By accessing this webpage/Application, you are agreeing to be bound by these Terms and Conditions (“Terms") in a legally binding agreement between us (“Merchant”or“us” or “we”or“our” ) and the User (“you” or “your”). Please read these Terms carefully before accessing or using the Website/App. If you do not agree to the Terms, you may not access the Platform. FOR APPOINTMENT AS RETAILER/PARTNER/DISTRIBUTOR & SUPER DISTRIBUTOR These terms and conditions (Terms and Conditions) shall apply to and govern the commercial arrangement between DAINYPAY Technologies Pvt. Ltd. (herein after referred as 'DAINYPAY') and the Retailer/ Partner / Distributor/Super Distributor. These Terms and Conditions and any attachments hereto represent the entire agreement between DAINYPAY and the Retailer/ Partner / Distributor/Super Distributor and no changes to the same are binding unless they are in writing and intimated by the authorized representative of DAINYPAY. “DAINYPAY”is a digital financial facilitation service provider, a company incorporated under the Companies Act,, 2013 (18 of 2013 and rule 18 of the Companies (Incorporation) Rules, 2014) having its registered office at Hno 64 Kheriya Patal Sahara Khurd Iglas Aligarh Uttar Pradesh-202124, INDIA (hereinafter referred to as the Company/DAINYPAY which expression shall unless repugnant to the context or meaning thereof mean and include its successors and permitted assigns).
1.1 During the Term, the Retailer/ Partner / Distributor/Super Distributor shall render the services (“Services”) of DAINYPAY, by and through such of its officers, employees, agents, representatives and affiliates as it shall designate, from time to time. Notwithstanding anything contrary contained in these Terms and Conditions, DAINYPAY shall have the right at any time, to modify, alter and amend the lists of Services, including the manner, procedure, process in which the Retailer/ Partner / Distributor/Super Distributor will be required to perform the Services and the Retailer/ Partner / Distributor/Super Distributor shall be bound by all such modifications, alterations and amendments made by DAINYPAY. 1.2 The Retailer/ Partner / Distributor/Super Distributor shall only market, distribute sell or promote such DAINYPAY Services as are permitted expressly by DAINYPAY. The Retailer/ Partner / Distributor/Super Distributor shall not automatically have the right to market, sell, distribute, or promote any product or service that may be provided by other retail outlets, whether in the present or in the future. In the event of any addition to the Services, DAINYPAY may, at its sole discretion, intimate the Retailer/ Partner / Distributor/Super Distributor that the Retailer/ Partner / Distributor/Super Distributor is entitled to sell, market, distribute and promote such product or service. DAINYPAY shall also have the right to direct the Retailer/ Partner / Distributor/Super Distributor to discontinue providing any of the DAINYPAY Services at the Retail Outlet without assigning any reason whatsoever. 1.3 DAINYPAY shall specify to the Retailer/ Partner / Distributor/Super Distributor, the necessary infrastructure and equipment including but not limited to computer terminals, peripherals attachments, internet and broadband connectivity, mobile device and/or any such device with GPRS connectivity, HTML enabled, which is compatible enough to run DAINYPAY Software/Services etc, for effectively providing the DAINYPAY Services, which the Retailer/ Partner / Distributor/Super Distributor shall acquire at its sole expense. In case of the MPOS Application, the Retailer/ Partner / Distributor/Super Distributor shall be entitled to install the DAINYPAY Software on that particular mobile device and/or any such other device, which is proposed to be registered with DAINYPAY for availing DAINYPAY Services, and no other mobile/device of the Retailer/ Partner / Distributor/Super Distributor shall have such Software installed unless registered under the terms and conditions of this Agreement. Further, the Retailer/ Partner / Distributor/Super Distributor shall prominently display the DAINYPAY signage, signboards, logos, etc at a prominent place in the Retail Outlet, strictly in accordance with the directions issued by DAINYPAY in this regard. 