This Agreement is the definitive agreement between SAMAGRA ONLINE PVT. LTD.“SPOL”, a Firm Registred under the Companies Act 1956 and having its registered office at Flat No. 2 Second Floor Poonam Complex, Lalita Nagar, Kolar Road, Bhopal MP ("SPOL”); and the "DISTRIBUTOR/KIOSK" subscribing electronically to this service with his/its details captured separately.
(SOPL and the DISTRIBUTOR/KIOSK are hereinafter individually called "Party" and collectively, "the Parties") The use of the Website by the DISTRIBUTOR/KIOSK shall confirm the DISTRIBUTOR/KIOSK's acceptance of this Agreement and signifies that the DISTRIBUTOR/KIOSK agrees to be legally bound by the terms and conditions of this Agreement.
1. SPOL is the owner of the Website www.samagraonline.com and (hereinafter referred to as "the Website"), and engaged in the business of providing Money Transfer, Tax services, jobs services, ticketing, hotel bookings services to DISTRIBUTOR/KIOSKs; and
2. The DISTRIBUTOR/KIOSK is engaged in the business of providing travel Money Transfer, Tax services, jobs services, ticketing, hotel bookings services and other like services and intends to avail the various facilities offered by SOPL through the Website for carrying out its business operations.
NOW, THEREFORE, in consideration of the payments and other covenants, obligations and representations contained herein, the sufficiency whereof is hereby acknowledged, the Parties agree as follows:
In this Agreement, unless otherwise provided or if the subject or context otherwise requires:
(a) Words denoting the singular include the plural and vice versa, and words denoting the whole include a reference to any part thereof.
(b) Clause and Paragraph headings are inserted for ease of reference only and shall not affect the interpretation of this Agreement.
(c) References to this Agreement or any document or agreement include references to such document or agreement as amended, novated, supplemented, varied or replaced from time to time.
(d) The words "including", "include" and "in particular" shall be construed as being by way of illustration only and shall not be construed as limiting the generality of any preceding words.
2. Obligations of the Parties
2.1 Obligations of the DISTRIBUTOR/KIOSK:
2.1.1 SOPL grants to the DISTRIBUTOR/KIOSK a limited, non-transferable right to use the Website in accordance with the terms and conditions of this Agreement. The DISTRIBUTOR/KIOSK shall use the Website to make legitimate reservations or purchases and shall not use the Website for any other purposes, including without limitation, to make any speculative, false or fraudulent reservation or any reservation in anticipation of demand. DISTRIBUTOR/KIOSK hereby undertakes to use the Website only for lawful purpose and shall fully indemnify SOPL against any and all losses which SOPL may suffer on account DISTRIBUTOR/KIOSK's usage of the Website and/or any services/products of SOPL.
2.1.2 The DISTRIBUTOR/KIOSK agrees that the Website and the content provided on the Website, including the text, graphics, button icons, audio and video clips, digital downloads, data compilations and software, may not be copied, reproduced, republished, uploaded, posted, transmitted or distributed without the prior written permission of SOPL, and/or its third party providers and DISTRIBUTOR/KIOSKs.
i. The DISTRIBUTOR/KIOSK shall be solely responsible for maintaining the confidentiality of its password and account information. The DISTRIBUTOR/KIOSK may not authorize any third parties to use the services on its behalf, and shall be responsible for all actual or purported use by the DISTRIBUTOR/KIOSK and those allowed by the DISTRIBUTOR/KIOSK to use the services. The DISTRIBUTOR/KIOSK may not divulge, sublicense, transfer, sell or assign its password and account information under any circumstances. Any attempt to do so shall be null and void and shall be considered a material breach of this Agreement.
ii. The DISTRIBUTOR/KIOSK shall be solely responsible for all usage or activity on its account including, but not limited to, use of the account by any person who uses its password and account information, with or without authorization by the DISTRIBUTOR/KIOSK. If the DISTRIBUTOR/KIOSK has reason to believe that its account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of its password and account information), it must promptly change the affected password and account information and notify SOPL of the problem by e- mailing it. It is however clarified that the DISTRIBUTOR/KIOSK shall be fully liable for all use of its account, including any unauthorized use of its account by any third-party. All bookings made by utilizing the Website through the login and password shall be as per the terms and conditions prescribed by SOPL from time to time.
