These terms and conditions (Terms and Conditions) shall apply to and govern the commercial arrangement between Quicksun Technologies Pvt. Ltd. (herein after referred as 'Swift Money') and the Retailer/Distributor/Super Distributor. These Terms and Conditions and any attachments hereto represent the entire agreement between Swift Money and the Retailer/Distributor/Super Distributor and no changes to the same are binding unless they are in writing and intimated by the authorized representative of Swift Money.
These Terms and Conditions shall come into force from the date (Effective Date) of Retailer/Distributor/Super Distributor Application Form attached herewith. Within 30 (thirty) days from the date of acceptance by Retailer/Distributor/Super Distributor, the Retailer/Distributor/Super Distributor shall commence business in accordance with these Terms and Conditions.
The Retailer/Distributor/Super Distributor acknowledges that it has read and understood these Terms and Conditions at the time of making an application to Swift Money for operation of a retail outlet to provide the Services (as defined herein) under the name and style of Swift Money and that it has had sufficient time to evaluate the financial requirements, equipment required to conduct the business, services applicable/ enable in his area of operation and risks associated with the establishment and operation of the retail outlet.
During the Term and subject to these Terms and Conditions, Swift Money hereby appoints the Retailer/Distributor/Super Distributor and the Retailer/Distributor/Super Distributor hereby accepts the appointment as a Swift Money Retailer/Distributor/Super Distributor, to establish and operate a retail outlet at such address as specified in the Retailer/Distributor/Super Distributor application form attached herewith for the purpose of marketing, selling and providing the Services (Retail Outlet). No changes to the address as mentioned in the Retailer/Distributor/Super Distributor Application form shall be permitted, except with the prior written consent from Swift Money whereas such consent shall be signed by the Authorized Representative of the level of Vice President or above.
The appointment of the Retailer/Distributor/Super Distributor under these Terms and Conditions shall remain valid up to the termination (Term). Swift Money may exercise its of withdrawal by giving a notice in writing to the Retailer/Distributor/Super Distributor 1 (one) month prior to withdrawal unless any breach of this agreement by the Retailer/Distributor/Super Distributor.
The Retailer/Distributor/Super Distributor may describe himself as an 'authorized Retailer/Distributor/Super Distributor' of Swift Money, but must not hold [itself/himself] out as being entitled to bind Swift Money in any way. The Retailer/Distributor/Super Distributor shall not make, cause or permit, directly or indirectly, any description or projection of itself as a partner or employee or officer or representative of Swift Money.
Swift Money is in the business of facilitating/distributing/marketing/providing of product(s)/service(s) of various service providers to enable them to expand the distribution networks for the services provided by them.
The Retailer/Distributor/Super Distributor has understood the business model and aware that Swift Money is just a facilitator and distributor of products and services and does not own such services or products by itself. Swift Money takes reasonable efforts to make available the services and products, however, shall not be liable and responsible for any deficiency of such services and products. Swift Money further also takes reasonable efforts to provide its best uninterrupted services at best quality; however, technological systems are prone to interruption for upgradation, maintenance, breakdown of either the systems of Swift Money or that of the Service Providers. The Retailer/Distributor/Super Distributor shall be managing his business considering such interruptions.
During the Term, the Retailer/Distributor/Super Distributor shall render the services (Services) of Swift Money, by and through such of its officers, employees, agents, representatives and affiliates as it shall designate, from time to time. Notwithstanding anything contrary contained in these Terms and Conditions, Swift Money shall have the right at any time, to modify, alter and amend the lists of Services, including the manner, procedure, process in which the Retailer/Distributor/Super Distributor will be required to perform the Services and the Retailer/Distributor/Super Distributor shall be bound by all such modifications, alterations and amendments made by Swift Money.
The Retailer/Distributor/Super Distributor shall only market, distribute sell or promote such Swift Money Services as are permitted expressly by Swift Money. The Retailer/Distributor/Super Distributor shall not automatically have the right to market, sell, distribute, or promote any product or service that may be provided by other retail outlets, whether in the present or in the future. In the event of any addition to the Services, Swift Money may, at its sole discretion, intimate the Retailer/Distributor/Super Distributor that the Retailer/Distributor/Super Distributor is entitled to sell, market, distribute and promote such product or service. Swift Money shall also have the right to direct the Retailer/Distributor/Super Distributor to discontinue providing any of the Swift Money Services at the Retail Outlet without assigning any reason whatsoever.
Swift Money shall specify to the Retailer/Distributor/Super Distributor, the necessary infrastructure and equipment including but not limited to computer terminals, peripherals attachments, internet and broadband connectivity, mobile device and/or any such device with GPRS connectivity, html enabled, which is compatible enough to run Swift Money Software/Services etc, for effectively providing the Swift Money Services, which the Retailer/Distributor/Super Distributor shall acquire at its sole expense. In case of the MPOS Application, the Retailer/Distributor/Super Distributor shall be entitled to install the Swift Money Software on that particular mobile device and/or any such other device, which is proposed to be registered with Swift Money for availing Swift Money Services, and no other mobile/device of the Retailer/Distributor/Super Distributor shall have such Software installed unless registered under the terms and conditions of this Agreement. Further, the Retailer/Distributor/Super Distributor shall prominently display the Swift Money signage, signboards, logos, etc at a prominent place in the Retail Outlet, strictly in accordance with the directions issued by Swift Money in this regard.
