FOR APPOINTMENT AS RETAILER/DISTRIBUTOR/MASTER DISTRIBUTOR / WHITE LABEL/ ENTERPRISE

These terms and conditions ("Terms and Conditions") shall apply to and govern the commercial arrangement between PAYPLEX SOLUTIONS PRIVATE LIMITED (hereinafter referred as "Payplex Solutions Pvt. Ltd.") and the Retailer/Distributor/Master Distributor/White Label/Enterprise.

These Terms and Conditions and any attachments hereto represent the entire agreement between Payplex Solutions Pvt. Ltd. and the Retailer/Distributor/Master Distributor/White Label/Enterprise and no changes to the same are binding unless they are in writing and intimated by the authorized representative of Payplex Solutions Pvt. Ltd.

Payplex Solutions Pvt. Ltd. is a digital financial facilitation service provider, a company incorporated under the Companies Act, 2013, and having its registered CIN No. U66190PN2024PTC227628. The company is represented by Payplex Solution with its head office located at Narayani Complex, Main Road, Near Pradhan Towers, Chandandih, Ranchi, Latehar, Jharkhand – 834001.

Additionally, the company has an office at Office No. 528, 5th Floor, Gera's Imperium Rise, Hinjawadi Phase 2 Rd, Opposite Wipro Circle, Phase 2, Hinjawadi Rajiv Gandhi Infotech Park, Hinjawadi, Pune, Pimpri-Chinchwad, Maharashtra 411057.

Hereinafter, Payplex Solutions Pvt. Ltd. shall be referred to as the Company/Payplex Solutions Pvt. Ltd., which expression shall unless repugnant to the context or meaning thereof mean and include its successors and permitted assigns.

1. General Overview

These Terms and Conditions (“Terms”) govern the commercial relationship and appointment between Payplex Solutions Pvt. Ltd. , a company incorporated under the Companies Act, 2013, with its registered office at Narayani Complex, Main Road, Near Pradhan Towers, Chandandih, Ranchi, Latehar, Jharkhand – 834001. (hereinafter referred to as “Payplex”, “we”, “our”, or “us”) and you, the appointed Retailer, Distributor, Master Distributor, White Label Partner, or Enterprise Client (hereinafter referred to as “Partner”, “you”, or “your”).

These Terms constitute a legally binding agreement between Payplex and the Partner and govern your access to and participation in Payplex’s IT platforms, digital products, services, and systems made available under commercial appointment. By accepting these Terms — whether via written agreement, platform registration, digital onboarding, or electronic confirmation — you agree to be bound by them and the Payplex Privacy Policy, which is incorporated herein by reference.

2. Acceptance of Terms

By accessing or using any PayPlex platforms, software, services, APIs, or enterprise tools as an appointed Retailer, Distributor, Master Distributor, White Label Partner, or Enterprise Client, you:

• Confirm that you are authorized to enter into this agreement on behalf of your organization;
• Agree to abide by all operational, technical, compliance, and financial requirements outlined by PayPlex;
• Acknowledge that your use of PayPlex’s platforms is subject to periodic review and may be suspended or terminated for non-compliance.

You may not access or use the PayPlex Services if you do not accept these Terms or are legally prohibited from doing so under applicable laws.

These Terms may be modified or updated from time to time by PayPlex at its sole discretion. Continued use of our services after any such changes shall constitute your consent to the updated Terms. You are advised to check the latest version of these Terms regularly.

In the event of any conflict between these Terms and a separately signed agreement with PayPlex (e.g., Master Service Agreement or White Label License Agreement), the latter shall prevail to the extent of the conflict.

3. Company Information

Payplex Solutions Pvt. Ltd., a digital financial facilitation service provider, is incorporated under the Companies Act, 2013.

Registered office: Narayani Complex, Ranchi, Jharkhand, and Office No. 528, Gera's Imperium Rise, Hinjawadi, Pune, Maharashtra.

4. Provision of Services

Retailer/Distributor/Master Distributor/White Label/Enterprise shall provide services for Payplex Solutions Pvt. Ltd. through designated officers, employees, or affiliates.

PayPlex reserves the right to:

• Modify or restructure the nature, scope, or technical specifications of the services
• Change business workflows, compliance requirements, or delivery methods
• Introduce new modules, products, or platform features during the term of engagement

Partners are obligated to adhere to such changes in real time and must ensure that their team members are trained and compliant with Payplex's updated guidelines.

5. Marketing and Distribution

Partners are strictly authorized to market, promote, and distribute only the services and offerings approved by Payplex Solutions Pvt. Ltd. under the terms of their appointment.