2.1.5 The DISTRIBUTOR/KIOSK shall not use the services provided by SOPL through the Website for any purpose that is unlawful or prohibited.
2.1.6 The DISTRIBUTOR/KIOSK shall inform SOPL immediately by telephone and additionally confirm in writing any matters coming to the its knowledge which indicate a suspected problem (including incorrect pricing) with or misuse of the SOPL electronic booking system by any person.
2.1.7 The contents of the Website (including information, communications, images and sounds contained on or available through www.samagraonline.com) are provided by SOPL, its affiliates, independent content providers and third parties. The contents of the Website are copyright Ã‚© SOPL, its affiliates, independent content providers or third parties and cannot be reproduced, modified, transferred, distributed, republished, downloaded, posted or transmitted in any form or by any means including but not limited to electronic, mechanical photocopying or recording without the prior written permission of SOPL.
2.1.8 The DISTRIBUTOR/KIOSK acknowledges that SOPL has not reviewed and does not endorse the content of all sites linked to from the Website and is not responsible for the content or actions of any other sites linked to from the Website. The DISTRIBUTOR/KIOSK's linking to any service or site shall be at its sole risk.
2.1.9 DISTRIBUTOR/KIOSK shall be responsible for dispatch of the tickets, vouchers, etc. (wherever applicable) directly to its customers accompanied with the required delivery challans and all other relevant documents as required under the applicable statutory and governmental regulations. Any improper travel documentation, the issuing DISTRIBUTOR/KIOSK will be responsible to bear the deputation charges.
2.1.11 DISTRIBUTOR/KIOSK and/or its Partner shall have no authority to bind SOPL to any third party commitments of any nature and DISTRIBUTOR/KIOSK shall not hold out as an authorized representative of SOPL in any manner whatsoever to any third party.
3. Bookings, Cancellations, Charges, Commission and Refunds.
4. Taxes SOPL shall be entitled to deduct all applicable taxes from all commissions/ incentives payable to the DISTRIBUTOR/KIOSK and applicable TDS certificate(s) will be issued in accordance with applicable legal provisions.
5. Representations and Warranties
5.1 SOPL does not warrant nor makes any representations regarding the accuracy or completeness of any data or information contained on the Website. SOPL disclaims any liability, responsibility or any other claim, whatsoever, in respect of any loss, whether direct or consequential, to any person, arising out of or from the use of the information contained in the Website.
5.2 Although SOPL makes every effort to ensure that the description and content on each page of the Website is correct, it does not, however, take responsibility for any changes occurred due to human, data entry errors or for any loss or damages suffered by any person due to any information contained herein. SOPL does not own or operate airlines and other suppliers and cannot therefore control or prevent changes in the published descriptions.
5.3 The DISTRIBUTOR/KIOSK represents and warrants that:
5.3.1 it has full power and authority to enter into this Agreement.
5.3.2 it is not aware of any charges, actions, suits, proceedings etc, actual or threatened, which would restrict or prohibit it from performing any of its obligations under this Agreement.
5.3.3 there are no current, pending or threatened actions or proceedings before any court, arbitrator, administrative tribunal or government authority which might materially and adversely affect its business, assets or conditions (financial or otherwise) or operations or the ability to perform obligations under this Agreement.