Upon satisfactory installation and operation of the necessary equipment and peripherals, Swift Money shall, subject to these Terms and Conditions, install the necessary software and other Swift Money Intellectual Property to enable the provision of the Services. All Services shall be provided solely through the portal of Swift Money or are recorded therein and no offline transactions are permitted and/or no such fake/false receipts should be issued by the Retailer/Distributor/Super Distributor for the wilful fraud transaction done by the Retailer/Distributor/Super Distributor which are not transacted through Swift Money Software/portal. However, if any Retailer/Distributor/Super Distributor is found and/or discovered doing any such malicious/wrong/wilful/fraudulent acts and/or offline transactions, it shall be liable and charged for such civil/penal and criminal acts by and under but not limited to the Indian Penal Code 1860 and Criminal Procedure Code 1973.
The Retailer/Distributor/Super Distributor shall obtain all necessary license(s), permits and approvals for selling, distributing, marketing and promoting the Services from the Retail Outlet and shall bear all costs and incidental expenses incurred in this regard, including without limitation all fees for application, license fees, charges and taxes.
The Retailer/Distributor/Super Distributor shall keep the Retailer/Distributor/Super Distributor Outlet open for business during normal business hours, or as permitted by law or such other time period as Swift Money may specify from time to time.
The Retailer/Distributor/Super Distributor shall ensure that the Retail Outlet is utilized for the purpose of rendering the Services in accordance with these Terms and Conditions. The Retailer/Distributor/Super Distributor shall further ensure that and shall not cause or permit (a) any material that may not be made available to the public under applicable law, including without limitation any vulgar, obscene, pornographic, misleading, defamatory, libellous, offensive, derogatory, threatening, harassing, abusive or violent content, to be made available in the Retail Outlet or (b) any activities that are proscribed under law or reasonably considered to be immoral or against public interest.
Swift Money may, at its sole discretion and with or without consideration, provide training manuals, technology support, ongoing advice and assistance to the Retailer/Distributor/Super Distributor and designated employees of the Retailer/Distributor/Super Distributor, including, provision of brochures, pamphlets, charts, signboards, signage and other materials for the purposes of advertisement, promotion and marketing the Services. Any materials supplied by Swift Money shall be utilized solely in relation to the provision of Services and the Retailer/Distributor/Super Distributor shall ensure that such materials are not utilized for any other purpose.
The Retailer/Distributor/Super Distributor shall not encroach/poach upon the areas of operation of other neighbouring Retailer/Distributor/Super Distributors appointed by Swift Money or act in any manner which will prejudice the business prospects of neighbouring Retailer/Distributor/Super Distributors appointed by Swift Money.
Non Refundable Registration Fee: The Retailer/Distributor/Super Distributor shall deposit such an amount (Registration Fees) by way of a non-refundable registration fee as per commercial terms defined by Swift Money on or before the Effective Date.
Working Capital: The Retailer/Distributor/Super Distributor shall maintain and deposit with Swift Money working capital (Working Capital) in a bank designated and intimated to the Retailer/Distributor/Super Distributor for this purpose (Designated Bank) which will be an interest free deposit. The Working Capital limit may be increased from time to time by way of written intimation to the Retailer/Distributor/Super Distributor. The Retailer/Distributor/Super Distributor shall immediately deposit such further amounts to ensure that the Working Capital is maintained at the aforementioned amounts at all times.
Working Capital Limit: The Retailer/Distributor/Super Distributor shall be entitled to a credit limit equivalent to the Working Capital balance in the books of Swift Money (Credit Limit). The Retailer/Distributor/Super Distributor may enter into transactions up to the value of the existing Credit Limit. In the event the value of the transactions exceeds the Credit Limit, all further transactions exceeding the Credit Limit shall automatically be blocked until the Credit Limit is sufficient to permit further transactions. In the event the Retailer/Distributor/Super Distributor desires to enter into transactions in excess of the Credit Limit, the Retailer/Distributor/Super Distributor shall deposit the amount either with the Distributor or Swift Money as the case may be to increase its Credit Limit accordingly. The Distributor/ Swift Money shall, at their sole discretion, permit enhancement of the Credit Limit. If the amount is deposited with the Distributor, the Retailer/Distributor/Super Distributor need to obtain proper receipt and the limit gets enhanced from the Distributor. Swift Money shall not be responsible for any liabilities in such an event.
Commission: The Retailer/Distributor/Super Distributor shall be entitled to commission, which shall be adjusted on a daily basis/monthly basis, for the provision of the Services at a rate to be intimated by Swift Money to the Retailer/Distributor/Super Distributor from time to time through its portal, either by way of credit to the Working Capital or the Retailer/Distributor/Super Distributor may deduct the commission due to it, prior to depositing the proceeds of a transaction in the Current Account. The Retailer/Distributor/Super Distributor shall be regularly updated on the Rates of Commission through the Portal. Swift Money, at its sole discretion shall decide the sharing of Gross Margin with the Retailer/Distributor/Super Distributors and its decision will be final. It is presumed that the Retailer/Distributor/Super Distributor has agreed to such commission / margin before the transaction. Any dispute in this regard will not be admissible by Swift Money.
