Terms & Conditions:
- THIS
DOCUMENT IS AN ELECTRONIC RECORD IN TERMS OF THE INFORMATION TECHNOLOGY, ACT,
2000 AND RULES MADE THEREUNDER. THIS ELECTRONIC RECORD IS GENERATED BY A
COMPUTER SYSTEM AND DOES NOT REQUIRE ANY PHYSICAL OR DIGITAL SIGNATURES. THESE
TERMS & CONDITIONS WERE UPDATED ON 23 October 2020 (hereinafter referred to
as the “Agreement”/ “Terms of Use”)
- 1.
INTRODUCTION ON THE SCOPE OF THE AGREEMENT
- TERMS AND CONDITIONS CONSTITUTE LEGAL CONTRACT. The terms stated
herein including any additional guidelines and/or future modifications to this
Agreement read together with the Privacy Policy, available at www.sahaallrecharge.IN shall constitute a legal contract between any person utilizing Dada Bhai
Telecom Servie. services (“User”) of the one part, and DADA BHAI TELECOM
SERVICE (“DADA BHAI TELECOM SERVICE ”/“Company”) having its registered office
at UTTAR PARA, WARD NO 01, MATHABHANGA, Cooch Behar, West Bengal, 736146 of the
other part (collectively referred to as “Parties” and singularly referred to as
“Party”).
- ACCEPTANCE OF T&Cs. By using, browsing, accessing, registering
or accessing www.Sahaallrecharge.IN or any mobile application developed
by Dada Bhai Telecom Service (“Site”), or availing any service
rendered by Dada Bhai Telecom Service, a User fully, absolutely and
unequivocally agrees to comply with and abide by the Agreement.
- ELIGIBILITY. Dada Bhai Telecom Service services are open only to
persons of 18 years of age and above who have a valid e-mail address and mobile
phone number. Users who have been previously suspended or removed from availing
any service by Dada Bhai Telecom Service shall not be eligible to
avail services from Dada Bhai Telecom Service. Users shall not impersonate
any person or entity, or falsely state or otherwise misrepresent identity, age
or affiliation with any person or entity. If you are below 18 years of age,
please exit the Site.
- APPLICABILITY. The terms of this Agreement shall be applicable to
Users, Business Partners, Alliance Partners and Applicable Controlled Entities,
as set forth in this Agreement. This Agreement shall be deemed to be
incorporated in the Applicable Agreement. Any reference to the “Agreement”
shall include a reference to the Applicable Agreement and any reference to
“Applicable Agreement” shall include a reference to this Agreement.
- INCONSISTENCY. Notwithstanding anything contained herein,
Applicable Agreement shall prevail over this Agreement in case of any
inconsistency.
- 2.
DEFINITIONS AND INTERPRETATION
In
this Agreement, unless the contrary intention appears and/or the context
otherwise requires, capitalized terms defined by: (i) inclusion in quotation
and/or parenthesis have the meanings so ascribed; and (ii) the following terms
shall have the meanings assigned to them herein below:
“Alliance
Partners” are individuals/sole-proprietorships/companies/LLP’s etc who have
entered into a service agreement with Dada Bhai Telecom Service for
offering Dada Bhai Dada Bhai Telecom Service’ products and services
through web/mobile/API or through any channel whose particulars are listed in
Clause 1 of the service agreement with Alliance Partners.
“Applicable
Agreement” refers to service agreement in relation to Business Partners and
Alliance Partners.
“Applicable
Controlled Entity” collectively refers to (i) Sub-Partners appointed by
Business Partners, and the Alliance Partners.
“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 and rules made thereunder, Policy Guidelines on
Issuance and operation of Pre-paid Payment Instruments in India.
“Business
Partners” are firms who have entered into a service agreement with Dada
Bhai Telecom Service whose particulars are listed in Clause 1 of the
service agreement.
“Confidential
Information” means and includes the Intellectual Property and any and all
business, technical and financial information of Dada Bhai Telecom Service or of any of its affiliates that is related to
any of the arrangements contemplated in this Agreement or any other agreement
in which this Agreement is incorporated by reference or otherwise disclosed by Dada
Bhai Telecom Service to the User any information which relates to
its financial and/or business operations, including but not limited to,
specifications, models, merchant lists/information samples, reports, forecasts,
current or historical data, computer programs or documentation and all other
technical, financial or business data, information related to its internal
management, customers, products, services, anticipated products/services,
processes, financial condition, employees, merchants, Intellectual Property,
marketing strategies, experimental work, trade secrets, business plans,
business proposals, customer contract terms and conditions,
compensation/commission/ service charges payable to the User, and other
valuable confidential information and materials that are customarily treated as
confidential or proprietary, whether or not specifically identified as
confidential or proprietary.
“Customers”
shall mean persons, including all body corporate, partnerships, limited
liability partnerships, who are availing services, either as a consumer or
otherwise, rendered by a service provider through the User using Dada Bhai
Telecom Service products or services.
