o THIS DOCUMENT IS AN ELECTRONIC RECORD IN
TERMS OF THE INFORMATION TECHNOLOGY, ACT, 2000 AND RULES MADE THEREUNDER. THIS
ELECTRONIC RECORD IS GENERATED BY A COMPUTER SYSTEM AND DOES NOT REQUIRE ANY
PHYSICAL OR DIGITAL SIGNATURES. THESE TERMS & CONDITIONS WERE UPDATED ON 15
February 2016 (hereinafter referred to as the “Agreement”/ “Terms of Use”)
o 1. INTRODUCTION ON THE SCOPE OF THE
AGREEMENT
o TERMS AND CONDITIONS CONSTITUTE LEGAL
CONTRACT. The terms stated herein including any additional guidelines and/or
future modifications to this Agreement read together with the Privacy Policy,
available at www.dxzone.in shall constitute a legal contract between any person
utilizing DXZONE THE SERVICE PROVIDER (“User”) of the one part, and DXZONE THE
SERVICE PROVIDER (“DXZONE THE SERVICE
PROVIDER ”/“Company”) having its registered office at HALHALI, DHALAI TRIPURA,
799286 of the other part (collectively referred to as “Parties” and singularly
referred to as “Party”).
o ACCEPTANCE OF T&Cs. By using, browsing,
accessing, registering or accessing www.dxzone.in or any mobile application
developed by DXZONE THE SERVICE PROVIDER (“Site”), or availing any service
rendered by DXZONE THE SERVICE PROVIDER, a User fully, absolutely and
unequivocally agrees to comply with and abide by the Agreement.
o ELIGIBILITY. DXZONE THE SERVICE PROVIDER
services are open only to persons of 18 years of age and above who have a valid
e-mail address and mobile phone number. Users who have been previously
suspended or removed from availing any service by DXZONE THE SERVICE PROVIDER
shall not be eligible to avail services from DXZONE THE SERVICE PROVIDER. Users
shall not impersonate any person or entity, or falsely state or otherwise
misrepresent identity, age or affiliation with any person or entity. If you are
below 18 years of age, please exit the Site.
o APPLICABILITY. The terms of this Agreement
shall be applicable to Users, Business Partners, Alliance Partners and
Applicable Controlled Entities, as set forth in this Agreement. This Agreement
shall be deemed to be incorporated in the Applicable Agreement. Any reference
to the “Agreement” shall include a reference to the Applicable Agreement and
any reference to “Applicable Agreement” shall include a reference to this
Agreement.
o INCONSISTENCY. Notwithstanding anything
contained herein, Applicable Agreement shall prevail over this Agreement in
case of any inconsistency.
o 2. DEFINITIONS AND INTERPRETATION
In this
Agreement, unless the contrary intention appears and/or the context otherwise
requires, capitalized terms defined by: (i) inclusion in quotation and/or
parenthesis have the meanings so ascribed; and (ii) the following terms shall
have the meanings assigned to them herein below:
“Alliance
Partners” are individuals/sole-proprietorships/companies/LLP’s etc who have
entered into a service agreement with DXZONE THE SERVICE PROVIDER for offering DXZONE
THE SERVICE PROVIDER’ products and services through web/mobile/API or through
any channel whose particulars are listed in Clause 1 of the service agreement
with Alliance Partners.
“Applicable
Agreement” refers to service agreement in relation to Business Partners and
Alliance Partners.
“Applicable
Controlled Entity” collectively refers to (i) Sub-Partners appointed by
Business Partners, and the Alliance Partners.
“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 and rules made thereunder, Policy Guidelines on
Issuance and operation of Pre-paid Payment Instruments in India.
“Business
Partners” are firms who have entered into a service agreement with DXZONE THE
SERVICE PROVIDER whose particulars are listed in Clause 1 of the service
agreement.
“Confidential
Information” means and includes the Intellectual Property and any and all
business, technical and financial information of DXZONE THE SERVICE
PROVIDER or of any of its affiliates
that is related to any of the arrangements contemplated in this Agreement or
any other agreement in which this Agreement is incorporated by reference or
otherwise disclosed by DXZONE THE SERVICE PROVIDER to the User any information which relates to
its financial and/or business operations, including but not limited to,
specifications, models, merchant lists/information samples, reports, forecasts,
current or historical data, computer programs or documentation and all other
technical, financial or business data, information related to its internal
management, customers, products, services, anticipated products/services,
processes, financial condition, employees, merchants, Intellectual Property,
marketing strategies, experimental work, trade secrets, business plans,
business proposals, customer contract terms and conditions,
compensation/commission/ service charges payable to the User, and other
valuable confidential information and materials that are customarily treated as
confidential or proprietary, whether or not specifically identified as
confidential or proprietary.
“Customers”
shall mean persons, including all body corporate, partnerships, limited
liability partnerships, who are availing services, either as a consumer or
otherwise, rendered by a service provider through the User using DXZONE THE
SERVICE PROVIDER products or services.
“Credit”
shall mean the payment made by the Business Partner/Alliance Partner to the
Company to carry out transactions through the DXZONE THE SERVICE PROVIDER
platform.
“Effective
Date” shall mean the date of activation of the account of the User on DXZONE
THE SERVICE PROVIDER portal.
“DXZONE THE
SERVICE PROVIDER Platform” shall mean and include, the platforms (website,
mobile app, others) of DXZONE THE SERVICE PROVIDER that the User accesses for registration
and further for transacting, including all contents, services, and technology
offered through the Platform.
