These terms and conditions for appointment as retailer (“Terms and Conditions”) shall apply to and govern the commercial arrangement between Specific Stepand the Retailer. These Terms and Condition and any attachments hereto represent the entire agreement between Specific Stepand the Retailer and no changes to the same are binding unless they are in writing and signed by Specific step's authorized representative.
- 1 ACCEPTANCE AND APPOINTMENT AS RETAILER
- 1.1 These Terms and Conditions shall come into force from the date (“Effective Date”) of Retailer Application Form attached herewith. Within 30 (thirty) days from the date of acceptance by Retailer, the Retailer shall commence business in accordance with these Terms and Conditions.
1.2 The Retailer acknowledges that it has read and understood these Terms and Conditions at the time of making an application to Specific Stepfor operation of a retail outlet to provide the Services (as defined herein) under the name and style of “Specific step” and that it has had sufficient time to evaluate the financial requirements, equipments required to conduct the business, services applicable/ enable in his area of operation and risks associated with the establishment and operation of the retail outlet.
1.3 During the Term and subject to these Terms and Conditions, Specific Stephereby appoints the Retailer and the Retailer hereby accepts the appointment as a Specific StepRetailer, to establish and operate a retail outlet at such address as specified in the retailer application form attached herewith for the purpose of marketing, selling and providing the Services (“Retail Outlet”). No changes to the address as mentioned in the Retailer Application form shall be permitted, except with the prior written consent from Specific Stepwhereas such consent shall be signed by the Authorized Representative of the level of Vice President or above.
1.4 The appointment of the Retailer under these Terms and Conditions shall remain valid up to the termination (“Term”). Specific Stepmay exercise its right of withdrawal by giving a notice in writing to the Retailer 1 (one) month prior to withdrawal unless any breach of this agreement by the Retailer.
1.5 The Retailer may describe himself as an 'authorized retailer' of Specific step, but must not hold [itself/himself] out as being entitled to bind Specific Stepin any way. The Retailer shall not make, cause or permit, directly or indirectly, any description or projection of itself as a partner or employee or officer or representative of Specific step.
1.6 Specific Stepis in the business of facilitating/distributing/marketing/providing of product(s)/service(s) of various service providers to enable them to expand the distribution networks for the services provided by them.
1.7 The retailer has understood the business model and aware that Specific Stepis just a facilitator and distributor of products and services and does not own such services or products by itself. Specific Steptakes reasonable efforts to make available the services and products, however, shall not be liable and responsible for any deficiency of such services and products. Specific Stepfurther also takes reasonable efforts to provide its best uninterrupted services at best quality; however, technological systems are prone to interruption for upgradation, maintenance, break down of either the systems of Specific Stepor that of the Service Providers’. The retailer shall be managing his business considering such interruptions.
- 2 OPERATION OF THE RETAIL OUTLET
- 2.1 During the Term, the Retailer shall render the services (“Services”) of Specific step, by and through such of its officers, employees, agents, representatives and affiliates as it shall designate, from time to time. Notwithstanding anything contrary contained in these Terms and Conditions, Specific Stepshall have the right at any time, to modify, alter and amend the lists of Services, including the manner, procedure, process in which the Retailer will be required to perform the Services and the Retailer shall be bound by all such modifications, alterations and amendments made by Specific step.
2.2 The Retailer shall only market, distribute sell or promote such Specific StepServices as are permitted expressly by Specific step. The Retailer shall not automatically have the right to market, sell, distribute, or promote any product or service that may be provided by other retail outlets, whether in the present or in the future. In the event of any addition to the Services, Specific Stepmay, at its sole discretion, intimate the Retailer that the Retailer is entitled to sell, market, distribute and promote such product or service. Specific Stepshall also have the right to direct the Retailer to discontinue providing any of the Specific StepServices at the Retail Outlet without assigning any reason whatsoever.
2.3 Specific Stepshall specify to the Retailer, the necessary infrastructure and equipment including but not limited to computer terminals, peripherals attachments, internet and broadband connectivity, mobile device and/or any such device with GPRS connectivity, html enabled, which is compatible enough to run Specific StepSoftware/Services etc, for effectively providing the Specific StepServices, which the Retailer shall acquire at its sole expense. In case of the MPOS Application, the Retailer shall be entitled to install the Specific StepSoftware on that particular mobile device and/or any such other device, which is proposed to be registered with Specific Stepfor availing Specific StepServices, and no other mobile/device of the Retailer shall have such Software installed unless registered under the terms and conditions of this Agreement. Further, the Retailer shall prominently display the Specific Stepsignage, signboards, logos, etc at a prominent place in the Retail Outlet, strictly in accordance with the directions issued by Specific Stepin this regard.