“Credit”
shall mean the payment made by the Business Partner/Alliance Partner to the
Company to carry out transactions through the Dada Bhai Telecom Service platform.
“Effective
Date” shall mean the date of activation of the account of the User on Dada Bhai
Dada Bhai Telecom Service portal.
“Dada
Bhai Telecom Service Platform” shall mean and include, the platforms (website,
mobile app, others) of Dada Bhai Telecom Service that the User accesses for
registration and further for transacting, including all contents, services, and
technology offered through the Platform.
“Intellectual
Property” shall mean all intellectual property used for the purpose of or in
association with or in relation to the performance of this Agreement and
Applicable Agreement, and includes without limitation, (a) Software, operating
manuals, software code, program, instructions, specifications, processes, input
methods, data or information used in relation to, or in association with, or
for the operation of the software installed by Dada Bhai Telecom Service, (b)
the trademarks, service marks, trade names, business names, logos, symbols,
styles, colour combinations used by Dada Bhai Telecom Service 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, (d) all information, data or material in whatever form, whether tangible
or not, provided by Dada Bhai Telecom Service to the User during the course of
Applicable Agreement; and (e) all techniques, formulae, patterns, compilations,
processes, inventions, practices, methodology, techniques, improvement, utility
model, procedures, designs, skills, technical information, notes, experimental
results, service techniques, samples, specifications of the products or
services, labeling specifications, rights on software, and any other knowledge
or know-how of any nature whatsoever.
“Merchants”
shall mean individuals and/or entities registered on Dada Bhai Telecom Service platform
and/or appointed by Dada Bhai Telecom Service and/or for discharging functions
prescribed under these terms & conditions and/or includes Business
Partners, Alliance Partners, etc.
“Products”
shall mean products developed by Dada Bhai Telecom Service including products
permitting electronic top-ups, utility bill payments, travel bookings, delivery
of various financial products, other value-added services using various devices
like ATMs, POS, Mobile Apps, Internet and any other products available on Dada
Bhai Telecom Service platform from time to time.
“Service
Provider” shall mean any entity with which Dada Bhai Telecom Service has,
directly or indirectly, executed an agreement for facilitating Transactions
between such entity and its Customers.
“Software”
shall include custom-built software that is owned by Dada Bhai Telecom Service,
or software that has been licensed from third party suppliers by Dada Bhai
Telecom Service and in relation to which Dada Bhai Telecom Service has obtained
the right to sub-license from such third party suppliers.
“Sub-Partners”
shall mean individuals and/or entities appointed by the merchants on whose
premises/outlets/website the Products shall be sold to the Customers, for and
on behalf of the Service Providers, to facilitate completion of Transactions
initiated by such Customers, through the merchants.
“Transactions”
shall mean and include transactions taking place between a Service Provider and
its Customers including, but not limited to, electronic top-ups for various
services, utility bill payments, delivery of financial products and other
services of a like nature provided by the Service Provider through Dada Bhai
Telecom Service Products.
“Users”
shall include individuals, Business Partner, and Alliance Partner, unless the
context provides otherwise or if the context in which the term “User” has been
used is inapplicable to such individual, Business Partner or Alliance Partner.
3.
GENERAL TERMS AND CONDITIONS
INFORMATION SUPPLIED TO Dada Bhai Telecom Service. Users agree that
the information provided by the Users to Dada Bhai Telecom Service on
registration and at all other times, including payment, is true, accurate,
current, and complete.
SECURITY OF ACCOUNT. Users’ mobile number and email identify a
Users’ account with Dada Bhai Telecom Service through which Dada Bhai Telecom
Service services are dispensed (“Account’). Dada Bhai Telecom Service encourages
Users to choose a strong password to protect their Account. It is advised that
users do not share their password with anyone or write it down. Dada Bhai
Telecom Service never, under any circumstances, asks for an Account’s password.
If a User has any reason to believe that his Account is no longer secure, then
the User shall immediately notify Dada Bhai Telecom Service and indemnify Dada
Bhai Telecom Service from any liabilities that may arise from the misuse of
such a User’s Account.
PRIVACY POLICY. All information collected from a User pursuant to
the provision of Dada Bhai Telecom Service services, and information collected
by Alliance Partner, Business Partners, Sub-Partners and Merchants during the
performance of this Agreement or Applicable Agreement, is subject to Dada Bhai
Telecom Service Privacy Policy.
RECLAIMING INACTIVE ACCOUNTS. If an Account is found to be overly
inactive, the Account may be reclaimed by Dada Bhai Telecom Service without
providing notice to the concerned User. An Account is considered as inactive if
the concerned User is not signing in and/or has not done any transactions for
more than 6 consecutive months from the Account.
