Airtel Payments BankTERMS AND CONDITIONS FOR CUSTOMER SERVICE POINT/BUSINESS CORRESPONDENT’S AGENT (“CSP”) ENROLLMENT FORM
DEFINITIONS AND INTERPRETATION:
“Applicable Law(s)” includes all statutes, rules, regulations, directives, judicial pronouncements and administrative guidelines that may be in force in India including the Payment and Settlement Systems Act 2007 and regulations thereto, Information Technology Act, 2000 (“IT Act”) and includes RBI Regulations, UIDAI Guidelines or NPCI Guidelines or any other legislation or regulation, rule relevant to the business of the Bank or BC, as amended or modified from time to time;
“Business Correspondent” or “BC” or “Principal” means business correspondent of the Bank appointed by the Bank as per Applicable Laws who will be the principal of the CSP;
“Customer Service Point” means and include any individual, entity or person appointed by the Principal as may be directed by Bank to perform the Services in the Territory for Principal to fulfill its obligations under this Agreement;
“Bank’s Promotional Materials” includes training materials, sales kits, banners, brochures, information leaflets, advertisement materials, user guides, products training materials, other literature containing Bank’s product specifications, all other Bank’s merchandising materials, software provided/licensed by Bank to the BC, developed either by Bank or jointly with BC, or any derivatives or improvisations thereof provided by Bank in relation to the Services;
“Customer(s)” means any person who has availed the Services from Bank and is serviced through the CSP;
“Customer Application Form (CAF)” means the application filled by the Customer (either electronically or physically) with the help of CSP;
“Intellectual Property Rights or IPRs” means all intellectual property rights and includes without limitation copyrights, patents, trademarks, service marks, trade logos, database rights, rights in names, characters, artwork, trade names and rights to extract data, registered and unregistered designs, trade secrets, applications for any of the foregoing and all other similar rights recognized as intellectual property rights; and
“RBI Regulations” shall include all regulations, guidelines, directions, circulars or instructions issued by RBI and includes any amendments or modifications to the same from time to time.
1. SCOPE OF SERVICES:
CSP shall perform the following specific operations duties and functions (“Services”) exclusively for Airtel Payments Bank Limited (“Bank”):-
1.1 Identifying potential Customers to avail the said Services
1.2 Creating awareness about savings and other products as may be prescribed by APBL from time to time;
1.3 Processing and submission of applications to banks;
1.4 Sale of other third party products including insurance, mutual funds, loans, pension products including Atal Pension Yojna, Pradhan Mantri Jeevan Jyoti Bima Yojana, and government schemes, as may be permitted under Applicable Laws;
1.5 Receipt and delivery of remittances / other payment instruments.
1.6 To perform all activities relating to the marketing, promotion and distribution of Services.
1.7 To facilitate various banking transaction(s) of the Bank including:-
i. Identification of account holders and fitment of activities;
ii. Facilitation of cash deposit and cash withdrawal from the accounts by the Customers or on behalf of the Customers as per the approved procedure.
iii. Facilitation of cash management services through collection of funds and deposits to entities/businesses as per the approved procedures and arrangements provided by the Bank.
iv. Facilitation payments through Aadhaar Enabled Payment Systems (AEPS) or Bharat Bill Payment Systems (BBPS) or utility bill payments or any other modes of payments as authorized by the Bank to be performed in accordance with Applicable Laws; and
1.8 Any other service that may be instructed by the Bank to CSP in writing (whether in electronic form or otherwise), which the Bank is permitted to perform from time to time as per Applicable Laws, which instruction or direction by the Bank to CSP will be binding on the CSP and shall form part and parcel of these Terms and Conditions.
1.9 CSP shall be diligent and honest in provision of Services and in representing the Bank and hereby represents that it will not introduce any products/process of the Bank without the prior approval of Bank;
1.10 CSP agrees not to enter into any arrangement or agreement whatsoever with any other bank for opening of bank accounts of such other bank. Hence, the Services with respect to opening of bank accounts for the Bank will be performed exclusively for the Bank;
1.11 CSP shall not engage in the business of providing same or similar service to any person / entity to that of the Services without the prior written consent of the Bank and will ensure that Customer database and account details are kept separate and there is no co-mingling of data;
1.12 It is expressly understood, that these Terms and Conditions neither confers any exclusive right to CSP to market Services nor gives any territorial right to CSP in the area allocated to him/her to deliver the Services.
1.13 CSP agrees and acknowledges that the Principal/Bank has a right to recover the amount erroneously credited into its account without taking their consent on such event of erroneous credits.