“Intellectual
Property” shall mean all intellectual property used for the purpose of or in
association with or in relation to the performance of this Agreement and
Applicable Agreement, and includes without limitation, (a) Software, operating
manuals, software code, program, instructions, specifications, processes, input
methods, data or information used in relation to, or in association with, or
for the operation of the software installed by DXZONE THE SERVICE PROVIDER, (b)
the trademarks, service marks, trade names, business names, logos, symbols,
styles, colour combinations used by DXZONE THE SERVICE PROVIDER during the
course of its business and all depictions, derivations and representations
thereof, (c) all promotional material including without limitation,
advertisements, literature, graphics, images, content and the ‘look and feel’
of all of the above, (d) all information, data or material in whatever form,
whether tangible or not, provided by DXZONE THE SERVICE PROVIDER to the User
during the course of Applicable Agreement; and (e) all techniques, formulae,
patterns, compilations, processes, inventions, practices, methodology,
techniques, improvement, utility model, procedures, designs, skills, technical
information, notes, experimental results, service techniques, samples,
specifications of the products or services, labeling specifications, rights on
software, and any other knowledge or know-how of any nature whatsoever.
“Merchants”
shall mean individuals and/or entities registered on DXZONE THE SERVICE
PROVIDER platform and/or appointed by DXZONE THE SERVICE PROVIDER and/or for
discharging functions prescribed under these terms & conditions and/or
includes Business Partners, Alliance Partners, etc.
“Products”
shall mean products developed by DXZONE THE SERVICE PROVIDER including products
permitting electronic top-ups, utility bill payments, travel bookings, delivery
of various financial products, other value-added services using various devices
like ATMs, POS, Mobile Apps, Internet and any other products available on DXZONE
THE SERVICE PROVIDER platform from time to time.
“Service
Provider” shall mean any entity with which DXZONE THE SERVICE PROVIDER has,
directly or indirectly, executed an agreement for facilitating Transactions
between such entity and its Customers.
“Software”
shall include custom-built software that is owned by DXZONE THE SERVICE
PROVIDER, or software that has been licensed from third party suppliers by DXZONE
THE SERVICE PROVIDER and in relation to which DXZONE THE SERVICE PROVIDER has
obtained the right to sub-license from such third party suppliers.
“Sub-Partners”
shall mean individuals and/or entities appointed by the merchants on whose
premises/outlets/website the Products shall be sold to the Customers, for and
on behalf of the Service Providers, to facilitate completion of Transactions
initiated by such Customers, through the merchants.
“Transactions”
shall mean and include transactions taking place between a Service Provider and
its Customers including, but not limited to, electronic top-ups for various
services, utility bill payments, delivery of financial products and other
services of a like nature provided by the Service Provider through DXZONE THE
SERVICE PROVIDER Products.
“Users”
shall include individuals, Business Partner, and Alliance Partner, unless the
context provides otherwise or if the context in which the term “User” has been
used is inapplicable to such individual, Business Partner or Alliance Partner.
3. GENERAL
TERMS AND CONDITIONS
INFORMATION
SUPPLIED TO DXZONE THE SERVICE PROVIDER. Users agree that the information
provided by the Users to DXZONE THE SERVICE PROVIDER on registration and at all
other times, including payment, is true, accurate, current, and complete.
SECURITY OF
ACCOUNT. Users’ mobile number and email identify a Users’ account with DXZONE
THE SERVICE PROVIDER through which DXZONE THE SERVICE PROVIDER services are
dispensed (“Account’). DXZONE THE SERVICE PROVIDER encourages Users to choose a
strong password to protect their Account. It is advised that users do not share
their password with anyone or write it down. DXZONE THE SERVICE PROVIDER never,
under any circumstances, asks for an Account’s password. If a User has any
reason to believe that his Account is no longer secure, then the User shall
immediately notify DXZONE THE SERVICE PROVIDER and indemnify DXZONE THE SERVICE
PROVIDER from any liabilities that may arise from the misuse of such a User’s
Account.
PRIVACY
POLICY. All information collected from a User pursuant to the provision of DXZONE
THE SERVICE PROVIDER services, and information collected by Alliance Partner,
Business Partners, Sub-Partners and Merchants during the performance of this
Agreement or Applicable Agreement, is subject to DXZONE THE SERVICE PROVIDER
Privacy Policy.
RECLAIMING
INACTIVE ACCOUNTS. If an Account is found to be overly inactive, the Account
may be reclaimed by DXZONE THE SERVICE PROVIDER without providing notice to the
concerned User. An Account is considered as inactive if the concerned User is
not signing in and/or has not done any transactions for more than 6 consecutive
months from the Account.
THIRD PARTY
SITES, PRODUCTS AND SERVICES. DXZONE THE SERVICE PROVIDER services and/or the
Site may include links or references to other web sites or services solely for
the Users’ convenience (“Reference Sites”). DXZONE THE SERVICE PROVIDER does
not endorse any such Reference Sites or the information, materials, products,
or services contained on or accessible through Reference Sites. Correspondence
or business dealings between Users and concerned Reference Sites are solely
between such User and the concerned Reference Site. Access and use of Reference
Sites, including the information, materials, products, and services on or
available through Reference Sites is solely at concerned User’s own risk.
BILLING AND
PAYMENT. All payments made by Users directly to DXZONE THE SERVICE PROVIDER, shall
be made in the manner and in the quantum detailed on the User’s Account at DXZONE
THE SERVICE PROVIDER Platform. Users may be notified by DXZONE THE SERVICE
PROVIDER regarding any change in the quantum of payments to be made to DXZONE
THE SERVICE PROVIDER and the manner of disbursement of such payments; however
Users are advised to regularly update themselves of DXZONE THE SERVICE PROVIDER
billing and payment policy by regularly visiting the Site. DXZONE THE SERVICE
PROVIDER shall solely decide on the payments to be provided to User and may
amend the payment structure at any time without any prior notice to the User.
