IMPORTANT: THIS USER AGREEMENT (HEREINAFTER REFERRED TO AS ‘AGREEMENT’)IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR, IF PURCHASED OR OTHERWISE ACQUIRED BY OR FOR AN ENTITY, AN ENTITY) (HEREINAFTER REFERRED TO AS “USER")AND SUGAL & DAMANI UTILITY SERVICES PRIVATE LIMITED (HEREINAFTER REFERRED TO AS “Payworld” or "Company").
THIS AGREEMENT IS AN ELECTRONIC RECORD IN TERMS OF INFORMATION TECHNOLOGY ACT, 2000 AND RULES THERE UNDER AS APPLICABLE AND THE AMENDED PROVISIONS PERTAING TO ELECTRONIC RECORD/DOCUMENT IN VARIOUS STATUTES AS AMENDED BY THE INFORMATION TECHNOLOGY ACT,2000.THIS IS A COMPUTER-GENERATED ELECTRONIC RECORD AND DOES NOT REQUIRE ANY PHYSICAL OR DIGITAL SIGNATURE.
In order to use Website and/or applications, you must first read and accept the terms of this license.
The Company is in the business of electronic transaction processing and inter-alia, engaged in the business of online transactions of various services like account recharge (mobile network, DTH, Digital Wallet Top ups), reservations,bill payments, cash cards, insurance, wallets, cash management service (cash point), E-shopping,money remittance and other related business on real time basis through its network under B2B Model across the Republic of India(hereinafter referred to as ‘Services’) and owns a software which is a flexible and secure solution for payments, cash collections, validation and settlements (hereinafter referred to as ‘Software’).
The USER is desired to offer the above-mentioned Services to the Customer from its locations situated within the Territory and desired to uses the Payworld application which is operational on Desktops, Laptops and Mobile phones videAndroid, Windows, iOS & Java platforms.
The Company has developed its official website and/or application(Android and/or IOS) namely Payworldindia.com and its subsites (hereinafter referred to as ‘Platform’) which has the features or offers to operate the business of Payworld.
The USER has approached the Company and requested the Company to provide Service to the USER intending to purchase or inquiring for any products and/ or services of the Company by using Company's Platform or using any other customer interface channels of Company which includes its advertisements, information campaigns etc. to permit them to use of the Platform.
The Company has accepted the offer of USER and wishes to have a business relationship as subject to the following terms and conditions.
USER and Company/Payworld shall jointly be referred to as “Parties” and individually as the “Party” as per the context.
NOW THEREFORE IN CONSIDERATION OF THE PREMISE AND THE MUTUAL RIGHTS AND OBLIGATIONS HEREIN SET FORTH, THE PARTIES HERETO AGREE AS FOLLOWS:
“Applicable Laws” shall mean all laws of Republic of India, including ordinance, statutes, rules, orders, decrees, injunctions, licenses, permits, approvals, authorisations, consents, waivers, privileges, agreements and regulations of any governmental authority having jurisdiction over the relevant matter as such are in effect as of the Effective Date or as may be amended, modified, enacted or revoked from time to time in future;
"Authorization" includes an authorization, consent, clearance, approval, permission, resolution, license, exemption, filing and registration;
""Confidential Information" means any and all information in whatever form whether disclosed orally or in writing or whether eye readable, machine readable or in any other form including, without limitation, the form, materials and design of any relevant equipment or any part thereof, the methods of operation and the various applications thereof, processes, formulae, plans, strategies, data, know how, designs, photographs, drawings, specifications, technical literature and any other material made available by one Party to the other Party or gained by the visit by one Party to any establishment of the other Party whether before or after this Agreement is entered into, for the purpose of considering, advising in relation to or furthering the negotiations (and any information derived from such information).
"Content" means the text, documents, information, data, articles, images, photographs, graphics, software, applications, video recordings, audio recordings, sounds, designs, features, and other materials that are available on the Platform.
"Customer" shall mean any person availing Services from the USERregistered on the Platform;
"Distributor or Sub-Distributor or Business Partner" shall mean the person/entity authorised by the Company to appoint the Retailers for the purposes of this Agreement.
Any mortgage, charge (whether fixed or floating), pledge, equitable interest, lien, hypothecation, assignment, deed of trust, title retention, security interest, encumbrance of any kind securing or conferring any priority of payment in respect of any obligation of any Person, including any right granted by a transaction which, in legal terms is not the granting of security but which has an economic or financial effect similar to the granting of security under Applicable Law;
Any proxy, power of attorney, voting trust, contract, interest, option, right of other Persons, right of set off, right of first offer, refusal or transfer restriction in favour of any Person;
Any adverse claim as to title, possession or use, conditional sale contract, co-sale contract, trust (or other title exception of whatsoever nature);
Other commitment, restriction, limitation or encumbrance of any kind or nature whatsoever including restriction on use, voting rights, transfer, receipt of income or exercise of any other attribute of ownership;
A contract, whether conditional or otherwise, to give or refrain from giving any of the foregoing.