2. GENERAL OBLIGATIONS OF CSP
While performing the Services, the CSP will ensure the following:
2.1 CSP will comply with (i) all Applicable Laws including RBI regulations/notifications as amended from time to time in the performance of the Services and (ii) all rules and procedures concerning the conduct of the CSPs business relating to the Services reasonably prescribed from time to time.
2.2 CSP shall provide necessary system access to Bank for providing the Services and all Services shall be provided solely through Bank's Software/portal or will be recorded therein and no offline transactions will be carried out by the CSP. Bank may require the CSP to obtain biometric devices, if need be, which CSP agrees to obtain as and when requested by the Bank.
2.3 CSP shall furnish all requisite documentation, undertakings and indemnities as required under Applicable Laws to the Principal.
2.4 CSP will ensure that prior to enrolling any person to the Services of Bank the CSP shall collect and furnish the prescribed Know Your Customer (KYC) documents and information from the Customers.
2.5 CSP will verify the genuineness of the KYC documents in all respect by cross-checking the photocopy with the original copy of the document and deliver the CAF along with KYC documents copy to Principal/ Bank or its authorized representatives at regular interval.
2.6 To ensure that the Customer Application Form is complete and correct, it will be the CSP’s responsibility to confirm that:
(i) Customer’s recent photograph is affixed on the CAF,
(ii) Customer’s photograph on the CAF is to be tallied with the photograph on the POI,
(iii) In case e-KYC authentication cannot be performed or in case Customers give another officially valid documents for opening the bank account, the CSP will collect certified copy of the officially valid documents from the Customer, which will then be originally seen and verified as per RBI Regulations by an authorized officer of the Bank in accordance with RBI Regulations.
(iv) The details on the CAF tally with the details on the POI and POA documents submitted by the Customer.
(v) The applicable provisions of ‘Know Your Customer (KYC) norms / Anti-Money Laundering(AML) standards / Combating of Financing of Terrorism (CFT) / Obligation of banks under PMLA, 2002’ stand complied with at all times.
(vi) CSP will be responsible to exchange any soiled or torn currency notes submitted by the Customers so as to not cause any inconvenience to the Customers. CSP shall forfeit the counterfeit currency notes and will immediately inform the Bank of such instances.
(vii) CSP also has to be informed by the Principal / Bank about the consequent liabilities for any kind of non-compliance of this important activity.
2.7 CSP shall not charge any amount exceeding the prices communicated by the Principal/ Bank from time to time.
2.8 CSP shall ensure maintenance of records and documents as may be required as per law or regulations issued by RBI from time to time.
2.9 CSP shall ensure that all its employees and members of its staff are trained and certified as per the skill requirements laid down by the Principal/ Bank necessary training in this regard shall be given by the Principal/Bank.
2.10 CSP will comply with the Policies and Procedures prescribed by the Principal/ Bank at all times. CSP shall ensure that the banking services offered by CSP are not tied to the sale of any product of the Bank.
2.11 CSP shall maintain the adequate cash balance at his outlet to ensure that at any point, Services are not denied due to non-availability of funds. CSP shall further ensure that it has adequate balance with Principal/Bank and cash for facilitating Services and will be responsible for financial settlement between itself and Bank. This balance will be used for the purposes of depositing the funds from the Customers for deposit in and withdrawal out of their savings account, and payment for insurance premium or fees/commissions for any other third party product sold by the Bank through CSP and for the provision of Services by CSP on behalf of the Bank. This arrangement will be on pre-paid model and CSP shall ensure that the balance maintained by CSP with the Bank is at least the amount specified by the Bank to CSP, in writing (electronically or otherwise on the portal), so that Services to the Customers are not interrupted in any scenario. Such balance shall be reviewed by both the Parties during the subsistence of these Terms and Conditions. CSP shall at all times ensure that this amount never goes below a threshold amount as may be specified by the Bank from time to time to CSP, in writing, which will be a trigger for CSP to replenish the amount to bring it to the specified threshold. Bank will intimate in writing (electronically or otherwise on the portal) the limits on Customer payments and receipts, if any in line with the Applicable Laws, which will be binding on CSP and will be part and parcel of these Terms and Conditions.
2.12 CSP shall inform and educate the Customers with respect to the products offered by Bank as communicated by the Principal/Bank and shall not follow any unfair trade practice in marketing the Services.