2.4 Upon satisfactory installation and operation of the necessary equipment and peripherals, Specific Stepshall, subject to these Terms and Conditions, install the necessary software and other Specific StepIntellectual Property to enable the provision of the Services. All Services shall be provided solely through the portal of Specific Stepor are recorded therein and no offline transactions are permitted and/or no such fake/false receipts should be issued by the Retailer for the willful fraud transaction done by the Retailer which are not transacted through Specific StepSoftware/portal. However, if any retailer is found and/or discovered doing any such malicious/wrong/willful/fraudulent acts and/or offline transactions, it shall be liable and charged for such civil/penal and criminal acts by and under but not limited to the Indian Penal Code 1860 and Criminal Procedure Code 1973.
2.5 The Retailer shall obtain all necessary license(s), permits and approvals for selling, distributing, marketing and promoting the Services from the Retail Outlet and shall bear all costs and incidental expenses incurred in this regard, including without limitation all fees for application, license fees, charges and taxes.
2.6 The Retailer shall keep the Retailer Outlet open for business during normal business hours, or as permitted by law or such other time period as Specific Stepmay specify from time to time.
2.7 The Retailer shall ensure that the Retail Outlet is utilized for the purpose of rendering the Services in accordance with these Terms and Conditions. The Retailer shall further ensure that and shall not cause or permit (a) any material that may not be made available to the public under applicable law, including without limitation any vulgar, obscene, pornographic, misleading, defamatory, libelous, offensive, derogatory, threatening, harassing, abusive or violent content, to be made available in the Retail Outlet or (b) any activities that are proscribed under law or reasonably considered to be immoral or against public interest.
- 2.8 Specific Stepmay, at its sole discretion and with or without consideration, provide training manuals, technology support, ongoing advice and assistance to the Retailer and designated employees of the Retailer, including, provision of brochures, pamphlets, charts, signboards, signage and other materials for the purposes of advertisement, promotion and marketing the Services. Any materials supplied by Specific Stepshall be utilized solely in relation to the provision of Services and the Retailer shall ensure that such materials are not utilized for any other purpose.
2.9 The Retailer shall not encroach/poach upon the areas of operation of other neighboring retailers appointed by Specific Stepor act in any manner which will prejudice the business prospects of neighboring retailers appointed by Specific step.
3 PAYMENTS AND COMMISSIONS
3.1 Non Refundable Registration Fee: The Retailer shall deposit such an amount (“Registration Fees”) by way of a non-refundable registration fee as per commercial terms defined by Specific Stepon or before the Effective Date.
3.2 Working Capital: The Retailer shall maintain and deposit with Specific Stepworking capital (“Working Capital”) in a bank designated and intimated to the Retailer for this purpose (“Designated Bank”) which will be an interest free deposit. The Working Capital limit may be increased from time to time by way of written intimation to the Retailer. The Retailer shall immediately deposit such further amounts to ensure that the Working Capital is maintained at the aforementioned amounts at all times.
3.3 Working Capital Limit: The Retailer shall be entitled to a credit limit equivalent to the Working Capital balance in the books of Specific Step(“Credit Limit”). The Retailer may enter into transactions up to the value of the existing Credit Limit. In the event the value of the transactions exceed the Credit Limit, all further transactions exceeding the Credit Limit shall automatically be blocked until the Credit Limit is sufficient to permit further transactions. In the event the Retailer desires to enter into transactions in excess of the Credit Limit, the Retailer shall deposit the amount either with the Distributor or Specific Stepas the case may be to increase its Credit Limit accordingly. The Distributor/ Specific Stepshall, at their sole discretion, permit enhancement of the Credit Limit. If the amount is deposited with the Distributor, the retailer need to obtain proper receipt and the limit gets enhanced from the Distributor. Specific Stepshall not be responsible for any liabilities in such an event.
3.4 Commission: The Retailer shall be entitled to commission, which shall be adjusted on a daily basis, for the provision of the Services at a rate to be intimated by Specific Stepto the Retailer from time to time through its portal, either by way of credit to the Working Capital or the Retailer may deduct the commission due to it, prior to depositing the proceeds of a transaction in the Current Account. The Retailer shall be regularly updated on the Rates of Commission through the Portal. Specific step, at its sole discretion shall decide the sharing of Gross Margin with the Retailers and its decision will be final. It is presumed that the retailer has agreed to such commission / margin before the transaction. Any dispute in this regards will not be admissible by Specific step.