1.4 Upon satisfactory installation and operation of the necessary equipment and peripherals, DAINYPAY shall, subject to these Terms and Conditions, install the necessary software and other DAINYPAY Intellectual Property to enable the provision of the Services. All Services shall be provided solely through the portal of DAINYPAY or are recorded therein and no offline transactions are permitted and/or no such fake/false receipts should be issued by the Retailer/ Partner / Distributor/Super Distributor for the willful fraud transaction done by the Retailer/ Partner / Distributor/Super Distributor which are not transacted through DAINYPAY Software/portal. However, if any Retailer/ Partner / Distributor/Super Distributor is found and/or discovered doing any such malicious/wrong/willful/fraudulent acts and/or offline transactions, it shall be liable and charged for such civil/penal and criminal acts by and under but not limited to the Indian Penal Code 1860 and Criminal Procedure Code 1973. 1.5 The Retailer/ Partner / Distributor/Super Distributor shall obtain all necessary license(s), permits and approvals for selling, distributing, marketing and promoting the Services from the Retail Outlet and shall bear all costs and incidental expenses incurred in this regard, including without limitation all fees for application, license fees, charges and taxes. 1.6 The Retailer/ Partner / Distributor/Super Distributor shall keep the Retailer/ Partner / Distributor/Super Distributor Outlet open for business during normal business hours, or as permitted by law or such other time period as DAINYPAY may specify from time to time. 1.7 The Retailer/ Partner / Distributor/Super Distributor shall ensure that the Retail Outlet is utilized for the purpose of rendering the Services in accordance with these Terms and Conditions. The Retailer/ Partner / Distributor/Super Distributor shall further ensure that and shall not cause or permit (a) any material that may not be made available to the public under applicable law, including without limitation any vulgar, obscene, pornographic, misleading, defamatory, libelous, offensive, derogatory, threatening, harassing, abusive or violent content, to be made available in the Retail Outlet or (b) any activities that are proscribed under law or reasonably considered to be immoral or against public interest. 1.8 DAINYPAY may, at its sole discretion and with or without consideration, provide training manuals, technology support, ongoing advice and assistance to the Retailer/ Partner / Distributor/Super Distributor and designated employees of the Retailer/ Partner / Distributor/Super Distributor, including, provision of brochures, pamphlets, charts, signboards, signage and other materials for the purposes of advertisement, promotion and marketing the Services. Any materials supplied by DAINYPAY shall be utilized solely in relation to the provision of Services and the Retailer/ Partner / Distributor/Super Distributor shall ensure that such materials are not utilized for any other purpose. 1.9 The Retailer/ Partner / Distributor/Super Distributor shall not encroach/poach upon the areas of operation of other neighboring Retailer/ Partner / Distributor/Super Distributors appointed by DAINYPAY or act in any manner which will prejudice the business prospects of neighboring Retailer/ Partner / Distributor/Super Distributors appointed by DAINYPAY.