"Intellectual Property Rights" means, without limitation, Content, Software, trademarks, service marks, trade names, word marks, registered and unregistered design rights, copyrights (including rights in computer software), database rights and all other similar rights, title and interest which may subsist in any part of the world now or in the future (including know-how constituting a trade secret) under any statute or under common law and where such rights are obtained or enhanced by registration together with any extensions or renewals, any registration of such rights and applications and rights to apply for such registrations;
"Member" means the unique IDUSERuses (with password) to login to the Platform;
"Member ID" means an individual who has registered with the Platform and have created aMember ID and a password on the Platform;
"Person" includes an individual, statutory corporation, body corporate, partnership, joint venture, association of persons, Hindu Undivided Family (HUF), societies (including co-operative societies), trust, unincorporated organization, government (central, state or otherwise), sovereign state, or any agency, department, authority or political subdivision thereof, international organization, agency or authority (in each case, whether or not having separate legal personality) and shall include their respective successors and assigns and in case of an individual shall include his legal representatives, administrators, executors and heirs and in case of a trust shall include the trustee or the trustees for the time being;
"Platform" means the payworldindia.com website and/or applications, and their respective subsites, computer or mobile running applications (Android and/or IOS) together with the respective Content, Intellectual Property Rights of Payworld, Products and Services available from these sites/ subsites or applications;
"Products and Services" means the services and products offered by the Payworld(as specified in Recital A) under B2B model through the Platform;
"Provider" means the ultimate suppliers, information providers, and other service providers whose product/services are being offered by the Payworld;
"Purchase" means to book, reserve, or purchase. The terms "Platform", "Intellectual Property Rights", "Content" and "Products and Services" do not include the sites, marks, content, products or services that are provided by third parties, and that are available through a link from the Platform. Their use is subject to the terms set forth by their respective owners or operations, on the third party's website and/or application;
"Territory" shall mean the territoryas selected by the User whileregistering on the Company's Platform;
"Trading Balance" shall mean the amount to be deposited by User in advance with the Company’s bank account as designated by the Company from time to time for the purpose of day to day trade and fulfilling its obligations as specified herein under this Agreement.
The words “include” or “including” shall be construed without limitation;
a gender shall include references to the female, male and neuter genders;
a "month" is a reference to a period starting on one day in a calendar month and ending on the date immediately before the numerically corresponding day in the next calendar month, except that if there is no numerically corresponding day in the month in which that period ends, that period shall end on the last day in that calendar month;
The singular includes the plural (and vice versa);
The Company agrees to permit the User to register its details in the Company’s Platform. The USERshall choose a password and shall be solely responsible to maintain the confidentiality of itspassword and account. The USERis fully responsible for all activities that occur while using their password or account. It is the duty of the USERto notify the Company immediately of any unauthorized use of their password or account or any other breach of security. The Company shallnot be liable for any loss that may be incurred by the USERas a result of unauthorized use of their password or account, either with or without their knowledge.
Additionally, the Company itself may provide terms and guidelines that govern particular features, offers or the operating rules and policies applicable to each Product or Service of the Company. The User shall be responsible for ensuring compliance with the terms and guidelines or operating rules and policies of the Provider with whom the USERelects to deal, including terms and conditions set forth in a Providers' fare rules, contract of carriage or other rules
The USER agrees that they shall not distribute exchange, modify, sell or transmit anything from the Company’s Platform, including but not limited to any text, images, audio and video, for any business, commercial or public purpose.
The Company reserves the right, in its sole discretion, to terminate the access to any or all Company’s Platform or its other sales channels and the related services or any portion thereof at any time, without notice, for general maintenance or any reason what so ever.
It is agreed between the Parties that, as long as the USER comply with the terms of this Agreement, the Company agrees to provide a non–exclusive, non–transferable, limited right to enter, view and use its Platform to the USER. The USER agrees not to interrupt or attempt to interrupt the operation of the Platform in any manner.
Access to certain areas of the Company’s Platform may only be available to registered Members. To become a registered Member, the USER shall be required to answer certain questions at the request of the Company. Answers to such questions may be mandatory and/or optional. The USER represents and warrants that all information provided to the Company whether while answering such questions or otherwise are true and accurate.
Some or allProducts and Services displayed on the Platform may not be available for purchase in particular country or locality of the USER. The reference to such products and services on the Platform does not imply or warrant that these products or services shall be available at any time in particular geographical location. The USERshall check with Company’s local authorized representative for the availability of specific Products and Services in the USER area.
In addition to this Agreement, there are certain terms of service specific to the Services rendered/ products provided by the Company, such terms of service shallbe provided/ updated by the Company from time to time which shall be deemed to be a part of this Agreement and in the event of a conflict between such terms of service and this Agreement, the terms of this Agreement shall prevail.
The Company’s Services are offered to the USERsubject to its acceptance without modification of all the terms, conditions and notices contained in this Agreement and the terms of service, as may be applicable from time to time. For the removal of doubts, it is clarified that availing of the Services by the User constitutes an acknowledgement and acceptance by the USERof this Agreement and the terms of service. If the USERdoes not agree with any part of such terms, conditions and notices, the User must not avail the Company’s Services.
TERMS OF ELIGIBILITY FOR PLATFORM USER(S):
User(s) means any person who uses and has the right to use the Services provided by Payworld on the Platform.
The Services are available to those persons who can form legally binding contracts under the ApplicableLaws. Therefore, USER should not be a minor or otherwise incompetent as per Applicable Laws; i.e. USER must have completed the age of 18 years of age to be eligible to use Services.
USER shall,while accessing the Platform, they must follow/abide by the Applicable Laws. Payworld is not responsible for the possible consequences caused by your act/behaviour during the use of Platform. Payworld may, in its sole discretion, refuse the Service to anyone at any time without assigning any reason.
This Agreement shall take effect and become binding upon the Parties immediately after the Userhas signed up and created an account on the Platform And remain in force until it is terminated by either of the Parties in accordance with the terms of the Agreement.
This Agreement may be terminated by Company immediately without any reason thereof, if the USERmisuses the Platform or fails to comply with the terms and conditions of this Agreement.