3.5 Prices and discounts: All prices, charges, fees and discounts for all Specific StepServices shall be determined, and may from time to time be revised, by Specific Stepat its sole discretion. The Retailer shall not collect cash from the customers by offering discounts on the Services which do not have Specific step's sanction. The Retailer shall also not provide any incentives, subsidies or do any act/ omission or thing, which shall have the effect of providing incentives or subsidies on the Services. The Retailer acknowledges that Specific Stephas the right to alter the prices or nullify any sales that have been entered in the portal.
3.6 Taxes: All current and/or future taxes or similar fees including without limitation value added tax, service tax and other local or municipal taxes shall be payable by the Retailer. Such amounts shall not be retained by the Retailer while retaining its commission. Payments made to the Retailer shall be subject to such withholdings as prescribed under applicable law. Subject to the aforesaid, Specific Stepassumes no responsibility for the tax compliance of the Retailer.
3.7 Costs: All costs and expenses for operation of Specific StepKiosk including but not limiting to electricity, telephone, staff salary, traveling, promotional activities and other similar out-of-pocket expenses incurred in the performance of the Services shall be borne by the Retailer.
3.8 Set off: Specific Stepmay, deduct sums due from the Retailer under these Terms and Conditions from any sums due to the Retailer under the same and the Retailer hereby consents to such set off being made by Specific step.
- 4 EMPLOYEES
- 4.1 The Retailer shall be solely responsible for all such personnel employed by it, including payment of wages, making of contributions under various labour laws, such as the Employees Provident Fund and Miscellaneous Provisions Act, 1952, the Employees State Insurance Act, 1948, etc.
4.2 The Retailer acknowledges that it shall be responsible for all acts and omissions of its employees, subordinates, agents, aforesaid assignees or other personnel engaged by the Retailer.
- 5 INTELLECTUAL PROPERTY
- 5.1 No license under any patents, copyrights, trademarks or any other intellectual property rights of Specific Step/ its affiliates / its Service Provider(s) / third party(ies) is granted to or conferred upon to the Retailer under this Agreement. The Retailer shall not acquire any interest and right on the trademark(s), trade name(s), logo, etc. of other party by virtue of this Agreement and shall not use the logos, trademark without written permission of Specific Step/ owner of such intellectual property. The Retailer agrees to protect the logo of Specific Stepand undertake not to alter the same in whatsoever manner. The Retailer hereby undertakes to indemnify, defend and hold harmless Indemnified Parties for all loss(es) / damage(s) arising due to infringement of this clause.
- 6 CONFIDENTIALITY AND SECURITY
- 6.1 The Retailer agrees that all information disclosed by Specific Stepor which the Retailer gets in the course of negotiating this Agreement is confidential in nature and hence cannot be disclosed. Each Party may disclose the existence of this Agreement, but agrees that the terms and conditions of this Agreement will be treated as Confidential Information; provided, however, that each Party may disclose the terms and conditions of this Agreement: (a) as required by any court or other governmental body; (b) as otherwise required by law; (c) to legal counsel of the Parties; (d) in confidence, to accountants, banks, and financing sources and their advisors; (e) in connection with the enforcement of this Agreement or rights under this Agreement; or (f) in confidence, in connection with an actual or proposed merger, acquisition or similar transaction.
6.2 The Retailer also agrees that on and from the date of this Agreement all information, which the retailer may obtain from Specific Steppursuant to this Agreement, shall be kept confidential by the Retailer and shall not be disclosed to any third party, save and except with the prior written consent of the Specific step.
6.3 SECURITY OF CONFIDENTIAL USER INFORMATION:-
6.4 Security of POS User ID and Password: The Retailer shall be solely, exclusively and absolutely responsible and liable for safe-guarding and/or securing the confidentiality of the user id and passwords relating to access of Specific StepServices and such other relevant information, in whatsoever name called pertaining to the Retailer/User Account of the Retailer.
6.5 Unauthorized Access: The Retailer shall take all necessary precautions to prevent unauthorized and illegal use of Specific Stepservices and unauthorized access to the Retailer Accounts provided by Specific step. The Retailer hereby agrees that Specific Stepshall not be held liable and/or responsible for any wrong doings/ misappropriation/ misrepresentation/any leakage of passwords and for any liability arising due to insufficient security maintained by the Retailer with respect to the Retailer account. Specific Stepshall take all commercially viable and/or reasonable care to, ensure the security of and to prevent unauthorized access, using commercially viable and reasonable technology available to Specific step.