THIRD PARTY SITES, PRODUCTS AND SERVICES. Dada Bhai Telecom Service
services and/or the Site may include links or references to other web sites or
services solely for the Users’ convenience (“Reference Sites”). Dada Bhai
Telecom Service does not endorse any such Reference Sites or the information,
materials, products, or services contained on or accessible through Reference
Sites. Correspondence or business dealings between Users and concerned
Reference Sites are solely between such User and the concerned Reference Site.
Access and use of Reference Sites, including the information, materials,
products, and services on or available through Reference Sites is solely at
concerned User’s own risk.
BILLING AND PAYMENT. All payments made by Users directly to Dada
Bhai Telecom Service, shall be made in the manner and in the quantum detailed
on the User’s Account at Dada Bhai Telecom Service Platform. Users may be
notified by Dada Bhai Telecom Service regarding any change in the quantum of
payments to be made to Dada Bhai Telecom Service and the manner of disbursement
of such payments; however Users are advised to regularly update themselves of Dada
Bhai Telecom Service billing and payment policy by regularly visiting the Site.
Dada Bhai Telecom Service shall solely decide on the payments to be provided to
User and may amend the payment structure at any time without any prior notice
to the User. However, after any such amendment, the detailed payment structure
will be made available to the User and be effective immediately. Credit
maintained by the Users with Dada Bhai Telecom Service shall be non-interest
bearing and shall be forfeited by Dada Bhai Telecom Service if found lying
unused for more than 365 days. The User shall keep enough Credit with Dada Bhai
Telecom Service to avoid decline of transactions on the Dada Bhai Telecom
Service Platform.
SALES. All sales of Dada Bhai Telecom Service services are final
with no refund or exchange permitted. Users are responsible for details
provided leading to purchase of services. If Dada Bhai Telecom Service does not
deliver service within 24 hours of money being charged to a User’s payment
account through a transaction on the Site, the User may inform Dada Bhai
Telecom Service by sending an e-mail to Dada Bhai Telecom Service customer
services e-mail address mentioned on the Contact Us page. . Dada Bhai Telecom
Service shall investigate the case and if it is found that money was indeed
charged to User’s Payment Account without delivery of the service then User may
be refunded the money within 15 working days from the receipt of his e-mail.
LIMITATION OF LIABILITY. In no event will Dada Bhai Telecom Service
or its directors, agents, officers, or employees be liable to a User for any
special, indirect, incidental, consequential, punitive, or exemplary damages
(including without limitation lost business opportunities, lost revenues, or
loss of anticipated profits or any other pecuniary or non-pecuniary loss or
damage of any nature whatsoever) of any kind arising out of or relating to (i)
this Agreement or any other agreement entered by a User with Dada Bhai Telecom
Service, (ii) Dada Bhai Telecom Service services, the Site or any Reference
site, or (iii) User’s use or inability to use Dada Bhai Telecom Service services,
the Site or any Reference Sites, even if Dada Bhai Telecom Service or a Dada
Bhai Telecom Service authorized representative has advised of the possibility
of such damages, (iv) unauthorized access to or alterations of transmissions or
data, any material or data sent or received or not sent or received, (v) any
transactions entered into by any third person or conduct of any other third
party or any infringement of another’s rights, (vi) the use of counterfeit or
stolen cards, or stolen devices, or (vii) fraudulent electronic transactions.
It shall be at the sole discretion of Dada Bhai Telecom Service to reverse any
transaction subject to approval of the concerned Service Provider.
Notwithstanding the above, if any court of law finds that Dada Bhai Telecom
Service or its directors, officers, or employees, are liable to indemnify a
concerned User despite the existence of this Clause 3.8, such liability shall
not exceed the amount paid by the concerned User, if any, for using the portion
of the Dada Bhai Telecom Service services or the Site giving rise to the cause
of action. Users acknowledge and agree that Dada Bhai Telecom Service has
offered its products and services, set its prices, and entered into this
Agreement and Applicable Agreement in reliance upon the warranty, disclaimers,
and the limitations of liability set forth herein. Users acknowledge that the
warranty, disclaimers, and limitations of liability set forth herein reflect a
reasonable and fair allocation of risk between Users and Dada Bhai Telecom
Service, and that the warranty, disclaimers, and limitations of liability set
forth herein form an essential basis of the bargain between Users and Dada Bhai
Telecom Service. Dada Bhai Telecom Service would not be able to provide the
services to Users on an economically reasonable basis without these limitation.