Prices and discounts: All prices, charges, fees and discounts for all Swift Money Services shall be determined, and may from time to time be revised, by Swift Money at its sole discretion. The Retailer/Distributor/Super Distributor shall not collect cash from the customers by offering discounts on the Services which do not have Swift Money's sanction. The Retailer/Distributor/Super Distributor shall also not provide any incentives, subsidies or do any act/ omission or thing, which shall have the effect of providing incentives or subsidies on the Services. The Retailer/Distributor/Super Distributor acknowledges that Swift Money has the right to alter the prices or nullify any sales that have been entered in the portal.
Taxes: All current and/or future taxes or similar fees including without limitation value added tax, service tax and other local or municipal taxes shall be payable by the Retailer/Distributor/Super Distributor. Such amounts shall not be retained by the Retailer/Distributor/Super Distributor while retaining its commission. Payments made to the Retailer/Distributor/Super Distributor shall be subject to such withholdings as prescribed under applicable law. Subject to the aforesaid, Swift Money assumes no responsibility for the tax compliance of the Retailer/Distributor/Super Distributor.
Costs: All costs and expenses for operation of Swift Money Kiosk including but not limiting to electricity, telephone, staff salary, traveling, promotional activities and other similar out-of-pocket expenses incurred in the performance of the Services shall be borne by the Retailer/Distributor/Super Distributor.
Activity/Inactivity charges: A minimum monthly charges plus Taxes may be levied by Swift Money and the same shall be deducted from the Retailer/Distributor/Super Distributor’s Working Capital balance. The Retailer/Distributor/Super Distributor hereby agrees and acknowledges to pay such charges as intimated to the Retailer/Distributor/Super Distributor from to time.
Set off: Swift Money may, deduct sums due from the Retailer/Distributor/Super Distributor under these Terms and Conditions from any sums due to the Retailer/Distributor/Super Distributor under the same and the Retailer/Distributor/Super Distributor hereby consents to such set off being made by Swift Money.
The Retailer/Distributor/Super Distributor shall be solely responsible for all such personnel employed by it, including payment of wages, making of contributions under various labour laws, such as the Employees Provident Fund and Miscellaneous Provisions Act, 1952, the Employees State Insurance Act, 1948, etc.
The Retailer/Distributor/Super Distributor acknowledges that it shall be responsible for all acts and omissions of its employees, subordinates, agents, aforesaid assignees or other personnel engaged by the Retailer/Distributor/Super Distributor.
No license under any patents, copyrights, trademarks or any other intellectual property rights of Swift Money / its affiliates / its Service Provider(s) / third party(ies) is granted to or conferred upon to the Retailer/Distributor/Super Distributor by virtue of being the Retailer/Distributor/Super Distributor of Swift Money. The Retailer/Distributor/Super Distributor shall not acquire any interest and right on the trademark(s), trade name(s), logo, etc. of other party including Swift Money by virtue of this Agreement and shall not use the logos, trademark of Swift Money/owner of intellectual property on including interalia the Retailer/Distributor/Super Distributor’s Rubber stamps, letterheads, Visiting Cards, websites etc and/or any such material in whatsoever manner.
The Retailer/Distributor/Super Distributor agrees to protect the logo, trade name and trademark of Swift Money and not use the same, in any unauthorised manner, whatsoever, including interalia as a tool for acknowledging payments accepted by the Retailer/Distributor/Super Distributor/his representative, thereby creating false impression about the authenticity of such acknowledgment / receipt. The Retailer/Distributor/Super Distributor hereby undertakes to indemnify, defend and hold Swift Money harmless for all loss(es) / damage(s) arising due to infringement of this clause. The Retailer/Distributor/Super Distributor is aware of the consequences, if at all, the Retailer/Distributor/Super Distributor and/or his representative are found in unauthorized use of Swift Money logo/ trade name(s) in any manner, then strict action shall be taken against the Retailer/Distributor/Super Distributor, including permanent deactivation of his Services, but not limited to any other legal action which Swift Money may deem fit and proper, under the provisions of law.
The Retailer/Distributor/Super Distributor agrees that all information disclosed by Swift Money or which the Retailer/Distributor/Super Distributor gets in the course of negotiating this Agreement is confidential in nature and hence cannot be disclosed. Each Party may disclose the existence of this Agreement, but agrees that the terms and conditions of this Agreement will be treated as Confidential Information; provided, however, that each Party may disclose the terms and conditions of this Agreement: (a) as required by any court or other governmental body; (b) as otherwise required by law; (c) to legal counsel of the Parties; (d) in confidence, to accountants, banks, and financing sources and their advisors; (e) in connection with the enforcement of this Agreement or rights under this Agreement; or (f) in confidence, in connection with an actual or proposed merger, acquisition or similar transaction.
The Retailer/Distributor/Super Distributor also agrees that on and from the date of this Agreement all information, which the Retailer/Distributor/Super Distributor may obtain from Swift Money pursuant to this Agreement, shall be kept confidential by the Retailer/Distributor/Super Distributor and shall not be disclosed to any third party, save and except with the prior written consent of the Swift Money.