2.13 CSP agrees to use its best efforts to set and meet minimum performance targets advised by Principal /Bank, from time to time. CSP shall furnish its action plan to meet any shortfall to Principal in writing. The Parties may re-set the targets of performance as per the market conditions. CSP acknowledges that continuity of Services, and quality of Services are essence of this Agreement. No temporary or permanent suspension of Services are permitted unless in case of force majeure event. Bank shall specify the service levels in relation to the Services in discussion with CSP from time to time, in writing, (in physical or electronic form). Notwithstanding anything contained elsewhere in the Agreement, such service levels shall form part of this Agreement and shall be strictly adhered to by the CSP. In the event, the CSP fails to adhere to the same, the Bank will be entitled to take appropriate action against the CSP including but not limited to termination of the Agreement or levy of the Penalty in accordance with this Agreement.
2.14 The rights, remedies and obligations of the Terms and Conditions can be assigned by the Principal or Bank on behalf of the Principal to any third party without the prior written consent of the CSP. The notice of such assignment will be provided by the Principal or Bank or assignee to the CSP within 30 days of such assignment.
2.15 The rights, remedies and obligation of the Terms and Conditions can be assigned by the CSP to its successor or assignee after taking prior written approval from the Principal and following prescribed process.
2.16 CSP shall have the required infrastructure for the purpose of carrying out its obligations under the Terms and Conditions. All the contractual and statutory payments including wages, salary, provident fund contribution, etc. shall be the sole responsibility of the CSP.
2.17 CSP shall maintain adequate independent manpower and other infrastructure to deliver Service including a) Laptop/desktop with adaptor-dual core free, from computer virus or computer contaminants, malware, viruses, black boxes, trapdoors etc.; b) power back up; c) smart phone; d) Printer, scanner and photocopier; or e) biometric authentication device compatible in accordance with Applicable Laws; or f) Micro ATM or any other device or machine required under AEPS guidelines; f) any other hardware or software as required by the Bank. It will be the responsibility of the CSP to ensure that the connectivity of the above mentioned equipment should be strong and meet bandwidth requirements for smooth facilitation of Services. CSP shall be responsible for the maintenance and repair of all equipment in their custody.
2.18 CSP shall not, at any time, either directly or indirectly, be engaged in the business of providing any service to any person / entity providing competitive Services or provide any third party with any information / data pertaining to the Services, without obtaining the prior written approval of the Principal.
2.19 CSP shall always cooperate with and assist the Principal or Bank and provide all documents and other relevant data and Information to assist in any Investigation of any allegation / Instance of fraud.
2.20 The books of accounts, requisite records, registers, additional records which may be required to be maintained under GST requirements, etc., shall at all times be maintained and preserved by the CSP as prescribed by Bank and in accordance with Applicable Laws.
2.21 CSP shall inform the customer of the customer grievance and query resolution process as Intimated by the Principal as may be laid down by Bank and will ensure that all queries or grievances of the customers in relation to banking services are duly addressed and CSP will take adequate steps /measures for the said purpose including educating general public and Customers adequately on the Services or features or interest rates or applicable bank charges and grievance redressal mechanism. If CSP has reasons to believe that customer is making false demands or claims, CSP will immediately notify the Bank.
2.22 CSP shall maintain stock of printed material, advertisement material, etc. which is used for the purpose of promotion and marketing of the Services.
2.23 CSP shall, at all reasonable times, permit Principal and / or its representatives from Airtel Payments Bank to inspect and take copies of all things material to the business that is the subject matter of this Terms and Conditions and for this purpose to enter any premises used in connection with the business.
2.24 In the event of any dispute arising between the CSP and a Customer or prospective end-user, the CSP shall forth with inform the Principal and provide the Principal with details of the circumstance of the dispute and shall not institute proceedings in respect of it without the prior written consent of the Principal. If any legal proceeding is instituted by any Customer, the CSP shall immediately intimate the same to the Principal and provide all documents and Information to enable the Principal to take appropriate action.
2.25 In the event where CSP observes, discovers and/or has reasons to believe, that Customer is making false demands, claims as part of the Services, the CSP shall immediately notify the Principal.
2.26 CSP agrees to undertake to market and promote the Services as may be instructed by the Principal / from time to time. CSP shall store service offerings / products in a proper manner and also get the same insured against all risks, at its own cost and shall hand them over to Principal / in a condition that will ensure that all service offerings / products reach the Customer in perfect appearance and usable condition.
2.27 CSP shall ensure that when Principal provides service offerings / products to the Customer, it will supply copies of the information leaflets, brochures, user guides which is necessary for the Customer to effectively utilize the Service. These leaflets, brochures and user guides shall be provided by Principal to the CSP, from time to time.
2.28 CSP shall not make any representation to Customers or otherwise give any warranty other than those contained in the standard terms and conditions laid down by the Principal / Bank from time to time.