USER’S REPRESENTATIONS AND WARRANTIES. The User represents and
warrants that:
it has had a full and adequate opportunity to read and review the
Applicable Agreement and has had sufficient time to evaluate and investigate
the provision of services under the Applicable Agreement and the financial
requirements and risk associated with the same,
it has the requisite capital to set up and maintain the infrastructure
as required under the Applicable Agreement,
neither the execution of the Applicable Agreement nor the performance of
the User’s obligations under the Applicable Agreement will result in a violation
or breach of any other agreement by which the User is bound,
neither the User nor any of the User’s employees or agents is under any
pre-existing obligation in conflict or in any way inconsistent with the
provisions of the Agreement or Applicable Agreement,
it has the right to disclose or use all ideas, and other information, if
any, which the User has gained from third parties, and which the User discloses
to Dada Bhai Telecom Service in the course of performance of the Agreement or
Applicable Agreement, without liability to such third parties,
Dada Bhai Telecom Service has a right to inspect User’s business
premises that are related to the provision of services under the Agreement or
Applicable Agreement, and to monitor continued and ongoing compliance of the
Applicable Agreement,
it shall immediately intimate Dada Bhai Telecom Service of any violation
or potential violation of this Agreement by any Applicable Controlled Entity,
or of other circumstances that may cause damage to the goodwill and reputation
of Dada Bhai Telecom Service,
it shall maintain accurate and proper accounts of all transactions
between Applicable Controlled Entity and itself in relation to discharge of
duties by the Applicable Controlled Entity under the Applicable Agreement,
it shall provide periodic reports of business operations with respect to
the services rendered under the Applicable Agreement to the sales executive
assigned by Dada Bhai Telecom Service to the User,
it shall observe proper ethics and transparency in all its actions in
the course of discharge of duties under the Applicable Agreement and shall not,
in any circumstances, take any action or make any statement that may mislead
any Applicable Controlled Entity/customer or prospective Applicable Controlled
Entity /customer of Dada Bhai Telecom Service
it shall make all efforts to settle any disputes that may arise between
Applicable Controlled Entity, or between the Applicable Controlled Entity and
the consumers amicably and in the event, any such dispute is referred to a
consumer forum or other competent authority, shall provide all assistance in
the settlement of the dispute,
it shall bear all costs and expenses for traveling, promotional
activities and other similar out-of-pocket expenses incurred in the performance
of its duties under the Applicable Agreement,
it will not allow the sale of any products and/or provision of any
services which are specifically restricted by Dada Bhai Telecom Service,
it is a one-point contact for all its Applicable Controlled Entities and
shall be solely responsible for any fraudulent acts of the Applicable
Controlled Entities,
it has complete control over its Applicable Controlled Entities and that
Dada Bhai Telecom Service will not be responsible to entertain any
complaints/queries received from any Applicable Controlled Entities appointed
by the User,
it shall comply with all its obligations pursuant to the Applicable
Agreement and ensure that all payments due from it to Dada Bhai Telecom Service
are paid in a timely manner in accordance with the Applicable Agreement,
it shall be responsible to obtain any and all consents and approvals
that are required from regulatory or governmental authorities, including any
consent from Customers required to transfer data to the User and/or the Dada
Bhai Telecom Service Platform, as the case may be, in accordance with
Applicable Law,
it shall ensure regular and timely payment and deposit of all taxes,
duties and other levies as applicable from time to time with the relevant
authorities,
All costs associated with purchasing of software licenses and hardware
(if any) are to be absolutely and unconditionally borne by the User,
it shall be solely responsible for and hereby undertakes to strictly
comply with Privacy Policy, and Applicable Law having jurisdiction in any
manner whatsoever in connection with discharge of its duties under the
Applicable Agreement, including but not limited to data protection, security,
piracy, and directions issued by the Reserve Bank of India relating to payment
data, and shall obtain and maintain in full force and effect all registrations
required under Applicable Law for the operation of the business in terms of the
Applicable Agreement, and
it has full power and authority to enter into the Applicable Agreement
and to take any action and execute any documents required by the terms hereof
and this Applicable Agreement has been duly authorized, duly and validly
executed and delivered, and constitutes a legal, valid, and binding obligation,
enforceable in accordance with the terms hereof; and the persons executing the
Applicable Agreement on its behalf are duly empowered and authorized to execute
the Applicable Agreement and to perform all its obligations in accordance with
the terms herein
it shall not access (or attempt to access) the website and the Products
by any means other than through the interface that is provided by Dada Bhai
Telecom Service. It shall not use any deep-link, page scrape, robot, spider or
other automatic device, program, algorithm or methodology, or any similar or
equivalent manual process, to access, acquire, copy or monitor any portion of
the Dada Bhai Telecom Service Platform, or in any way reproduce or circumvent
the navigational structure or presentation of the platform, without Dada Bhai
Telecom Service express prior written consent.
it shall not attempt to gain unauthorized access to any portion or
feature of the Platform, or any other systems or networks connected to the
Platform or to any server, computer, network, or to any of the services offered
on or through the Platform, by hacking, password "mining" or any
other illegitimate means.
INDEMNIFICATION.