Key Conditions:

• There is no automatic or implied right to promote additional products, services, or platforms not expressly communicated or launched by Payplex.
• All brand representation, sales communication, and marketing collateral must be approved by Payplex’s compliance or branding team.
• Unauthorized use of the Payplex brand name, marks, or services — especially in connection with unrelated products — is strictly prohibited and may result in suspension or legal action.

6. Infrastructure and Equipment

Each Retailer, Distributor, Master Distributor, White Label Partner, or Enterprise Client ("Partner") is responsible for procuring, maintaining, and securing the necessary infrastructure and equipment required to operate and deliver services on behalf of Payplex Solutions Pvt. Ltd.

Key requirements:

• Partners must use compatible hardware and software, including desktops, laptops, printers, biometric devices, secure routers, and internet connections to support day-to-day operations.
• All devices must be registered with Payplex and must run the latest approved versions of operating systems and Payplex software or APIs.
• Use of unauthorized, unregistered, or tampered devices is strictly prohibited and may result in service suspension and/or legal action.
• Payplex may, at its discretion, conduct remote or physical audits of the Partner’s infrastructure to ensure compliance with security, data integrity, and performance standards.
• The costs related to acquiring, installing, securing, and maintaining such infrastructure are to be fully borne by the Partner.

7. Operation of Services

All appointed Partners must operate strictly within the authorized digital environment of Payplex, ensuring transparency, compliance, and traceability of transactions.

Operational policies include:

• All services must be delivered exclusively through Payplex’s designated platforms, which may include partner dashboards, web portals, mobile apps, APIs, or approved POS devices.
• Offline transactions, cash-based adjustments, or unrecorded service activity are strictly forbidden and considered a breach of trust and data policy.
• Partners shall not create parallel systems, maintain unofficial records, or reroute traffic or user data through third-party tools unless approved by Payplex.
• Any attempt to process fraudulent transactions, including but not limited to identity theft, money laundering, overcharging, or platform manipulation, shall attract civil liability, contractual termination, and may result in criminal prosecution under Indian cyber and financial laws.
• Payplex reserves the right to conduct audit logs, surveillance, and data tracing of partner activities on its systems.

8. Licensing and Permits

It is the sole responsibility of the Partner to ensure that all business activities conducted under this arrangement are compliant with local, state, and national laws.

This includes:

• Obtaining all necessary commercial registrations, local trade licenses, tax registrations (e.g., GST), digital service permissions, and fintech compliances required to offer the services.
• In the case of White Label or Enterprise partners, securing any industry-specific regulatory approvals is also necessary before launching services under their brand.
• All costs, penalties, or renewals associated with such permits or compliance are to be fully borne by the Partner, and Payplex shall not be held liable for any failure in licensing that leads to service disruption or legal action.

9. Business Hours

The Retailer/Distributor/Master Distributor/White Label/Enterprise must ensure the Retail Outlet remains open during normal business hours or as specified by Payplex Solutions Pvt. Ltd. or as permitted by law.

10. Use of Retail Outlet

Any physical outlet, kiosk, or office operated by a Retailer, Distributor, or Partner (“Retail Outlet”) under the Payplex network shall be used exclusively for the delivery and promotion of Payplex-authorized services.

The following conditions apply:

• Retail Outlets must not be used for unauthorized commercial activity, including promotion or sales of unrelated or competing products
• It is strictly prohibited to display or circulate offensive, defamatory, obscene, illegal, or misleading content within the outlet or its surroundings.
• The Outlet must comply with all local municipal and state laws, including safety codes, shop establishment regulations, and display standards.
• Any use of the Retail Outlet for illegal, unethical, or harmful activities will be considered a material breach of the agreement and will result in termination and legal action.

11. Training and Support

Payplex Solutions Pvt. Ltd. may provide training, technology support, brochures, pamphlets, and materials for promoting the services.

All provided materials must be used exclusively for promoting Payplex Solutions Pvt. Ltd. Services and not for any other purpose.

12. Non-Encroachment and Non-Poaching

To maintain business integrity and ecosystem fairness, all Partners (including Retailers, Distributors, Master Distributors, White Label, or Enterprise clients) agree to the following:

• They must not solicit, poach, or directly engage with other Payplex Partners’ clients, sub-agents, or customers.
• Territorial encroachment — attempting to take over another partner's authorized area or operational region without consent — is strictly prohibited.
• Partners must avoid unfair competition, such as price undercutting, unauthorized expansion, spreading misinformation, or creating conflicts with adjacent partners.