This Agreement may be terminated by USERby serving 60 days written notice in advance by his/her registered mobile number and/or email id either to the Company or through Distributor to the Company, if applicable.
Upon termination of this Agreement for whatever reason, all the rights and obligations of the Parties hereunder shall cease.
The USER agrees that if the USER downloads any Content from Platform, the USER willnot remove anyIntellectualProperty notices or other notices that go with it.
The Company agrees to make every effort to ensure that the description and content on each page of the Platform is correct, it does not, however, take responsibility for changes that may occur due to human/ data entry errors or for any loss or damages suffered by any USERdue to any information contained therein. Also, the Company does not own or operate the services of service Provider and cannot therefore control or prevent changes in the published descriptions. The Company reserves the right to make changes therein from time to time.
The USER shallensure that sufficient Trading Balanceis maintained by the USER and the same can be taken/maintained through their,authorizedDistributor or Sub-Distributor or Business Partner or directly from Payworld.
The USER should not take any action based on information on the Platform until it receives a confirmation of such transaction. If the USERdoesnot receive a confirmation of the purchase on Platform via e-mail or SMS, (check in "spam" or "junk" folder to verify that it has not been misdirected), and if still not found, USER shall contact customer service department of the Company.
The Company agrees to take all measures to exclude viruses from the Platform but does not ensure that the Platform will be at all times free from viruses or other destructive software(S). The USER shall take appropriate safeguards before downloading information from the Platform. The Company shall not be responsible for any loss/damages to computer equipment or other property resulting from the use of the Platform or due to any downloads from the Platform.
The USER agrees and acknowledge that the Company’s Platform may contain links to other website and/or applications. The said other website and/or applications are not under the control of the Company and hence, the Company is not responsible for the content of any other website and/or applications, or any changes and updates to other website and/or applications. The Company is providing these links toother website and/or applications to the USER only as a convenience, and their inclusion does not entail endorsement by the Company of the other website and/or applications or any association with its operators or owners.
The USER agrees and acknowledge that on accepting the terms and conditions of this Agreement, the User gives the right to the Company to collect the data relating tohis/her/its location (at a GPS level), browser details, capturing photograph(for the purposes of the Agreement only)and any other details as Company may require from time to time for the purposes of this Agreement. The USER also allows Company to send SMS, email and/ormessages on Whatsappmessenger to the Distributorin relation to the services at the registered mobile numberand email address as provided by the USER while registration on the Platform in accordance with Applicable Laws including but not limited to Information Technology Act, 2000.
The Company acts only as a business agentand accepts no liability whatsoever for any part of the arrangements between the Providerand the Customer with regard to the standard of service. In no circumstances the Company shall be liable for the services provided by the Provider/third party.
If the Platform contains bulletin boards, chat rooms, access to mailing lists or other message or communication facilities, the USER agrees to use the same only to send and receive messages and materials that are proper and related thereto. The USER agrees that when using the Platform or any facility available there from, shall not do any of the following:
Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
Publish, post, distribute or disseminate any defamatory, infringing, obscene, indecent or unlawful material or information.
Upload or attach files that contain software or other material protected by Intellectual Property laws (or by rights of privacy and publicity) unless the USERowns or controls the rights thereto or has received all consents therefor as may be required by Applicable Law.
Upload or attach files that contain viruses, corrupted files or any other similar software or programs that may damage the operation of another’s computer.
Delete any author attributions, legal notices or proprietary designations or labels in any file that is uploaded.
Falsify the origin or source of software or other material contained in a file that is uploaded.
Advertise or offer to sell any goods or services, or conduct or forward surveys, contests or chain letters, or download any file posted by another user of a forum that the USERknows, or reasonably should know, cannot be legally distributed in such manner.
The USER agrees that, it shall not post or transmit any defamatory, libellous, obscene, pornographic, profane, threatening or unlawful material or any material that could constitute or encourage conduct that would be considered a criminal offense or give rise to civil liability, or otherwise violate any Applicable Laws. The Company assumes no liability or responsibility arising from the contents of any communications containing any defamatory, erroneous, inaccurate, libellous, obscene or profane material. The Company may change, edit, or remove any user material or conversations that are illegal, indecent, obscene or offensive, or that violates the Company’s policies in any manner way.
The Company agrees to fully cooperate with any law enforcement authorities or court order requesting or directing the Company to disclose the identity of anyone posting such materials.
Any communications or materials send by the USER to the Platform by electronic mail or otherwise, including any comments, data, questions, suggestions or the like, all such communications are, and will be treated by the Company, as non–confidential. The USER hereby give up any and all claim that any use of such material violates any of rights including moral rights, privacy rights, proprietary or other property rights, publicity rights, rights to credit for material or ideas, or any other right, including the right to approve the way the Company uses such material. Further, any material submitted to this Platformmay be adapted, broadcast, changed, copied, disclosed, licensed, performed, posted, published, sold, transmitted or used by the Company.
The USER represents and warrants to the Company that:
It will submit all the details as requested by the Company including but not limited to KYC information along with proof of the location of office/shop in a true, correct &accurate manner and shall not make any false and/or misleading representation in relation to the same. User understands that any false and/or misrepresentation including submission of false documents can lead to suspension/termination of the registration on the Platform and the USER shall be liable to bear all/any legal consequences arising thereto.
