Terms And Conditions For Appointment As Retailer/ Distributor/ Star Distributor
These terms and conditions (Terms and Conditions) shall apply to and govern the commercial arrangement between BATRA BROTHERS MANAGEMENT SERVICES. (herein after referred as `BBM`) and the Retailer/Distributor/Star Distributor. These Terms and Conditions and any attachments hereto represent the entire agreement between BBMS and the Retailer/Distributor/Star Distributor and no changes to the same are binding unless they are in writing and intimated by the authorized representative of BBMS.
"BBMS" is a digital financial facilitation service provider, a proprietary firm having its registered office at 532-GX BLOCK, BRS NAGAR, LUDHIANA-141012 (hereinafter referred to as the BBMS which expression shall unless repugnant to the context or meaning thereof mean and include its successors and permitted assigns).
Operation of The Retailer/ Distributor/ Star Distributor Outlet
During the Term, the Retailer/Distributor/Star Distributor shall render the services ("Services") of BBMS, 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, BBMS shall have the right at any time, to modify, alter and amend the lists of Services, including the manner, procedure, process in which the Retailer/Distributor/Star Distributor will be required to perform the Services and the Retailer/Distributor/Star Distributor shall be bound by all such modifications, alterations and amendments made by BBMS.
The Retailer/Distributor/Star Distributor shall only market, distribute sell or promote such BBMS Services as are permitted expressly by BBMS. The Retailer/Distributor/Star Distributor 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, BBMS may, at its sole discretion, intimate the Retailer/Distributor/Star Distributor that the Retailer/Distributor/Star Distributor is entitled to sell, market, distribute and promote such product or service. BBMS shall also have the right to direct the Retailer/Distributor/Star Distributor to discontinue providing any of the BBMS Services at the Retail Outlet without assigning any reason whatsoever.
BBMS shall specify to the Retailer/Distributor/Star Distributor, 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 BBMS Software/Services etc, for effectively providing the BBMS Services, which the Retailer/Distributor/Star Distributor shall acquire at its sole expense. In case of the MPOS Application, the Retailer/Distributor/Star Distributor shall be entitled to install the BBMS Software on that particular mobile device and/or any such other device, which is proposed to be registered with BBMS for availing BBMS Services, and no other mobile/device of the Retailer/Distributor/Star Distributor shall have such Software installed unless registered under the terms and conditions of this Agreement. Further, the Retailer/Distributor/Star Distributor shall prominently display the BBMS signage, signboards, logos, etc at a prominent place in the Retail Outlet, strictly in accordance with the directions issued by BBMS in this regard.
Upon satisfactory installation and operation of the necessary equipment and peripherals, BBMS shall, subject to these Terms and Conditions, install the necessary software and other BBMS Intellectual Property to enable the provision of the Services. All Services shall be provided solely through the portal of BBMS or are recorded therein and no offline transactions are permitted and/or no such fake/false receipts should be issued by the Retailer/Distributor/Star Distributor for the willful fraud transaction done by the Retailer/Distributor/Star Distributor which are not transacted through BBMS Software/portal. However, if any Retailer/Distributor/Star Distributor 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.
The Retailer/Distributor/Star Distributor 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.
The Retailer/Distributor/Star Distributor shall keep the Retailer/Distributor/Star Distributor Outlet open for business during normal business hours, or as permitted by law or such other time period as BBMS may specify from time to time.
The Retailer/Distributor/Star Distributor shall ensure that the Retail Outlet is utilized for the purpose of rendering the Services in accordance with these Terms and Conditions. The Retailer/Distributor/Star Distributor 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, libellous, 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.
BBMS may, at its sole discretion and with or without consideration, provide training manuals, technology support, ongoing advice and assistance to the Retailer/Distributor/Star Distributor and designated employees of the Retailer/Distributor/Star Distributor, 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 BBMS shall be utilized solely in relation to the provision of Services and the Retailer/Distributor/Star Distributor shall ensure that such materials are not utilized for any other purpose.
The Retailer/Distributor/Star Distributor shall not encroach/poach upon the areas of operation of other neighboring Retailer/Distributor/Star Distributors appointed by BBMS or act in any manner which will prejudice the business prospects of neighbouring Retailer/Distributor/Star Distributors appointed by BBMS.
