the extent of the amount received/realised.
ICW is entitled for commission for recharge, activation or reloading the ItzCash card or ICW Master Account as the case may be as mentioned in Annexure-I hereto.
The commission shall be paid directly by Itz Cash Card Ltd as issuer and not by IFTSPL after deducting applicable taxes if any. ICW shall raise monthly invoice for claiming such commission on ItzCash Card Ltd.
SEC.IV. RESPONSIBILITIES AND DUTIES:
ICW will use ICW Master Accountfor the purpose of online ticketing and any other online Business payment as may be directed by IFTSPLfrom time to time and in the Areas assigned to the ICW. ICW shall without any liability to IFTSPL appoint adequate manpower to service the end users in the area. This is to undertake material installation, collection of billspayment towards booking air tickets, payment of property tax, etc. by ICW from customers of various entities and government bodies which have tie-ups with ItzCash.
ICW shall maintain adequate manpower resources as recommended by IFTSPL from time to time.
ICW shall not make any representations or grant warranties in respect of the products or services of various entities and government bodies except as specifically permitted in writing by IFTSPL. ICW agrees to comply with all such directions that may be given by IFTSPL from time to time as to the requisite documents to be obtained and other requirements to be fulfilled from/by theCustomers of various entities, insurance companies and government bodies on whose behalf the payment is collected.
ICW shall adhere to the commission rates fixed by IFTSPL and ICW shall not make any change in the said selling and distribution Commission without the prior written permission from IFTSPL.
ICW when acting as retailer to sell ItzCash Cards shall not exceed the total amount of Rs.10,000/- towards the sale of Essential Service category (ESC) of cards to one individual.
SEC. V. OBLIGATIONS OF ICWs AND THEIR CUSTOMERS:
ICW shall access websitesof respective merchant only for lawful purposes and shall be responsible for complying with all applicable laws, statutes and regulations in connection with the use of Merchants’ website wherein the ItzCash Card as Payment Gateway and ICW Master Account is integrated. ICW shall not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, assign, create derivative works from, transfer or sell any information, products or services obtained from ItzCashor any other website of the Merchants tied up with ItzCash. ICW shall not create any information, products or services obtained from these websites or “Frame” except with the express advance written permission of ItzCash or its Merchant. ICW shall use ICW Master Accountfor the payment of amount for purchase of /availing products/services as mentioned on the website of ItzCash or its Merchants.ICW Master Account shall not be used for availing of porn services, purchase of prohibited arms, weapons and ammunitions and any unlawful purposes/activities. The ICW shall not deal with any person appearing in the list of Terrorist individuals/organisations circulated by the Reserve Bank of India (RBI) from time to time. The ICW further ensures that they would be checking the updated list made available on the web portal/website of RBI and/or ItzCash as may be used by them for doing their franchisee business. The ICW will neither abet nor be a party to any illegal/criminal/money laundering activities.
The information which ICW provides in the Registration page must be complete and accurate. IFTSPLreserves the right at all times to disclose any information as IFTSPL deems necessary to satisfy any applicable law, regulation, legal process, or Government request.
ICW should issue receipt for money collectedby him from customer and the same has to be produced by the customer to claim refund from ItzCash and its Merchant in case of cancellation of transaction.
It would be obligatory on the part of ICW to impose similar procedure, terms and conditions and rules on all its customers, as ItzCashits Merchant would follow with its customers, on its website, except that there would be no restriction on number of transactions done by ICW on website of ItzCash or its Merchants.
Payment by ICW to Merchant for online transaction will be made through ICW Master Accountonly.
DISCLAIMER:IFTSPL or ItzCashare not responsible for wrong E-Booking or purchase of goods on the website of ItzCash or its Merchants due to incorrect detail/details furnished by customer and entered by ICW on respective website.
SEC. VI. CANCELLATION/REFUND/MODIFICATION OF ONLINE TRANSACTIONS:
Refunds will be credited into the ICW Master Accountof ICW used for payment towards online booking/ online purchase of goods/services/online shopping. ICW will be responsible for cash refunds to the respective customers. In case of proved misconduct in this regard, the minimum punishment will be termination of his authorization for onlinetransactions, freezing of ICW Master Account and monetary penalty on case to case basis at the discretion of IFTSPL.
ICW is duty bound to refund the cancellation amount of the customer who booked the ticket or purchased goods/services after making payment to ICW and later got it cancelled. ICW would not adjust the cancellation amount with any of its previous dues, until and unless the customer is in continuous running account with the ICW.
If ICW is found guilty of misconducts in any refund for cancellation transaction, ItzCash orIFTSPL may impose suitable penalty. This is without prejudice to any other legal action that ItzCash or IFTSPL may take.
SEC.VII. PRIVITY OF CONTRACT:
ICW will do online transaction on the website of any Merchant of ItzCash for its customers with clear understanding that:
There is no privity of contract of ItzCash or IFTSPL with the customer of ICW in the matter ofonline transaction, cancellation or in relation to any payment or refund for such transactions.