It validly exists and in good standing under the Applicable Laws and it has the power and authority to enter into and fully perform the obligations under this Agreement;
It has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and has been fully authorized by all requisite corporate actions to do so
It has the necessary skills, knowledge, experience, equipments, resources, expertise, the required capital, net worth, adequate and capability to duly perform its obligations in accordance with the terms of this Agreement and to the satisfaction of Payworld;
There are no criminal complaints or other proceedings pending against the USER with the police, courts or other authorities which may hamper in fulfilling its obligations under this Agreement
It has obtained and will maintain all necessary approvals, permits, waivers, consents and licenses from the relevant authorities for it to perform all its obligations under this Agreement.
It shall not use the Services for any improper or unlawful purposes.
It will not knowingly make any false or misleading representation with regard to the Services to the Retailers.
It shall not undertake any activity while providing services which is infringing any third-party rights including third party Intellectual Property Rights
The execution and performance of this Agreement by the USER does not and shall not violate any provision of any existing arrangement, law, rule, regulation, any order or judicial pronouncement;
It will comply with the provisions of all the Applicable Laws, concerning or in relation to rendering of Services by the USER as envisaged under this Agreement;
It shall be solely liable and responsible for compliance of Applicable Laws in respect of its employees, agents and representatives and including laws relating to terminal benefits such as pension, gratuity, provident fund, bonus or other benefits to which its employees, agents and representatives may be entitled and the Company shall have no liability in this regard
It is agreed between the Parties that, all materials on Platform, including but not limited to audio, images, software, text, icons and such like (the “Content”), belongs to the Payworld. The USER shall not use the Content, except as specified therein. The USER agrees to follow all instructions on Platform limiting the way USER may use the Content. The Platform is the sole and exclusive property of the Company or its licensors. The Company and its licensors retain all right, title and interest (including all copyright, trademark, patent, trade secrets, and all other Intellectual Property Rights) in the Platform. Any unauthorized use, reproduction or modification of the Platform may violate the Applicable Laws.
There are a number ofIntellectual Property Laws including but not limited to proprietary logos, service marks and trademarks found on Platform whether owned/used by the Company or otherwise. By displaying them on the website and/or application, the Company is not granting the USER any license to utilize those Intellectual Property Laws, proprietary logos, service marks, or trademarks. Any unauthorized use of the Content may violate the laws of privacy and publicity.
FEES PAYMENT & TAXES:
The Company reserves the right to charge transaction fees from the USER based on certain completed transactions using the Services.
All the applicable charges (as decided by SDUS from time to time) along with the applicable taxes on the said charges for the usage of Distributor Panel and its associated application shall be deducted by SDUS from the Trading Balance of the Distributor on monthly basis against which SDUS shall raise an invoice for amount payable by the Distributor by the end of the next month.
The Company further reserves the right to alter any and all type of fees/renewal charges/usage charges etc from time to time, without notice. The USER shall be completely responsible for all charges, fees, duties, taxes, and assessments arising out of the use of the Services.
In the rare possibilities of the transaction not initiated or confirmed, the Company shall not be under any obligation to make another transaction in lieu of or to compensate/ replace the unconfirmed one. All subsequent further transactions will be treated as new transactions with no reference to the earlier unconfirmed reservation.
The USER shall be liable for all applicable taxes including not limited to GST with respect to the Services rendered. Any applicable indirect taxes under Applicable Laws on supply of Services shall be in addition and USER shall be liable for the same.
In case USER fails to pay any applicable taxes or liabilities required under Applicable Laws, statutory and government regulations and accordingly if Company is made liable to pay the same; by virtue of such arrangement, the USER acknowledges that Company shall have the right to adjust such amount against the subsequent net payables.
The USER shall be required to indemnify and hold harmless the Company, its promoters, officers, directors, employees, affiliates, agents, sub-contractors and other representatives from any losses including loss of input tax credit, claims, demands, liabilities, suits, proceedings, penalties, costs or expenses of any kind (including, attorneys fees and expenses) on account of violation of applicable tax laws by the User (including but not limited to non-filing of the requisite forms with the tax authorities to claim tax credit, incorrect SAC codes, incorrect tax rates etc.).
The USER shall fully indemnify the Company for any claim, liability, damages and costs arising out of any non-compliance of applicable GST and other applicable taxation laws.
For the purpose of this Agreement, data protection legislation means the legislation and regulations relating to the protection of personal data of the Customers and Company and processing, storage, usage, collection and/or application of personal data or privacy of an individual under the Applicable Laws including (without limitation):
the Information Technology Act, 2000 (as amended from time to time), including the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 (Privacy Rules) and any other applicable rules framed thereunder;
all other banking industry guidelines (whether statutory or non-statutory) or codes of conduct relating to the protection of personal data and processing, storage, usage, collection and/or application of personal data or privacy of an individual issued by any regulator to the Company;
any other Applicable Law solely relating to the protection of personal data and processing, storage, usage, collection and/or application of personal data or privacy of an individual.
The USER and its affiliates shall comply with all data protection laws under the Applicable Laws and such compliance shall include, but not be limited to, maintaining a valid and up to date registration or notification (where applicable) under the data protection laws.
The USER shall only undertake the processing of personal data:-
reasonably required in connection with the performance of its obligations under this Agreement; and in accordance with Company’s written instructions, and in accordance with Applicable Law.
Company hereby instructs the USER to take such steps in the processing of personal data on behalf of Company as are reasonably necessary for performance of its obligations under this Agreement.
The USER shall not process or transfer any personal data outside India without the prior written consent of Company.