Definitions And Interpretation
"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, Payment & Settlement Systems Regulations, 2008, Policy Guidelines on Issuance and operation of Pre-paid Payment Instruments in India, and any other guideline in relation to pre-paid cards issued from time to time by Reserve Bank of India and in each case, any implementing regulation or interpretation issued thereunder including any successor Applicable Law;
"Applicant" shall mean You or any individual person above the age of [18 (eighteen)] years, using an operational mobile phone connection, who applies either on his owner approaches Retail Partner at the Retail Outlet locations and/or such other locations, for availing the BBMS Services;
"BBMS Rules" shall mean policies issued by the BBMS with respect to its strategic business partners, retail partners, distributors, Consumers including but not limited to the policy on the code of conduct and other sales and management policies as issued on the Website, Platform and/ or otherwise and amended from time to time;
"Consumer" shall mean an Applicant who upon submission of the CAF and upon completion of necessary formalities, is found to be eligible by BBMS as per guidelines issued by RBI (if any), to avail the BBMS Services and has opened a Membership Account;
"Governmental Authority" means any nation, state, sovereign, or government, any federal, regional, state, local or political subdivision and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, constitutionally established and having jurisdiction over any of the parties (to the extent relevant to the transactions contemplated hereby) or the assets or operations of any of the foregoing or the transactions contemplated hereby;
"INR" or "RS" means Indian Rupees, the lawful currency of the Republic of India;
"Intellectual Property" shall mean all intellectual property used for the purpose of or in association with or in relation to providing the BBMS Services utilizing the Platform and includes without limitation, (a) Software, operating manuals, software code, program, instructions, specifications, processes, input methods, data or information used in relation to, in association with or for the operation of the software installed by BBMS; (b) the trademarks, service marks, trade names, business names, logos, symbols, styles, colour combinations used by BBMS 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; and (d) all techniques, formulae, patterns, compilations, processes, inventions, practices, methodology, techniques,
"Tax" or "Taxes" shall mean any and all taxes, GST, cess, levies, imposts, duties, charges, deposits, fees, deductions or withholding that are, or that are to be, imposed, levied, collected, withheld or assessed, together with any and all interest, penalties, claims or other liabilities arising under or relating thereto;
Acceptance And Appointment As Retailer/ Distributor/ Star Distributor
These Terms and Conditions shall come into force from the date (Effective Date) of Retailer/Distributor/Star Distributor Application Form attached herewith. Within 30 (thirty) days from the date of acceptance by Retailer/Distributor/Star Distributor, the Retailer/Distributor/Star Distributor shall commence business in accordance with these Terms and Conditions.
The Retailer/Distributor/Star Distributor acknowledges that it has read and understood these Terms and Conditions at the time of making an application to BBMS for operation of a retail outlet to provide the Services (as defined herein) under the name and style of “BBMS” and that it has had sufficient time to evaluate the financial requirements, equipment 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.
During the Term and subject to these Terms and Conditions, BBMS hereby appoints the Retailer/Distributor/Star Distributor and the Retailer/Distributor/Star Distributor hereby accepts the appointment as a BBMS Retailer/Distributor/Star Distributor, to establish and operate a retail outlet at such address as specified in the Retailer/Distributor/Star Distributor 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/Distributor/Star Distributor Application form shall be permitted, except with the prior written consent from BBMS whereas such consent from BBMS whereas such consent shall be signed by the Authorized Representative of the level of Vice President or above.
The appointment of the Retailer/Distributor/Star Distributor under these Terms and Conditions shall remain valid up to the termination ("Term"). BBMS may exercise its right of withdrawal by giving a notice in writing to the Retailer/Distributor/Star Distributor 1 (one) month prior to withdrawal unless any breach of this agreement by the Retailer/Distributor/Star Distributor.
The Retailer/Distributor/Star Distributor may describe himself as an "authorized Retailer/Distributor/Star Distributor" of BBMS, but must not hold [itself/himself] out as being entitled to bind BBMS in any way. The Retailer/Distributor/Star Distributor 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 BBMS.