SECURITY OF CONFIDENTIAL USER INFORMATION
Security of POS User ID and Password: The Retailer/Distributor/Super Distributor shall be solely, exclusively and absolutely responsible and liable for safe-guarding and/or securing the confidentiality of the user id and passwords relating to access of Swift Money Services and such other relevant information, in whatsoever name called pertaining to the Retailer/Distributor/Super Distributor/User Account of the Retailer/Distributor/Super Distributor.
Unauthorized Access: The Retailer/Distributor/Super Distributor shall take all necessary precautions to prevent unauthorized and illegal use of Swift Money services and unauthorized access to the Retailer/Distributor/Super Distributor Accounts provided by Swift Money. The Retailer/Distributor/Super Distributor hereby agrees that Swift Money shall not be held liable and/or responsible for any wrong doings/ misappropriation/ misrepresentation/any leakage of passwords and for any liability arising due to insufficient security maintained by the Retailer/Distributor/Super Distributor with respect to the Retailer/Distributor/Super Distributor account. Swift Money shall take all commercially viable and/or reasonable care to, ensure the security of and to prevent unauthorized access, using commercially viable and reasonable technology available to Swift Money.
Fraud/fake transactions: Swift Money shall not be liable and/or responsible for any fraud/fake transactions occurring from the Retailer/Distributor/Super Distributor id by any third party. Swift Money takes utmost care for encryption of the Retailer/Distributor/Super Distributor’s personal details. However, Swift Money cannot control the misuse of the sensitive information like password/s once it is handed over to the Retailer/Distributor/Super Distributor. Retailer/Distributor/Super Distributors shall be responsible to follow standard guidelines for securing their id/password for the Swift Money Software.
During the continuation Term of this agreement, the Retailer/Distributor/Super Distributor shall not, directly or indirectly, through any other person, firm, corporation or other entity (whether as an officer, director, employee, partner, consultant, holder of equity or debt investment, lender or in any other manner or capacity): (a) market, offer and/or perform services similar to that being developed, offered or sold by Swift Money; (b)solicit, induce, encourage or attempt to induce or encourage any employee or consultant of Swift Money to terminate his or her employment or consulting relationship with Swift Money, or to breach any other obligation to Swift Money; (c) solicit, interfere with, disrupt, alter or attempt to disrupt or alter the relationship, contractual or otherwise, between Swift Money and any other person including, without limitation, any consultant, contractor, customer, potential customer, or supplier of Swift Money; or (d) engage in or participate in any business conducted under any name that shall be the same as or similar to the name of Swift Money or any trade name used by Swift Money.
8.1 The Retailer/Distributor/Super Distributor hereby warrants, covenants and undertakes that it shall
8.2 The Retailer/Distributor/Super Distributor agrees that it shall be solely liable and responsible for any seizure of instruments provided by Swift Money to it by any governmental authority for its actual or alleged illegal and unlawful act.
8.3 The Retailer/Distributor/Super Distributor agrees that it shall be solely liable and responsible for taking any type of Insurance including but not limited to Cash handling/transit Insurance, in accordance to provide protection to Swift Money business accordingly from time to time.
8.4 The Retailer/Distributor/Super Distributor agrees and undertakes to ensure that the contact details including phone number and/or any other credentials of the consumer/s which needs to be captured on Swift Money platform for acknowledging the transaction done at Swift Money network, should be genuinely of the customer and/or taken from the customer/s and the Retailer/Distributor/Super Distributor shall not put his own or any fake / wrong credentials on behalf of customer/s, in any manner whatsoever.
8.5 The Retailer/Distributor/Super Distributor also agrees that it shall during the Term of this Agreement, allow Swift Money and/or any other statutory authority/ person of its management, auditors, regulators and/or agents the opportunity of inspecting, examining, auditing and/or taking copies of any records with the Retailer/Distributor/Super Distributor in relation to the performance of the Services by the Retailer/Distributor/Super Distributor.
8.6 The Retailer/Distributor/Super Distributor shall co-operate with such internal or external auditors and/or as defined above to assure a prompt and accurate audit of the Retailer/Distributor/Super Distributor’s records and data and shall also co-operate in good faith and in best efforts basis with Swift Money to correct any practices, which are found to be deficient as a result of any such audit within a reasonable time.
8.7 The Retailer/Distributor/Super Distributor shall perform its responsibilities under these Terms and Conditions diligently and shall strive to increase the sale of Swift Money Services to the best of its ability and shall always maintain a good relationship with the specified Distributor and the customers and shall maintain total transparency in relation to the same.
9.1 If the Retailer/Distributor/Super Distributor is an individual, in the event of his/her death, incapacity or inability to operate the Retail Outlet, his/her successor or assignee shall continue to operate the Retail Outlet only after obtaining a prior written consent from Swift Money.
9.2 If the Retailer/Distributor/Super Distributor is a partnership or a company, in the event of a change in control of the partnership or company, due to a change in the partnership or change in management or majority shareholding of the company, as the case may be, the successors in interest or permitted assigns of the partnership or the company, as the case, may continue to operate the Retail Outlet only after obtaining a prior written consent from Swift Money.