2.29 CSP shall manage and handle cash to ensure adequate cash positions are maintained by itself to ensure service delivery to Customers of Bank and will be responsible for financial settlement between itself and the Principal / Bank.
2.30 CSP acknowledges and undertakes that CSP is not related or associated with any employees or other staff members of Bank in any manner.
2.31 CSP shall promote, and educate customers and prospective customers with respect to: (i) the services, (ii) all new product features, promotional schemes and other enhancements to the services, and (iii) Bank’s business, brands and goodwill, including through prominent display at its premises of Bank’s Promotional Materials and participation in sales promotion exercises and schemes undertaken by the Bank from time to time.
2.32 CSP represents and warrants that he has stable market standing /reputation and has sufficient income required to provide the Services and further represents that it shall not engage or deal in any illegal, anti-social or prohibited activity under the Applicable Laws including with respect to liquor, arms and ammunition, gambling, etc. and such like activities at this outlet.
2.33 CSP shall provide the services in a brick and mortar premise either owned or taken on lease by the CSP and shall comply at all times with all Applicable Laws or clearances
2.34 CSP shall not compel or induce any person for using Airtel Payments Banks payment services against sale of any other product or goods.
2.35 CSP while providing the Services will comply with Bharat Bill Payment System (BBPS) standards, procedural guidelines and inter-operability standards and service levels as prescribed under Applicable Laws.
2.36 The Promotional Material of the Bank shall be prominently displayed by the CSP at the location at which the Services are offered to the Customers. CSP is required to display a signage in local language (vernacular) indicating their status as CSP along with the name of the Bank, contact details and Banking Ombudsman of the area.
2.37 CSP will complete the basis test illustrating the DO’s and DONT’s before starting the business.
2.38 CSP represents and warrants that it does not have any criminal proceeding pending against him and further represents, warrants and declares that he or any person engaged by him is not involved in any criminal offence or otherwise is not a party to or subject to, any bye-law, law, dispute, injunction or order which would be contravened or breached or which may have a material adverse effect or impede in any manner the performance of the terms herein. CSP shall ensure that adequate safeguards are adopted to protect and keep Personal Sensitive Information (including Aadhaar related data of individuals) as defined under Applicable Laws confidential at all times. CSP will ensure proper background verification is conducted for any person engaged by him in accordance with the terms of these Terms and Conditions who handles or in any manner deals with Personal Sensitive Data including Aadhaar related data.
2.39 CSP will provide all possible assistance to each other in order to investigate any possible instances of unethical behavior or business conduct violations by an employee or agent of CSP. CSP will disclose forthwith any breach of these provisions that comes to its knowledge to allow for timely action in their prevention and detection. CSP will adopt appropriate processes to prevent offering any illegal gratification in the form of bribes or kickbacks in the course of all dealings with the Bank/Principal and undertakes not to accept any gift, commission or any sort of gratification from any person dealing with the Bank. In case of any such offerings, CSP shall immediately report the same to the Bank for Bank to take appropriate actions. Any instances of such violations will entitle the Bank to take all appropriate actions or remedies under Applicable Laws or steps to terminate the CSP.
2.40 CSP agrees that the Principal/Bank has full right to monitor and assess the performance of Services provided by the CSP under this Agreement and wherever the Principal/Bank discovers any deficiency or non-performance of the Services, the Principal/Bank shall instruct the CSP regarding the same and CSP agrees to rectify the deficiencies or to ensure compliance of the instructions of the Principal/Bank.
2.41 CSP will require to log in and log out daily into the Bank’s Technology Platform/API in the system provided by the Bank as per the instructions given by the Bank. CSP undertakes to not share the login credentials with any unauthorised persons.
2.42 CSP shall make sure that transaction is carried out in supervised environment. CSP shall ensure that the Customer is using his fingerprint for authentication and nothing is morphed on his finger nor using a silicon finger. CSP shall ensure that after each transaction CSP should immediately wipe the fingerprint reader sensor. CSP shall ensure that the Customer is not using any wax coating, or using fingerprint imprinted of any other person using any other device or by any method whatsoever.
2.43 CSP shall enter into transactions only in Indian Rupees, unless otherwise permitted by the Bank in writing in advance.
2.44 CSP shall ensure that the biometric put by the Customer is not forced or coerced by another person to put his biometric or biometric of other person.
2.45 In relation to AEPS transactions, CSP shall execute the request of the Customer, unless: (a) the funds available in the account of the Customer are not adequate or funds are not properly applicable/available to comply with the request (b) the request is incomplete or it is not issued in the agreed form, (d) CSP has reason to believe that the request is issued to carry out an unlawful transaction or (e) the request cannot be executed under the Applicable Laws.