However, after any such amendment, the detailed payment structure will be made
available to the User and be effective immediately. Credit maintained by the
Users with DXZONE THE SERVICE PROVIDER shall be non-interest bearing and shall
be forfeited by DXZONE THE SERVICE PROVIDER if found lying unused for more than
365 days. The User shall keep enough Credit with DXZONE THE SERVICE PROVIDER to
avoid decline of transactions on the DXZONE THE SERVICE PROVIDER Platform.
SALES. All
sales of DXZONE THE SERVICE PROVIDER services are final with no refund or
exchange permitted. Users are responsible for details provided leading to
purchase of services. If DXZONE THE SERVICE PROVIDER does not deliver service
within 24 hours of money being charged to a User’s payment account through a
transaction on the Site, the User may inform DXZONE THE SERVICE PROVIDER by
sending an e-mail to DXZONE THE SERVICE PROVIDER customer services e-mail
address mentioned on the Contact Us page. . DXZONE THE SERVICE PROVIDER shall
investigate the case and if it is found that money was indeed charged to User’s
Payment Account without delivery of the service then User may be refunded the
money within 15 working days from the receipt of his e-mail.
LIMITATION
OF LIABILITY. In no event will DXZONE THE SERVICE PROVIDER or its directors,
agents, officers, or employees be liable to a User for any special, indirect,
incidental, consequential, punitive, or exemplary damages (including without
limitation lost business opportunities, lost revenues, or loss of anticipated
profits or any other pecuniary or non-pecuniary loss or damage of any nature
whatsoever) of any kind arising out of or relating to (i) this Agreement or any
other agreement entered by a User with DXZONE THE SERVICE PROVIDER, (ii) DXZONE
THE SERVICE PROVIDER services, the Site or any Reference site, or (iii) User’s
use or inability to use DXZONE THE SERVICE PROVIDER services, the Site or any
Reference Sites, even if DXZONE THE SERVICE PROVIDER or a DXZONE THE SERVICE PROVIDER
authorized representative has advised of the possibility of such damages, (iv)
unauthorized access to or alterations of transmissions or data, any material or
data sent or received or not sent or received, (v) any transactions entered
into by any third person or conduct of any other third party or any
infringement of another’s rights, (vi) the use of counterfeit or stolen cards,
or stolen devices, or (vii) fraudulent electronic transactions. It shall be at
the sole discretion of DXZONE GE THE SERVICE PROVIDER to reverse any
transaction subject to approval of the concerned Service Provider.
Notwithstanding the above, if any court of law finds that DXZONE THE SERVICE
PROVIDER or its directors, officers, or employees, are liable to indemnify a
concerned User despite the existence of this Clause 3.8, such liability shall
not exceed the amount paid by the concerned User, if any, for using the portion
of the DXZONE THE SERVICE PROVIDER services or the Site giving rise to the
cause of action. Users acknowledge and agree that DXZONE THE SERVICE PROVIDER
has offered its products and services, set its prices, and entered into this
Agreement and Applicable Agreement in reliance upon the warranty, disclaimers,
and the limitations of liability set forth herein. Users acknowledge that the
warranty, disclaimers, and limitations of liability set forth herein reflect a
reasonable and fair allocation of risk between Users and DXZONE THE SERVICE
PROVIDER, and that the warranty, disclaimers, and limitations of liability set
forth herein form an essential basis of the bargain between Users and DXZONE
THE SERVICE PROVIDER. DXZONE THE SERVICE PROVIDER would not be able to provide
the services to Users on an economically reasonable basis without these
limitation.
USER’S
REPRESENTATIONS AND WARRANTIES. The User represents and warrants that:
it has had a
full and adequate opportunity to read and review the Applicable Agreement and
has had sufficient time to evaluate and investigate the provision of services
under the Applicable Agreement and the financial requirements and risk
associated with the same,
it has the
requisite capital to set up and maintain the infrastructure as required under
the Applicable Agreement,
neither the
execution of the Applicable Agreement nor the performance of the User’s
obligations under the Applicable Agreement will result in a violation or breach
of any other agreement by which the User is bound,
neither the
User nor any of the User’s employees or agents is under any pre-existing
obligation in conflict or in any way inconsistent with the provisions of the
Agreement or Applicable Agreement,
it has the
right to disclose or use all ideas, and other information, if any, which the
User has gained from third parties, and which the User discloses to DXZONE THE
SERVICE PROVIDER in the course of performance of the Agreement or Applicable
Agreement, without liability to such third parties,
DXZONE THE
SERVICE PROVIDER has a right to inspect User’s business premises that are
related to the provision of services under the Agreement or Applicable
Agreement, and to monitor continued and ongoing compliance of the Applicable
Agreement,
it shall
immediately intimate DXZONE THE SERVICE PROVIDER of any violation or potential
violation of this Agreement by any Applicable Controlled Entity, or of other
circumstances that may cause damage to the goodwill and reputation of DXZONE
THE SERVICE PROVIDER,
it shall
maintain accurate and proper accounts of all transactions between Applicable
Controlled Entity and itself in relation to discharge of duties by the
Applicable Controlled Entity under the Applicable Agreement,
it shall
provide periodic reports of business operations with respect to the services
rendered under the Applicable Agreement to the sales executive assigned by DXZONE
THE SERVICE PROVIDER to the User,
it shall
observe proper ethics and transparency in all its actions in the course of
discharge of duties under the Applicable Agreement and shall not, in any
circumstances, take any action or make any statement that may mislead any
Applicable Controlled Entity/customer or prospective Applicable Controlled
Entity /customer of DXZONE THE SERVICE PROVIDER
it shall
make all efforts to settle any disputes that may arise between Applicable
Controlled Entity, or between the Applicable Controlled Entity and the
consumers amicably and in the event, any such dispute is referred to a consumer
forum or other competent authority, shall provide all assistance in the
settlement of the dispute,
it shall
bear all costs and expenses for traveling, promotional activities and other
similar out-of-pocket expenses incurred in the performance of its duties under
the Applicable Agreement,
it will not
allow the sale of any products and/or provision of any services which are
specifically restricted by DXZONE THE SERVICE PROVIDER,
it is a
one-point contact for all its Applicable Controlled Entities and shall be
solely responsible for any fraudulent acts of the Applicable Controlled