(1) User agrees to indemnify, save, and hold Dada Bhai Telecom Service,
its affiliates, contractors, employees, officers, directors, agents and its
third party suppliers, licensors, and partners harmless from any and all
claims, demands, actions, suits which may be threatened or brought against Dada
Bhai Telecom Service, and also against all losses, damages, liabilities, costs,
charges and expenses, including without limitation, legal fees and expenses
arising out of or related to:
Users’ use or misuse of Dada Bhai Telecom Service services or of the
Site/application,
any violation by the User of this Agreement or Applicable Agreement,
any breach of representations, warranties and covenants made by the User
in this Agreement, or Applicable Agreement,
any claim or legal notice or quasi-legal proceedings to which Dada Bhai
Telecom Service may be required to become party or to which Dada Bhai Telecom
Service may be subjected by any person including any governmental authority, by
reason of breach of any Applicable Law,
due to failure of a User to obtain any required statutory or regulatory
approval necessary for the performance of its obligations in the Applicable
Agreement with Dada Bhai Telecom Service,
all liability, claims, damages, costs, expenses suffered or incurred by Dada
Bhai Telecom Service as a result of any act or violation of the Business
Partner under Section 269ST of the Income Tax Act, 1961 while acting as
collection agent of the Company
(2) Dada Bhai Telecom Service reserves the right, at User’s expense, to
assume the exclusive defense and control of any matter, including rights to
settle, for which concerned User is required to indemnify Dada Bhai Telecom
Service. User agrees to cooperate with Dada Bhai Telecom Service defense and
settlement of these claims. Dada Bhai Telecom Service will use reasonable
efforts to notify concerned User of any claim, action, or proceeding brought by
a third party that is subject to the foregoing indemnification upon becoming
aware of it.
DISCLAIMER. To the fullest extent permissible pursuant to
Applicable Law, Dada Bhai Telecom Service and its officers, directors, employees, and
agents disclaim all warranties, express or implied, including, but not limited
to, implied warranties of merchantability, fitness for a particular purpose,
and non-infringement of proprietary rights. No advice or information, whether
oral or written, obtained by a User from Dada Bhai Telecom Service or through Dada Bhai Telecom Service services or the Site will create any warranty
not expressly stated herein. Dada Bhai Telecom Service does not authorize anyone to make any warranty
on its behalf and Users should not rely on any such statement. Users
acknowledge that Dada Bhai Telecom Service is a reseller and is not liable for any
third-party seller’s obligations. It is the User’s responsibility to evaluate
the accuracy, completeness and usefulness of all opinions, advice, merchandise
and other information provided through the Site or on the Internet generally. Dada
Bhai Telecom Service does not warrant
that its services will be uninterrupted, or free of errors, viruses or other
harmful components and that any of the foregoing defects will be corrected. Dada
Bhai Telecom Service services and the
Site and any data, information, third party software, Reference Sites, or
software made available in conjunction with or through its services and the
Site are provided on an “as is” and “as available”, “with all faults” basis and
without warranties or representations of any kind either express or implied. Dada
Bhai Telecom Service and its third party
suppliers, licensors, and partners do not warrant or make any representations
regarding the use or the results of the use of Dada Bhai Telecom Service services, the Site or any Reference Sites in
terms of correctness, accuracy, reliability, or otherwise.
INTELLECTUAL PROPERTY. Dada Bhai Telecom Service, services and the
Site are owned and operated by Dada Bhai Telecom Service and/or third-party
licensors. The visual interfaces, graphics, design, compilation, information,
computer code (including source code and object code), products, software,
services, and all other elements of Dada Bhai Telecom Service services and the Site provided by Dada Bhai
Telecom Service (the “Materials”) are
protected by Applicable Law. As between User and Dada Bhai Telecom Service , all Materials and Dada Bhai Telecom Service Intellectual Property are the property of Dada
Bhai Telecom Service and/or third-party
licensors or suppliers. User agrees not to remove, obscure, or alter Dada Bhai
Telecom Service or any third party's
copyright, patent, trademark, or other proprietary rights notices affixed to or
contained within or accessed in conjunction with or through Dada Bhai Telecom
Service services. Except as expressly
authorized by Dada Bhai Telecom Service ,
the User agrees not to sell, license, distribute, copy, modify, publicly
perform or display, transmit, publish, edit, adapt, create derivative works
from, or otherwise make unauthorized use of the Materials or Dada Bhai Telecom
Service Intellectual Property. Parties
do not accrue any rights or interest in the other Party’s Intellectual Property
and use of any Intellectual Property by either User or Dada Bhai Telecom
Service shall be strictly in for the
fulfillment of and in compliance with the terms of the agreement between such
User and Dada Bhai Telecom Service .
Parties undertake that they shall not, nor will they allow others to, reverse
engineer or disassemble any parts of the other’s Intellectual Property. If
Users’ have comments regarding the Dada Bhai Telecom Service services and the Site or ideas on how to
improve it, please contact our Helpdesk. Please note that by doing so,
concerned Users hereby irrevocably assign to Dada Bhai Telecom Service , and shall assign to Dada Bhai Telecom
Service , all right, title and interest
in and to all ideas and suggestions and any and all worldwide intellectual property
rights associated therewith. Concerned User agrees to perform such acts and
execute such documents as may be reasonably necessary to perfect the foregoing
rights.