2.46 CSP agrees to ensure that in case of failed/returned/rejected/cancelled banking transactions, that the amount equivalent to the value of banking transaction is credited back to the Customer’ account, immediately and inform the same to the Principal/Bank.
2.47 CSP understands that the Bank does not take any liability with respect to the source and color of money collected by CSP.
2.48 CSP shall not deny Services authorized by Principal/Bank to the Customers without any reason beyond its control.
2.49 CSP agrees to comply with data protection registrations and laws of India.
2.50. CSP shall take all care and caution in entering the Customer’s details for banking transactions in the Bank’s Technology Platform. CSP and Principal shall be solely responsible to resolve issues arising out of incorrect details and the Bank would not have any liability in such cases.
3. REPRESENTATION & WARRANTIES BY CSP TO PRINCIPAL/BANK:
a) CSP is eligible and capable to perform the Services and meets the eligibility criteria laid by RBI and/or the Principal/Bank if any from time to time.
b) CSP has a fair understanding of the financial services provided by the Principal/Bank;
c) CSP has a stable market standing and good reputation within the market;
d) CSP has the ability to handle cash as per RBI regulations;
e) CSP has the infrastructure required in rendering the Bank’s services and is fit to provide the Services of the Bank;
f) CSP has the requisite management and corporate governance measures in place (applicable for corporates);
g) CSP is financially sound to provide the Bank’s Services to the Customers and has the ability to implement technology solutions in rendering financial services;
h) CSP is fully equipped to preserve and protect the security and confidentiality of the Customer information in its custody in the format and manner required under law and by the Bank;
i) CSP understands and has been explained his roles and responsibilities with respect to Services that it will offer on behalf of the Bank;
j) Equipment, tools, technology and gadgets used by the CSP for providing the Bank’s Services to the Customers are of reasonable standards;
k) CSP has the ability to understand and explain the financial services offered by the Bank to the customers/prospects;
l) CSP has met the Principal/Bank in person and he is aware that he will be acting as an agent of the Principal and of the Bank. CSP understands that ultimate responsibility towards his employment, salary reimbursement and related aspects lies with the Principal and the Bank is not responsible for the same.
4. PRINCIPAL AND AGENT RELATIONSHIP: These Terms and Conditions are being entered on a principal-to-agent basis and CSP shall act as an agent of the Principal / Bank within the limits of authority hereby conferred in these terms and conditions to CSP by the Principal/Bank. CSP shall provide the Services in accordance with the provisions of these Terms and Conditions and Applicable Laws and in compliance with any operating guidelines that may be mutually agreed to in writing by the Parties. These terms and conditions will always remain subject to Applicable Laws and any amendments or modifications to the Applicable Laws shall apply to these Terms and Conditions at all times without making any amends thereto. These terms and conditions are entered into on arms-length basis and CSP is not a related party of the Bank under the Applicable Laws.
5. INDEMNITY:
5.1 The CSP shall compensate the Principal and Bank, its directors, employees, customers and affiliates, in case of any fraud, misconduct, default, negligence, breach of these terms and conditions, violation of Applicable Lawsand willful default on part of the CSP or in case of any incorrect data or details captured by the CSP of the Customers or prospective customers or the CSP Channel due to which any damage is caused to the Principal/Bank or bank(s) and/or its customers.
5.2 Principal/Bank reserves the right to offset any payment due to it from the Facilitation Fee, payable to the CSP and shall also be titled to appropriate, without prejudice, any such payment to any other liability, which at its own discretion it deems, the CSP owes to the Principal/Bank.
5.3 Each Indemnity as stated above is a continuing obligation, separate and independent from the other obligations of the CSP and shall survive termination or expiry of the Agreement.
5.4 Notwithstanding anything to the contrary contained in any other document / agreement, CSP requests and authorizes the Bank to act and rely on any instructions or communications or documents for any purpose (including but not limited to in relation to these Terms and Conditions or Services) which may be given by facsimile, telegraph, cable or email or such like electronic means (hereinafter collectively referred to as “Electronic Means”) by CSP or by its representatives. CSP understands and acknowledges that there are inherent risks involved in sending the instructions/communications/documents to the Bank via Electronic Means and hereby agrees and confirms that all risks shall be fully borne by CSP and CSP assumes full responsibility for the same. In this regard, CSP will not hold the Bank liable and hereby indemnifies the Bank for any demands, actions, liabilities, losses, damages, expenses or claims in any manner whatsoever including legal fees arising/suffered or incurred by the Bank upon Bank’s performing any act, wholly or in part in accordance with the instructions/communications/documents so received in Electronic Means (even if such instructions/communications/documents are not followed up by written confirmation to the Bank) which could be a result of any miscommunication, or technological error beyond the control of the Bank. Further, Bank shall not be responsible to ensure the authenticity, validity, or source of any instructions/communications/documents received via Electronic Means and shall not be liable if any instructions/communications/documents turned out to be unauthorized, erroneous or fraudulent. Bank shall be entitled to require any instruction/document in any form to be authenticated by use of any password, identification code or test as may be specified by Bank and CSP shall ensure the secrecy and security of such password, code or test and CSP shall be solely responsible for any improper use of the same. CSP will ensure that its Representative are bound by the above terms mutatis mutandis.