The USER shall at all times have appropriate technical and organisational measures in place acceptable toCompany:
to prevent unauthorised or unlawful processing of any personal data of theCustomers;
to protect any personal data against accidental loss, destruction or damage;
to ensure the reliability of its employees/contractor having access to the personal data;
On Company’s request, the USERshall: provide a detailed, written description of the measures undertaken by the USER and the USER’s compliance with those measures; andallow Company to access USER’s premises to inspect its procedures for the processing of personal data;
If the USERreceives a request from any person for access to personal data or any other request relating to Company’s obligations under the data protection laws, or any complaint or allegation that Company is not complying with the data protection laws the USER shall:
immediately notify Company; and
provide full co-operation and assistance to the Company in relation to any such complaint or request including, without limitation
providing Company with full details of any such request;
providing Companywith any personal data it holds in relation to any person in a form specified by Companywithin ten (10) days of receipt of the request from any person or as otherwise stipulated by Company; and
comply with the data access request within the relevant timescales set out in the data protection legislation and in accordance with explicit Authorisation to do so from Company;
assist the Companyin taking any action that deems appropriate to deal with such complaint or allegation;
If the USERreceives a request from any person for access to personal data or any other request relating to Company’s obligations under the data protection laws, or any complaint or allegation that Company is not complying with the data protection laws the USER shall:
The USER has provided Companywith such information and Companymay require to ascertain that such sub-contractor has the ability to comply with the provisions of this Agreement; and
The USER has obtained the prior written consent of Company; and
the proposed sub-contractor has entered into a contract with Companyon the same terms and conditions contained herein;
Upon expiry or termination of this Agreement for any reason the USER shall immediately return any personal data, destroy any personal data held by it or its affiliates or subcontractors and issue a confirmation of compliance in this regard to Company.
SUB-CONTRACTING AND ASSIGNMEN:
The USER shall itself perform its obligations under this Agreement and shall not assign, transfer or sub-contract any of its rights and obligations in relation to all or part of the Service or related thereto, under this Agreement, except with the prior written permission of the Company.
In the event of sub-contracting, the USER shall at all times remain responsible and liable to Company for all the actions of the sub-agents/ sub-contractors, assignee, or transferee, as the case may be, with no dilution or diminution of Service, controls, penalties, etc.
Notwithstanding anything contained in the terms of this Agreement, the USER shall ensure that such sub-agent, sub-contractor, assignee or transferee, as the case may be, under the provisions of this clause as agreed under this Agreement, are bound by the terms of this Agreement.
If such assignment is as a result of operation of any Applicable Laws, then the Company shall have the option on such assignment to forthwith terminate this Agreement.
The Company shall be entitled to assign/transfer part / all of its rights and benefits under this Agreement to any person or entity with intimation or notice to the USER.
AUDIT AND INSPECTION
The Company shall be entitled to access the USER’s records of transactions and other necessary information given to, stored or processed by the User relating to the Services rendered under this Agreement;
Following a reasonable notice period of 2 days, Company/Service Provider shall be entitled to conduct audits/inspection by its internal or external auditors, or by agents appointed to act on its behalf and to obtain copies of any audit or review reports and findings made on the USER in connections with the Services undertaken for / on behalf of Company.
Statutory body/Government Authority orany other competent authority or persons authorised by it shall be entitled to access the documents, records of transactions, and other necessary information given to, stored or processed by the USER within a reasonable time.
Statutory body/Government Authority shall be entitled to cause an inspection to be made on the USER and its books and account by one or more of its officers or employees or other persons.
USAGE OF MOBILE NUMBER OF THE USER BY THE COMPANY:
The Company agrees to send transaction confirmation & other information to update the USER on the transaction status and any further information via SMS (short messaging service) and/or Whatsapp messages on the mobile number provided by the USER at the time of purchase of Product or Services. The USER hereby unconditionally consents such intimation via SMS/Whatsapp messages by the Company.
However, if the USER, does not want to receive mailers, SMS/Whatsapp messages/E-mail, can unsubscribe (opt out), For unsubscribing user can either email the Company at email@example.com, by providing USER details and other information as requested (for e.g. username, registered email & SMS) or by using such other mode to unsubscribe as communicated by the Company to USER from time to time. USER can be rest assured their email id & mobile number will not be shared with third party and will be exclusively kept confidential for internal use.
CONTESTS AND INTERACTIONS:
The Parties agree that Platform maycontaincertain contests which may require the USER to send Company some material and/or information about the USER or offer prizes. Each contest shall contain its own rules, which USER shall be required to read and accept before participating in the same.
RIGHT TO CANCELLATION BY THE COMPANY IN CASE OF INVALID INFORMATION FROM THE USER:
The USER expressly undertakes to provide to the Company only correct and valid information while requesting for any Services under this Agreement, and not to make any misrepresentation of facts at all. Any default on part of the User would vitiate this Agreement and shall disentitle the USER from availing the Services from the Company.
In case if the Company discovers or has reasons to believe at any time during or after receiving a request for Services from the USER that the request for Services is either unauthorized or the information provided by the USER or any of them is not correct or that any fact has been misrepresented by them, the Company in its sole discretion shall have the unrestricted right to take any steps against the USER, including cancellation of the transactions, etc. without any prior intimation to the USER. In such an event, the Company shall not be responsible or liable for any loss or damage that may be caused to the USER or any of them as a consequence of such cancellation of transaction or Services.
The USER unequivocally indemnifies the Company of any such claim or liability and shall not hold the Company responsible for any loss or damage arising out of measures taken by Company for safeguarding its own interest and that of its genuine customers. This would also include Company denying/cancelling any transaction on account of suspected fraud transactions.