The customer of ICW will make all its claims of whatever nature only against ICW and not against ItzCash orIFTSPL.
There will be no additional or exceptional liability in relation to online transactions doneby ICW except the normal refund as per the terms and conditions applicable when goods/services are sold directly by ItzCash or its Merchants.
SEC.VIII. TARGETS:
Targets will be determined jointly by the ICW and IFTSPL from time to time and will be based on the market potential. The targets would be reviewed by IFTSPL on a monthly and quarterly basis. ICW shall make its best efforts to achieve the targets. ICW is authorised to use logo and signages depicting that it is an authorised agent of ItzCash/ITIPL.
SEC.IX.REVIEW OF ICW’S OPERATIONS:
To safeguard the interests of both the parties, IFTSPL/ItzCash reserves its right to appoint technical/financial team to review the operations of ICW during the term of this Agreement. The technical/financial team shall visit the office/place of business of ICW with prior intimation and shall review all transactions of ICW to its satisfaction. It shall be ICW’s obligation to co-operate with technical/financial team during such period of review of operations.
SEC. X. OWNERSHIP RIGHTS AND INFRINGEMENT:
Each of the parties represent to the other that they own all rights, title and interest in or has the right to use their respective trade names / trade marks and logos and neither of them will acquire any interest in any trade names, trade marks and logos of the other by virtue of this Agreement or otherwise.
Each of the parties shall forthwith give notice in writing to inform the other of any infringement or colorable imitation of any of the trade names or trademarks or logos belonging to the other party or IFTSPL. Each party shall at all times, if so required by the other, whose trade descriptions / trademark / trade names/ logos are infringed, render all assistance to restrain the infringement or colorable imitation of any such trade descriptions, trade names or trademarks and logos. Parties shall forthwith cease and desist from using the trade descriptions,trade names, trademarks, logos, letterheads and other material having other name or logo on termination of this Agreement as provided in Termination clause below.
SEC. XI. TAX AND LEVY:
It is agreed and understood between the parties that in case if any taxes or levies are imposed due to existing or any new or amendment of the existing rules and regulations, IFTSPL reserves a right to recover such taxes and levies from ICW. ICW shall raise monthly invoice for the commission payable on use and recharge of ItzCash card as a retailer.
SEC. XII. LIABILITY:
Limitation of Liability:ItzCash/IFTSPL shall not be liable to ICW save as expressly provided for in these Terms & Conditions and shall have no other obligations, duties or liabilities whatsoever in contract, tort or otherwise arising out of the use of online booking or connection to the website. To the maximum extent permitted by law, ItzCash and/or its respective Merchant hereby disclaim/s all warranties, terms & conditions with regard to this information, products and services including all implied warranties, terms and conditions, by statute, collaterally or otherwise of satisfactory quality, fitness for a particular purpose, title and non-infringement. In no event shall ItzCash/IFTSPL and / or its suppliers be liable for any loss of profit, loss of revenue, wasted time, wasted costs, indirect, incidental, special or consequential loss arising out of or in any way connected with the use of the online booking facility through website or otherwise or with the delay or inability to use online booking facility of ItzCash Payment gateway or of any information, products and services whether based on contract, tort, strict liability or otherwise.
Accuracy of Information:ItzCash or its Merchants shall use reasonable endeavors to check the accuracy of the information published online or through their website. ItzCash, IFTSPL or its Merchants gives no warranty as to the accuracy of such information given on their website and reserves the right to amend and vary the contents of this website from time to time without notice. The websites of ItzCash or its Merchants may contain links to third party websites (“linked sites”). The linked sites are not under the control of ItzCash or IFTSPL and ItzCash, its Merchant or IFTSPL is not responsible for the contents of any linked sites, including without limitation any link contained in a Linked site, or any changes or updates to a Linked site. ItzCash or IFTSPL is not responsible for web casting or any other form of transmission received from any “Linked site” nor is ItzCash or IFTSPLresponsible if the Linked site is not working appropriately. ItzCash and its Merchants are providing these links only as a convenience and the inclusion of any link does not imply endorsement by ItzCash or its Merchants of the site or any association with its operators. ICW is responsible for viewing and abiding by the privacy statements and terms of use posted at the Linked sites.
Any transaction with third parties including advertisers on the website of ItzCash or its Merchant, participation in promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely among ICW, advertiser or other third party. ItzCash, its Merchant or IFTSPL shall not be responsible or liable for any part of any such dealings or promotions.
Maximum Liability: The maximum amount of liability of Merchant to ICW for all loss or damage arising out of online booking through website or otherwise and the service whether in contract or tort (including any liability for negligence howsoever arising out of or in connection with the performance of Merchant obligations in the provision of the website and Merchant service) shall be limited to the value of the transaction amount through use of this service.