2.1. In this Terms of Use, unless the contrary intention appears and/or the context otherwise requires, capitalized terms defined by: (i) inclusion in quotations and/ or parenthesis have the meanings so ascribed; and (ii) the following terms shall have the meanings assigned to them herein below: “Applicable Law” includes all applicable Indian statutes, enactments, acts of the state legislature or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, directions, directives and orders of any governmental authority, statutory authority, board, recognized stock exchange, as may be applicable including but not limited to Guidelines on Managing Risks and Code of Conduct in Outsourcing of Financial Services by Banks, Business Correspondent Guidelines issued by RBI from time to time, Payment & Settlement Systems Act, 2007, Payment & Settlement Systems Regulations, 2008, Policy Guidelines on Issuance and operation of Pre-paid Payment Instruments in India, and any other guideline in relation to prepaid cards issued from time to time by Reserve Bank of India and in each case, any implementing regulation or interpretation issued thereunder including any successor Applicable Law; “Applicant” shall mean You or any individual person above the age of [18 (eighteen)] years, using an operational mobile phone connection, who applies either on his owner approaches Retail Partner at the Retail Outlet locations and/or such other locations, for availing the Company Services; “Company Rules” shall mean policies issued by the Company with respect to its strategic business partners, retail partners, distributors, Consumers including but not limited to the policy on the code of conduct and other sales and management policies as issued on the Website, Platform and/ or otherwise and amended from time to time; “Consumer” shall mean an Applicant who upon submission of the CAF and upon completion of necessary formalities, is found to be eligible by Company as per guidelines issued by RBI (if any), to avail the Company Services and has opened a Membership Account; “Governmental Authority” means any nation, state, sovereign, or government, any federal, regional, state, local or political subdivision and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, constitutionally established and having jurisdiction over any of the parties (to the extent relevant to the transactions contemplated hereby) or the assets or operations of any of the foregoing or the transactions contemplated hereby; “INR” or “RS” means Indian Rupees, the lawful currency of the Republic of India; “Intellectual Property” shall mean all intellectual property used for the purpose of or in association with or in relation to providing the Company Services utilising the Platform and includes without limitation, (a) Software, operating manuals, software code, program, instructions, specifications, processes, input methods, data or information used in relation to, in association with or for the operation of the software installed by Company ; (b) the trademarks, service marks, trade names, business names, logos, symbols, styles, colour combinations used by Company during the course of its business and all depictions, derivations and representations thereof; (c) all promotional material including without limitation, advertisements, literature, graphics, images, content and the ‘look and feel’ of all of the above; and (d) all techniques, formulae, patterns, compilations, processes, inventions, practices, methodology, techniques, “Tax” or “Taxes” shall mean any and all taxes, GST, cess, levies, imposts, duties, charges, deposits, fees, deductions or withholdings that are, or that are to be, imposed, levied, collected, withheld or assessed, together with any and all interest, penalties, claims or other liabilities arising under or relating thereto; ACCEPTANCE AND APPOINTMENT AS RETAILER/ DISTRIBUTOR/ SUPER DISTRIBUTOR
You agree that we may collect, store, and share the information provided by you in order to deliver the products and/or services availed by you on our Platform and/or contact you in relation to the same.
You agree to provide us with true, complete and up-to-date information about yourself as may be required for the purpose of completing the Transactions. This information includes but is not limited to the personal details such as name, email address, phone number, delivery address,age, and gender (or any other information that we may deem necessary for us to fulfil the Transaction) as well as the accurate payment information required for the transaction.