6.1 The DISTRIBUTOR/KIOSK agrees and undertakes to protect, defend, indemnify and hold harmless SOPL, its employees, officers, directors, DISTRIBUTOR/KIOSKs or representatives, affiliates, partner websites and their respective lawful successors and assigns ("Indemnified Persons") from and against any and all liabilities, damages, fines, penalties and costs (including reasonable legal fees and disbursements in connection therewith and interest chargeable thereon) arising from or relating to:
6.1.1 any breach by the DISTRIBUTOR/KIOSK, its employees, offices, directors, DISTRIBUTOR/KIOSKs or representatives, of any statute, regulation, direction, orders or standards from any governmental body, agency, or regulator;
6.1.2 any breach by the DISTRIBUTOR/KIOSK, its employees, offices, directors, DISTRIBUTOR/KIOSKs or representatives, of the terms and conditions in this Agreement by the DISTRIBUTOR/KIOSK or its employees, officers, directors, DISTRIBUTOR/KIOSKs or representatives;
6.1.3 any claim of any infringement of any intellectual property right or any other right of any third party or of law.
6.1.4 any claim made by any third party/user arising out of the use of the services and/or arising in connections with services offered by the DISTRIBUTOR/KIOSK under this Agreement.
6.2 The DISTRIBUTOR/KIOSK also agrees to indemnify, defend and hold harmless the Indemnified Persons from and against any and all losses, liabilities, claims, damages, costs and expenses asserted against or incurred by the Indemnified Persons that arise out of, result from, or may be payable by virtue of, any breach or non- performance of any representation, warranty, covenant or agreement made or obligation to be performed by the DISTRIBUTOR/KIOSK pursuant to this Agreement. 7. Liability
7.1 The DISTRIBUTOR/KIOSK acknowledges that SOPL acts only as a website provider and therefore it has no liability whatsoever for any aspect of the arrangements between the DISTRIBUTOR/KIOSK and the customer. In no circumstances shall SOPL be liable for any activities/ services provided by the DISTRIBUTOR/KIOSK.
7.2 The Website may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of SOPL and it is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. SOPL is not responsible for any form of transmission, whatsoever, received from any Linked Site. SOPL is providing these links to the DISTRIBUTOR/KIOSK only as a convenience, and the inclusion of any link does not imply endorsement by SOPL of the site or any association with its operators or owners including the legal heirs or assigns thereof.
7.3 SOPL does not accept responsibility for any defects that may exist or for any costs, loss of profits, loss of data or consequential losses arising from the DISTRIBUTOR/KIOSK's use of, or inability to use or access, or a failure, suspension or withdrawal of all or part of the service at any time. The DISTRIBUTOR/KIOSK acknowledges that SOPL has no control over, and SOPL excludes all liability for, any material on the World Wide Web, which can be accessed by using the Website.
7.4 www.samagraonline.com shall not be liable to the DISTRIBUTOR/KIOSK or any other party claiming for the DISTRIBUTOR/KIOSK by virtue of termination of this Agreement for any reason whatsoever for any claim for loss or profit or on account for any expenditure, investment, leases, capital improvements or any other commitments made by the DISTRIBUTOR/KIOSK or any other party in connection with their business made in reliance upon or by virtue of this Agreement.
8. Term and Termination of Contract
8.1 This Agreement shall enter into effect on and from date of the DISTRIBUTOR/KIOSK first using the Website shall continue to be in operation unless otherwise terminated by either Party in accordance with the provisions of this Agreement.
8.2 Either Party may terminate this Agreement with immediate effect by giving a notice to the other Party.
8.3 SOPL may also terminate this Agreement and/or discontinue provision of any of the services at any time for any reason, including any improper use of the Website or the DISTRIBUTOR/KIOSK's failure to comply with the terms and conditions of this Agreement. Such termination shall not affect any right to relief to which SOPL and its third party providers and DISTRIBUTOR/KIOSKs may be entitled, at law or in equity. Upon termination of this Agreement and these terms and conditions, all rights granted to the DISTRIBUTOR/KIOSK will terminate and revert to SOPL and its third party providers or DISTRIBUTOR/KIOSKs, as applicable.
8.4 The DISTRIBUTOR/KIOSK agrees and understands that in case of breach of clause 3: Term of Payment, SOPL reserves a rights to cancel all the unutilized bookings for the future dates wherein the DISTRIBUTOR/KIOSK will fully indemnify and hold harmless SOPL against any claims of its customer in relation to such bookings.