Entities,
it has
complete control over its Applicable Controlled Entities and that DXZONE THE
SERVICE PROVIDER will not be responsible to entertain any complaints/queries
received from any Applicable Controlled Entities appointed by the User,
it shall
comply with all its obligations pursuant to the Applicable Agreement and ensure
that all payments due from it to DXZONE THE SERVICE PROVIDER are paid in a timely
manner in accordance with the Applicable Agreement,
it shall be
responsible to obtain any and all consents and approvals that are required from
regulatory or governmental authorities, including any consent from Customers
required to transfer data to the User and/or the DXZONE THE SERVICE PROVIDER
Platform, as the case may be, in accordance with Applicable Law,
it shall
ensure regular and timely payment and deposit of all taxes, duties and other
levies as applicable from time to time with the relevant authorities,
All costs
associated with purchasing of software licenses and hardware (if any) are to be
absolutely and unconditionally borne by the User,
it shall be
solely responsible for and hereby undertakes to strictly comply with Privacy Policy,
and Applicable Law having jurisdiction in any manner whatsoever in connection
with discharge of its duties under the Applicable Agreement, including but not
limited to data protection, security, piracy, and directions issued by the
Reserve Bank of India relating to payment data, and shall obtain and maintain
in full force and effect all registrations required under Applicable Law for
the operation of the business in terms of the Applicable Agreement, and
it has full
power and authority to enter into the Applicable Agreement and to take any
action and execute any documents required by the terms hereof and this
Applicable Agreement has been duly authorized, duly and validly executed and
delivered, and constitutes a legal, valid, and binding obligation, enforceable
in accordance with the terms hereof; and the persons executing the Applicable
Agreement on its behalf are duly empowered and authorized to execute the
Applicable Agreement and to perform all its obligations in accordance with the
terms herein
it shall not
access (or attempt to access) the website and the Products by any means other
than through the interface that is provided by DXZONE THE SERVICE PROVIDER. It
shall not use any deep-link, page scrape, robot, spider or other automatic device,
program, algorithm or methodology, or any similar or equivalent manual process,
to access, acquire, copy or monitor any portion of the DXZONE THE SERVICE
PROVIDER Platform, or in any way reproduce or circumvent the navigational
structure or presentation of the platform, without DXZONE THE SERVICE PROVIDER
express prior written consent.
it shall not
attempt to gain unauthorized access to any portion or feature of the Platform,
or any other systems or networks connected to the Platform or to any server,
computer, network, or to any of the services offered on or through the
Platform, by hacking, password "mining" or any other illegitimate
means.
INDEMNIFICATION.
(1) User
agrees to indemnify, save, and hold DXZONE THE SERVICE PROVIDER, its
affiliates, contractors, employees, officers, directors, agents and its third
party suppliers, licensors, and partners harmless from any and all claims,
demands, actions, suits which may be threatened or brought against DXZONE THE
SERVICE PROVIDER, and also against all losses, damages, liabilities, costs,
charges and expenses, including without limitation, legal fees and expenses
arising out of or related to:
Users’ use
or misuse of DXZONE THE SERVICE PROVIDER services or of the Site/application,
any
violation by the User of this Agreement or Applicable Agreement,
any breach
of representations, warranties and covenants made by the User in this
Agreement, or Applicable Agreement,
any claim or
legal notice or quasi-legal proceedings to which DXZONE THE SERVICE PROVIDER
may be required to become party or to which DXZONE THE SERVICE PROVIDER may be
subjected by any person including any governmental authority, by reason of
breach of any Applicable Law,
due to
failure of a User to obtain any required statutory or regulatory approval
necessary for the performance of its obligations in the Applicable Agreement
with DXZONE THE SERVICE PROVIDER,
all
liability, claims, damages, costs, expenses suffered or incurred by DXZONE THE
SERVICE PROVIDER as a result of any act or violation of the Business Partner
under Section 269ST of the Income Tax Act, 1961 while acting as collection
agent of the Company
(2 DXZONE THE
SERVICE PROVIDER reserves the right, at User’s expense, to assume the exclusive
defense and control of any matter, including rights to settle, for which
concerned User is required to indemnify DXZONE THE SERVICE PROVIDER. User
agrees to cooperate with DXZONE THE SERVICE PROVIDER defense and settlement of
these claims. DXZONE THE SERVICE PROVIDER will use reasonable efforts to notify
concerned User of any claim, action, or proceeding brought by a third party
that is subject to the foregoing indemnification upon becoming aware of it.
DISCLAIMER.
To the fullest extent permissible pursuant to Applicable Law, DXZONE THE
SERVICE PROVIDER and its officers,
directors, employees, and agents disclaim all warranties, express or implied,
including, but not limited to, implied warranties of merchantability, fitness
for a particular purpose, and non-infringement of proprietary rights. No advice
or information, whether oral or written, obtained by a User from DXZONE THE
SERVICE PROVIDER or through DXZONE THE
SERVICE PROVIDER services or the Site
will create any warranty not expressly stated herein. DXZONE THE SERVICE
PROVIDER does not authorize anyone to
make any warranty on its behalf and Users should not rely on any such
statement. Users acknowledge that DXZONE THE SERVICE PROVIDER is a reseller and is not liable for any
third-party seller’s obligations. It is the User’s responsibility to evaluate
the accuracy, completeness and usefulness of all opinions, advice, merchandise
and other information provided through the Site or on the Internet generally. DXZONE
THE SERVICE PROVIDER does not warrant
that its services will be uninterrupted, or free of errors, viruses or other
harmful components and that any of the foregoing defects will be corrected. DXZONE
THE SERVICE PROVIDER services and the
Site and any data, information, third party software, Reference Sites, or
software made available in conjunction with or through its services and the
Site are provided on an “as is” and “as available”, “with all faults” basis and
without warranties or representations of any kind either express or implied. DXZONE
THE SERVICE PROVIDER and its third party
suppliers, licensors, and partners do not warrant or make any representations
regarding the use or the results of the use of DXZONE THE SERVICE PROVIDER services, the Site or any Reference Sites in
terms of correctness, accuracy, reliability, or otherwise.