3.1 These Terms and Conditions shall come into force from the date (Effective Date) of Retailer/ Partner / Distributor/Super Distributor Application Form attached herewith. Within 30 (thirty) days from the date of acceptance by Retailer/ Partner / Distributor/Super Distributor, the Retailer/ Partner / Distributor/Super Distributor shall commence business in accordance with these Terms and Conditions. 3.2 The Retailer/ Partner / Distributor/Super Distributor acknowledges that it has read and understood these Terms and Conditions at the time of making an application to DAINYPAY for operation of a retail outlet to provide the Services (as defined herein) under the name and style of “DAINYPAY” and that it has had sufficient time to evaluate the financial requirements, equipment required to conduct the business, services applicable/ enable in his area of operation and risks associated with the establishment and operation of the retail outlet. 3.3 : During the Term and subject to these Terms and Conditions, DAINYPAY hereby appoints the Retailer/ Partner / Distributor/Super Distributor and the Retailer/ Partner / Distributor/Super Distributor hereby accepts the appointment as a DAINYPAY Retailer/ Partner / Distributor/Super Distributor, to establish and operate a retail outlet at such address as specified in the Retailer/ Partner / Distributor/Super Distributor application form attached herewith for the purpose of marketing, selling and providing the Services (“Retail Outlet”). No changes to the address as mentioned in the Retailer/ Partner / Distributor/Super Distributor Application form shall be permitted, except with the prior written consent from DAINYPAY whereas such consent shall be signed by the Authorized Representative of the level of Vice President or above. 3.4 The appointment of the Retailer/ Partner / Distributor/Super Distributor under these Terms and Conditions shall remain valid up to the termination (“Term”). DAINYPAY may exercise its right of withdrawal by giving a notice in writing to the Retailer/ Partner / Distributor/Super Distributor 1 (one) month prior to withdrawal unless any breach of this agreement by the Retailer/ Partner / Distributor/Super Distributor. 3.5 The Retailer/ Partner / Distributor/Super Distributor may describe himself as an 'authorized Retailer/ Partner / Distributor/Super Distributor' of DAINYPAY, but must not hold [itself/himself] out as being entitled to bind DAINYPAY in any way. The Retailer/ Partner / Distributor/Super Distributor shall not make, cause or permit, directly or indirectly, any description or projection of itself as a partner or employee or officer or representative of DAINYPAY. 3.6 DAINYPAY is in the business of facilitating/distributing/marketing/providing of product(s)/service(s) of various service providers to enable them to expand the distribution networks for the services provided by them. 3.7 The Retailer/ Partner / Distributor/Super Distributor has understood the business model and aware that DAINYPAY is just a facilitator and distributor of products and services and does not own such services or products by itself. DAINYPAY takes reasonable efforts to make available the services and products, however, shall not be liable and responsible for any deficiency of such services and products. DAINYPAY further also takes reasonable efforts to provide its best uninterrupted services at best quality; however, technological systems are prone to interruption for upgradation, maintenance, break down of either the systems of DAINYPAY or that of the Service Providers’. The Retailer/ Partner / Distributor/Super Distributor shall be managing his business considering such interruptions.
4.1 Non Refundable Registration Fee: The Retailer/ Partner / Distributor/Super Distributor shall deposit such an amount (“Registration Fees”) by way of a non-refundable registration fee as per commercial terms defined by DAINYPAY on or before the Effective Date. 4.2 Working Capital: The Retailer/ Partner / Distributor/Super Distributor shall maintain and deposit with DAINYPAY working capital (“Working Capital”) in a bank designated and intimated to the Retailer/ Partner / Distributor/Super Distributor for this purpose (“Designated Bank”) which will be an interest free deposit. The Working Capital limit may be increased from time to time by way of written intimation to the Retailer/ Partner / Distributor/Super Distributor. The Retailer/ Partner / Distributor/Super Distributor shall immediately deposit such further amounts to ensure that the Working Capital is maintained at the aforementioned amounts at all times. 4.3 Working Capital Limit: The Retailer/ Partner / Distributor/Super Distributor shall be entitled to a credit limit equivalent to the Working Capital balance in the books of DAINYPAY (“Credit Limit”). The Retailer/ Partner / Distributor/Super Distributor may enter into transactions up to the value of the existing Credit Limit. In the event the value of the transactions exceed the Credit Limit, all further transactions exceeding the Credit Limit shall automatically be blocked until the Credit Limit is sufficient to permit further transactions. In the event the Retailer/ Partner / Distributor/Super Distributor desires to enter into transactions in excess of the Credit Limit, the Retailer/ Partner / Distributor/Super Distributor shall deposit the amount either with the Distributor or DAINYPAY as the case may be to increase its Credit Limit accordingly. The Distributor/ DAINYPAY shall, at their sole discretion, permit enhancement of the Credit Limit. If the amount is deposited with the Distributor, the Retailer/ Partner / Distributor/Super Distributor need to obtain proper receipt and the limit gets enhanced from the Distributor. DAINYPAY shall not be responsible for any liabilities in such an event. 