The Retailer/Distributor/Super Distributor represents and warrants that: (a) Neither the execution of this Agreement nor the performance of the Retailer/Distributor/Super Distributor's obligations under this Agreement will result in a violation or breach of any other agreement by which the Retailer/Distributor/Super Distributor is bound; (b) it has and will continue to have the power and authority to be bound by these Terms and Conditions and to perform and fulfil all activities contemplated herein and that no other person or entity is required to consent or provide permission to the activities contemplated under these Terms and Conditions and the Retailer/Distributor/Super Distributor is not subject to any agreement, judgment or order inconsistent with these Terms and Conditions; (c) the entry into and performance of these Terms and Conditions in accordance therewith shall not result in a violation of applicable law, its charter documents or any other agreement by which it is bound; and (d) it is adequately insured for all liabilities specified herein. 10.1 The warranties provided herein by the Retailer/Distributor/Super Distributor are in addition to and do not exclude any of the implied warranties under the applicable law with respect to the activities contemplated under these Terms and Conditions.
The Retailer/Distributor/Super Distributor hereby undertakes to indemnify, defend and hold harmless Swift Money, its affiliates, officers, directors, employees, agents, successors and assignees (collectively the Indemnified Parties) from and against all claims, damages (special or consequential), losses and expenses, including court costs and reasonable fees and expenses of attorneys, expert witnesses and other professionals, arising out of or resulting from: (a) any action by a third party against the Indemnified Parties that is based on any negligent act, material omission or wilful misconduct of the Retailer/Distributor/Super Distributor or its employees, personnel, officers or agents and which results in: (i) any bodily injury, sickness, disease or death; (ii) any injury or destruction to tangible or intangible property (including computer programs and data) or any loss of use resulting thereof; or, (iii) any violation of any statute, ordinance, or regulation; (b) any loss, damage or prejudice suffered by any of the Indemnified Parties due to the breach by the Retailer/Distributor/Super Distributor of any applicable laws, by-laws, regulations and guidelines; (c) any loss, damage or prejudice suffered by any of the Indemnified Parties due to the Retailer/Distributor/Super Distributor representing/providing wrong information to third parties in an unauthorized manner on behalf of Swift Money; (d) any loss, damage or prejudice suffered by reason of any claim or proceeding by any third party against any of the Indemnified Parties due to the infringement of Swift Money Intellectual Property by the Retailer/Distributor/Super Distributor during the provision of the Services; (e) any loss, damage or prejudice suffered by any of the Indemnified Parties due to any claim made by the Retailer/Distributor/Super Distributor's employees against Swift Money for non-compliance with any labour laws; and (f) any misrepresentation of any representation or warranty of the Retailer/Distributor/Super Distributor under these Terms and Conditions.
12.1 These Terms and Conditions shall cease to have effect upon expiry of the Term. 12.2 Either Party hereto shall have the right to terminate the Agreement without cause by written notice of 30 days to the other Party. 12.3 Swift Money shall be entitled to terminate the appointment of the Retailer/Distributor/Super Distributor by written notice of 24 hours to the Retailer/Distributor/Super Distributor in the following circumstances: (a) the Retailer/Distributor/Super Distributor commits any breach of any of the provisions of these Terms and Conditions and, in the case of a breach capable of remedy, fails to remedy the same within 15 (fifteen) days after receipt of a written notice giving particulars of the breach and requiring it to be remedied; (b) the Retailer/Distributor/Super Distributor at any time breaches any obligation in relation to Swift Money Intellectual Property; (c) repeated failure to deposit the proceeds of transactions on a daily basis; (d) Swift Money, subsequent to ascertaining the commercial viability of continuing the appointment of the Retailer/Distributor/Super Distributor, determines that the Retailer/Distributor/Super Distributor is not a fit person to carry out the obligations imposed on it; (e) the Retailer/Distributor/Super Distributor assigns its rights and obligations under these Terms and Conditions in an unauthorized manner; or (f) immediately upon the occurrence of: (i) the Retailer/Distributor/Super Distributor becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (ii) failure to comply with the directions of Swift Money under Clause 9 (Records and Audits). 12.4 Swift Money shall be entitled to terminate the Appointment without notice: (a) if, by the acts or default of the Retailer/Distributor/Super Distributor, Swift Money suffers damage to its name and reputation; (b) in the event the Retailer/Distributor/Super Distributor fails to commence operations in accordance with Clause 1.1 of this Agreement; (c) the Retailer/Distributor/Super Distributor breaches the provisions of Clause 6 (Confidentiality); (d) in the circumstance described in Clause 13.4 (Force Majeure); (e) a change in control or management of the Retailer/Distributor/Super Distributor;(f) any event that would affect the ability of the Retailer/Distributor/Super Distributor to perform its obligations; (g) any of the directors/partners/proprietor of the Retailer/Distributor/Super Distributor are convicted of any criminal charge; or (h) the Retailer/Distributor/Super Distributor is certified and declared to be of unsound mind. 12.5 Swift Money shall be entitled to terminate the appointment of the Retailer/Distributor/Super Distributor by giving written notice of 24 hours to the Retailer/Distributor/Super Distributor, with or without assigning any reasons. 