INTELLECTUAL
PROPERTY. DXZONE THE SERVICE PROVIDER, services and the Site are owned and
operated by DXZONE THE SERVICE PROVIDER and/or third-party licensors. The
visual interfaces, graphics, design, compilation, information, computer code
(including source code and object code), products, software, services, and all
other elements of DXZONE THE SERVICE PROVIDER
services and the Site provided by DXZONE THE SERVICE PROVIDER (the “Materials”) are protected by Applicable
Law. As between User and DXZONE THE SERVICE PROVIDER , all Materials and DXZONE THE SERVICE
PROVIDER Intellectual Property are the
property of DXZONE THE SERVICE PROVIDER
and/or third-party licensors or suppliers. User agrees not to remove,
obscure, or alter DXZONE THE SERVICE PROVIDER
or any third party's copyright, patent, trademark, or other proprietary
rights notices affixed to or contained within or accessed in conjunction with
or through DXZONE THE SERVICE PROVIDER
services. Except as expressly authorized by DXZONE THE SERVICE
PROVIDER , the User agrees not to sell,
license, distribute, copy, modify, publicly perform or display, transmit,
publish, edit, adapt, create derivative works from, or otherwise make
unauthorized use of the Materials or DXZONE THE SERVICE PROVIDER Intellectual Property. Parties do not accrue
any rights or interest in the other Party’s Intellectual Property and use of
any Intellectual Property by either User or DXZONE THE SERVICE PROVIDER shall be strictly in for the fulfillment of
and in compliance with the terms of the agreement between such User and DXZONE
THE SERVICE PROVIDER . Parties undertake
that they shall not, nor will they allow others to, reverse engineer or
disassemble any parts of the other’s Intellectual Property. If Users’ have
comments regarding the DXZONE THE SERVICE PROVIDER services and the Site or ideas on how to
improve it, please contact our Helpdesk. Please note that by doing so,
concerned Users hereby irrevocably assign to DXZONE THE SERVICE PROVIDER , and shall assign to DXZONE THE SERVICE
PROVIDER , all right, title and interest
in and to all ideas and suggestions and any and all worldwide intellectual
property rights associated therewith. Concerned User agrees to perform such
acts and execute such documents as may be reasonably necessary to perfect the
foregoing rights.
INTELLECTUAL
PROPERTY LICENSE BY ALLIANCE PARTNER. Alliance Partner grants a non-exclusive
license to DXZONE THE SERVICE PROVIDER to use Alliance Partner’s name,
trademark, and logo in any marketing or promotional activities undertaken by DXZONE
THE SERVICE PROVIDER . Notwithstanding
anything contained herein, DXZONE THE SERVICE PROVIDER shall be under no obligation to advertise,
market, or promote Alliance Partner or Alliance Partner’s Intellectual
Property.
USE OF
INTELLECTUAL PROPERTY. The user undertakes that:
it shall use
the Intellectual Property solely for the discharge of its duties under the
Applicable Agreement,
it shall use
Intellectual Property of DXZONE THE SERVICE PROVIDER only in the form and manner stipulated by DXZONE
THE SERVICE PROVIDER ,
it shall
seek prior written consent from DXZONE THE SERVICE PROVIDER for use of DXZONE THE SERVICE PROVIDER Intellectual Property which is not previously
provided for by DXZONE THE SERVICE PROVIDER
,
it shall
bring to DXZONE THE SERVICE PROVIDER
notice all cases concerning DXZONE THE SERVICE PROVIDER Intellectual Property’s (a) infringement, (b)
passing off, (c) registration or (d) attempted registration,
it shall
render to DXZONE THE SERVICE PROVIDER
all assistance in connection with any matter pertaining to the
protection of DXZONE THE SERVICE PROVIDER
Intellectual Property whether in courts, before administrative agencies,
or otherwise,
it shall not
take any action which shall or may impair DXZONE THE SERVICE PROVIDER right, title or interest in the Intellectual
Property, or create any right, title or interest therein or thereto, adverse to
that of DXZONE THE SERVICE PROVIDER ,
it shall not
use or permit to be used the Intellectual Property by any unauthorized person,
and
it shall not
misuse the Intellectual Property or use it together with any other mark or
marks.
MODIFICATION.
DXZONE THE SERVICE PROVIDER reserves the
right to change, modify, add, or remove the terms of this Agreement, either in
its entirety or a part thereof (each, a “change”) at any time by posting a
notification to the Site or otherwise communicating the notification to Users.
The changes will become effective, and shall be deemed accepted by Users, 24
hours after the initial posting and shall apply immediately on a going-forward
basis with respect to payment transactions initiated after the posting date. If
Users do not agree with any such modification, Users sole and exclusive remedy
is to terminate their use of the Services.
CONFIDENTIALITY.