4.4 Commission: The Retailer/ Partner / Distributor/Super Distributor shall be entitled to commission, which shall be adjusted on a daily basis/monthly basis/transaction basis, for the provision of the Services at a rate to be intimated by DAINYPAY to the Retailer/ Partner / Distributor/Super Distributor from time to time through its portal, either by way of credit to the Working Capital or the Retailer/ Partner / Distributor/Super Distributor may deduct the commission due to it, prior to depositing the proceeds of a transaction in the Current Account. The Retailer/ Partner / Distributor/Super Distributor shall be regularly updated on the Rates of Commission through the Portal. DAINYPAY, at its sole discretion shall decide the sharing of Gross Margin with the Retailer/ Partner / Distributor/Super Distributors and its decision will be final. It is presumed that the Retailer/ Partner / Distributor/Super Distributor has agreed to such commission / margin before the transaction. Any dispute in this regards will not be admissible by DAINYPAY. 4.5 Prices and discounts: All prices, charges, fees and discounts for all DAINYPAY Services shall be determined, and may from time to time be revised, by DAINYPAY at its sole discretion. The Retailer/ Partner / Distributor/Super Distributor shall not collect cash from the customers by offering discounts on the Services which do not have DAINYPAY's sanction. The Retailer/ Partner / Distributor/Super Distributor shall also not provide any incentives, subsidies or do any act/ omission or thing, which shall have the effect of providing incentives or subsidies on the Services. The Retailer/ Partner / Distributor/Super Distributor acknowledge that DAINYPAY has the right to alter the prices or nullify any sales that have been entered in the portal. 4.6 Taxes: All current and/or future taxes or similar fees including without limitation GST, value added tax, service tax and other local or municipal taxes shall be payable by the Retailer/ Partner / Distributor/Super Distributor. Such amounts shall not be retained by the Retailer/ Partner / Distributor/Super Distributor while retaining its commission. Payments made to the Retailer/ Partner / Distributor/Super Distributor shall be subject to such withholdings as prescribed under applicable law. Subject to the aforesaid, DAINYPAY assumes no responsibility for the tax compliance of the Retailer/ Partner / Distributor/Super Distributor. 4.7 Costs: All costs and expenses for operation of DAINYPAY Kiosk including but not limiting to electricity, telephone, staff salary, traveling, promotional activities and other similar out-of-pocket expenses incurred in the performance of the Services shall be borne by the Retailer/ Partner / Distributor/Super Distributor. 4.8 Activity/Inactivity charges: A minimum monthly charges plus Taxes may be levied by DAINYPAY and the same shall be deducted from the Retailer/ Partner / Distributor/Super Distributor’s Working Capital balance. The Retailer/ Partner / Distributor/Super Distributor hereby agrees and acknowledges to pay such charges as intimated to the Retailer/ Partner / Distributor/Super Distributor from to time. 4.9 Set off: DAINYPAY may, deduct sums due from the Retailer/ Partner / Distributor/Super Distributor under these Terms and Conditions from any sums due to the Retailer/ Partner / Distributor/Super Distributor under the same and the Retailer/ Partner / Distributor/Super Distributor hereby consents to such set off being made by DAINYPAY.
5.1 The Retailer/ Partner / Distributor/Super Distributor shall be solely responsible for all such personnel employed by it, including payment of wages, making of contributions under various labour laws, such as the Employees Provident Fund and Miscellaneous Provisions Act, 1952, the Employees State Insurance Act, 1948, etc. 5.2 The Retailer/ Partner / Distributor/Super Distributor acknowledges that it shall be responsible for all acts and omissions of its employees, subordinates, agents, aforesaid assignees or other personnel engaged by the Retailer/ Partner / Distributor/Super Distributor. 6. EXCLUSIVITY AND NON COMPETE 6.1 During the continuation Term of this agreement, the Retailer/ Partner / Distributor/Super Distributor shall not, directly or indirectly, through any other person, firm, corporation or other entity (whether as an officer, director, employee, partner, consultant, and holder of equity or debt investment, lender or in any other manner or capacity): (a) market, offer and/or perform services similar to that being developed, offered or sold by DAINYPAY; (b)solicit, induce, encourage or attempt to induce or encourage any employee or consultant of DAINYPAY to terminate his or her employment or consulting relationship with DAINYPAY, or to breach any other obligation to DAINYPAY; (c) solicit, interfere with, disrupt, alter or attempt to disrupt or alter the relationship, contractual or otherwise, between DAINYPAY and any other person including, without limitation, any consultant, contractor, customer, potential customer, or supplier of DAINYPAY; or (d) engage in or participate in any business conducted under any name that shall be the same as or similar to the name of DAINYPAY or any trade name used by DAINYPAY.