12.6 The right to terminate the appointment of the Retailer/Distributor/Super Distributor under this Clause shall be without prejudice to any other right or remedy of Swift Money in respect of the breach concerned, if any, or any other breach. Upon termination of appointment of the Retailer/Distributor/Super Distributor as stated in Clause 12 above: (a) within Fifteen (15) days from the date of termination, should clear all amounts due to Swift Money under these Terms and Conditions; (b) immediately return to Swift Money all Confidential Information provided to the Retailer/Distributor/Super Distributor under this Agreement; (c) immediately return to Swift Money all material provided to the Retailer/Distributor/Super Distributor under this Agreement; (d) immediately discontinue and cease to use the Swift Money Intellectual Property and shall immediately hand over any and all copies or documentation of such Intellectual Property, including POPs and other manuals, the terminal and software supplied by Swift Money, if any; (e) immediately and permanently remove the software or cause it to be removed from all human and machine readable media (or other memory devices); (f) return all originals and/or copies of the Confidential Information, including the publicity and marketing materials in its possession; (g) provide remote access to Swift Money to disable any software that Swift Money had installed; (h) remove all signboards, banners, glow signboards of Swift Money from its office and also all such material, which will indicate any association with Swift Money; (i) cease to promote, market or advertise Swift Money or its products/services; and (j) the Retailer/Distributor/Super Distributor shall grant Swift Money, its employees or agents, access to its information technology systems for a period of Ninety (90) working days after termination. 12.7 Notwithstanding the above, the Retailer/Distributor/Super Distributor shall not, if so directed by Swift Money, discontinue the Services during the notice period and shall continue to provide the Services as per these Terms and Conditions until indicated otherwise by Swift Money. 12.8 In the event of termination of these Terms and Conditions, the Parties shall settle all claims existing between them, after reconciliation of the accounts. Thereafter, the Retailer/Distributor/Super Distributor shall have no right or claim or entitlement of any kind of compensation or any other payment and Swift Money shall not, under any circumstances, be liable or responsible, individually or collectively or fully or partly, for any kind of loss or expenses incurred by the Retailer/Distributor/Super Distributor including any loss of profits, opportunity cost. 12.9 Upon termination of the Appointment in accordance with Clause 12 above, the following Clauses shall survive: Clause 5 (Intellectual Property); Clause 7 (Exclusivity and Non-Compete); Clause 6 (Confidentiality); Clause 11 (Indemnity); Clause 13 shall survive the termination of these Terms and Conditions: Clause 5 (Intellectual Property); Clause 6 (Confidentiality); Clause 7 (Exclusivity and Non-Compete); Clause 11 (Indemnity); Clause 13 shall survive the termination of these Terms and Conditions.
13.1 Governing Law: These Terms and Conditions shall be governed by, and construed in accordance with Indian law as such law shall from time to time be in effect, subject to Delhi Jurisdiction courts only. 13.2 Dispute Resolution: The Parties shall try and resolve disputes, if any, arising under these Terms and Conditions amicably failing which the same shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996 or any modifications or re-enactments thereof. The arbitration shall be conducted by a sole arbitrator agreed between both Parties. The venue of arbitration shall be one of the three places in India the names of which will be given by the Company only and to be finalized by the Retailer/Distributor/Super Distributor. It is at the sole discretion of the Company to provide the names of the locations/places the arbitration proceedings shall be in English. The award shall be final and binding on the Parties. A Retailer/Distributor/Super Distributor is a business associate and the relationship is created under this agreement. In no way the Retailer/Distributor/Super Distributor is a customer of Swift Money and shall not be entitled to the remedy under consumer dispute Act. In the event of disputes between the Retailer/Distributor/Super Distributor and any other operator of Swift Money Retail Outlet, such disputes shall be resolved by an officer of Swift Money, whose decision shall be final and binding. 13.3 Non-Exclusive Appointment: The Retailer/Distributor/Super Distributor hereby acknowledges that all of the rights provided under these Terms and Conditions including area of operation, without limitation, the limited license to use Swift Money Intellectual Property are non-exclusive in nature and nothing herein shall be read to prejudice any right that Swift Money to any other person any other right or permission to perform the activities contemplated under these Terms and Conditions. 13.4 Force Majeure: If Swift Money is prevented from performing any of its obligations under this Agreement due to any cause beyond Swift Money's reasonable control, including, but without limitation to, any act of God, fire, flood, explosion, war, strike, embargo, government regulation, civil or military authority, acts or omissions of carriers, transmitters, providers, vandals, or hackers, major system break down and data loss beyond recoverable (a Force Majeure Event) the time for Swift Money's performance will be extended for the period of the delay or inability to perform due to such occurrence; provided, however that if Swift Money is unable to cure that event within 30 (thirty) days of the Force Majeure Event ceasing, or such further time as may be granted by Swift Money, Swift Money may terminate the Retailer/Distributor/Super Distributor's appointment without any compensation or damages. 13.5 Injunctive Relief: Swift Money shall be entitled to injunctive relief in the event of breach of the terms of these Terms and Conditions by the Retailer/Distributor/Super Distributor to prevent or curtail any actual or threatened breach by the Retailer/Distributor/Super Distributor of the express provisions of these Terms and Conditions or purpose fundamental (though not expressed) to signing of these Terms and Conditions. 13.6 Relationship: The Services rendered by the Retailer/Distributor/Super Distributor under this Agreement shall be provided to Swift Money on Principle to Principle basis, and nothing in this Agreement creates or shall be deemed to create the relationship of partners, a joint venture, employer-employee, or principal-agent between the Parties. The Retailer/Distributor/Super Distributor shall not, without Quicksun's prior written approval, 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 Retailer/Distributor/Super Distributor is the agent of Swift Money or do any act, deed or things to bind Swift Money in any way in dealing with any third party (ies). The Retailer/Distributor/Super Distributor is providing services to the customers and any dispute with the consumer shall be sole responsibility of the Retailer/Distributor/Super Distributor. 