INTELLECTUAL PROPERTY LICENSE BY ALLIANCE PARTNER. Alliance Partner
grants a non-exclusive license to Dada Bhai Telecom Service to use Alliance
Partner’s name, trademark, and logo in any marketing or promotional activities
undertaken by Dada Bhai Telecom Service .
Notwithstanding anything contained herein, Dada Bhai Telecom Service shall be under no obligation to advertise,
market, or promote Alliance Partner or Alliance Partner’s Intellectual
Property.
USE OF INTELLECTUAL PROPERTY. The user undertakes that:
it shall use the Intellectual Property solely for the discharge of its
duties under the Applicable Agreement,
it shall use Intellectual Property of Dada Bhai Telecom Service only in the form and manner stipulated by Dada
Bhai Telecom Service ,
it shall seek prior written consent from Dada Bhai Telecom Service for use of Dada Bhai Telecom Service Intellectual Property which is not previously
provided for by Dada Bhai Telecom Service ,
it shall bring to Dada Bhai Telecom Service notice all cases concerning Dada Bhai Telecom
Service Intellectual Property’s (a)
infringement, (b) passing off, (c) registration or (d) attempted registration,
it shall render to Dada Bhai Telecom Service all assistance in connection with any matter
pertaining to the protection of Dada Bhai Telecom Service Intellectual Property whether in courts,
before administrative agencies, or otherwise,
it shall not take any action which shall or may impair Dada Bhai Telecom
Service right, title or interest in the
Intellectual Property, or create any right, title or interest therein or
thereto, adverse to that of Dada Bhai Telecom Service ,
it shall not use or permit to be used the Intellectual Property by any
unauthorized person, and
it shall not misuse the Intellectual Property or use it together with
any other mark or marks.
MODIFICATION. Dada Bhai Telecom Service reserves the right to change, modify, add, or
remove the terms of this Agreement, either in its entirety or a part thereof
(each, a “change”) at any time by posting a notification to the Site or
otherwise communicating the notification to Users. The changes will become
effective, and shall be deemed accepted by Users, 24 hours after the initial
posting and shall apply immediately on a going-forward basis with respect to
payment transactions initiated after the posting date. If Users do not agree
with any such modification, Users sole and exclusive remedy is to terminate
their use of the Services.
CONFIDENTIALITY. Parties shall keep Confidential Information as
confidential. Each Party confirms that it shall protect Confidential
Information with such security, confidentiality, and degree of utmost care as
it would prudently apply to its own confidential information and use it solely
in connection with the transaction to which the Confidential Information
relates. Both Parties acknowledge and agree that they are aware of the
sensitivity & secrecy involved in keeping the customer data/information and
transaction records and shall ensure that neither any of the parties nor their
employees, directors, etc will do any act to violate the same. Notwithstanding anything
contained in this Clause 3.16, Confidential Information shall exclude any
information:
which is already in the possession of the receiving Party and not
subject to any other duty of confidentiality,
that is at the date hereof, or subsequently becomes, public otherwise
than by reason of a breach by the receiving party of the terms of this
Agreement,
Information that becomes legally available to the receiving Party and/or
its affiliates or professional advisors on a non-confidential basis from any
third party, the disclosure of which does not, to the knowledge of that Party,
violate any contractual or legal obligation which such third party has to the
other Party with respect to such information, and
Information that is independently acquired or developed by the receiving
Party and/or its affiliates or professional advisors.
DISCLOSURE OF CONFIDENTIAL INFORMATION. Each Party hereby agrees
that it shall not disclose any Confidential Information received by it without
the prior written consent of the other Party to any third party at any time.
Provided, however, that either Party may make the following disclosures for
which no consent shall be required from the other Party:
Disclosures to its directors, officers, employees,
affiliates/subsidiaries/group/holding companies, third-party service providers
and any employees thereof that it reasonably determines need to receive the
Confidential Information;
Disclosures to its legal and other professional advisers, instructed by
it that it reasonably determines to need to receive the Confidential
Information; or
Disclosures to any person to whom it is required by law or any
applicable regulatory, supervisory, judicial or governmental order, to disclose
such information, or at the request of any regulatory or supervisory or
judicial or government authority.
NON SOLICITATION OF EMPLOYEES. The Parties agree not to solicit or
employ staff from each other’s organizations during the term of this Agreement
and for 12 months immediately following the termination of the Agreement.
NON SOLICITATION OF CLIENTS. During the term of this Agreement, the
User shall not, either directly or indirectly, solicit, cause in any part of
knowingly encourage any existing or potential clients or customers of Dada Bhai
Telecom Service to cease doing business
or not to do business, in whole or in part with Dada Bhai Telecom Service , or solicit, cause in any part or knowingly
encourage an existing or potential clients or customers of Dada Bhai Telecom
Service to do business with any person
other than Dada Bhai Telecom Service ,
or associate with any prospective clients or customers while they continue to
be clients or customers of Dada Bhai Telecom Service .