Violations of this clause may lead to:

• Immediate termination of the agreement
• Suspension of services and access
• Legal action for damages or injunctive relief

13. Definitions and Interpretation

Applicable Law: Refers to all relevant laws and regulations, including:

- RBI's guidelines on outsourcing financial services.
- Payment & Settlement Systems Act, 2007, and related regulations.
- Policy Guidelines on Pre-paid Payment Instruments, and any other applicable laws in India.

Applicable Law: Refers to all relevant laws and regulations, including:

"Company Rules": The policies issued by the Company for its business partners, retail partners, distributors, and consumers, which include:

- Software, operating manuals, and programs related to the Company’s operations.
- Trademarks, service marks, logos, and other brand elements.
- Promotional materials, marketing content, and trade secrets.

"Tax" or "Taxes": Refers to all applicable taxes, including GST, cess, duties, and any other fees or charges imposed by relevant laws.

"Governmental Authority": Any government body or entity with executive, legislative, judicial, regulatory, or administrative authority over any of the parties or the transactions involved in this Agreement.

14. Effective Date and Commencement of Business

Effective Date: These Terms become effective upon submission and acceptance of the Retailer/Distributor/Master Distributor/White Label/Enterprise Application Form ("Effective Date"). The Retailer/Distributor/Master Distributor must commence operations within 30 days of acceptance.

Acknowledgment and Understanding: The Retailer/Distributor/Master Distributor/White Label/Enterprise acknowledges:

• They have read and understood these Terms and Conditions.
• They have evaluated the financial and operational aspects of running a retail outlet.

Term and Termination: The Retailer/Distributor/Master Distributor/White Label/Enterprise's appointment remains valid for the term of the Agreement.

• Payplex Solutions Pvt. Ltd. can terminate the appointment with one month's notice.
• In cases of breach, termination can be immediate.

Authorization and Representation:

• The Retailer/Distributor/Master Distributor/White Label/Enterprise can describe themselves as an "authorized" partner of Payplex Solutions Pvt. Ltd..
• They cannot bind or represent Payplex Solutions Pvt. Ltd. as a partner, employee, or officer.

15. PAYMENTS AND COMMISSIONS

15.1 Non-Refundable Registration Fee: The Retailer/Distributor/Master Distributor/White Label/Enterprise agrees to pay a non-refundable registration fee by the Effective Date, as outlined by Payplex Solutions Pvt. Ltd.

15.2 Working Capital: The Retailer/Distributor/Master Distributor/White Label/Enterprise must maintain and deposit the required working capital with Payplex Solutions Pvt. Ltd. in an interest-free deposit at a designated bank. Payplex Solutions Pvt. Ltd. may increase the required amount with written notice.

15.3 Working Capital Limit: Transactions exceeding the credit limit will be blocked until replenished. Additional deposits can increase the limit, subject to Payplex Solutions Pvt. Ltd.'s discretion.

15.4 Credit Limit and Transactions: Transactions beyond the credit limit require additional deposits. Payplex Solutions Pvt. Ltd. reserves the right to approve limit increases and is not liable for any related deposits.

15.5 Commission: Commission for services is calculated daily, monthly, or per transaction at Payplex Solutions Pvt. Ltd.'s discretion. It may be credited to working capital or deducted before deposits. Commission rate disputes are not admissible.

15.6 Prices and Discounts: Prices and discounts are determined solely by Payplex Solutions Pvt. Ltd. No unauthorized incentives or discounts are permitted.

15.7 Taxes: The Retailer/Distributor/Master Distributor/White Label/Enterprise is responsible for all applicable taxes, including GST and VAT, without deductions from commissions.

15.8 Costs: All operational costs, such as electricity, salaries, travel, and promotional expenses, are borne by the Retailer/Distributor/Master Distributor/White Label/Enterprise.

15.9 Activity/Inactivity Charges: Minimum monthly fees plus taxes may be deducted from the working capital balance.

15.10 Set-Off: Payplex Solutions Pvt. Ltd. may deduct owed amounts from any sums payable to the Retailer/Distributor/Master Distributor/White Label/Enterprise.

15.11 Employees, Exclusivity, and Non-Compete: The Retailer/Distributor/Master Distributor/White Label/Enterprise is responsible for employees' wages, labor law compliance, and actions. They agree not to market similar services or engage in competing businesses during the agreement term.

16. Intellectual Property

16.1 Ownership

All intellectual property (IP) including software, APIs, platform source code, trademarks, designs, logos, trade secrets, documentation, marketing material, training resources, and other proprietary assets belong exclusively to Payplex Solutions Pvt. Ltd.

16.2 Usage Rights

Partners are granted limited, non-transferable usage rights solely for the delivery of Payplex’s services.

Partners may not replicate, reverse engineer, rebrand, sublicense, or distribute any intellectual property without explicit, prior written permission.