- 6.6 Fraud/fake transactions: Specific Stepshall not be liable and/or responsible for any fraud/fake transactions occurring from the Retailer id by any third party. Specific Steptakes utmost care for encryption of the Retailer’s personal details. However, Specific Stepcannot control the misuse of the sensitive information like password/s once it is handed over to the retailer. Retailers shall be responsible to follow standard guidelines for securing their id/password for the Specific StepSoftware.
- 7 EXCLUSIVITY AND NON COMPETE
- 7.1 During the continuation Term of this agreement, the Retailer shall not, directly or indirectly, through any other person, firm, corporation or other entity (whether as an officer, director, employee, partner, consultant, holder of equity or debt investment, lender or in any other manner or capacity): (a) market, offer and/or perform services similar to that being developed, offered or sold by Specific step; (b) solicit, induce, encourage or attempt to induce or encourage any employee or consultant of Specific Stepto terminate his or her employment or consulting relationship with Specific step, or to breach any other obligation to Specific step; (c) solicit, interfere with, disrupt, alter or attempt to disrupt or alter the relationship, contractual or otherwise, between Specific Stepand any other person including, without limitation, any consultant, contractor, customer, potential customer, or supplier of Specific step; or (d) engage in or participate in any business conducted under any name that shall be the same as or similar to the name of Specific Stepor any trade name used by Specific step.
8 WARRANTIES AND CONVENANTS OF THE RETAILER
- 8.1 The Retailer hereby warrants, covenants and undertakes that it shall (a) promptly, effectively, efficiently and professionally sell, market, distribute and promote the Services and shall promptly respond to all inquiries by any customer or potential customer in relation to the Services; (b) at all times co-operate with Specific step's representative(s) and promptly report to Specific Stepany complaints or customer feedback relating to the Services which may come to the Retailer's attention; (c) conduct its operations in compliance with applicable law, these Terms and Conditions and all guidelines and instructions that may be provided by Specific Stepfrom time to time; (d) promote Specific step's business interests; (e) not do or omit, or cause to be done or omitted, any act, deed or thing, directly or indirectly which may potentially result in any damage to, loss of reputation of or any loss to Specific Stepin any manner whatsoever; (f) employ sufficient number of personnel to provide the Services, who shall be adequately trained to provide the Services; (g) ensure all personnel employed by it comply with these Terms and Conditions and the Retailer shall be solely responsible for all acts/omissions of such personnel; (h) not enter into any agreements with customers or any other third parties which are contrary to law or to these Terms and Conditions; (i) adhere to and shall cause its employees, subordinates, agents, aforesaid assignees or other personnel engaged by the Retailer to provide the Services to adhere to the dress code and professional conduct and etiquette as prescribed by Specific Stepfrom time to time; (j) ensure that none of the Services are denied to any person or group of persons or to any customer save and except with the express written consent and / or instructions of Specific step; (k) not engage in any unfair or unethical trade or practice; (l) not permit unauthorized persons entry into the Retail Outlet and shall, under no circumstance, permit any unauthorized person to access the computer/server located at the Retail Outlet or access to information, material, accounts and records in relation to Specific StepServices; (m) not permit any other person whosoever, to conduct any business, trade or profession of any nature at the Retail Outlet; and (n) obtain and maintain all required necessary approvals, permits, waivers, consents, registrations and licenses from the relevant authority to perform all its obligations under these Terms and Conditions.
8.2 The Retailer agrees that it shall be solely liable and responsible for any seizure of instruments provided by Specific Stepto it by any governmental authority for its actual or alleged illegal and unlawful act.
- 8.3 The Retailer agrees that it shall be solely liable and responsible for taking any type of Insurance including but not limited to Cash handling/transit Insurance, in accordance to provide protection to Specific Stepbusiness accordingly from time to time.
- 8.4 The Retailer also agrees that it shall during the Term of this Agreement, allow Specific Stepand/or any other statutory authority/ person of its management, auditors, regulators and/or agents the opportunity of inspecting, examining, auditing and/or taking copies of any records with the Retailer in relation to the performance of the Services by the Retailer.
The Retailer shall co-operate with such internal or external auditors and/or as defined above to assure a prompt and accurate audit of the Retailer’s records and data and shall also co-operate in good faith and in best efforts basis with Specific Stepto correct any practices, which are found to be deficient as a result of any such audit within a reasonable time.