8.5 With immediate effect from the date of termination, the DISTRIBUTOR/KIOSK shall cease to use the Website and the services offered by SOPL and shall immediately deliver up to SOPL in accordance with the directions of SOPL all documents and other property (including without limitation financial and statutory records) belonging to SOPL (insofar as such property and information was obtained in pursuance of the performance of services under this Agreement).
8.6 The Distributor security deposit refundable after one year and the retailer payment not refundable.
9.1 The DISTRIBUTOR/KIOSK acknowledges that all documents and any other material containing or referring to confidential information which at any time are or become within or under its control, power or possession are, shall become and shall at all times remain the property of SOPL, to which the confidential information relates.
9.2 The DISTRIBUTOR/KIOSK undertakes (both during the term and after the termination date): The DISTRIBUTOR/KIOSK agrees that in case of non-payment on due dates SOPL reserves the right to block further issuance and reissuance of tickets till the old payment is made in full.
i. on request made at any time by SOPL, to deliver all the confidential information (including copies thereof) or delete the confidential information from any re-usable material in accordance with the directions of SOPL;
ii. not to use or disclose any confidential information except as is necessary to perform its obligations under this Agreement or except as required by law or any regulatory body, provided that this clause shall not apply to confidential information which comes into the public domain other than through the default of any member of the DISTRIBUTOR/KIOSK; iii. not to copy or reproduce any confidential information in any form or on any media or device except as is necessary to perform its obligations under this Agreement;
iv. to ensure that the password and account information provided to it by the SOPL for accessing the Website is secured by all means.
10. Intellectual Property Rights
10.1 The contents of the Website (including information, communications, images and sounds contained) are provided by SOPL, its affiliates, independent content providers and third parties. The contents of this site are copyright Ã‚© of SOPL, its affiliates, independent content providers or third parties and cannot be reproduced, modified, transferred, distributed, republished, downloaded, posted or transmitted in any form or by any means including but not limited to electronic, mechanical photocopying or recording without the prior written permission of SOPL
10.2 SOPL has and shall retain all ownership rights in the Website, including all patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill and confidential and proprietary information. The DISTRIBUTOR/KIOSK will have no rights in the Website except as explicitly stated in this Agreement.
11. Governing Law and Jurisdiction: This Agreement shall be governed by, and construed in accordance with the Laws of India. The exclusive forum for all disputes arising from this Agreement shall be the courts at Bhopal, subject to the provisions on Arbitration, below.
12.1 Any and all disputes or controversies arising out of or in connection with the interpretation, performance or non-performance, or termination of this Agreement, shall, to the extent possible, be settled in the first instance by prompt and good faith negotiations between the Parties.
12.2 If the dispute cannot be settled within seven (7) days by mutual discussions, the dispute shall finally be settled by arbitration under the Arbitration and Conciliation Act, 1996 by a sole arbitrator to be appointed by SOPL The venue of arbitration shall be Bangalore and the arbitration proceedings shall be conducted in English language.
12.3 Each Party shall bear its own costs (including legal costs) for participating in the arbitration proceedings. The arbitrator's fees and expenses and other incidental expenses shall be paid by the Parties as determined by the arbitral tribunal.
13. Assignment The DISTRIBUTOR/KIOSK shall not assign or transfer all or any of its rights or obligations under this Agreement without the prior written consent of SOPL.
14. Force Majeure Neither Party to this Agreement shall be liable for failure to perform any of its obligations hereunder during any period in which such performance is delayed by a force majeure event including but not limited to fire, flood, war, riot, embargo, organized labour stoppage, earthquake, hurricane, acts of civil or military authorities, acts of terrorism, acts of god etc. beyond the reasonable control of the Parties, provided that the Party whose performance is affected by the event of Force Majeure gives notice in writing to the other Party of such event and provided further that the Party whose performance is so affected did not act in a reckless manner or did not willfully misconduct itself.
15. Severability The various provisions of the Agreement are severable and if any provision is found by the Parties hereto or is held to be invalid or unenforceable by any court of competent jurisdiction such invalidity or unenforceability shall not affect the validity or enforceability of any of its other provisions unless it goes to the root of the Agreement or radically affects it.