6. FACILITATION FEE
6.1 In consideration of the Services to be provided by the CSP and performance of the Terms and Conditions set forth herein, Principal or Bank shall pay commission to CSP as per the Bank’s policy. CSP will not directly or indirectly charge the Customers any fee for Services rendered by CSP on behalf of the Bank other than the Service Charge levied by the Bank for such Services.
6.2 The Payment shall be inclusive of all expenses, taxes or other taxes, levies, cost, expenses and charges which may be incurred or paid by the CSP during and with regard to the provision of the Services as contemplated here under. All payments by Principal/Bank (as the case may be) to the CSP shall be subject to deduction of tax at source as per provisions of Income Tax Act, 1961. In the absence of Permanent Account Number [PAN], Principal/Bank will deduct tax at higher rate as applicable under the Income Tax Act, 1961. Principal/Airtel Payments Bank will issue the TDS Certificate to CSP.
6.3 All expenses incurred by either the Bank or CSP for rendering of said Services shall be to the account of that party only. No costs, payments and expenses shall be borne by the Bank unless specifically mentioned herein. CSP shall deposit money in advance towards the limits transferred by the Bank for the Services to be rendered on behalf of the Bank.
6.4 CSP will raise complete invoice in compliance with Applicable Laws and GST provisions from time to time on mutually agreed terms. Bank will make payment by way of NEFT/RTGS/Credit in the account maintained with the Bank within 30(thirty) working days post receipt of the invoices by the Bank. CSP shall be liable for compliance and payment of all Taxes or any other charges for the provision of Services. Bank shall deduct TDS, other applicable Taxes from the payments due to the CSP according to Applicable Laws.
6.5 CSP shall comply with all the mandatory requirements under the GST Laws. In case any credit, refund or other benefit under GST is denied to the Bank or is denied due to any non-compliance by the CSP or due to furnishing of incorrect/incomplete documents by the CSP with the Government or Bank, CSP shall indemnify, defend and hold harmless the Bank and reimburse the Bank for such loss. Notwithstanding anything contained hereinabove, in case, any claim of input tax credit of GST is not made available to the Bank due to any non-compliance of GST Act including as amended from time to time by CSP, Airtel shall have the right to set off/adjust/reduce the amount of GST credit which is not available or which is so denied by an appropriate government authority, against any payment of the amount due to CSP along with interest, penalty or any other cost charged to Bank. CSP shall not claim any interest or other charges from Bank for withholding/setting-off the payments for the above reasons.
6.6 Bank shall be entitled to set-off, deduct, adjust any amount due and payable to the Bank by the CSP hereunder or under any obligation (monetary or otherwise) due towards CSP under any other agreement or arrangement.
7. TERMINATION
7.1 Principal/Bank can terminate or suspend this arrangement by giving 5 days' notice to the CSP.
7.2 The CSP can terminate or suspend this arrangement by giving 10 days' notice to the Principal.
7.3 Principal/Bank can immediately terminate or suspend this arrangement in case of inactivity in CSP’s account for a continuous period of 90 days.
7.4 Bank can immediately terminate this arrangement in case of any misrepresentation, fraud or misconduct or for not complying with these Terms and Conditions by CSP.
7.5 Principal shall have the right to immediately terminate these Terms and Conditions on receiving instructions from Bank. These Terms and Conditions will cease to be effective (save as otherwise provided herein) in case the CSP code is deactivated unless terminated earlier in accordance with these Terms and Conditions.
7.6 Any government authority (including Bharat Bill Payment Central Unit) may terminate the services of CSP in case of non-adherence to Applicable Laws (including BBPS Guidelines).