PRIVACY AND SECURITY:
DISCLAIMER OF WARRANTY:
The Company and its Providers make no warranty of any kind regarding the Platform, Content, Products or Services, all of which are provided on an "as is" basis. The Company and its Providers expressly disclaim any representation or warranty that the Platform will be free from errors, viruses or other harmful components, that communications to or from the Platform will be secure and not intercepted and that the Services and other capabilities offered from/on the Platform will be uninterrupted, or that its Content will be accurate, complete or timely. The fact that the Company is including or offering any Product or Service on the Platform is not an endorsement or a recommendation of the Product or Service.
Other than those warranties which, under the Applicable Laws are applicable to these terms, are implied by laws, and are incapable of exclusion, restriction or modification, the Company and its providers expressly disclaim all warranties and conditions, including implied warranties and conditions of merchantability, fitness for a particular purpose, title, non-infringement, and those arising by statute or otherwise in Applicable laws or from a course of dealing or usage of trade.
LIMITATION OF LIABILITY:
Subject to Applicable Law, use of the Platform and its Content is at USER’s own risk. Services and Products made available on the Platform are subject to conditions imposed by the Providers, including but not limited to tariffs, conditions of carriage, international conventions and arrangements, and federal government regulations. Providers who furnish products or Services through the Platform2are independent contractors, and not agents or employees of the Company.
In no event the Company or its Providers shall be liable to any USER for any direct, indirect, special or other consequential damages for any use of the Platform, any hyper linked website, the acts or omissions of providers who furnish products or Services through the Platform, or the Products or Services offered by Providers through the Platform, including, without limitation, whether based in contract, tort, negligence, strict liability or otherwise, that arises out of or is in any way connected with(i) any use of, browsing or downloading of any part of Platform or Content, (ii) any failure or delay (including without limitation the use of or inability to use any component of the Platform for transaction), or (iii) the performance or non-performance by Payworld or any Provider, or (iv) any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, even if the Company and the Provider(s) have been advised of the possibility of damages to such parties or any other party.
User hereby acknowledge that the Company is not the seller of the Products and the Services and the Company shall in no manner be deemed to be the seller of the Products or Services, Companyis only facilitating purchase of the Products or Services from the service Provider/vendor by providing the Services Platform of the Company. Hence, if there is any defect/deficiency in the Product Services of any nature whatsoever, then the Company may advise the User to contact the respective Provider and if there is any loss, cost, damage and liability which may incur or arise on the USER due to termination of relation/arrangement between the Company and the service Provider on account of any reason whatsoever than the Company shall not be held responsible, in any manner, to refund any amount in full or in part which has been paid by the USERwhile subscribing to the service of such service Provider at Company’sPlatform.
Each of the Party recognizes, accepts and agrees that all information obtained or disclosed, including but not limited to all data, documents, applications, papers, statements, slips, programmes, plans and/or any business/ customer information, marketing strategies/plans and any and all other trade secrets, confidential knowledge or information of either Party relating to its business, practices and procedures (hereinafter collectively referred to as “Confidential Information”) which may be provided or communicated by oneParty to the other Party in connection with this Agreement and/or in the course of performance under this Agreement, shall be and shall remain the sole property of the Party providing such Confidential Information and shall be of a strictly private and confidential in nature and shall be treated as confidential by the other Party.
During the Term of this Agreement and thereafter, neither Party shall make use of any such Confidential Information for any purpose whatsoever which is not necessary for the discharge of its obligations under this Agreement, or to the disadvantage of the Party providing such Confidential Information, nor shall the Party receiving such ConfidentialInformation divulge it to anyone other than the Party providing the Confidential Information or persons designated by such Party.
All Confidential Information shall be returned forthwith by the Party receiving such Confidential Information to the Party providing the Confidential Information upon the expiry or termination of this Agreement:
The obligations of each of the Party contained in this Clause shall continue for the Term of this Agreement and five (5) years after the termination of this Agreement but shall not apply to any information which: (a) is or hereafter comes into the public domain otherwise than through a breach by any Party of its obligations under this Agreement; (b) is, at the time of disclosure, already known to the Party receiving the Information as evidenced by such Party’s written documentation; (c) is independently developed by employees of the Party receiving the information who have not had access to or received any such Information under this Agreement; or (d) is required to be disclosed for the purpose of providing assistance hereunder subject to the other Party’s prior consent to the same: Provided, however, that nothing contained in this Clause shall prevent any Party from disclosing such Confidential Information to the extent required in or in connection with legal proceedings arising out of this Agreement or any matter relating to or in connection therewith.
Neither Party shall issue any public statement concerning these arrangements or disclose the contents hereof or matters related thereto to the public or any third party except with the express prior written approval of the other Party or except as required under Applicable Law.
The provisions of this Clause shall survive the termination or expiry of this Agreement.
INTELELCTUAL PROPERTY RIGHTS:
All Intellectual Property Rights of the Company in the Platform and the publicity material shall remain the property of the Company.
Except as expressly set out in this Agreement no assignment of or license under any Intellectual Property Right or trade mark or service mark, whether registered or not, owned or controlled by the Companyis granted to the USER by this Agreement.
USER shall not use the Intellectual Property Rights or adopt any Intellectual Property Rights identical or similar to any of the Intellectual Property Right of the Company on or in relation to any Productsor Services unless authorized by Company in writing. If the USER comes to know of any instances of misuse of any of the Intellectual Property Right of Company by third parties in its Territory, it shall forthwith notify Company and render all reasonable assistance to the Company in any proceedings that Company may take to prevent such misuses.