16. Entire Agreement and Amendments This Agreement sets forth the entire agreement and understanding between the Parties as to the subject matter hereof and merges all prior discussions and negotiations between them. No modification to or amendment of this Agreement shall be valid or binding unless made in writing by means of a side-letter and signed on behalf of the Parties by their duly authorised officers or representatives.
17 General Provisions
17.1 Binding Effect; Benefit. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assignees. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto and the SOPL persons, any rights, remedies, obligations or liabilities under or by reason of this Agreement.
17.3 Notices. Any notice or other communication required or which may be given hereunder shall be in writing (including by e-mail) and shall, in the case of physical notices, be delivered by registered post to the parties at the address registered at the time of commencement of this Agreement.. In the case of physical notices, such notices shall be deemed to be received within 48 hours of the dispatch, and in the case of email, on (i) such email being sent, with a 'read receipt' being received, or (ii) on such email being sent, provided that a physical notice is also dispatched (by registered post) within one day of such email being sent.
18. Disclaimer Notice to Public against FRAUDULANT CONSULTANTS/DISTRIBUTOR/KIOSKS.
The general public is hereby informed and cautioned that certain unscrupulous persons/companies who neither belong to nor have any connection with M/s SOPL(www.samagraonline.com) are misleading the innocent public/prospective DISTRIBUTOR/KIOSKs by giving false promises to lure them to part with money on the pretext of assisting them for assured affiliation with www.samagraonline.com. The public at large is hereby further cautioned that M/s SOPL(www.samagraonline.com) appoints all its DISTRIBUTOR/KIOSKs on its own. It is also made clear that M/s SOPL(www.samagraonline.com) has not given any authority to any third party/company/person to appoint any DISTRIBUTOR/KIOSK on its behalf. Any person entertaining any such person/consultant/agency in the name of M/s SOPL(www.samagraonline.com) shall be responsible, for his/her own acts and for any loss, cost or expenses occurred to him/her and M/s SOPL(www.samagraonline.com) will not be responsible/ liable in any manner for any such dealings. This notice is being put on the website by M/s SOPL(www.samagraonline.com) to caution the public at large to beware of any fraudulent transaction(s) and to disclaim any liability or responsibility in this regard.
19. CODE OF CONDUCT
(a) CUSTOMER SERVICE
1. The Customer communication information including but not limited to, Services' information, fees, charges and transaction limits, terms and conditions needs to be displayed at the Merchant Point Location in such a way that it is prominently visible to the approaching Customers.
2. Customers need to be attentively attended and all their doubts and queries should be clarified with the best effort by You.
3. Any dispute or transaction errors at the counter shall be resolved or raised to SOPL before the Customer leaving the counter.
4. You shall prominently display at Merchant Point Location, the details of the Customer grievance policy, Customer complaint redressal mechanism including the contact details and phone number for complaint redressal, for the benefits of the Customers.
5. You shall display proper signage of SOPL and the customer care contact details including details of nodal officials for grievance redressal (telephone numbers, email address, postal address, etc.), as provided by SOPL.
(b) WORKPLACE RESPONSIBILITIES - DO'S AND DON'TS
1. Personal dignity, privacy, and personal rights of every individual should be maintained.
2. Work together with women and men of various nationalities, cultures, religions, and races in a professional manner.
3. Maintaining honesty and transparency at every stage of carrying out the Services.
1. Do not discriminate, harass or offend anybody by whatever means.
2. Do not engage in contacts with competitors that could create even an appearance of improper arrangement, whether the contact is in person, in writing, by telephone or through e-mail.
(c) CONFLICT OF INTEREST AND OUTSIDE ACTIVITIES
Conflicts of Interest - General principle
1. Conflicts of interest can occur if business practices sacrifice interests of one set of Customers in favour of another or place business interests ahead of Customers.
2. Business Associate shall be sensitive and responsible to any activities, interests or relationships that might interfere with or even appear to interfere with, his/her ability to act in the best interests of all stakeholders.
