Swipe caRe, a company incorporated under the Companies Act, 2013 (hereinafter referred to as the “Company”, which expression shall unlessrepugnant to the context or meaning thereof mean and include itssuccessors and permitted assigns) is engaged in the Business (as defined below).
Company is inter-alia engaged in the business of providing digital /technological solutionsto its customers in India through the Platform(as defined below) either directly or through its business partners such as Agent Partners (as defined below). The services include access to digital financialservices provided by variousservice providers and non-financial products and services(“Platform Services”).
Company is now desirous of appointing various retail-level business partners to assist Company ("Agent Partner(s)”) and to provide to such Agent Partners access to its Platform in accordance with the terms and conditions provided herein.
You have expressed your desire of engaging with Company as Retail Partner and in this regard have submitted AAF (as defined below) on this Platform and have also verified the information so provided (“Verification Process”).
You have expressed your desire of engaging with Company as Retail Partner and in this regard have submitted RAF (as defined below) on this Platform and have also verified the information so provided (“Verification Process”).
A. In these T&C, unless the context otherwise requires, capitalized terms defined by: (i) inclusion in quotations and/ or parenthesis have the meanings so ascribed; (ii) used herein and not defined in this T&C shall have the meaning ascribed to them in Company Rules and/or Website; and (iii) the following terms shall have the meanings assigned to them herein below:
“Agreement” / “T&C” means these terms and conditions and all their modifications from time to time in accordance with the provisions contained herein, together with all schedules, annexures and exhibits hereto;
“Applicable Law” includes all applicable Indian statutes, enactments, ordinances, rules, bye-laws, regulations, notifications, guidelines, directions, directives and orders of any Governmental Authority including Reserve Bank of India, as may be applicable and in each case, any implementing regulation or interpretation issued thereunder including any successor Applicable Law;
“Business” shall mean the business of carrying on business activities by provisions of electronic commerce, digital commerce either directly, indirectly, through collaboration to facilitate digital commerce in most efficient manner by means of technology application and/or facilitating dissemination of digital financial services to customers;
“Business Day” means any day of the week (excluding Saturdays, Sundays and public holidays) or a day on which banking institutions in India are open for general business;
“Business Partners/ BP(s)” shall mean the distributors of goods and services associated with Company as its strategic business partners to assist Company in identifying, onboarding and supervising Agent Partners in various locations;
“Confidential Information” means all information (whether oral or recorded in any medium) relating to the business, financial or other affairs (including future plans) of Company, Agent Partners, Consumers which is or may be treated by Company as confidential or is marked as or is by its nature confidential, including but not limited to all Intellectual Property belonging to Company, their affiliates or any other Agent Partners or BPs as the case may be, together with the existence and contents of this Agreement (including all Schedules), any ancillary documents and the negotiations relating to this Agreement;
“Competing Business” shall mean: Business; and/or consulting in the area of Business.