13.7 Notice: Any notice required to be provided hereunder by one Party to the other shall be given in writing and shall be delivered by (i) personal messenger, (ii) proof of delivery requested courier service or (iii) facsimile. All notices shall be delivered to the address of the Parties as provided in the Retailer/Distributor/Super Distributor Application Form. 13.8 Assignment: The Retailer/Distributor/Super Distributor may not assign or delegate any of its rights or obligations hereunder without a prior written consent from Swift Money. Subject to the foregoing, the rights and obligations under these Terms and Conditions shall ensure to the benefit of, and shall be binding upon, the heirs, legatees, successors, representatives, and permitted assigns of the respective Parties. 13.9 For the purpose of this Agreement, the term Software shall include custom built software that is owned by Swift Money, or software that has been licensed from third party suppliers by Swift Money and in relation to which Swift Money has obtained the right to sub license from such third party suppliers. 13.10 The Retailer/Distributor/Super Distributor shall not sublicense, assign or otherwise transfer the said Software to any person and/or any third party and is expressly prohibited from distributing, sublicensing, assigning, transferring or otherwise, the Software, or other technical documentation /information pertaining thereto, or any portions thereof in any form. 13.11 The Retailer/Distributor/Super Distributor shall not make any changes / modifications / alterations in entire / any part of Software / Intellectual Property of Swift Money. 13.12 Severability: If for any reason whatsoever any provision of these Terms and Conditions is or becomes, or is declared to be, invalid, illegal or unenforceable under applicable law, then the Parties will negotiate in good faith to agree on one or more provisions to be substituted therefor, which provisions shall, as nearly as practicable, leave the Parties in the same or nearly similar position to that which prevailed prior to such invalidity, illegality or unenforceability. Such invalidity, illegality or unenforceability shall not affect any other provisions of these Terms and Conditions, and these Terms and Conditions shall be construed as if such invalid, illegal or unenforceable provision had never been contained in these Terms and Conditions, and the remaining provisions of these Terms and Conditions shall be given full force and effect. 13.13 Amendment: No change, alteration, modification or addition to these Terms and Conditions shall be valid unless in writing and properly executed by Swift Money. 13.14 Waiver: A waiver by Swift Money in respect of a breach of a provision of these Terms and Conditions by the Retailer/Distributor/Super Distributor will not be deemed to be a waiver in respect of any other breach and the failure of Swift Money to enforce at any time a provision of these Terms and Conditions will in no way be interpreted as a waiver of such provision. 13.15 Third Parties: Nothing in these Terms and Conditions, unless expressly provided for herein, is intended to confer upon any person, other than the Parties hereto and their permitted successors and assigns, any rights or remedies under or by reason of these Terms and Conditions. 13.16 Further Actions: The Parties shall do or cause to be done such further acts, deeds, matters and things and execute such further documents and papers as may be reasonably required to give effect to the terms of these Terms and Conditions. 13.17 Costs: The Retailer/Distributor/Super Distributor shall bear all taxes, fees, levies and other expenses in relation to its appointment pursuant to these Terms and Conditions. 13.18 Rights Cumulative: The rights, powers, privileges and remedies provided in these Terms and Conditions are cumulative and are not exclusive of any rights, powers, privileges or remedies provided by applicable law or otherwise. No failure to exercise nor any delay in exercising any right, power, privilege or remedy under these Terms and Conditions shall in any way impair or affect the exercise thereof or operate as a waiver thereof in whole or in part. Similarly, no single or partial exercise of any right, power, privilege or remedy under these Terms and Conditions shall prevent any further or other exercise thereof or the exercise of any other right, power, privilege or remedy.
I/We hereby apply to become a Retailer/Distributor/Super Distributor of Swift Money Financial Solutions Private Limited (Swift Money) for facilitating/distributing/providing/marketing of different product/services/schemes/activities (Services) facilitated/ provided/ introduced/distributed/ made available by Swift Money. If appointed as Retailer/Distributor/Super Distributor, I/We agree and confirm to abide by the rules and regulations of Swift Money that may be in force from time to time. I/We hereby confirm that I am/We are engaged in sales/marketing of products/services in my/our organization and I am/We are competent and capable of the work assigned to me/us by Swift Money. I/We declare that the above information is true, correct and fair to the best of my/our knowledge and belief, and I/We further undertake to submit all necessary document/s, paper/s, proof/s, information and agreement as required by Swift Money now or from time to time. I/We further declare that I/We have read all terms and conditions attached with this form for appointment as Retailer/Distributor/Super Distributor and I am/We are ready to act as per such terms and conditions and all other terms and conditions informed to me/us by Swift Money from time to time. I/We shall be liable/responsible for any breach of any terms/conditions mentioned by Swift Money. I/We shall be solely exclusively and absolutely liable/responsible for my/our any act/omission which shall be harmful (cost/consequence) to Swift Money/its Affiliates. I/We also authorize Swift Money to withhold any brokerage / commission / fees / charges / deposit due to me / us, if any, till submission of the said documentation, papers, information, proofs and agreement to the satisfaction of Swift Money.