7.7 On termination of these Terms and Conditions for any reason whatsoever:
a) The CSP will immediately cease to represent Bank in any manner whatsoever and shall immediately cease use of the IPRs of Bank and shall return to Bank, in good condition, all Bank’s Promotional Materials and Confidential Information post retaining the copy thereof as per the Applicable Laws; In case of failure by CSP to return unused Bank’s Promotional Materials, Bank shall deduct the value of such materials from the amount due and payable or security deposit by the Bank to BC hereunder.
b) CSP shall immediately discontinue the provision of Services. However, the Services which are pending completion by the CSP prior to termination will be completed by CSP so as to not cause any discomfort to the Customers.
c) CSP’s rights under it shall cease and no payment whatsoever shall be due to the CSP for loss of goodwill, anticipated profits and any other claims or losses in respect of such termination. CSP hereby waives any claim to receive any compensation as a consequence of termination of these Terms and Conditions
d) CSP shall not be entitled to claim from Bank, its Affiliate(s) and/or its subsidiaries any compensation for costs or expenses incurred by it in either the setting up or promotion of its business or for any other matter relating to its appointment as the CSP.
e) All transactional amounts shall be transferred by CSP to the account of Bank no later than within 48 (forty eight) hours of termination.
f) CSP understands, acknowledges and agrees that the Bank, at its sole discretion reserves a right to levy a charge on termination of the CSP (either on account of inactivity or otherwise) as it may deem fit with a prior intimation to CSP. This right of the Bank survives termination of this agreement and arrangement between CSP and the Bank. CSP further understands, acknowledges and agrees that in case the balance amount of CSP’s account goes below the levy / charge communicated by the Bank to CSP, the Bank shall have the right to forfeit the amount lying in CSP’s account. Bank reserves the right to withdraw such levy or put a temporary hold on such charges as it may deem fit from time to time.
8. SECURITY DEPOSIT: As may be applicable and as requested by the Bank, CSP will be required to deposit an interest free refundable security deposit amount only by way of cheque, demand draft, NEFT or RTGS with the Bank for due performance of the Terms and Conditions and to secure the Bank against any loss or damage caused to the Bank on account of breach of the Terms and Conditions by CSP. CSP shall provide additional interest free security deposit only by way of cheque, demand draft, NEFT or RTGS, as and when intimated by the Bank, in view of the business requirements and transactions between the parties within a period of thirty (30) days of written intimation by the Bank to the CSP.
9. PUBLICITY: CSP shall not publish any article or statement, broadcast or make any communication of whatsoever nature to the press, including magazine publication relating to the Bank and/or any of the Bank’s Services without prior written permission from the Bank.
10. FATCA DECLARATION: CSP represents that is person resident in India. Further, the substantial owners or controlling persons of the CSP resident for tax purpose is in India for all purposes mentioned under Foreign Accounts Tax Compliance Act (FATCA) and Common Reporting Standard (CRS). CSP hereby agrees to immediately inform Bank within 15 days if there is any change in its residential status as per FATCA and CRS. CSP agrees that if required Bank shall also report, reportable details to CBDT/regulators or terminate these Terms and Conditions forthwith.
11. PENALTIES: The CSP shall not directly charge the Customers any fee for Services rendered by it on behalf of the Principal or Bank other than the charge levied by Bank for such Services. CSP understands that CSP will be responsible to exchange any soiled or torn currency notes submitted by Customers so as to not cause any inconvenience to the Customers. Further, the Bank will in no event whatsoever, be responsible for any counterfeit or fake currency notes submitted by Customers to the CSP. Additionally under no circumstances, fake/false receipts should be issued by the CSP for the willful fraud transaction done by the CSP which is not transacted through Bank’s software/portal. However, if any CSP is found and/or discovered doing any such malicious/wrong/willful/fraudulent acts and/or offline transactions, it shall be liable with such action by the Principal and/or Bank which may include but not be limited to, issuance of a show cause notice, suspension or termination of these Terms and Conditions and levying penalty as it may deem fit and the CSP will be 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.
12. CSP ACCOUNT FREEZE AND CLOSURE
The Bank has the right to freeze or close CSP account or restrict the rights of CSP to avail Bank Services if it is suspected that operations in CSP’s account are being carried out in disproportion to CSP’s profile submitted at the time of onboarding; or for any suspected violation of the Applicable Laws including rules, regulations, orders, directions, notifications issued by RBI or any other government authority as may be applicable from time to time; or for any violation of these Terms; or CSP has engaged or is engaging in any act or omission to defraud the Bank, its affiliates, users or otherwise engages in unlawful, fraudulent, suspicious or other activities which suggest malafide intent of the CSP; or on the grounds of order by competent court of jurisdiction and competent Government Authority and Quasi-Judicial bodies. Further, Bank also reserves the right to close or freeze the CSP account, for reasons which may include, but not limited to, any suspected discrepancy in the CSP Enrollment Form, to combat potential fraud, sabotage, willful destruction, money laundering activities, threat to national security, for any other force majeure reasons, suspicious transactions or for other reasons as per internal policies of the Bank, etc; if the same is due to technical failure, modification, upgradation, variation, relocation, repair, and/or maintenance due to any emergency or for any technical reason. Notwithstanding anything contained herein, Bank further reserves the right to apply freeze on the CSP’s account without any notice or intimation to CSP until further notice from the Bank.