“Consumer” shall mean a consumer that undertakes a transaction on Platform and /or avails Company Services and that is bound by the consumer terms and conditions between Company and such consumer;
“Effective Date” shall mean the date of Agent Partner’s acceptance of these T&C by as soon as the agents logs in to the Swipe caRe application or web portal
“tFinancial Services” shall mean the financial services provided by various service providers to Consumers utilizing Platform Services;
“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 Platform Services, utilizing the Platform and/or Website and includes without limitation: (a) Software, its object and subject code and/or any information used in relation to, in association with or for the operation of Software; (b) any trade marks, of whatever nature, either in their entirety or any components, 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 ideas, inventions, techniques, processes, designs, skills, specifications, experimental notes, innovations and any other knowledge or know-how of any nature whatsoever, whether or not developed with the assistance of Agent Partners;
“Material Breach” shall mean any material breach of the terms of this Agreement by Agent Partner including but not limited to any breach of provisions of Clause 8 and Clause 9 of this Agreement;
“Parties” In this Agreement, Agent Partner and Company are individually referred to as “Party” and collectively referred to as “Parties”
“Person” shall mean any individual (including personal representatives, executors or heirs of a deceased individual) or legal entity, including but not limited to, any partnership, joint venture, corporation, trust, unincorporated organization, limited liability company, limited liability partnership or Governmental Authority;
“Platform” shall mean the Software accessible through the Website;
“Proprietary Items” shall mean any document, record, notebook, plan, model, component, device, communication device, computer software or code, or Confidential Information or Trade Secret whether embodied in a disk or in any other form, including electronic form owned and/or used by the Company;
“RBI” shall mean the Reserve Bank of India;
“Agent Application Form”/ “AAF” shall mean the agent application form provided to You by Company along with Your details for the purpose of applying to the Company to be engaged as its Agent Partner;
“Agent Outlet” shall mean the place of business as provided in the AAF from where the Agent Partner, upon authorization from Company, shall provide Services to Company and/or utilize / make available the Company Services to be utilized by the Consumers; “Services” shall mean: (a) services provided by agents with respect to assisting the Consumers in making available the Financial Services utilizing the Company Services and/or Platform at its Agent Outlets or such other place as may be permitted by Company; and/or (b) such other services as intimated by Company to Agent Partner from time to time;
“Software” shall include custom built software that is owned by Company, or software that has been licensed from third party suppliers by Company and in relation to which Company has obtained the right to sub license from such third party suppliers, as modified/ replaced from time to time, that enables agent Partner to utilize Company Services on communication devices such as computers, mobile phones and other handheld wireless devices etc. as identified by Company from time to time;
"Related Entities" shall mean any parent company, subsidiaries, affiliated corporations, partnerships, or joint ventures of the Company;
“Trade Secret” shall mean information, user flow steps, screens, including a formula, pattern, compilation, program, device, method technique, or process that derives independent economic value, actual or potential, from being not generally known to, and not being readily ascertainable by proper means by, other persons who can derive economic value from its disclosure or use, including but not limited to the patented information and processes as well as the unpatented information and processes comprising, underlying, arising from, and associated with and/or used by the Company or any Related Entity;
“Tax” or “Taxes” shall mean any and all taxes, 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;
“You” or “Your”; shall mean any natural or legal person who has access to and is using the Platform for the purpose of
being engaged as a agent Partner in accordance with the terms of this Agreement; and
“Website” shall mean and include www.swipecare.co.in, mobile application of Company, any successor website/ applications, any website of Related Entity or any other channel facilitated and permitted by Company including but not limited to App, any other digital medium including phone, displays, emails, social media interfaces, messaging interfaces, wallet, payment intermediaries using Company’s interface.
1. the headings are inserted for ease of reference only and shall not affect the construction or interpretation of this Agreement;
2. references to one gender include all genders;
3. any reference to any enactment of statutory provision is a reference to it as it may have been, or may from time to time be, amended, modified, consolidated or re-enacted (with or without modification) and includes all instruments or orders made under such enactment;
4. words in the singular shall include the plural and vice versa;
5. any reference of “days” would mean “calendar days” and similarly reference of year and month would mean “calendar month” and “calendar year”;
6. any reference to “intimation” and “intimated” shall include any intimations provided by Company on Website and/or Platform.
7. unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day if the last day of such period is not a Business Day; and whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a Business Day, such payment shall be made or action taken on the next Business Day; and
8. Any reference to “writing” shall include printing, typing, lithography, transmissions by facsimile or in electronic form (including e-mail) and other means of reproducing words in visible form including but not limited to any instructions provided by Company on Website and/or Platform.
C. No provisions shall be interpreted in favour of, or against, any Party by reason of the extent to which such Party or its counsel participated in the drafting hereof or by reason of the extent to which any such provision is inconsistent with any prior draft hereof.