- 8.5 The Retailer shall perform its responsibilities under these Terms and Conditions diligently and shall strive to increase the sale of Specific StepServices to the best of its ability and shall always maintain a good relationship with the specified Distributor and the customers and shall maintain total transparency in relation to the same.
- 9 CHANGE IN RETAILER
- 9.1 If the Retailer is an individual, in the event of his/her death, incapacity or inability to operate the Retail Outlet, his/her successor or assignee shall continue to operate the Retail Outlet only after obtaining a prior written consent from Specific step.
- 9.2 If the Retailer is a partnership or a company, in the event of a change in control of the partnership or company, due to a change in the partnership or change in management or majority shareholding of the company, as the case may be, the successors in interest or permitted assigns of the partnership or the company, as the case, may continue to operate the Retail Outlet only after obtaining a prior written consent from Specific step.
- 10 REPRESENTATIONS AND WARRANTIES
The Retailer represents and warrants that: (a) it has had a full and adequate opportunity to read and review this Agreement and to be thoroughly advised of the terms and conditions of this Agreement by an attorney or other personal representative, and has had sufficient time to evaluate and investigate the provision of Services under this Agreement and the financial requirements and risks associated with the same; (b) Neither the execution of this Agreement nor the performance of the Retailer's obligations under this Agreement will result in a violation or breach of any other agreement by which the Retailer is bound; (c) it has and will continue to have the power and authority to be bound by these Terms and Conditions and to perform and fulfill all activities contemplated herein and that no other person or entity is required to consent or provide permission to the activities contemplated under these Terms and Conditions and the Retailer is not subject to any agreement, judgment or order inconsistent with these Terms and Conditions; (d) the entry into and performance of these Terms and Conditions in accordance therewith shall not result in a violation of applicable law, its charter documents or any other agreement by which it is bound; and (e) it is adequately insured for all liabilities specified herein.
- 10.1 The warranties provided herein by the Retailer are in addition to and do not exclude any of the implied warranties under the applicable law with respect to the activities contemplated under these Terms and Conditions.
- 11 INDEMNITY
The Retailer hereby undertakes to indemnify, defend and hold harmless Specific step, its affiliates, officers, directors, employees, agents, successors and assignees (collectively the “Indemnified Parties”) from and against all claims, damages (special or consequential), losses and expenses, including court costs and reasonable fees and expenses of attorneys, expert witnesses and other professionals, arising out of or resulting from: (a) any action by a third party against the Indemnified Parties that is based on any negligent act, material omission or willful misconduct of the Retailer or its employees, personnel, officers or agents and which results in: (i) any bodily injury, sickness, disease or death; (ii) any injury or destruction to tangible or intangible property (including computer programs and data) or any loss of use resulting thereof; or, (iii) any violation of any statute, ordinance, or regulation; (b) any loss, damage or prejudice suffered by any of the Indemnified Parties due to the breach by the Retailer of any applicable laws, by-laws, regulations and guidelines; (c) any loss, damage or prejudice suffered by any of the Indemnified Parties due to the Retailer representing/providing wrong information to third parties in an unauthorized manner on behalf of Specific step; (d) any loss, damage or prejudice suffered by reason of any claim or proceeding by any third party against any of the Indemnified Parties due to the infringement of Specific StepIntellectual Property by the Retailer during the provision of the Services; (e) any loss, damage or prejudice suffered by any of the Indemnified Parties due to any claim made by the Retailer's employees against Specific Stepfor non compliance with any labour laws; and (f) any misrepresentation of any representation or warranty of the Retailer under these Terms and Conditions.
- 12 TERMINATION
- 12.1 These Terms and Conditions shall cease to have effect upon expiry of the Term.
- 12.2 Either Party hereto shall have the right to terminate the Agreement without cause by written notice of 30 days to the other Party.
- 12.3 Specific Stepshall be entitled to terminate the appointment of the Retailer by written notice of Thirty  days to the Retailer in the following circumstances: (a) the Retailer commits any breach of any of the provisions of these Terms and Conditions and, in the case of a breach capable of remedy, fails to remedy the same within 15 (fifteen) days after receipt of a written notice giving particulars of the breach and requiring it to be remedied; (b) the Retailer at any time breaches any obligation in relation to Specific StepIntellectual Property; (c) repeated failure to deposit the proceeds of transactions on a daily basis; (d) Specific step, subsequent to ascertaining the commercial viability of continuing the appointment of the Retailer, determines that the Retailer is not a fit person to carry out the obligations imposed on it; (e) the Retailer assigns its rights and obligations under these Terms and Conditions in an unauthorized manner; or (f) immediately upon the occurrence of: (i) the Retailer becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (ii) failure to comply with the directions of Specific Stepunder Clause 9 (Records and Audits).
