1.Handling of personal data – The Retail Outlet will not use the personal data of the customers for any other purpose except for discharging its functions under this agreement.
2.Accounting – Not withstanding any other provision of this Agreement, the Retail Outlet shall be absolutely liable to account for all funds coming into its possession in connection with the Service and shall hold all moneys in trust for the Company. Retail Outlet shall indemnify Company against all liability, loss and expense incurred by Company because of Retail Outlet’s loss of money from the Service.
3.Assumption or risk, indemnity and insurance
A.Assumption of risk – The Retail Outlet assumes all risks and losses arising from or in connection with offering the Service, including, but not limited to, theft, forgery, robbery and damage, destruction, loss or disappearance to, or of, any property or cash (including Software and Equipment).
B.Indemnity – The Retail Outlet shall indemnify and keep indemnified the Company against any liability, cost, judgment, penalty, fine or the like, including, but not limited to, reasonable legal fees sustained or paid by the Company by way of suit, claim, settlement or otherwise as a result of any act or omission by the Retail Outlet,its employees or agents in connection with the Service.
4.Copyright and other property rights
A.General – The Retail Outlet acknowledges and agrees that all trade names, trademarks, service marks, logos, copyright and other property rights of the Company or any other Service Provider will remain the exclusive property of the Company/Service Provider. The Retail Outlet shall not assert any claim in respect of any such property rights during the Term of this Agreement or thereafter.
B.Customer information – Subject to Clause 11.C, the Retail Outlet acknowledges and agrees that all Customer information is to remain the exclusive property of the Company and shall not be transferred, disclosed or used by the Retail Outlet for any purpose without the prior written consent of Company.
C.Permitted disclosure – The Retail Outlet may transfer and disclose information in respect of Customers to law enforcement authorities as required by law
5.Termination and suspension; discontinuance
A.Discontinuance – The Retail Outlet acknowledges and agrees that:
(i)The Company is not obliged to continue the Service; and
(ii)The Company may discontinue the Service at any time without any liability to the Retail Outlet
(iii)Company will have the right at any time to terminate or suspend this agreement by giving a prior written notice of 30 days, as per its sole discretion without assigning any reasons
(iv)This Agreement shall continue to be in force until terminated as per this clause.
B. Post-Termination obligations – Following Termination, the Retail Outlet shall:
(i) Promptly render a full account to the Company with respect to the Service and shall remain absolutely liable for all amounts, fees and other charges in accordance with this Agreement;
(ii) Immediately remove, or permit the Company to remove, all signs, displays or other materials pertaining to the service
(iii) Refer all inquiries regarding the Service to a telephone number and/or a location specified by the Company and shall at no time refer any such inquiry to a person offering a system in any way similar to the Services under this agreement; and
(iv) Ensure that it complies with all obligations contained in this Agreement which are intended to continue in existence after Termination including, but not limited to, the obligations contained in clause 6.
A.Form and content -A notice in connection with this Agreement shall be in writing and shall be delivered to the receiving party.
B.Timing and effect – Unless a later time is specified in the notice, a notice takes effect from the time it is received.
C.Receipt – For the purpose of Clause 13.B, a notice is received when:
a.In case of a letter, it is delivered to the address of the recipient specified in this or as changed in terms of clause 4.A ; and
b.In the case of a facsimile, on production of a transmission report by the machine from which the facsimile was sent which indicates that the facsimile was sent in its entirety to the facsimile number of the recipient notified for the purpose of this clause in this Agreement.
7.Waiver – Waiver of a breach of any term or condition of this Agreement by either the Company or the Retail Outlet shall not be deemed or construed to be a waiver of any subsequent breach of the same or another term or condition.
Assignment – The Retail Outlet shall not at any time during the Term of this Agreement:
a.Assign any of its rights, benefits or entitlements under this Agreement to any other party; or
b.Sell, transfer or otherwise dispose of a significant portion of its assets.
9.Governing law and Jurisdiction – The Company and the Retail Outlet agree that this Agreement is governed by the laws of the Republic of India. The Courts of Gorakhpur shall have exclusive jurisdiction over all matters arising out of or relating to this Agreement.
10.Whole Agreement – This Agreement, including the schedules and any documents it refers to, constitute the entire Agreement between the parties with respect to the offering of the Services and supersedes any previous agreements or understandings between the parties.