(d) PRIVACY - DO'S AND DON'TS
1. Properly control access to your work areas and computers.
2. Protect the physical security of official information.
3. Limit access to information strictly to those with a legitimate business reason for seeking that information. Don'ts
1. Do not discuss sensitive matters or confidential information in public places.
2. Do not transfer official information into personal databases or carry hard copies of official information, otherwise than for official purposes outside the office.
3. Do not disclose the username and password of the Terminal to any one.
4. Do not share sensitive financial details, like password, etc through email
5. Do not use un authenticated flash or pen drive, or software on your computer through you transact on SOPL portal/any of its business
6. Do not open emails from unidentified sources and delete them
(e) KNOW YOUR CUSTOMER (KYC)/ ANTI MONEY LAUNDERING
1. Business Associate shall always and strictly follow the KYC policy of SOPL, made specifically for the purpose of providing the Services. Business Associate shall keep in proper condition and safe custody all the documentations with regard to Customers as per KYC policy and will provide the same to SOPL promptly from time to time or as directed by SOPL.
2. Business Associate acknowledges that Money Laundering legislations criminalize money laundering in respect of all crimes including drug trafficking, terrorism, theft, tax evasion, fraud, handling of stolen goods, counterfeiting and blackmail. It is also an offence to undertake and/or facilitate transactions with individuals and entities involved in criminal activities.
3. Business Associate is aware of the Anti Money Laundering Policy as adopted by SOPL.
4. Business Associate has to escalate all suspicious activities/transactions in respect of money laundering regardless of the amount involved or the nature of the offence as per the applicable procedures. Failure to report suspicious transactions despite having knowledge is an offence.
5. Business Associate shall not provide assistance to any person to launder proceeds of any criminal conduct. Prejudice an investigation by informing (i.e., tipping off) the person who is the subject of a suspicious transaction.
(f) Important Phishing Notice
1. Always check for the correct url address For SOPL Agents - https://samagraonline.com
2. Do not enter login or other sensitive information to any other website except listed the above one.
3. Please always change/reset your password/PINs periodically (suggested in every 3 months)
4. Do not share your ID and password with anyone.
5. Phishing is a fraudulent attempt, usually made through social media sites like Facebook, email, phone calls, including IVR, SMS etc seeking your personal and confidential information, they may claim to be in position of authority
6. Phishing can also happen through shared system or virus infected system, hence ensure you are logging on a system which is free from any virus or malware
7. Trash or forensic recovery- Fraudsters can collect information from discarded materials such as old computer equipment's like hard drive, pen drive, DVD, CD etc)
8. Baiting - Such instances happen when we download movies, songs, or plug in any unverified external devices
9. Give and Take - Fraudster will commit to give some benefit or gift in exchange of a specific information from the target
10. SOPL never sends you Facebook message, email/SMS or calls you over phone to get your personal information, password.
Any such post or emails is an attempt to fraudulently withdraw money from your SOPL wallet account from your Login Portals. Never respond to such Facebook post/web address/email/SMS or phone call. Please report immediately to firstname.lastname@example.org
11. Whenever you want to reset your Login Password, you can use the link given on the portal or please call at +91 755-4945858
12. Some Websites may have created similar design and template as ours, please check the URL address
https://samagraonline.com before you put your username and password.
13. In case you note a phishing activity, please report to email@example.com
1. You shall provide full support and cooperation to SOPL, and furnish all the information, papers and documentation promptly in connection with any enquiry, investigation or audit done by SOPL or any external agency or regulatory or governmental authority in connection with provisioning of the Services.
2. You shall ensure that the Customers visiting the Merchant Point Location for the purpose of the availing the Services are intimated and educated about the full details of the Services, the terms and conditions governing the Services,
Customer grievance redressal mechanism, forfeiture policy and/or any other details as required by Applicable Law and/or SOPL from time to time.
3. You shall always ensure to intimate the Customers that the Services are being provided under the brand "SOPL" which is owned and powered by SOPL.
4. You agree that all the terms and conditions mentioned herein are all material to these Terms and Your engagement with SOPL as its Merchant and agree to comply therewith.