Parties shall keep Confidential Information as confidential. Each Party
confirms that it shall protect Confidential Information with such security,
confidentiality, and degree of utmost care as it would prudently apply to its
own confidential information and use it solely in connection with the transaction
to which the Confidential Information relates. Both Parties acknowledge and
agree that they are aware of the sensitivity & secrecy involved in keeping
the customer data/information and transaction records and shall ensure that
neither any of the parties nor their employees, directors, etc will do any act
to violate the same. Notwithstanding anything contained in this Clause 3.16,
Confidential Information shall exclude any information:
which is
already in the possession of the receiving Party and not subject to any other
duty of confidentiality,
that is at
the date hereof, or subsequently becomes, public otherwise than by reason of a
breach by the receiving party of the terms of this Agreement,
Information
that becomes legally available to the receiving Party and/or its affiliates or
professional advisors on a non-confidential basis from any third party, the
disclosure of which does not, to the knowledge of that Party, violate any
contractual or legal obligation which such third party has to the other Party
with respect to such information, and
Information
that is independently acquired or developed by the receiving Party and/or its
affiliates or professional advisors.
DISCLOSURE
OF CONFIDENTIAL INFORMATION. Each Party hereby agrees that it shall not disclose
any Confidential Information received by it without the prior written consent
of the other Party to any third party at any time. Provided, however, that
either Party may make the following disclosures for which no consent shall be
required from the other Party:
Disclosures
to its directors, officers, employees, affiliates/subsidiaries/group/holding
companies, third-party service providers and any employees thereof that it
reasonably determines need to receive the Confidential Information;
Disclosures
to its legal and other professional advisers, instructed by it that it
reasonably determines to need to receive the Confidential Information; or
Disclosures
to any person to whom it is required by law or any applicable regulatory,
supervisory, judicial or governmental order, to disclose such information, or
at the request of any regulatory or supervisory or judicial or government
authority.
NON
SOLICITATION OF EMPLOYEES. The Parties agree not to solicit or employ staff
from each other’s organizations during the term of this Agreement and for 12
months immediately following the termination of the Agreement.
NON
SOLICITATION OF CLIENTS. During the term of this Agreement, the User shall not,
either directly or indirectly, solicit, cause in any part of knowingly
encourage any existing or potential clients or customers of DXZONE THE SERVICE
PROVIDER to cease doing business or not
to do business, in whole or in part with DXZONE THE SERVICE PROVIDER , or solicit, cause in any part or knowingly
encourage an existing or potential clients or customers of DXZONE THE SERVICE
PROVIDER to do business with any person
other than DXZONE THE SERVICE PROVIDER ,
or associate with any prospective clients or customers while they continue to
be clients or customers of DXZONE THE SERVICE PROVIDER .
NON-COMPETE
ON BUSINESS PARTNER. Business Partner agrees that during the Term and for a
period of one (1) year thereafter, it shall not, directly or indirectly,
through its employees, affiliates or relatives or in a firm where the Business
Partner or any relative or nominee of the Business Partner is a partner, or in
any company where the Business Partner or any relative or nominee of the
Business Partner is a director or shareholder, without the prior written
consent of DXZONE THE SERVICE PROVIDER :
(i) be appointed as a Business Partner for any other person or legal entity
which is carrying on a business similar to or in competition with any business
carried by DXZONE THE SERVICE PROVIDER
at the relevant time, whether in India or abroad, or (ii) engage in any
business that is similar to or in competition with any business carried on by DXZONE
THE SERVICE PROVIDER at the relevant
time.
COUNTERPARTS.
The Applicable Agreement may be signed in two (2) or more counterparts and each
executed version or an electronic copy thereof shall be deemed an original and
which shall, singly or together, constitute one agreement.
TERM. This
Agreement and Applicable Agreement shall come into force from the Effective
Date and remain valid in perpetuity, unless terminated by DXZONE THE SERVICE
PROVIDER by giving to the User, a prior
written notice of at least 90 days (“Term”).
TERMINATION.
This Agreement and Applicable Agreement may be terminated in accordance with
the clauses below:
DXZONE THE
SERVICE PROVIDER shall be entitled to
terminate this Agreement and Applicable Agreement by serving a written notice
of thirty (30) days to the User in the following circumstances: (a) the User
commits any breach of any of the provisions of this Agreement or Applicable
Agreement and, in the case of a breach capable of remedy, fails to remedy the
same within thirty (30) days after receipt of a written notice giving full
particulars of the breach and requiring it to be remedied; (b) if, in DXZONE THE
SERVICE PROVIDER opinion, the User is
not a fit person/entity to carry out the obligations imposed on the User under
the Applicable Agreement; (c) if the User fails to achieve the targets as may
be communicated by DXZONE THE SERVICE PROVIDER
from time to time.
On the
occurrence of the User becoming subject of a voluntary petition in bankruptcy
or any voluntary proceeding relating to insolvency, receivership, liquidation,
or composition for the benefit of creditors.
DXZONE THE
SERVICE PROVIDER may terminate the
Agreement and Applicable Agreement without notice provided: (a) if, by the acts
or default of the User, DXZONE THE SERVICE PROVIDER suffers damage to its name and reputation; or
(b) the Business Partner commits any breach of Confidentiality; or (c) upon the
occurrence of force majeure under Clause 3.28 of this Agreement; or (d) there
is a change in shareholding/control or management of the User; or (e) any event
that would affect the ability of the User to perform its obligations under the
Applicable Agreement occurs; or (f) any of the directors/partners/proprietors
of the Business Partner are convicted of any criminal charge.
in the event
that DXZONE THE SERVICE PROVIDER gives
notice that the Alliance Partner’s software or hardware is technically
inadequate to support the Connectivity at any stage of development, and the
Alliance Partner fails to cure such deficiency within 90 days after receiving
notice to such effect, then DXZONE THE SERVICE PROVIDER shall be entitled to give notice of
termination as provided,
in the event
DXZONE THE SERVICE PROVIDER is unable to
get necessary permission / license from any Service Provider and any statutory
authority and/or any of the Service Provider rescinds its contract with DXZONE
THE SERVICE PROVIDER and/or the sale of
Products slips down due to any defective service, negligence or omission on
part of the User, DXZONE THE SERVICE PROVIDER
shall have the right to rescind the Agreement by giving 15 days’ notice
to the User and the rescission shall take effect after expiry of the stipulated
period of 15 days. Provided that unless otherwise specified by DXZONE THE
SERVICE PROVIDER in its notice, any
termination of this Agreement, on account of rescission of an existing contract
with any Service Provider, shall be effective only in relation to Transactions
pertaining to such Service Provider and the Agreement shall continue to remain
in force between the Parties in respect of other Service Providers.