NON-COMPETE ON BUSINESS PARTNER. Business Partner agrees that
during the Term and for a period of one (1) year thereafter, it shall not,
directly or indirectly, through its employees, affiliates or relatives or in a
firm where the Business Partner or any relative or nominee of the Business
Partner is a partner, or in any company where the Business Partner or any
relative or nominee of the Business Partner is a director or shareholder,
without the prior written consent of Dada Bhai Telecom Service : (i) be appointed as a Business Partner for
any other person or legal entity which is carrying on a business similar to or
in competition with any business carried by Dada Bhai Telecom Service at the relevant time, whether in India or
abroad, or (ii) engage in any business that is similar to or in competition
with any business carried on by Dada Bhai Telecom Service at the relevant time.
COUNTERPARTS. The Applicable Agreement may be signed in two (2) or
more counterparts and each executed version or an electronic copy thereof shall
be deemed an original and which shall, singly or together, constitute one
agreement.
TERM. This Agreement and Applicable Agreement shall come into force
from the Effective Date and remain valid in perpetuity, unless terminated by Dada
Bhai Telecom Service by giving to the
User, a prior written notice of at least 90 days (“Term”).
TERMINATION. This Agreement and Applicable Agreement may be
terminated in accordance with the clauses below:
Dada Bhai Telecom Service shall
be entitled to terminate this Agreement and Applicable Agreement by serving a
written notice of thirty (30) days to the User in the following circumstances:
(a) the User commits any breach of any of the provisions of this Agreement or
Applicable Agreement and, in the case of a breach capable of remedy, fails to
remedy the same within thirty (30) days after receipt of a written notice
giving full particulars of the breach and requiring it to be remedied; (b) if,
in Dada Bhai Telecom Service opinion,
the User is not a fit person/entity to carry out the obligations imposed on the
User under the Applicable Agreement; (c) if the User fails to achieve the
targets as may be communicated by Dada Bhai Telecom Service from time to time.
On the occurrence of the User becoming subject of a voluntary petition
in bankruptcy or any voluntary proceeding relating to insolvency, receivership,
liquidation, or composition for the benefit of creditors.
Dada Bhai Telecom Service may
terminate the Agreement and Applicable Agreement without notice provided: (a)
if, by the acts or default of the User, Dada Bhai Telecom Service suffers damage to its name and reputation; or
(b) the Business Partner commits any breach of Confidentiality; or (c) upon the
occurrence of force majeure under Clause 3.28 of this Agreement; or (d) there
is a change in shareholding/control or management of the User; or (e) any event
that would affect the ability of the User to perform its obligations under the
Applicable Agreement occurs; or (f) any of the directors/partners/proprietors
of the Business Partner are convicted of any criminal charge.
in the event that Dada Bhai Telecom Service gives notice that the Alliance Partner’s
software or hardware is technically inadequate to support the Connectivity at
any stage of development, and the Alliance Partner fails to cure such
deficiency within 90 days after receiving notice to such effect, then Dada Bhai
Telecom Service shall be entitled to
give notice of termination as provided,
in the event Dada Bhai Telecom Service is unable to get necessary permission /
license from any Service Provider and any statutory authority and/or any of the
Service Provider rescinds its contract with Dada Bhai Telecom Service and/or the sale of Products slips down due to
any defective service, negligence or omission on part of the User, Dada Bhai
Telecom Service shall have the right to
rescind the Agreement by giving 15 days’ notice to the User and the rescission
shall take effect after expiry of the stipulated period of 15 days. Provided
that unless otherwise specified by Dada Bhai Telecom Service in its notice, any termination of this
Agreement, on account of rescission of an existing contract with any Service
Provider, shall be effective only in relation to Transactions pertaining to
such Service Provider and the Agreement shall continue to remain in force
between the Parties in respect of other Service Providers.
CONSEQUENCES OF TERMINATION. The Parties shall adhere to the
following clauses immediately upon termination of this Agreement:
Upon termination of the Agreement for any reason, Dada Bhai Telecom
Service may immediately disconnect the
availability of Products from the Dada Bhai Telecom Service Platform, including related services provided
by the platform, and no further Transactions may be effected through the Dada
Bhai Telecom Service .
Except as otherwise agreed upon between the Parties, any license to use
Intellectual Property Products, of either Party which has been granted by such
Party to the other, pursuant to this Agreement, shall stand automatically
revoked with the termination of this Agreement by any Party.
User shall immediately discontinue and cease to use the trademark, logo
and other Intellectual Property provided by the Company and shall immediately
hand over any and all copies of documentation of such Intellectual Property.