- 12.4 Specific Stepshall be entitled to terminate the Appointment without notice: (a) if, by the acts or default of the Retailer, Specific Stepsuffers damage to its name and reputation; (b) in the event the Retailer fails to commence operations in accordance with Clause 1.1 of this Agreement; (c) the Retailer breaches the provisions of Clause 6 (Confidentiality); (d) in the circumstance described in Clause 13.4 (Force Majeure); (e) a change in control or management of the Retailer;(f) any event that would affect the ability of the Retailer to perform its obligations; (g) any of the directors/partners/proprietor of the Retailer are convicted of any criminal charge; or (h) the Retailer is certified and declared to be of unsound mind.
- 12.5 Specific Stepshall be entitled to terminate the appointment of the Retailer by giving written notice of seven  days to the Retailer, with or without assigning any reasons.
- 12.6 The right to terminate the appointment of the Retailer under this Clause shall be without prejudice to any other right or remedy of Specific Stepin respect of the breach concerned, if any, or any other breach.
Upon termination of appointment of the Retailer as stated in Clause 12 above: (a) within Fifteen (15) days from the date of termination, should clear all amounts due to Specific Stepunder these Terms and Conditions; (b) immediately return to Specific Stepall Confidential Information provided to the Retailer under this Agreement; (c) immediately return to Specific Stepall material provided to the Retailer under this Agreement; (d) immediately discontinue and cease to use the Specific StepIntellectual Property and shall immediately hand over any and all copies or documentation of such Intellectual Property, including POPs and other manuals, the terminal and software supplied by Specific step, if any; (e) immediately and permanently remove the software or cause it to be removed from all human and machine readable media (or other memory devices); (f) return all originals and/or copies of the Confidential Information, including the publicity and marketing materials in its possession; (g) provide remote access to Specific Stepto disable any software that Specific Stephad installed; (h) remove all signboards, banners, glow signboards of Specific Stepfrom its office and also all such material, which will indicate any association with Specific step; (i) cease to promote, market or advertise Specific Stepor its products/services; and (j) the Retailer shall grant Specific step, its employees or agents, access to its information technology systems for a period of Ninety (90) working days after termination.
- 12.7 Upon Specific Stepserving a notice of termination, or upon expiry of the Term, the Retailer shall ensure that during the period of 1 (one) month leading to the termination, all systems and procedures will be strictly adhered to and all customers are handled properly. All enquiries from customers will be diverted to Specific step.
- 12.8 Notwithstanding the above, the Retailer shall not, if so directed by Specific step, discontinue the Services during the notice period and shall continue to provide the Services as per these Terms and Conditions until indicated otherwise by Specific step.
- 12.9 In the event of termination of these Terms and Conditions, the Parties shall settle all claims existing between them, after reconciliation of the accounts. Thereafter, the Retailer shall have no right or claim or entitlement of any kind of compensation or any other payment and Specific Stepshall not, under any circumstances, be liable or responsible, individually or collectively or fully or partly, for any kind of loss or expenses incurred by the Retailer including any loss of profits, opportunity cost.
- 12.10 Upon termination of the Appointment in accordance with Clause 12 above, the following Clauses shall survive: Clause 5 (Intellectual Property); Clause 7 (Exclusivity and Non Compete); Clause 6 (Confidentiality); Clause 11 (Indemnity); Clause 13 shall survive the termination of these Terms and Conditions: Clause 5 (Intellectual Property); Clause 6 (Confidentiality); Clause 7 (Exclusivity and Non Compete); Clause 11 (Indemnity); Clause 13 shall survive the termination of these Terms and Conditions.
- 13 MISCELLANEOUS
13.1 Governing Law: These Terms and Conditions shall be governed by, and construed in accordance with Indian law as such law shall from time to time be in effect, subject to Bhuj Jurisdiction courts only.
- 13.2 Dispute Resolution: The Parties shall try and resolve disputes, if any, arising under these Terms and Conditions amicably failing which the same shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996 or any modifications or re-enactments thereof. The arbitration shall be conducted by a sole arbitrator agreed between both Parties. The venue of arbitration shall be Bhuj Only. The arbitration proceedings shall be in English. The award shall be final and binding on the Parties. A retailer is a business associate and the relationship is created under this agreement. In no way the retailer is a customer of Specific Stepand shall not be entitled to the remedy under consumer dispute Act. In the event of disputes between the Retailer and any other operator of Specific StepRetail Outlet, such disputes shall be resolved by an officer of Specific step, whose decision shall be final and binding.