5. The obligations herein shall apply jointly and severally to You and Your assigns.
6. The provisions of these Terms shall, as far as permitted by Applicable Law, shall be binding upon the parties, executors, trustees, curators, legatees, heirs and other successors in title.
7. You shall not cede or assign any of Your rights or obligations under the Terms without the prior written consent of SOPL. 8. You hereby agree to abide by all the terms, conditions and obligations as mentioned anywhere else on the Terminal, which shall be considered as incorporated herein by way of reference and that they shall be binding on you without any contest or demur.
9. You hereby acknowledge and agree that the Terms may be amended by SOPL in its sole discretion, and such amendment shall be binding upon you from the date of publishing of the same on the Terminal. You shall not be entitled to challenge the discretion of SOPL at any point in time in any forum.
10. SOPL may or may not inform You about changes in these Terms. You hereby agree that You shall check the Terms regularly to keep yourself updated on the said changes.
20. SYSTEM REQUIREMENTS
1. In order to access the Terminal and provide the Services, You are required to have an internet compatible and internet enabled desktop/laptop/mobile device.
2. It is Your responsibility to ensure Your mobile device/desktop/laptop meets all the necessary technical specifications to enable You to access the Terminal and provide the Services.
3. It is Your responsibility to ensure that the operating system, antivirus software any other software is licensed and original.
21. CHARGES AND PAYMENTS
1. Unless otherwise agreed in writing, You agree to give Non-refundable charge to SOPL, as intimated by SOPL for the purpose of provisioning of Services through the Terminal. This charge will not be refundable in any circumstance and is a charge towards Services set-up and maintenance costs of SOPL.
2. SOPL may levy integration fee/ charges for integrating its systems with Your systems for enabling the provisioning of the Services. SOPL may also charge fees from You like software or Terminal up-gradation fee or any other fee to recover the cost of up-gradation/installation of software/Terminal/any other equipment at Your end for the provisioning of the Services. 3. The charges and payments for the provisioning of the Services by You, as a Merchant of SOPL shall be as per details as prevailing on the date of Transactions as communicated via email or SMS or any other mode from time to time and in absence thereof, as specified on the Terminal and the same will be subject to TDS and other taxes as per the laws applicable. 22. TERMINATION, EFFECTS OF TERMINATION AND LIQUIDATED DAMAGES, FINES AND PENALTIES
1. SOPL shall have the right, at its sole and absolute discretion, to terminate your engagement as a Merchant of SOPL, without any liability by SOPL to You upon giving 15 days prior written notice to You, without assigning any reason thereof; Similarly, You shall have the right to terminate your engagement as a Merchant of SOPL, upon giving 30 days prior written notice to SOPL.
2. SOPL shall have the right to terminate your engagement as a Merchant of SOPL without any liability by SOPL to You immediately, upon written notice by SOPL, if there is (i) any material adverse change in the business environment or (ii) any change in Applicable Law or (iii) any requirement or directive of the Service Provider, which prevents the continuing of the arrangement under these Terms or if the license/permission/approval of SOPL, given by any statutory/ regulatory authority/Bank/Service Provider is revoked or terminated for any reason.
3. SOPL shall have the right to terminate your engagement as a Merchant of SOPL without any liability by SOPL to You immediately, upon written notice by SOPL, if the You cease or threaten to cease to carry on all or a substantial part of Your business, or become insolvent, or make an assignment for the benefit of Your creditors, or a receiver is appointed for Your business, or an order is made for the winding up or liquidation of Your business (other than for the purposes of amalgamation or reconstruction).
2. You are found to be involved in gross negligence or serious misdemeanor or any undesirable activity or any criminal offence including but not limited to cyber crime, fraudulent activity, forgery, misappropriation of funds, breach of trust. 3. You are found to be overcharging from the Customers for the Services and/or collected any fees/charges other than specified by SOPL.