BBMS is 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.
The Retailer/Distributor/Star Distributor has understood the business model and aware that BBMS is just a facilitator and distributor of products and services and does not own such services or products by itself. BBMS takes reasonable efforts to make available the services and products, however, shall not be liable and responsible for any deficiency of such services and products. BBMS further also takes reasonable efforts to provide its best uninterrupted services at best quality; however, technological systems are prone to interruption for up-gradation, maintenance, break down of either the systems of BBMS or that of the Service Providers’. The Retailer/Distributor/Star Distributor shall be managing his business considering such interruptions.
Payment And Commission
Non Refundable Registration Fee: The Retailer/Distributor/Star Distributor shall deposit such an amount ("Registration Fees") by way of a non-refundable registration fee as per commercial terms defined by BBMS on or before the Effective Date.
Working Capital: The Retailer/Distributor/Star Distributor shall maintain and deposit with BBMS working capital ("Working Capital") in a bank designated and intimated to the Retailer/Distributor/Star Distributor 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/Distributor/Star Distributor. The Retailer/Distributor/Star Distributor shall immediately deposit such further amounts to ensure that the Working Capital is maintained at the aforementioned amounts at all times.
Working Capital Limit: The Retailer/Distributor/Star Distributor shall be entitled to a credit limit equivalent to the Working Capital balance in the books of BBMS ("Credit Limit"). The Retailer/Distributor/Star Distributor 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/Distributor/Star Distributor desires to enter into transactions in excess of the Credit Limit, the Retailer/Distributor/Star Distributor shall deposit the amount either with the Distributor or BBMS as the case may be to increase its Credit Limit accordingly. The Distributor/ BBMS shall, at their sole discretion, permit enhancement of the Credit Limit. If the amount is deposited with the Distributor, the Retailer/Distributor/Star Distributor need to obtain proper receipt and the limit gets enhanced from the Distributor. BBMS shall not be responsible for any liabilities in such an event.
Commission: The Retailer/Distributor/Star Distributor shall be entitled to commission, which shall be adjusted on a daily basis/monthly basis/transaction basis, for the provision of the Services at a rate to be intimated by BBMS to the Retailer/Distributor/Star Distributor from time to time through its portal, either by way of credit to the Working Capital or the Retailer/Distributor/Star Distributor may deduct the commission due to it, prior to depositing the proceeds of a transaction in the Current Account. The Retailer/Distributor/Star Distributor shall be regularly updated on the Rates of Commission through the Portal. BBMS, at its sole discretion shall decide the sharing of Gross Margin with the Retailer/Distributor/Star Distributors and its decision will be final. It is presumed that the Retailer/Distributor/Star Distributor has agreed to such commission / margin before the transaction. Any dispute in this regards will not be admissible by BBMS.
Prices and Discounts: All prices, charges, fees and discounts for all BBMS Services shall be determined, and may from time to time be revised, by BBMS at its sole discretion. The Retailer/Distributor/Star Distributor shall not collect cash from the customers by offering discounts on the Services which do not have BBMS sanction. The Retailer/Distributor/Star Distributor 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/Distributor/Star Distributor acknowledges that BBMS has the right to alter the prices or nullify any sales that have been entered in the portal.
Taxes: All current and/or future taxes or similar fees including without limitation GST, value added tax, service tax and other local or municipal taxes shall be payable by the Retailer/Distributor/Star Distributor. Such amounts shall not be retained by the Retailer/Distributor/Star Distributor while retaining its commission. Payments made to the Retailer/Distributor/Star Distributor shall be subject to such with-holdings as prescribed under applicable law. Subject to the aforesaid, BBMS assumes no responsibility for the tax compliance of the Retailer/Distributor/Star Distributor.
Costs: All costs and expenses for operation of BBMS Kiosk 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/Distributor/Star Distributor.
Activity/Inactivity Charges: A minimum monthly charges plus Taxes may be levied by BBMS and the same shall be deducted from the Retailer/Distributor/Star Distributor’s Working Capital balance. The Retailer/Distributor/Star Distributor hereby agrees and acknowledges to pay such charges as intimated to the Retailer/Distributor/Star Distributor from to time.