- 13.3 Non-Exclusive Appointment: The Retailer hereby acknowledges that all of the rights provided under these Terms and Conditions including area of operation, without limitation, the limited license to use Specific StepIntellectual Property are non-exclusive in nature and nothing herein shall be read to prejudice any right that Specific Stepto any other person any other right or permission to perform the activities contemplated under these Terms and Conditions.
- 13.4 Force Majeure: If Specific Stepis prevented from performing any of its obligations under this Agreement due to any cause beyond Specific step's reasonable control, including, but without limitation to, any act of God, fire, flood, explosion, war, strike, embargo, government regulation, civil or military authority, acts or omissions of carriers, transmitters, providers, vandals, or hackers, major system break down and data loss beyond recoverable (a “Force Majeure Event”) the time for Specific step's performance will be extended for the period of the delay or inability to perform due to such occurrence; provided, however that if Specific Stepis unable to cure that event within 30 (thirty) days of the Force Majeure Event ceasing, or such further time as may be granted by Specific step, Specific Stepmay terminate the Retailer's appointment without any compensation or damages.
- 13.5 Injunctive Relief: Specific Stepshall be entitled to injunctive relief in the event of breach of the terms of these Terms and Conditions by the Retailer to prevent or curtail any actual or threatened breach by the Retailer of the express provisions of these Terms and Conditions or purpose fundamental (though not expressed) to signing of these Terms and Conditions.
- 13.6 Relationship: The Services rendered by the Retailer under this Agreement shall be provided to Specific Stepon “Principle to Principle” basis, and nothing in this Agreement creates or shall be deemed to create the relationship of partners, a joint venture, employer-employee, or principal-agent between the Parties. The Retailer shall not, without Suvdhaa's prior written approval, either on its invoices, letterheads or any other place or by any other means, orally or in writing, make any statement or representation, calculated or liable to induce others to believe that the Retailer is the agent of Specific Stepor do any act, deed or things to bind Specific Stepin any way in dealing with any third party (ies). The retailer is providing services to the customers and any dispute with the consumer shall be sole responsibility of the retailer.
- 13.7 Notice: Any notice required to be provided hereunder by one Party to the other shall be given in writing and shall be delivered by (i) personal messenger, (ii) proof of delivery requested courier service or (iii) facsimile. All notices shall be delivered to the address of the Parties as provided in the Retailer Application Form.
- 13.8 Assignment: The Retailer may not assign or delegate any of its rights or obligations hereunder without a prior written consent from Specific step. Subject to the foregoing, the rights and obligations under these Terms and Conditions shall ensure to the benefit of, and shall be binding upon, the heirs, legatees, successors, representatives, and permitted assigns of the respective Parties.
- 13.9 For the purpose of this Agreement, the term “Software” shall include custom built software that is owned by Specific step, or software that has been licensed from third party suppliers by Specific Stepand in relation to which Specific Stephas obtained the right to sub license from such third party suppliers.
- 13.10 The Retailer shall not sublicense, assign or otherwise transfer the said Software to any person and/or any third party and is expressly prohibited from distributing, sublicensing, assigning, transferring or otherwise, the Software, or other technical documentation /information pertaining thereto, or any portions thereof in any form.
- 13.11 The Retailer shall not make any changes / modifications / alterations in entire / any part of Software / Intellectual Property of Specific step.
- 13.12 Severability: If for any reason whatsoever any provision of these Terms and Conditions is or becomes, or is declared to be, invalid, illegal or unenforceable under applicable law, then the Parties will negotiate in good faith to agree on one or more provisions to be substituted therefor, which provisions shall, as nearly as practicable, leave the Parties in the same or nearly similar position to that which prevailed prior to such invalidity, illegality or unenforceability. Such invalidity, illegality or unenforceability shall not affect any other provisions of these Terms and Conditions, and these Terms and Conditions shall be construed as if such invalid, illegal or unenforceable provision had never been contained in these Terms and Conditions, and the remaining provisions of these Terms and Conditions shall be given full force and effect.
- 13.13 Amendment: No change, alteration, modification or addition to these Terms and Conditions shall be valid unless in writing and properly executed by Specific step.