The Retailer/Distributor/Super Distributor hereby understands and agrees that being a Swift Money Retailer/Distributor/Super Distributor, Swift Money may communicate include communications including but not limited to voice, SMS, digital, video, and/or any other mode of innovative communication method, as deemed fit and proper by the Company and that these communications are considered as part and parcel of the Services. The Retailer/Distributor/Super Distributor shall not be able to opt out of receiving these messages and/or communication in any way whatsoever and the Retailer/Distributor/Super Distributor hereby agrees to receive any communication from the Company. The Retailer/Distributor/Super Distributor also understands that the communication may include and contain advertisements. I/we hereby also declare that I have also been apprised that these terms and conditions are also available on the website of the Swift Money-https://swift.quicksekure.com/ which have been duly perused by me on the website of the Company. I/We also undertake that and any change in the terms and conditions governing my/our appointment may not be notified by Swift Money to me/us but shall be binding on me/us if the change in the terms and conditions are made online by Swift Money. I/We undertake to keep myself/ourselves updated in respect of change in the Terms and Conditions initiated/made by Swift Money in its Website- https://swift.quicksekure.com/ I/We undertake to immediately inform the Company of all my cash deposits and transfer of funds into the designated Bank Accounts of the Company and shall get the limit from the Company thereafter. I/We will ensure myself that the working limit in the portal by the Company against the cash deposit/fund transfer is made available to me immediately and this will remain as my/our basic responsibility. I /we have noted that the Company will not be held responsible for not assigning of any working limit against my cash deposits/fund transfer if I fail to inform the Company immediately after the deposits and do not get my working limit within two hours of cash deposit/fund transfers made by me/us. I/We have understood very well that in case of any negligence on my/our part in this regard, may lead to the working limit to someone else by mistake knowingly or unknowingly, for which the Company will not be held responsible under any circumstances. I/we will ensure at my/our own that the proper communication is received at the Company and any failure in this regard would be my/our own responsibility and Company will not be held responsible for that. I/we shall always remain abide by all the terms and conditions as specified above and as may be changed from time to time by the Company in respect of use of the portal and in respect of the domestic money transfer. I/we shall inform immediately in case any excess amount is received in my portal by any means including by the distributor. I/we expressly authorise to the Company for withdrawing any excess amount given by mistake by the Company or by the distributor. I/we expressly accept the right of the Company to adjust any amount which I/we may owe to the Company at any point of time and even for the accrual of all kinds of liabilities which may fall upon me/us due to any kind of claim of the Company. I/we shall remain always vigil in respect of my/our statement of transactions and balances in the statement and shall report any discrepancy therein to the Company immediately and not later than 24 hours from the time of discrepancy. I/we shall not hold Company responsible on account of any lapse on my/our part in this regard. Further, I shall never engage myself in unauthorised transactions, will not engage in third-party deposits in the account of the Company. I am fully aware that If any such third party deposits are detected by the Company, the same will be forfeited by the Company without assigning any reasons or the Company may at its sole discretion may be returned by the Company to the original depositor only subject to due evidences to be given by the concerned depositor only. On this account i.e. on such misadventures the Company may blacklist my code and may report the matter to any Govt. Agency. I undertake that I shall never engage in any type of Hawala activities or any kind of money laundering activities and on detection of any such kind of activities, the Company reserves the right to report the matter to any law agency without recourse to me. I/We undertake that in no case the details of the dealings including the points of disputes will be referred/disclosed to any third agency except in the manner as provided in the agreement. Under no circumstances, the matter of dispute will be reported by me to any Bankers of the Company. I/We undertake that under no circumstances, I/We will communicate directly with any of the Bankers of the Swift Money. I/we undertake to always display the rate list of the applicable charges on domestic remittance am and shall not overcharge the customers under any circumstances. I/we shall be responsible for payment of all kinds of the taxes including the service tax in respect of any charges realised from the customers/Retailer/Distributor/Super Distributors/end users on the domestic remittance. I hereby undertake that I have resigned from all other BCs where ever I had worked previously and am not working with any other BC or any money transfer agency. I further declare that I will exclusively work with M/s. Quicksun Technologies Pvt. Ltd. In respect of Money Transfer/Swift Money till the pleasure of the Quicksun Technologies Pvt. Ltd. Or till my services/association is withdrawn/discontinued by the Quicksun Technologies Pvt. Ltd. Or up to the time I resign from Quicksun Technologies Pvt. Ltd. which is to be duly accepted by Swift Money. I hereby authorise Quicksun Technologies Pvt. Ltd. To debit my portal by an amount of Rs. 2.00 (Rs. two only) for each of the transactions which would be carried out by me/us from my portal with Quicksun Technologies Pvt. Ltd. towards the cost of NPCI transactions I have read and fully understood and hereby confirm to undertake, accept and abide by the contents of these Terms and Conditions.