Terms and Conditions
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 govern the commercial arrangement between Payplex Solutions Pvt. Ltd. and the Retailer/Distributor/Master Distributor/White Label/Enterprise (referred to as "Retailer/Distributor/Master Distributor/White Label/Enterprise").
The agreement is binding and cannot be modified unless in writing and authorized by Payplex Solutions Pvt. Ltd.
2. 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.
3. 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 Solutions Pvt. Ltd. may modify or amend the services, processes, or manner of performance, and the Retailer/Distributor/Master Distributor/White Label/Enterprise must adhere to these changes.
4. Marketing and Distribution:
Authorized only to market, distribute, or promote Payplex Solutions Pvt. Ltd. services as permitted.
No automatic right to market any other products or services, unless expressly notified by Payplex Solutions Pvt. Ltd.
5. Infrastructure and Equipment:
Retailer/Distributor/Master Distributor/White Label/Enterprise must bear the cost of necessary infrastructure and equipment to support Payplex Solutions Pvt. Ltd.'s services.
Devices and software must be registered under Payplex Solutions Pvt. Ltd., and unauthorized devices are not allowed.
6. Operation of Services:
Services will be provided exclusively through Payplex Solutions Pvt. Ltd.'s portal, and offline transactions are not allowed.
Any fraudulent transactions will result in civil, penal, and criminal consequences.
7. Licensing and Permits:
Retailer/Distributor/Master Distributor/White Label/Enterprise must obtain all required licenses, permits, and approvals for the sale and distribution of services and bear all associated costs.
8. 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.
9. Use of Retail Outlet:
The Retail Outlet must be used exclusively for providing Payplex Solutions Pvt. Ltd. Services. No display or promotion of unlawful, offensive, obscene, defamatory, or immoral content is allowed.
The Retailer/Distributor/Master Distributor/White Label/Enterprise shall ensure the Outlet is not used for illegal or harmful activities.
10. 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.
11. Non-Encroachment and Non-Poaching:
The Retailer/Distributor/Master Distributor/White Label/Enterprise agrees not to encroach or poach on neighboring Retailers/Distributors/Master Distributors' operational areas.
They shall avoid any conduct that could harm or interfere with neighboring entities' commercial interests, including unfair competition or disruption.
A breach of this provision allows Payplex Solutions Pvt. Ltd. to terminate the agreement and seek legal remedies.
12. 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.
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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.
- "Applicant": An individual above 18 years of age, who applies for the Company's services either at a Retail Outlet or other locations where services are available, and has a valid mobile phone connection.
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"Company Rules": The policies issued by the Company for its business partners, retail partners, distributors, and consumers, which include:
- Code of conduct
- Sales policies
- Management policies
- "Consumer": An Applicant who, after submitting the Customer Application Form (CAF) and meeting the eligibility criteria, is approved to avail of the Company's services, thus opening a Membership Account.
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"Governmental Authority": Any government body or entity with:
- Executive authority
- Legislative authority
- Judicial authority
- Regulatory authority
- Administrative authority
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"Intellectual Property": Refers to all intellectual property used by the Company, including:
- 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.
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"Tax" or "Taxes": Refers to all applicable taxes, including:
- GST
- Cess
- Duties
- Any other fees or charges imposed by relevant laws.
- 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.
13. 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.
14. PAYMENTS AND COMMISSIONS:
14.1 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.
14.2 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.
- 14.3 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.
- 14.4 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.
14.5 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.
- 14.6 Prices and Discounts: Prices and discounts are determined solely by Payplex Solutions Pvt. Ltd. No unauthorized incentives or discounts are permitted.
- 14.7 Taxes: The Retailer/Distributor/Master Distributor/White Label/Enterprise is responsible for all applicable taxes, including GST and VAT, without deductions from commissions.
- 14.8 Costs: All operational costs, such as electricity, salaries, travel, and promotional expenses, are borne by the Retailer/Distributor/Master Distributor/White Label/Enterprise.
- 14.9 Activity/Inactivity Charges: Minimum monthly fees plus taxes may be deducted from the working capital balance.
- 14.10 Set-Off: Payplex Solutions Pvt. Ltd. may deduct owed amounts from any sums payable to the Retailer/Distributor/Master Distributor/White Label/Enterprise.
14.11 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.
15. Intellectual Property:
The Retailer/Distributor/Master Distributor/White Label/Enterprise does not acquire any rights to Payplex Solutions Pvt. Ltd.'s intellectual property. Unauthorized use will result in legal action and possible service deactivation.
16. 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.
17. Warranties and Covenants:
The Retailer/Distributor/Master Distributor/White Label/Enterprise agrees to:
1. Professionally sell, market, and distribute Payplex Solutions Pvt. Ltd.'s services.
2. Cooperate with Payplex Solutions Pvt. Ltd. and address customer feedback.
3. Comply with applicable laws, guidelines, and instructions.
4. Act ethically and professionally, ensuring no damage to Payplex Solutions Pvt. Ltd.'s reputation.
5. Maintain trained personnel and adhere to dress codes and professional conduct. Ensure proper documentation and licenses.
6. Be responsible for legal actions, insurance, and accurate customer contact details.
7. Cooperate with audits and inspections by Payplex Solutions Pvt. Ltd. or relevant authorities.
18. 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.
19. 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.
20. 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.