- 13.14 Waiver: A waiver by Specific Stepin respect of a breach of a provision of these Terms and Conditions by the Retailer will not be deemed to be a waiver in respect of any other breach and the failure of Specific Stepto enforce at any time a provision of these Terms and Conditions will in no way be interpreted as a waiver of such provision.
- 13.15 Third Parties: Nothing in these Terms and Conditions, unless expressly provided for herein, is intended to confer upon any person, other than the Parties hereto and their permitted successors and assigns, any rights or remedies under or by reason of these Terms and Conditions.
- 13.16 Further Actions: The Parties shall do or cause to be done such further acts, deeds, matters and things and execute such further documents and papers as may be reasonably required to give effect to the terms of these Terms and Conditions.
- 13.17 Costs: The Retailer shall bear all taxes, fees, levies and other expenses in relation to its appointment pursuant to these Terms and Conditions.
- 13.18 Rights Cumulative: The rights, powers, privileges and remedies provided in these Terms and Conditions are cumulative and are not exclusive of any rights, powers, privileges or remedies provided by applicable law or otherwise. No failure to exercise nor any delay in exercising any right, power, privilege or remedy under these Terms and Conditions shall in any way impair or affect the exercise thereof or operate as a waiver thereof in whole or in part. Similarly, no single or partial exercise of any right, power, privilege or remedy under these Terms and Conditions shall prevent any further or other exercise thereof or the exercise of any other right, power, privilege or remedy..
I/We hereby apply to become a Retailer of Sri Samarth Utility Services Private Limited (Specific step) for facilitating/distributing/providing/marketing of different product/services/schemes/activities (“Services”) facilitated/ provided/ introduced/distributed/ made available by Specific step. If appointed as Retailer, I/We agree and confirm to abide by the rules and regulations of Specific Stepthat may be in force from time to time. I/We hereby confirm that I am/We are engaged in sales/marketing of products/services in my/our organization and I am/We are competent and capable of the work assigned to me/us by Specific step. I/We declare that the above information is true, correct and fair to the best of my/our knowledge and belief, and I/We further undertake to submit all necessary document/s, paper/s, proof/s, information and agreement as required by Specific Stepnow or from time to time. I/We further declare that I/We have read all terms and conditions attached with this form for appointment as Retailer and I am/We are ready to act as per such terms and conditions and all other terms and conditions informed to me/us by Specific Stepfrom time to time. I/We shall be liable/responsible for any breach of any terms/conditions mentioned by Specific step. I/We shall be solely exclusively and absolutely liable/responsible for my/our any act/omission which shall be harmful (cost/consequence) to Specific step/its Affiliates. I/We also authorize Specific Stepto withhold any brokerage / commission / fees / charges / deposit due to me / us, if any, till submission of the said documentation, papers, information, proofs and agreement to the satisfaction of Specific step.
1 Change your passwords regularly (at least once in a month). Please remember your passwords after changing them.
2 Your password should be complex and difficult for others to guess. Use Alphabets, Number and Symbols in your passwords and never keep the password the same as login ID.
3 Never share your Specific Step Login and passwords with any one, even your employees or family members to avoid the misuse of your account.
4 Never give your passwords to the call center agent or any Specific Step employee also when asked for.
5 Please note the Safety of the Login ID and password is your sole responsibility.
Safe Keep of Specific User ID and Password: The Retailer and Distributer shall be solely responsible for the safe-guarding and the confidentiality of the user id and passwords relating to Specific Step Services and such other items relevant or pertaining to the Account.
Security Precautions: Our site has stringent security measures in place to protect the loss, misuse, and alteration of the information under our control. Whenever you change or access your account information, we offer the use of a secure server. Once your information is in our possession we adhere to strict security guidelines, protecting it against unauthorized access.
Unauthorized Access: The user shall take all necessary precautions to prevent unauthorized and illegal use of Specific Step services and unauthorized access to the Accounts provided by Specific Step. SRI SAMARTH Utility Services Pvt. Ltd. shall take all commercially reasonable care to, ensure the security of and to prevent unauthorized access, using commercially reasonable technology available in India to us. SRI SAMARTH Utility Services Pvt. Ltd. shall not be liable for any wrong doings arising due to insufficient security maintained by you for your account.
Fraud: SRI SAMARTH Utility Services Pvt. Ltd. shall not be liable for any fraud transactions occurring from your id. We as an organization take utmost care for encryption of your personal details. However, we cannot control the misuse of the sensitive information once it is handed over to you. Franchisees are requested to follow standard guidelines for securing their id/password for the Specific Step Software. Specific Step shall not be liable for any fraud transactions occurring from your id.