Upon the termination of this Agreement, the concerned User shall return
and surrender to Dada Bhai Telecom Service any Confidential Information that comes into
its possession during the course of its engagement by Dada Bhai Telecom Service
and shall not retain a copy thereof in
any form whatsoever. User shall, with Dada Bhai Telecom Service prior written consent, promptly destroy the
Confidential Information in its possession (and any copies, extracts, and
summaries thereof) and will provide Dada Bhai Telecom Service with written certification of destruction.
immediately return to Dada Bhai Telecom Service originals and copies of
any and all materials provided to the User pursuant to the Applicable
Agreement, including publicity and marketing materials in its possession.
provide remote access to Dada Bhai Telecom Service to disable any
software that Dada Bhai Telecom Service had installed.
remove all signboards, banners, glow sign boards of Dada Bhai Telecom
Service from its office and also all such material,
which will indicate any association with Dada Bhai Telecom Service
cease to promote, market or advertise Dada Bhai Telecom Service or its
products/services.
the User shall grant Dada Bhai Telecom Service , its employees or
agents, access to its information technology systems for a period of thirty
(30) days after termination.
Notwithstanding the above, the User shall not, if so directed by Dada
Bhai Telecom Service discontinue discharging its duties under the Applicable
Agreement during the notice period and shall continue discharging its duties as
per the Applicable Agreement until indicated otherwise by Dada Bhai Telecom
Service,
Dada Bhai Telecom Service shall have the right, exercisable at its sole
discretion, to appoint another User in its place. The User shall fully cooperate
with such newly appointed User.
Upon notice of termination from either party, the User shall ensure that
during the notice period leading to the termination, all systems and procedures
will be strictly adhered to and all customers handled properly. All inquiries
from customers will be diverted to Dada Bhai Telecom Service by the
User.
Subject as otherwise provided in this Agreement and to any rights or
obligations that have accrued before termination, neither Party shall have any
further obligation to the other under this Agreement.
Any termination of this Agreement or Applicable Agreement shall be
without prejudice to Dada Bhai Telecom Service rights
under law and equity
PROMOTION. The user shall promote the sale of Dada Bhai Telecom
Service products/services in accordance with the publicity and marketing
guidelines issued by the Dada Bhai Telecom Service from
time to time. User shall only market/promote Dada Bhai Telecom Service services as authorized by Dada Bhai Telecom
Service in writing in this behalf and
shall not market/promote any other services that may potentially be provided by
Dada Bhai Telecom Service in the future unless otherwise authorized in
writing. The user shall maintain stock and prepare MIS of the promotional
material dispatched from Dada Bhai Telecom Service and ensure that such
material will be displayed in the Merchant outlets at prominent eye-level
locations to promote the business at that outlet.
ARBITRATION. Dada Bhai Telecom Service may elect to resolve any
dispute, controversy or claim arising out of or relating to the Agreement or Dada
Bhai Telecom Service services by binding arbitration in accordance
with the provisions of the Indian Arbitration & Conciliation Act, 1996. Any
such dispute, controversy or claim shall be arbitrated on an individual basis
and shall not be consolidated in any arbitration with any claim or controversy
of any other party. Dada Bhai Telecom Service shall
nominate a sole arbitrator who shall preside over the arbitration proceedings
between Dada Bhai Telecom Service and concerned User. The arbitration shall be
conducted in New Delhi, India and judgment on the arbitration award may be
entered in any court having jurisdiction thereof. Either Dada Bhai Telecom
Service or concerned User may seek any interim or
preliminary relief from a court of competent jurisdiction in New Delhi, India,
necessary to protect the rights or the property of concerned User or Dada Bhai
Telecom Service (or its agents, suppliers, and
subcontractors), pending the completion of arbitration. Any arbitration shall
be confidential, and concerned User, nor shall Dada Bhai Telecom Service disclose the existence, content or results of
any arbitration, except as may be required by law or for purposes of the
arbitration award. All administrative fees and expenses of an arbitration will
be divided equally between Dada Bhai Telecom Service and
concerned User. In all arbitrations, each party will bear the expense of its
own lawyers and preparation. The language of the arbitration shall be English.
GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of India, without regard to its conflict of law
provisions and, subject to the arbitration provision in section 3.19, the
exclusive jurisdiction of competent courts in New Delhi, India.
FORCE MAJEURE. Neither Party shall be liable for failure to perform
its obligations under this Agreement to the extent such failure is due to
causes beyond its reasonable control. In the event of a force majeure, the
Party unable to perform shall notify the other Party in writing of the events
creating the force majeure and the performance obligations of the Parties will
be extended by a period of time equal to the length of the delay caused by
force majeure; provided that if any such delay exceeds ninety days, then
following such ninety-day period, either party hereto may terminate the
unperformed portions of this Agreement on ten days prior written notice to the
other Party. For the purposes of this Agreement, force majeure events shall
include, but not be limited to, acts of God, failures or disruptions, orders or
restrictions, war or warlike conditions, hostilities, sanctions, mobilizations,
blockades, embargoes, detentions, revolutions, riots, looting, strikes,
stoppages of labor, lockouts or other labor troubles, earthquakes, fires or
accidents.