During the Term of this Agreement and thereafter, the USER recognizes that Companyis the sole owner of all Intellectual Property Rights, tile in the Services offered by Company including the technology and Software related thereto and all advertising and promotional material and Customer information related to provision of Services, and the goodwill which is or which shall become attached to any of the foregoing (hereinafter collectively known as “Company Intellectual Property"). The USER hereby knowledges that it shall have no right, title or interest, whatsoever in the Company Intellectual Property except expressly provided herein.
The USER agrees, warrants and undertakes that it shall take all necessary measures to ensure that the CompanyIntellectual Property, Intellectual Property Rights of the service Providers are not infringed, passed off, diluted, reverse-engineered, hacked into misappropriated, tampered with and/or copied for any other reason by any of its employees, agents, consultants, representatives except expressly provided herein.
RIGHT TO REFUSE:
Without prejudice to the other remedies available to the Company under this Agreement, the terms of Service or under Applicable Law, the Company may limit the USER’sactivity, or end the USER's listing, warn other users of the USER's actions, immediately temporarily/indefinitely suspend or terminate the USER's registration, and/or refuse to provide the USERwith access to the Platform if:
The USERis in breach of this agreement, the terms of Service and/or the documents it incorporates by reference;
The Company is unable to verify or authenticate any information provided by the USER; or
The Company believes that the USER's actions may infringe on any third party rights or breach any Applicable Law or otherwise result in any liability for the USER, other users of the Platform and/or the Company.
TheCompany may at any time in its sole discretion reinstate suspended USER. Once the USERhave been indefinitely suspended the USERshall not register or attempt to register with the Company or use the Platform in any manner whatsoever until such time that the USERis reinstated by the Company.
Notwithstanding the foregoing, if the USER breaches this Agreement, the Terms of Service or the documents it incorporates by reference, the Company reserves the right to recover any amounts due and owing by the USER to the Company and/or the service Provider and to take strict legal action as the Company deems necessary.
The USER agrees that there can be exceptional circumstances where the service Providersmay be unable to honour the confirmed bookings/purchases made by a USER on the Platform due to various reasons like climatic conditions, labourunrest, insolvency, business exigencies, government decisions, operational and technical issues, route and flight cancellations etc. If the Company is informed in advance of such situations where dishonour of bookings may happen, it will make its best efforts to provide similar alternative to its Customers or refund the booking amount after reasonable service charges, if supported and refunded by that respective service Providers. The USER agrees that the Company being an agent for facilitating the booking services shall not be responsible for any such circumstances and the Customers have to contact that service Provider directly for any further resolutions and refunds.
The USERagrees that in situations due to any technical or other failure in the Company, Services committed earlier may not be provided or may involve substantial modification. In such cases, the Company shall refund the entire amount received from the Customer for availing such Services minus the applicable cancellation, refund or other charges, which shall completely discharge any and all liabilities of the Company against such non-provision of Services or deficiencies. Additional liabilities, if any, shall be borne by the USER.
The Company shall not be liable for delays or inabilities in performance or non-performance in whole or in part of its obligations due to any causes that are not due to its acts or omissions and are beyond its reasonable control, such as acts of God, epidemic, pandemic (including Covid-19) fire, strikes, embargo, acts of government, acts of terrorism or other similar causes, problems at airlines, rails, buses, hotels or transporters end. In such event, the user affected will be promptly given notice as the situation permits.
Without prejudice to whatever is stated above, the maximum liability on part of the Company arising under any circumstances, in respect of any Services offered on the site, shall be limited to the refund of total amount received from the Customer for availing the Services less any cancellation, refund or others charges, as may be applicable. In no case the liability shall include any loss, damage or additional expense whatsoever beyond the amount charged by the Company for its Services.
In no event shall the Company and/or its Providersbe liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of the Company’sPlatform or any other channel. Neither shall Company be responsible for the delay or inability to use the Company Platform or related services, the provision of or failure to provide Services, or for any information, Software, products, services and related graphics obtained through the Company website and/or application(s), or otherwise arising out of the use of the Company website and/or application(s), whether based on contract, tort, negligence, strict liability or otherwise.
The Company is not responsible for any errors, omissions or representations on any of its pages or on any links or on any of the third party website and/or application pages.
The USER agrees to indemnify, defend and hold harmless the Company and/or its affiliates, their Platform and their respective lawful successors and assigns from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable legal fees and disbursements in connection therewith and interest chargeable thereon) asserted against or incurred by the Company and/or its affiliates, partner Platform and their respective lawful successors and assigns that arise out of, result from, or may be payable by virtue of, any fraud or breach, or non-performance of any representation, warranty, covenant or Agreement made or obligation to be performed by the USER pursuant to this Agreement. The USER shall be solely and exclusively liable for any breach of any country specific rules and regulations or general code of conduct and Company cannot be held responsible for the same.
None of the provisions of any Agreement, terms and conditions, notices, or the right to use the Platform by the User contained herein or any other section or pages of the Company Platform or its partner website and/or applications, shall be deemed to constitute a partnership between the USER and the Company and no Party shall have any authority to bind or shall be deemed to be the agent of the other in any way
All notices, requests, consents, approvals, agreements, authorizations, acknowledgements, waivers and other communications required or permitted hereunder shall be in writing and in the English language and shall be sent by either internationally recognized courier or by email address or facsimile transmission (with confirming facsimile receipt) addressed to the address of each Party set forth below, or to such other address as such other Party shall have communicated to the other Party in writing. Notice shall be deemed to have been served when received (and in case of a facsimile transmission, provided that a confirming copy is sent to the other Party, in accordance with the non-facsimile notice delivery requirements).