6.1 No license under any patents, copyrights, trademarks or any other intellectual property rights of DAINYPAY / its affiliates / its Service Provider(s) / third party(ies) is granted to or conferred upon to the Retailer/ Partner / Distributor/Super Distributor by virtue of being the Retailer/ Partner / Distributor/Super Distributor of DAINYPAY. The Retailer/ Partner / Distributor/Super Distributor shall not acquire any interest and right on the trademark(s), trade name(s), logo, etc. of other party including DAINYPAY by virtue of this Agreement and shall not use the logos, trademark of DAINYPAY/owner of intellectual property on including interalia the Retailer/ Partner / Distributor/Super Distributor’s Rubber stamps, letterheads, Visiting Cards, websites etc. and/or any such material in whatsoever manner. 7.2. The Retailer/ Partner / Distributor/Super Distributor agrees to protect the logo, trade name and trademark of DAINYPAY and not use the same, in any unauthorised manner, whatsoever, including interalia as a tool for acknowledging payments accepted by the Retailer/ Partner / Distributor/Super Distributor/his representative, thereby creating false impression about the authenticity of such acknowledgment / receipt. The Retailer/ Partner / Distributor/Super Distributor hereby undertakes to indemnify, defend and hold DAINYPAY harmless for all loss(es) / damage(s) arising due to infringement of this clause. The Retailer/ Partner / Distributor/Super Distributor is aware of the consequences, if at all, the Retailer/ Partner / Distributor/Super Distributor and/or his representative are found in unauthorized use of DAINYPAY logo/ trade name(s) in any manner, then strict action shall be taken against the Retailer/ Partner / Distributor/Super Distributor, including permanent deactivation of his Services, but not limited to any other legal action which DAINYPAY may deem fit and proper, under the provisions of law.
We implement appropriate security measures and privacy-protective features on our Platform including encryption, password protection, call masking, and physical security measures to protect your personal data from unauthorised access and disclosure, and follow standards prescribed by applicable law. 8.1 The Retailer/ Partner / Distributor/Super Distributor agrees that all information disclosed by DAINYPAY or which the Retailer/ Partner / Distributor/Super Distributor gets in the course of negotiating this Agreement is confidential in nature and hence cannot be disclosed. Each Party may disclose the existence of this Agreement, but agrees that the terms and conditions of this Agreement will be treated as Confidential Information; provided, however, that each Party may disclose the terms and conditions of this Agreement: (a) as required by any court or other governmental body; (b) as otherwise required by law; (c) to legal counsel of the Parties; (d) in confidence, to accountants, banks, and financing sources and their advisors; (e) in connection with the enforcement of this Agreement or rights under this Agreement; or (f) in confidence, in connection with an actual or proposed merger, acquisition or similar transaction. 8.2 The Retailer/ Partner / Distributor/Super Distributor also agrees that on and from the date of this Agreement all information, which the Retailer/ Partner / Distributor/Super Distributor may obtain from DAINYPAY pursuant to this Agreement, shall be kept confidential by the Retailer/ Partner / Distributor/Super Distributor and shall not be disclosed to any third party, save and except with the prior written consent of the DAINYPAY.