16.3 Breach Consequences

Unauthorized use or reproduction of any IP may lead to: Termination of access or partnership, Legal prosecution for IP infringement, Claim for damages and injunctive relief.

17. Confidentiality and Security

The Retailer/Distributor/Master Distributor/White Label/Enterprise agrees to keep the agreement confidential and not disclose any information, except as required by law or authorized by Payplex Solutions Pvt. Ltd.

They must maintain the confidentiality of information from Payplex Solutions Pvt. Ltd. and protect their user IDs and passwords.

They are fully responsible for securing their account and preventing unauthorized use. Payplex Solutions Pvt. Ltd. is not liable for any misuse due to insufficient security measures.

Payplex Solutions Pvt. Ltd. is not responsible for fraud or unauthorized transactions resulting from the misuse of the Retailer/Distributor/Master Distributor/White Label/Enterprise’s ID by third parties.

18. Warranties and Covenants

The Retailer/Distributor/Master Distributor/White Label/Enterprise agrees to:

18.1 Professionally sell, market, and distribute Payplex Solutions Pvt. Ltd.'s services.

18.2 Cooperate with Payplex Solutions Pvt. Ltd. and address customer feedback.

18.3 Comply with applicable laws, guidelines, and instructions.

18.4 Act ethically and professionally, ensuring no damage to Payplex Solutions Pvt. Ltd.'s reputation.

18.5 Maintain trained personnel and adhere to dress codes and professional conduct. Ensure proper documentation and licenses.

18.6 Be responsible for legal actions, insurance, and accurate customer contact details.

18.7 Cooperate with audits and inspections by Payplex Solutions Pvt. Ltd. or relevant authorities.

19. Representations and Warranties

The Retailer/Distributor/Master Distributor/White Label/Enterprise agrees to keep the agreement confidential and not disclose information, except when required by law or authorized by Payplex Solutions Pvt. Ltd.

They must maintain the confidentiality of information from Payplex Solutions Pvt. Ltd. and protect their user IDs and passwords.

The Retailer/Distributor/Master Distributor/White Label/Enterprise is fully responsible for securing their account and preventing unauthorized access. Payplex Solutions Pvt. Ltd. is not liable for losses from insufficient security measures.

Payplex Solutions Pvt. Ltd. is not responsible for fraud or unauthorized transactions due to third-party misuse of the Retailer/Distributor/Master Distributor/White Label/Enterprise’s ID.

Warranties and Covenants:

The Retailer/Distributor/Master Distributor/White Label/Enterprise warrants:

1. They have reviewed the agreement thoroughly and received legal advice.

2. This agreement does not conflict with other obligations.

3. They have the authority to comply with the agreement and applicable laws.

4. They are adequately insured for liabilities related to this agreement.

20. Miscellaneous

Governing Law: The agreement is governed by Indian law, with disputes resolved in Aurangabad courts.

Dispute Resolution: Arbitration for disputes will occur in New Delhi.

Non-Exclusive Appointment: Rights are non-exclusive; Payplex Solutions Pvt. Ltd. may grant similar rights to others.

Force Majeure: Payplex Solutions Pvt. Ltd. is not liable for delays due to unforeseen events.

Injunctive Relief: Payplex Solutions Pvt. Ltd. may seek injunctive relief for breaches.

Relationship: This agreement does not create a partnership or agency. The Retailer is responsible for customer disputes.

Notice & Assignment: Notices must be in writing. The Retailer cannot assign rights without consent.

Software: The Retailer cannot sublicense or modify Payplex’s software.

Termination: Payplex Solutions Pvt. Ltd. may terminate the agreement with notice for breaches or specified events. Upon termination, the Retailer must return materials and cease using Payplex’s intellectual property.

21. Indemnity Clause

Indemnity: The Retailer indemnifies Payplex Solutions Pvt. Ltd. against claims arising from negligence, breaches, intellectual property infringement, misrepresentation, and labor law violations.

Accuracy of Information: The Retailer certifies that all provided information is accurate and acknowledges receipt of, and agreement to, the terms and conditions. Amendments to the terms are accepted.

Rate List & Tax Compliance: The Retailer will display applicable rate lists and ensure no overcharging. They are responsible for paying all relevant taxes, including GST.

Exclusivity & Non-Engagement: The Retailer has resigned from all other business correspondence agreements and will exclusively work with Payplex Solutions Pvt. Ltd. for money transfer services.

Acknowledgment of Communication: The Retailer acknowledges that Payplex Solutions Pvt. Ltd. may communicate with them via various methods, including advertisements, which cannot be opted out of.