If to Payworld:
Address: 138, Udyog Vihar Phase – I, Gurgaon, Haryana - 122001
The various provisions of this Agreement are severable and if any such provision or part thereof is held to be void, voidable, invalid, unlawful or unenforceable by any Court of competent jurisdiction such void, voidable, invalid, unlawful or unenforceable provision shall be deemed severed from this Agreement and shall not affect the remaining provisions of this Agreement or as the case may be, the remainder of the relevant provisions which shall remain in full force and effect and in substitution for any such provision held to be void, voidable, invalid, unlawful or unenforceable, there shall be substituted by mutual consultation and agreement of the Parties a provision of similar import reflecting the original intent of the Parties to the extent permissible under Applicable Laws
UPDATION OF THE INFORMATION BY THE COMPANY :
The USER acknowledges that the Company provides Services with reasonable diligence and care. It endeavours its best to ensure that USER does not face any inconvenience. However, sometimes, the information, Software, Products, and Services included in or available through the Company Platform or other sales channels and ad materials may include inaccuracies or typographical errors which will be immediately corrected as soon as the Company notices them. Changes are/may be periodically made/added to the information provided such. The Company may make improvements and/or changes in the Company Platform at any time without any notice to the USER. Any advice received except through an authorized representative of the Company via the Company Platform should not be relied upon for any decisions.
Save where this Agreement expressly provides, neither Party shall be deemed to have waived any right, power, privilege or remedy under this Agreement unless such Party shall have delivered to the other Party a written waiver signed by an authorised officer of such waiving Party. No failure or delay on the part of either Party in exercising any right, power, privilege or remedy hereunder shall operate as a waiver, default or acquiescence thereof, nor shall any waiver on the part of either Party of any right, power, privilege or remedy hereunder operate as a waiver of any other right, power, privilege or remedy, nor shall any single or partial exercise of any right, power, privilege or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power, privilege or remedy hereunder.
AMENDMENTS AND MODIFICATIONS:
The Company reserves the right to change the terms, conditions, and notices under which the Company’sPlatformis offered, including but not limited to the charges. The USER is responsible for regularly reviewing these terms and conditions.
The Company hereby expressly disclaims any implied warranties imputed by the laws of any jurisdiction or country other than those where it is operating its offices. The Company considers itself and intends to be subject to the jurisdiction only of the courts of Delhi, India.
GOVERNING LAWS AND ARBITRATION:
Any dispute, difference, controversy or claim (“Dispute”) arising between the Parties out of or in relation to or in connection with this Agreement, of the breach, termination, effect, validity, interpretation or application of this Agreement or as to their rights, duties or liabilities thereunder, or as to any act, matter or thing arising out of, consequent to or in connection with this Agreement, shall be settled by the Parties by mutual negotiations and agreement. If, for any reason, such Dispute cannot be resolved amicably by the Parties, the same shall then be referred to and settled by way of arbitration proceedings in accordance with the Arbitration and Conciliation Act, 1996 or any subsequent enactment or amendment thereto (the “Arbitration Act”). A sole Arbitrator shall be appointed by the Company. The decision of the Arbitrator shall be final and binding upon the Parties. The venue of arbitration proceedings shall be Delhi. The language of the arbitration and the award shall be English. This Agreement shall be construed in accordance with the laws of India.
This Agreement represent the entire Agreement between the Parties as to the subject matter hereof and supersede all prior understandings between the Parties on the subject-matter hereof.
No amendments and/or modifications to this Agreement shall be valid unless executed in writing and signed by authorized persons of boththe Parties.
Termination of this Agreement for any cause whatsoever shall not release a Party from any liability which, at the time of termination, has already accrued to the other Party or which may thereafter accrue in respect of any act or omission prior to such termination.
Article headings are inserted for convenience of reference only and shall not be deemed to affect the interpretation of this Agreement or of any clause.
Each Party shall co-operate with the other and execute and deliver to the other such instruments and documents and take such other actions as may be reasonably requested from time to time in order to carry out, give effect to and confirm their rights and the intended purpose of this Agreement.
No remedy conferred by any of the provisions of this Agreement is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise, or any other remedy given hereunder or now or hereafter existing at law, in equity, by statute, or otherwise, except as stated to the contrary in this Agreement. The election of any one or more of such remedies by any of the Parties hereto shall not constitute a waiver by such Party of the right to pursue any other available remedy.
The provisions of the following clauses of this Agreement shall survive the termination or expiry hereof.
The USER understands that in case the USER shares any personal information (including biometrics) and/or any information relating to its account on Payworld with any third party (any person other than authorised personnel of the Company) or shares any OTP (One Time Password) with any third party, the USER shall be solely responsible for any losses/damages that it may incur from the same. The Company shall not be responsible for any such losses/damages incurred by the USERdue to any unauthorised access to the account of the USER registered on the Platform.
The CP hereby agrees and acknowledges that-
IN WITNESS WHEREOF:the Parties hereto have hereunto executed these presents on the day and the date first hereinafter written.
The USER hereby agrees to ensure to isolate and clearly identify all Customer information, documents (in hard copies or soft files), computerized data/information, records and assets to protect the confidentiality of the Customers information. BY CLICKING I ACCEPT, USER (INCLUDING PERSON ACTING ON BEHALF OF USER) CONFIRMS THAT THE USER OR ANY OTHER LEGAL ENTITY AS THE CASE MAY BE, HAS NECESSARY AUTHORITY TO ACCEPT THIS AGREEMENT ON ITS BEHALF.