CONSEQUENCES
OF TERMINATION. The Parties shall adhere to the following clauses immediately
upon termination of this Agreement:
Upon
termination of the Agreement for any reason, DXZONE THE SERVICE PROVIDER may immediately disconnect the availability
of Products from the DXZONE THE SERVICE PROVIDER Platform, including related services provided
by the platform, and no further Transactions may be effected through the DXZONE
THE SERVICE PROVIDER .
Except as
otherwise agreed upon between the Parties, any license to use Intellectual
Property Products, of either Party which has been granted by such Party to the other,
pursuant to this Agreement, shall stand automatically revoked with the
termination of this Agreement by any Party.
User shall
immediately discontinue and cease to use the trademark, logo and other
Intellectual Property provided by the Company and shall immediately hand over
any and all copies of documentation of such Intellectual Property.
Upon the
termination of this Agreement, the concerned User shall return and surrender to
DXZONE THE SERVICE PROVIDER any
Confidential Information that comes into its possession during the course of
its engagement by DXZONE THE SERVICE PROVIDER
and shall not retain a copy thereof in any form whatsoever. User shall,
with DXZONE THE SERVICE PROVIDER prior
written consent, promptly destroy the Confidential Information in its
possession (and any copies, extracts, and summaries thereof) and will provide DXZONE
THE SERVICE PROVIDER with written
certification of destruction.
immediately
return to DXZONE THE SERVICE PROVIDER originals and copies of any and all
materials provided to the User pursuant to the Applicable Agreement, including
publicity and marketing materials in its possession.
provide
remote access to DXZONE THE SERVICE PROVIDER to disable any software that DXZONE
THE SERVICE PROVIDER had installed.
remove all
signboards, banners, glow sign boards of DXZONE THE SERVICE PROVIDER from its office and also all such material,
which will indicate any association with DXZONE THE SERVICE PROVIDER
cease to
promote, market or advertise DXZONE THE SERVICE PROVIDER or its
products/services.
the User
shall grant DXZONE THE SERVICE PROVIDER , its employees or agents, access to
its information technology systems for a period of thirty (30) days after
termination.
Notwithstanding
the above, the User shall not, if so directed by DXZONE THE SERVICE PROVIDER
discontinue discharging its duties under the Applicable Agreement during the
notice period and shall continue discharging its duties as per the Applicable
Agreement until indicated otherwise by DXZONE THE SERVICE PROVIDER,
DXZONE THE
SERVICE PROVIDER shall have the right, exercisable at its sole discretion, to
appoint another User in its place. The User shall fully cooperate with such
newly appointed User.
Upon notice
of termination from either party, the User shall ensure that during the notice
period leading to the termination, all systems and procedures will be strictly
adhered to and all customers handled properly. All inquiries from customers
will be diverted to DXZONE THE SERVICE PROVIDER by the User.
Subject as
otherwise provided in this Agreement and to any rights or obligations that have
accrued before termination, neither Party shall have any further obligation to
the other under this Agreement.
Any
termination of this Agreement or Applicable Agreement shall be without
prejudice to DXZONE THE SERVICE PROVIDER
rights under law and equity
PROMOTION.
The user shall promote the sale of DXZONE THE SERVICE PROVIDER
products/services in accordance with the publicity and marketing guidelines
issued by the DXZONE THE SERVICE PROVIDER
from time to time. User shall only market/promote DXZONE THE SERVICE
PROVIDER services as authorized by DXZONE
THE SERVICE PROVIDER in writing in this
behalf and shall not market/promote any other services that may potentially be
provided by DXZONE THE SERVICE PROVIDER
in the future unless otherwise authorized in writing. The user shall
maintain stock and prepare MIS of the promotional material dispatched from DXZONE
THE SERVICE PROVIDER and ensure that such material will be displayed in the
Merchant outlets at prominent eye-level locations to promote the business at
that outlet.
ARBITRATION.
DXZONE THE SERVICE PROVIDER may elect to resolve any dispute, controversy or
claim arising out of or relating to the Agreement or DXZONE THE SERVICE
PROVIDER services by binding
arbitration in accordance with the provisions of the Indian Arbitration &
Conciliation Act, 1996. Any such dispute, controversy or claim shall be
arbitrated on an individual basis and shall not be consolidated in any
arbitration with any claim or controversy of any other party. DXZONE THE
SERVICE PROVIDER shall nominate a sole
arbitrator who shall preside over the arbitration proceedings between DXZONE
THE SERVICE PROVIDER and concerned
User. The arbitration shall be conducted in New Delhi, India and judgment on
the arbitration award may be entered in any court having jurisdiction thereof.
Either DXZONE THE SERVICE PROVIDER or
concerned User may seek any interim or preliminary relief from a court of
competent jurisdiction in New Delhi, India, necessary to protect the rights or
the property of concerned User or DXZONE THE SERVICE PROVIDER (or its agents, suppliers, and
subcontractors), pending the completion of arbitration. Any arbitration shall
be confidential, and concerned User, nor shall DXZONE THE SERVICE PROVIDER disclose the existence, content or results
of any arbitration, except as may be required by law or for purposes of the
arbitration award. All administrative fees and expenses of an arbitration will
be divided equally between DXZONE THE SERVICE PROVIDER and concerned User. In all arbitrations,
each party will bear the expense of its own lawyers and preparation. The
language of the arbitration shall be English.