4. There are frequent Customer complaints against You and/or You are found to be misbehaving with any Customer.
5. Customer complaints/disputes against You continue even after repeated warnings are issued by SOPL.
6. In the opinion of SOPL, any breach of these Terms is not curable or Your continuation of the provisioning of the Services is not desirable or its continuance therein poses a grave systemic risk.
7. You do not continue to conform to the qualification/ eligibility criteria for Your appointment/ engagement, as set by SOPL or any statutory or regulatory authority.
8. You fail to adhere to Applicable Laws and other statutory requirements.
9. You have abused Your rights to provide the Services.
11. You have performed any act which is or likely to be harmful or defamatory to SOPL, its customers, suppliers or any other third party.
12. You made use of the Services to perform an illegal act, or for the purpose of enabling, facilitating, assisting or inducing the performance of such an act.
13. You made any confidential and/or proprietary information pertaining to SOPL and/or the Services public without the prior written consent of SOPL.
c) LIQUIDATED DAMAGES, FINES AND PENALTIES
1. On occurrence of any Event of Default, SOPL shall have the right, without prejudice to any of its right, as specified above, to impose liquidated damages which shall be not less than 10,00,000/- ( Rupees Ten Lacs only) per instance and You agree to pay the same on demand without any demur or contest.
2. Notwithstanding anything to the contrary in these Terms, You shall be liable to pay/indemnify SOPL for any fine or penalty imposed by any statutory/regulatory/governmental authority/RBI/court in connection with Your acts of commission and omission while providing the Services. SOPL shall be entitled at its sole discretion to setoff/adjust such fine/penalty from any payments due by SOPL to You.
Explanation: For the purposes of this clause 7, You shall also include Your employees, officers, agents, representatives, successors and assigns.
You agree to indemnify and hold SOPL, its licensors, business partners, contractors, sub-contractors, vendors, suppliers, merchants, parent companies, sister companies, subsidiaries and other affiliates of SOPL and their respective officers, directors, shareholders and employees, indemnified and harmless from any claim, liabilities, damages, costs, losses, demands, expenses, chargebacks, charges and penalties, including reasonable attorneys' fees, made by any third party in connection with or arising out of, provisioning of the Services, or any act of commission or omission by You amounting to non- adhering to these Terms or any breach of Applicable Laws or any fraudulent, illegal, unlawful or undesirable practices or negligence or mischief on Your part or any infringement of intellectual property rights of any third party or any unauthorised use of the Services/ devices supplied by SOPL, by You or occurrence of any Event of Default (refer clause 7). 24. AMENDMENTS TO THE TERMS
Failure delay or neglect by SOPL to enforce at any time any of the provisions hereof shall not be construed nor be deemed to be a waiver of the SOPL's rights hereunder nor in any way affect the validity of the whole or any part of these Terms nor prejudice SOPL's rights to take subsequent action. No remedy conferred by any of the provisions of these Terms is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise, and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more of such remedies by SOPL shall not constitute a waiver by SOPL of the right to pursue any other available remedies. If any provision (or part thereof) of these Terms is held to be a violation of any Applicable Law, the same shall be deemed to be deleted from these Terms to the extent of such violation. The remainder of these Terms shall remain in full force and effect as if such provision (or part thereof) had not originally been contained in these Terms. Notwithstanding the foregoing, the SOPL shall provide for an acceptable alternative provision in place of the provision so deleted, in its sole discretion which shall be binding on You without any contest or demur.
You agree and confirm that the indemnities, confidentiality obligations, limitation of liability, disclaimer of warranties, dispute resolution mechanism, shall survive the efflux of time. 27. ASSIGNMENT
You shall not assign or transfer any of its rights, benefit, or interest in these Terms without SOPL's prior written approval. However, SOPL may assign these Terms to its affiliates/ Bank without Your consent. The Bank, upon such assignment, may, at its sole direction, terminate this Agreement and cease to make payments to You, if any. 28. COMMUNICATION WITH SOPL
You shall communicate by sending a written communication through registered post or courier at SOPL, F-3 Second Floor, Radha Krishna Complex, Behind Sargam Cinema, Zone-II, MP Nagar, Bhopal, MP-462011