A. Upon successful completion of Verification Process and You agreeing to T&C by providing your consent by logging into the Swipecare application or web portal You hereby agree to be engaged as a agent. As agent, Company will allow you to access Website and/or Platform
B. Further, depending upon the nature of transactions and unless otherwise specified by Company, Agent Partner shall at
its Agent Outlet or place of business:
C. You agree and acknowledge that Your appointment is subject to Your continuance compliance with the provisions of this T&C
D. Company may, in order to manage credit risk associated with the transactions on Website / Platform, require Agent Partners to maintain an amount in advance with Company either directly or with the assistance of BP from time to time. Depending upon the nature of services, Company may restrict certain/all transactions on Website / Platform on account of insufficiency of such advance amount as is required for such services. Company may rely on factors including but not limited to the nature of Services and the performance record of Agent Partner in evaluating the sufficiency of advance amount required for any transaction on Website / Platform. The determination of such sufficiency / insufficiency shall be at Company’s sole discretion.
A. In consideration of Company making available the Platform, Website and /or Platform Services to agent Partner, it shall be entitled to a service fees (“Company Service Fee”) as may be intimated by Company from time to time. Company shall also be entitled to receive/deduct any other service fee from agent Partner for any services provided by the Company to agent Partner as may be intimated by Company from time to time.
B. In addition to the limited right to use the available Platform, Website and /or Company Services and depending upon the nature of Services being provided by Agent Partner, Agent Partner may be entitled to commissions, discounts service fees or such other remuneration from Consumers and/or Company (collectively the “Agent Partner Service Fees”) as may be intimated by Company from time to time.
C. Agent Partner shall be responsible for payment of its own Taxes, of whatever nature, in respect of all sum payable by Company to Agent Partner under this Agreement.
D. In relation to certain Company Services, Agent Partner may be required to maintain such security deposit as may be intimated by Company and/or BPs from time to time.
A. Notwithstanding anything to the contrary contained in this Agreement, Company shall have the right at any time, to modify, alter, amend and/or discontinue Services, including the manner, procedure, process in which You will be required to perform Services and You shall be bound by all such modifications.
B. You agree and undertake that You will only market, promote or make available such Platform Services as are permitted expressly by Company
C. Company may specify to You, the necessary infrastructure and equipment required at the Agent Outlet including but not limited to any minimum area requirements of the Agent Outlet, computer terminals, peripherals attachments, internet and broadband connectivity, mobile device and/or any such device with GPRS connectivity, html enabled, which is sufficient for the purposes of utilizing Software and/or effectively making available Platform Services (“Specifications”). You undertake that You shall ensure compliance with Specifications at all times at Your sole expense. Further, during the Term, You are required to display Company’s / any service provider’s signage, signboards, logos, etc. at a prominent place in Agent Outlet strictly in accordance with the instructions provided by Company and/or BP in this regard.
D. Company may, at its sole discretion and with or without consideration, provide training manuals, technology support, ongoing advice and assistance to You and Your designated employees for the purposes of advertisement, promotion and marketing Platform Services. Any materials supplied by Company shall be utilized solely in relation to the provision of Services and/or providing access to Platform Services.
E. Company may, in the interest of making available Platform Services to Consumers, allow Agent Partner to provide Services from a location other than a Agent Outlet subject to Applicable Law and rules intimated by Company in this regard
Agent Partner shall indemnify, defend and hold Company and Related Entities harmless (including their respective
employees, directors, agents, affiliates and representatives) from and against any and all claims, costs, losses,
damages, judgments, tax assessments, penalties, interest and expenses (including without limitation attorneys’ fees)
arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity
that arises or relates to:
Any amendment, notice, or other communication under this Agreement by Agent Partner to Company shall be sent by email/facsimile or by registered mail at the addresses set forth below (or at such other address or through such other medium as the Company may previously have notified Agent Partner in writing):
Attn: [Mr. Souradip Biswas/Ritam Maity/Gourab Chowdhuary]
To Agent Partner
Any amendment, notice, or other communication under this Agreement by Company to Agent Partner shall be sent either by:(a) personal delivery or courier or email/facsimile or by registered mail as provided in AAF; (b) communication on the Website and/or Platform; or (c) at such other address or through such other medium as the Company may previously have notified Agent Partner in writing.