GOVERNING
LAW. This Agreement shall be governed by and construed in accordance with the
laws of India, without regard to its conflict of law provisions and, subject to
the arbitration provision in section 3.19, the exclusive jurisdiction of
competent courts in New Delhi, India.
FORCE
MAJEURE. Neither Party shall be liable for failure to perform its obligations
under this Agreement to the extent such failure is due to causes beyond its
reasonable control. In the event of a force majeure, the Party unable to
perform shall notify the other Party in writing of the events creating the
force majeure and the performance obligations of the Parties will be extended
by a period of time equal to the length of the delay caused by force majeure;
provided that if any such delay exceeds ninety days, then following such
ninety-day period, either party hereto may terminate the unperformed portions
of this Agreement on ten days prior written notice to the other Party. For the
purposes of this Agreement, force majeure events shall include, but not be
limited to, acts of God, failures or disruptions, orders or restrictions, war
or warlike conditions, hostilities, sanctions, mobilizations, blockades,
embargoes, detentions, revolutions, riots, looting, strikes, stoppages of
labor, lockouts or other labor troubles, earthquakes, fires or accidents.
RECORDS AND
AUDIT. The Users shall maintain all statutory records as may be required from
time to time to be maintained under the Applicable Law. Further, the Users
shall maintain accurate books of accounts in relation to their engagement with DXZONE
THE SERVICE PROVIDER, pursuant to service rendered by User pursuant to the
Applicable Agreement, in accordance with standard accounting practices and
shall have the same audited annually by an auditor of good standing and repute
and shall forward copies of the audited accounts to DXZONE THE SERVICE PROVIDER
annually or as and when required by DXZONE THE SERVICE PROVIDER. The user
hereby permits the authorized personnel of the DXZONE THE SERVICE PROVIDER to
enter and inspect all books, accounts, records, and materials in relation to
the business operations related to the Applicable Agreement during normal
business hours. During the term of Applicable Agreement and at any time within
sixty (60) days after the termination of the Applicable Agreement, DXZONE THE
SERVICE PROVIDER or its employee/representative/agent may, at its expense,
carry out an audit to determine whether the User has properly complied with its
obligations under the Applicable Agreement. In the event the results of such
audit determine that the User has not complied with its obligations under the
Applicable Agreement, DXZONE THE SERVICE PROVIDER shall intimate the User of
such nonperformance or the non-observance and the Business Partner shall
immediately comply with its obligations, or within such other period as may be
specified by Company.
PUBLIC
RELATIONS. Upon execution of the Applicable Agreement, Parties shall have the
right to announce the cooperative arrangement as described in the Agreement,
provided that all announcements must be approved in writing by both Parties and
such approval shall not be unreasonably withheld.
SEVERABILITY.
If any provision of this Agreement is held to be unlawful, void, invalid or
otherwise unenforceable, then that provision will be limited or eliminated from
this Agreement to the minimum extent required, and the remaining provisions
will remain valid and enforceable.
ASSIGNMENT.
This Agreement and any rights granted hereunder may not be transferred or
assigned by User without CHANDRA SADHU PARA,CHAMPAK NAGAR, WEST TRIPURA,
TRIPURA, 799045prior written consent but may be assigned by CHANDRA SADHU
PARA,CHAMPAK NAGAR, WEST TRIPURA, TRIPURA, 799045without restriction. Any
assignment attempted to be made in violation of this provision shall be void
and of no effect.
SURVIVAL.
Clause 1.4, 2.1, 3.3, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.16, 3.17, 3.18, 3.19,
3.20, 3.26, 3.27, 3.33 of this Agreement shall survive the termination or
expiration as applied to transfers and relationship prior to such termination
or expiration.
HEADINGS.
The heading references herein are for convenience purposes only, do not
constitute a part of this Agreement, and will not be deemed to limit or affect
any of the provisions hereof.
ENTIRE
AGREEMENT. This is the entire agreement between Users and DXZONE THE SERVICE
PROVIDER relating to the subject matter
hereof and will not be modified except in writing, signed by both parties, or
by a Change to this Agreement made by DXZONE THE SERVICE PROVIDER in accordance
with the terms of this Agreement.
NOTICE. DXZONE
THE SERVICE PROVIDER may provide Users with notices and communications by
email, regular mail, or posts on the DXZONE THE SERVICE PROVIDER website,
www.Sahaallrecharge.IN or by any other reasonable means. Except as otherwise
set forth herein, notice to DXZONE THE SERVICE PROVIDER must be sent by courier or registered post
to Legal Department, DXZONE THE SERVICE PROVIDER CHANDRA SADHU PARA,CHAMPAK NAGAR, WEST
TRIPURA, TRIPURA, 799045, APPAN PALLY , CHANDRA SADHU PARA,CHAMPAK NAGAR, WEST
TRIPURA, TRIPURA, 799045
WAIVER. The
failure of DXZONE THE SERVICE PROVIDER
to exercise or enforce any right or provision of this Agreement will not
constitute a waiver of such right or provision. Any waiver of any provision of
this Agreement will be effective only if in writing and signed by DXZONE THE
SERVICE PROVIDER .
RELATIONSHIP
BETWEEN THE PARTIES. This Agreement is not intended by the Parties to
constitute or create a joint venture, pooling arrangement, partnership, agency
or formal business organization of any kind. DXZONE THE SERVICE PROVIDER and the Alliance Partner/Business Partner
shall be independent contractors with each other for all purposes at all times
and neither Party shall act as or hold itself out as an agent or representative
of the other Party nor shall create or attempt to create liabilities for the other
Party by acting or holding itself out as such