TERMS AND CONDITIONS OF SALE FOR DISTRIBUTOR, AGENT AND RETAILER/MERCHANT OF NEW INDIA TRANSACTIONS SERVICES PVT. LTD.

1. 1. These Terms and Conditions shall apply to all transactions between the Distributor, agent, merchant/retailer introduced by the agent or the distributor and New India Transactions Services Pvt. Ltd. (herein after as “NIT Services or the Company”) regardless of whether they are referenced in future purchase orders or order acknowledgements. Contrary, additional or differing terms and conditions of the Distributor, agent, merchant/retailer introduced by the agent or the distributor shall not apply unless agreed to in writing by NIT Services.


2. 2. Further, these terms and conditions are inviolable and are binding on the distributor, agent, merchant/retailer introduced by the agent or the distributor and anything beyond the scope of the agreement will be considered as breach of the agreement and thus will be held as invalid.


3. 3. If the distributor, agent, merchant/retailer introduced by the agent or the distributor contravene /crisscross any of the terms, then it will be considered as breach of the agreement and in those conditions, the Company reserves the right to terminate the agreement at any time without giving any further opportunity to mend or rectify. Further, in addition, any expenses/losses occurred in due course shall be the sole liability of the distributor, agent, merchant/retailer introduced by the agent or the distributor and the same shall be settled within seven working days after the receipt of notice of breach of agreement from NIT Services.


4. 4. Amendments and additions to the Agreement, including to this provision, shall be made in writing.


5. 5. Product Offering and Modification: NIT Services has the right, from time to time, to add, modify or discontinue any product offering, commercials, services etc.


6. 6. Basic Distributor and agents Responsibilities: During the Term, the Distributor and the agent agrees to provide correct, complete and accurate information to the entities (merchant/retailer) introduced to NIT Services and any incomplete and inaccurate information on part of the distributor or the agent shall be considered as breach of the agreement.


7. 7. The targets given by the NIT Services to the distributor or the agent on a monthly basis should be adhered strictly and no subsidiary price to be quoted by the distributor or the agent further. It is apposite to mention that if the targets are not met by the distributor or the agent for three consecutive months, then that would be considered as breach of the terms of the agreement and the Company reserves the right to terminate the agreement with immediate effects without giving any notice.


8. 8. No contract is created unless and until acknowledged by NIT Services, either by written acknowledgment or by dispatch of the products, and any provision contained in any written communication by the Distributor or agent or otherwise, is expressly excluded.


9. 9. NIT Services reserves all rights of ownership in and all intellectual property rights in all offering materials. Such materials shall not be disclosed to any third parties unless otherwise approved in the Agreement.


10. 10. If any purchase order is unilaterally annulled by the distributor or agent, the distributor or the agent shall reimburse NIT Services at all costs resulting from the annulment or cancellation of such purchase order within fifteen working days from the receipt of the notice served by NIT Services either electronically through mail or in writing.


11. 11. Business or transactions that operate outside the scope of law such as Gaming/gambling which includes lottery tickets, sports bets or bulk marketing tools which includes software or other products enabling unsolicited email messages or any information promoting illegal goods or hazardous materials or securities which includes government bonds or related financial products or weapons or wholesale currency such as discounted currency, currency exchanges or multi level marketing collection fees or money laundering service or virtual currency or any products or service which are not in compliance with all applicable laws and regulations are strictly prohibited and if anyone found using it, will be considered as breach of the terms and conditions.


12. 12. If any complaints for intentional misconduct or gross negligence are found orally or in writing against the distributor, agent, merchant/retailer introduced by the agent or the distributor, then, the company reserves the right to terminate the agreement with immediate effect after giving due opportunity of hearing to the distributor, agent, merchant/retailer introduced by the agent or the distributor.


13. 13. All the communication between NIT and the agent or distributor should stand valid and legal if only done through writing or through mail and no frivolous reasons of miscommunication will be accepted on behalf of any agent or distributors. If anything done orally would be annulled and stands invalid unless in writing.


14. 14. If anything not specifically mentioned in the agreement, would be considered as invalid unless expressly mentioned by the NIT Services.


15. 15. The agents or the distributors shall not engage in activities that harm the business or brand or reputation of NIT Services and if found doing so, the Company reserves the right to terminate the agreement with immediate effects.


16. 16. NIT Services may suspend/stop/forfeit the processing of any Transaction of the payment of agents or distributors where (a) NIT Services reasonably believes that the Transaction may be fraudulent or involves any criminal activity, until the satisfactory completion of the Company’s investigation or that of any third party under Applicable Law; (b) NIT Services, in its sole and absolute discretion, accepts or has reason to believe that a payment was not authorized by the relevant User, or (c) a Payment is allegedly fraudulent, unlawful, suspicious, or in breach of this Agreement.


17. 17. The Distributors and agents acknowledge and confirm that NIT Services shall not be responsible or in any manner be liable to pay any interest on the transaction amount so held by it due to internal investigation/audit.


18. 18. In the event of termination of this Agreement, the distributor or the agent undertakes and confirms to pay all amounts of money that are due and payable to NIT Services within Fifteen (15) days of termination of this Agreement. The distributors or the agents shall at all times be responsible for any expenses, cost, charges that may be incurred by NIT Services for providing payment gateway charges, any fees or penalty imposed by payment gateway service provider or issuing institutions etc.


19. 19. NIT Services may at its sole and absolute discretion deduct or withhold such sums from, or set-off such sums against, any settlement payment for the purpose of internal audit or pursuant to any ongoing investigation against the said Distributor or agent Account.


20. 20. NIT Services shall have no liability for any penalty, interest, fine or other charges due to the delayed or non-payment of any (applicable) taxes to the tax authorities under this Agreement.


21. 21. NIT Services or the Company reserves the right to suspend the payment or services provided herein, forthwith, in event the distributor, agent, merchant/retailer introduced by the agent or the distributor fail to observe the terms and conditions herein.