Set off: BBMS may, deduct sums due from the Retailer/Distributor/Star Distributor under these Terms and Conditions from any sums due to the Retailer/Distributor/Star Distributor under the same and the Retailer/Distributor/Star Distributor hereby consents to such set off being made by BBMS.
The Retailer/Distributor/Star Distributor 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.
The Retailer/Distributor/Star Distributor 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/Distributor/Star Distributor.
Exclusivity And Non-Compete
During the continuation Term of this agreement, the Retailer/Distributor/Star Distributor 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):
engage in or participate in any business conducted under any name that shall be the same as or similar to the name of BBMS or any trade name used by BBMS.
Fraud/fake transactions: BBMS shall not be liable and/or responsible for any fraud/fake transactions occurring from the Retailer/Distributor/Star Distributor id by any third party. BBMS takes utmost care for encryption of the Retailer/Distributor/Star Distributor’s personal details. However, BBMS cannot control the misuse of the sensitive information like password/s once it is handed over to the Retailer/Distributor/Star Distributor. Retailer/Distributor/Star Distributors shall be responsible to follow standard guidelines for securing their id/password for the BBMS Software.
Warranties And Covenants of The Retailer/ Distributor/ Star Distributor Outlet
The Retailer/Distributor/Star Distributor 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 BBMS representative(s) and promptly report to BBMS any complaints or customer feedback relating to the Services which may come to the Retailer/Distributor/Star Distributor attention;
(c) Conduct its operations in compliance with applicable law, these Terms and Conditions and all guidelines and instructions that may be provided by BBMS from time to time;
(d) Promote BBMS 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 BBMS in 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/Distributor/Star Distributor 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 assignee or other personnel engaged by the Retailer/Distributor/Star Distributor to provide the Services to adhere to the dress code and professional conduct and etiquette as prescribed by BBMS from 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 BBMS;
(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 BBMS Services;
(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.
The Retailer/Distributor/Star Distributor agrees that it shall be solely liable and responsible for any seizure of instruments provided by BBMS to it by any governmental authority for its actual or alleged illegal and unlawful act.
The Retailer/Distributor/Star Distributor 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 BBMS business accordingly from time to time.
The Retailer/Distributor/Star Distributor agrees and undertakes to ensure that the contact details including phone number and/or any other credentials of the consumer/s which needs to be captured on BBMS platform for acknowledging the transaction done at BBMS network, should be genuinely of the customer and/or taken from the customer/s and the Retailer/Distributor/Star Distributor shall not put his own or any fake / wrong credentials on behalf of customer/s, in any manner whatsoever.
The Retailer/Distributor/Star Distributor also agrees that it shall during the Term of this Agreement, allow BBMS and/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/Distributor/Star Distributor in relation to the performance of the Services by the Retailer/Distributor/Star Distributor.
The Retailer/Distributor/Star Distributor shall co-operate with such internal or external auditors and/or as defined above to assure a prompt and accurate audit of the Retailer/Distributor/Star Distributor’s records and data and shall also co-operate in good faith and in best efforts basis with BBMS to correct any practices, which are found to be deficient as a result of any such audit within a reasonable time.
The Retailer/Distributor/Star Distributor shall perform its responsibilities under these Terms and Conditions diligently and shall strive to increase the sale of BBMS Services 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.
The Retailer/Distributor/Star Distributor agrees that all information disclosed by BBMS or which the Retailer/Distributor/Star Distributor 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; 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.
The Retailer/Distributor/Star Distributor also agrees that on and from the date of this Agreement all information, which the Retailer/Distributor/Star Distributor may obtain from BBMS pursuant to this Agreement, shall be kept confidential by the Retailer/Distributor/Star Distributor and shall not be disclosed to any third party, save and except with the prior written consent of the BBMS. The Retailer/Distributor/Star Distributor also agrees that on and from the date of this Agreement all information, which the Retailer/Distributor/Star Distributor may obtain from BBMS pursuant to this Agreement, shall be kept confidential by the Retailer/Distributor/Star Distributor and shall not be disclosed to any third party, save and except with the prior written consent of the BBMS.
Security of Confidential User Information:
Security of POS User ID and Password: