(Terms & Conditions)
Itz Cash Card Limited (ItzCash) is engaged in issuance and operation of Semi Closed Prepaid Payment Instruments in India and in providing Technology and Sales & Distribution support to the Banks for Issuance of Open Loop General Purpose Reloadable Card (GPR Card) by such Banks for their GPR Card program The Client has approached ItzCash to issue GPR cards to the customers\Agents\employees\beneficiary of the Client to which ItzCash has agreed subject to the Client adhering specific terms and conditions.
The Client hereby agrees to the below stated terms and conditions set forth herein, subject to which ItzCash will facilitate the services to the Merchant
NOW THEREFORE, THIS AGREEMENT WITNESSETH AND THE PARTIES HERETO AGREE AS FOLLOWS:
RIGHTS & OBLIGATIONS OF ITZCASH
(a) The GPR Card will be issued to the customers of the Client by ItzCash at the request of the Client subject to fulfillment of terms and conditions of this Agreement. The Client shall follow the standard process laid down by ItzCash in this regard.
(b) ItzCash shall charge the Client and the customers of the client such fees as mutually agreed and executed between the parties by way of separate Commercial Letter.
RIGHTS AND OBLIGATIONS OF THE CLIENT
The Client shall send the duly filled up GPR Card Application form/s along with photocopies of the requisite documents viz. Proof of Residence, Proof of Identity of such customers duly certified by the Client as a Know Your Customer (KYC) requirement to ItzCash or as may be specified by the Bank from time to time.
DEPOSIT OF FUNDS
The Participant shall deposit the funds in the designated Bank Account of M/s. Interactive Financial & Trading Services Pvt. Ltd., which is the Super Distributor of ItzCash (hereinafter referred to as “IFTSPL”). The Bank Account number of IFTSPL will be intimated to the Participant as and when required. The Participant shall transfer the funds from its KYC complaint Bank Account as specified in the Declaration.
In case the Participant is found to be in breach of the above-stated provision under Cl.3(a), this Agreement shall stand terminated and the system access of the Participant shall be deactivated with immediate effect.
All information and material provided by ItzCash to the Client in connection with, pursuant to or in terms of this Agreement and / or any Services Agreement shall be deemed to be ‘Confidential Information’ for the purposes of this Clause. The Client shall hold all such information and materials in confidence and shall not in any manner whatsoever disclose, duplicate, publish, release, transfer or otherwise make available such confidential information to, or for the use or benefit of, any person or entity without the prior written consent of the ItzCash . In the event that the Client is required to disclose any of such confidential information pursuant to applicable law, it shall intimate the ItzCash, in writing, within twenty four hours of receipt of such requirement, so that ItzCash may take appropriate action to protect the confidential information and shall co-operate with the ItzCash in this regard.
The term of this Agreement shall be continuous from the Date of its acceptance and shall continue unless terminated by the Client by providing a Thirty (30) days written notice by either party hereinafter referred to as “Term”.
Each party shall have the option to terminate this Agreement at any time by giving Ninety (90) days advance notice in writing to that effect to the other party.
The Parties have right to terminate this Agreement forthwith by a notice in writing to the other Party, if other Party has committed any material breach of its obligations specified under this Agreement or has violated any law under which its right to business may cease and has failed to remedy the breach within one week.
Each Party shall have the option to terminate this Agreement, by giving notice in writing, in the event that any other Party becomes insolvent, goes into liquidation or a liquidator is appointed to wind up the Company.
In the event of the termination of this Agreement either Party will, forthwith return all the signage, literature, banners, glow-signs and any such other promotional material to other party.
(a) The client agrees to indemnify ItzCash and its affiliates, officers, directors, employees, agents, advisors, contractors and sub-contractors from and against all third party claims and damages to the extent that the same arise out of or are related to the Client and its Affiliates, its officers, directors, employees, agents, advisors, contractors and sub-contractors in reference to the present Agreement:
1. Breach of its obligations or warranties under the terms of this Agreement; or
2. Willful misconduct, gross negligence or fraudulent acts or omissions; or
3. Infringement of the Intellectual Property Rights (including copyright, patents, trade secrets, database rights and privacy rights) or breach of Applicable Law(s).
(b) ItzCash agrees to indemnify the Client and its affiliates, officers, directors, employees, agents, advisors, contractors and sub-contractors from and against all third party claims and damages to the extent that the same arise out of or are related to ItzCash and its Affiliates, its officers, directors, employees, agents, advisors, contractors and sub-contractors in reference to the present Agreement:
1. Breach of its obligations or warranties under the terms of this Agreement; or
2. Willful misconduct, gross negligence or fraudulent acts or omissions; or infringement of the Intellectual Property Rights (including copyright, patents, trade secrets, database rights and privacy rights) or breach of Applicable Law(s).
8. INTELLECTUAL PROPERTY RIGHTS
Each Party shall retain their respective rights, title and interest in its patents, copyrights, trademarks, proprietary marks and/or licensed software, service marks and trade secrets ("Intellectual Property Rights").
9. LIMITATIONS & DISCLAIMER
(a). ITZCASH AGREES TO PROVIDE SERVICES WHICH IS IN CONFIRMITY WITH THE SPECIFICATIONS AGREED UNDER THIS AGREEMENT AND SPECFICALLY DISCLAIMS IMPLIED WARRANTIES.
(b). IN NO EVENT SHALL ITZCASH BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, LOSS OF PROFITS, LOSS OF USE OF DATA, OR INTERRUPTION OF BUSINESS, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACT OR INDEMNITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE TOTAL LIABILITY OF ITZCASH UNDER THIS AGREEMENT, FOR ANY REASON, EXCEED THE PAYMENTS THAT ITZCASH RECEIVES IN THE SIX (6) MONTHS PRECEDING THE CLAIM.
GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of India and the parties submit to the exclusive jurisdiction of the courts of Mumbai.
The parties shall endeavour to settle amicably by mutual discussion any disputes, differences or claims whatsoever related to this Agreement. Failing such amicable settlement the dispute shall be settled by arbitration. The Arbitration and Conciliation Act 1996 (and any subsequent amendment to this act) shall govern the arbitration proceedings. The arbitration shall be held in Mumbai, India. The language of arbitration shall be English. The arbitration proceedings shall be held before the sole Arbitrator appointed by mutual consent of both the parties. Any arbitration award will be final and binding on the parties, and judgment there on may be entered in any court of competent jurisdiction.
ItzCash & the Client shall not be liable for any failure to perform any of its obligations under this Agreement if the performance is prevented, hindered or delayed by a Force Majeure Event (defined below) and in such case its obligations shall be suspended for so long as the Force Majeure Event continues. Each party shall promptly inform the other of the existence of a Force Majeure Event and shall consult together to find a mutually acceptable solution. For the purpose of this provision, the expression “Force Majeure Event” shall mean any event caused or occurred due to any cause beyond the reasonable control of the Master Merchant, the Facility Providers and the Acquiring Banks, including, without limitation, unavailability of any communication system, breach or virus in the processes or Payment and Delivery Mechanism, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war, acts of government, computer hacking unauthorized access to computer data and storage devices, computer crashes, etc. If such condition lasts more than six (6) months, the party receiving such notice may, at its discretion, terminate this Agreement. This shall not excuse the Other Party’s obligation to make payment for all the Services rendered till such date of Termination.
(a) Assignment: This Agreement may not be assigned by the Client without the prior written consent of ItzCash. ItzCash may assign all its rights, titles, benefits under this Agreement to any of its affiliates. This Agreement shall apply to and bind any successor or permitted assigns of the Parties hereto.
(b) Survival of Provisions: Notwithstanding any other provision to the contrary herein, terms which by their nature survive termination or expiration of this Agreement shall bind the parties following any expiration or termination of this Agreement.
All notices or communications to be issued under or pursuant to the terms of this Agreement shall be in the English language and shall be issued in either of the following modes:
(a) Hand delivery, with due acknowledgment; or
(b) Courier, with proof of delivery; or
(c)Facsimile transmission, e-mail or comparable
means of communication to the relevant Parties.
Any notice to be sent to ItzCash will be sent to its head office any notice sent to the Corporate will be sent to the address as specified in ItzCash Records, Any change in the address, telephone number, telecopy number or email id for notification purposes shall be notified to the other Party within 15 (fifteen) of the change