13 . INTELLECTUAL PROPERTY RIGHTS: Except as provided for in these Terms and Conditions, CSP shall not acquire a right to use and shall not use without the Principal or Bank’s prior written permission in each instance, the names, characters, artwork, designs, trade names, trademarks, or service marks of Bank for any purpose and shall maintain all copyright, trademark, service mark or other proprietary notice on Bank’s Services and otherwise comply with Bank’s reasonable quality control requirements. The said Services shall be provided under the branding and trademark owned by Bank and, all goodwill associated with the brand name shall vest exclusively with Bank and CSP shall have no right, lien or interest in the same.
14 . CONFIDENTIALITY
14.1 In addition to all data that is marked as confidential, all data and information pertaining to the Customers or prospective customers including personal information and aadhaar details and, proprietary data and databases, all trade secrets, know how licenses, know how formula and processes shall be deemed to be confidential for the purposes of this Terms and Conditions. CSP will keep confidential all data provided by Principal or Bank and resultant data generated by it relating to the provision of the Services under this Terms and Conditions and will not use it for any purpose other than to perform its obligations under this Terms and Conditions.
14.2 The CSP shall keep confidential all data and information of Bank and/or its customers, which comes to its knowledge while providing the Services and shall not disclose such confidential Information to any third party without the prior written consent of the Principal / Bank and shall be liable in case of breach thereof.
15 . COMMUNICATION AND REVIEW:
15.1 . All notices, requests, demands and other communications shall be in writing and the same shall be deemed to be served, if given personally delivered or sent by registered mail or e-mail, SMS or other Electronic Medium to the address or mobile number given in this CSP Enrollment Application Form. Without prejudice to the foregoing, any notice shall conclusively be deemed to have been received two Business Days from the time of posting if sent by registered post, if communicated by fax, on receipt of confirmation of successful transmission, if sent by email/SMS/other electronic medium, upon receipt of confirmation of successful transmission.
15.2 CSP understands and acknowledges that Bank on its own discretion (through internal or external auditors) or on RBI’s instruction or persons authorised by RBI or any other Government or statutory or regulatory authority (collectively, called as the “Auditors”) will have the right to access, audit, inspect, investigate and make copies or extracts of and will have unrestricted access to, all financial statements, systems and processes and records (“the Documents”) pertaining to the provision of the Services by the CSP. CSP will extend co-operation for and during such inspection and/or audit and keep Bank/Principal duly informed and appraised of such inspections and/or audits. In case it is revealed that the CSP has overcharged the Bank/Principal or misrepresented, indulged in unethical practices, fraud or has in any way breached these terms, in addition other remedies available to Bank/Principal, the Bank will entitled to all or any of the following: (a)to recover the overcharged amount; (b) to suspend/stop all the outstanding/future payments to CSP; (c) to terminate the CSP; and (d) to levy penalties to CSP in accordance to its internal policies. CSP further agrees that in case the required access or inspection is not allowed to the Auditors in accordance with this Clause, for the purposes of inspection which results in imposition of supervisory fees by RBI or any other government authority upon the Principal/Bank, and the Principal/Bank is required to pay such supervisory fees to the government authority, CSP shall be liable to reimburse such amount(s) to the Principal/Bank including any penalty, interest levied and recovered by the government authority.
16. ETHICS AND CODE OF CONDUCT: Parties will provide all possible assistance to each other in order to investigate any possible instances of unethical behavior or business conduct violations by an employee or agent of the other Party. Either Party will disclose forthwith any breach of these provisions that comes to their knowledge to allow for timely action in their prevention and detection. CSP will adopt appropriate processes to prevent offering any illegal gratification in the form of bribes or kickbacks in the course of all dealings with the Bank and undertakes not to accept any gift, commission or any sort of gratification from any person dealing with the Bank. In case of any such offerings, CSP (s) shall immediately report the same to the Bank for Bank to take appropriate actions. Any instances of such violations will entitle the Bank to take all appropriate actions or remedies under Applicable Laws or steps to terminate these Terms and Conditions.
17 . JURISDICTION: The Terms and Condition shall be construed in accordance with the laws in India, and shall be subject to the exclusive jurisdiction of the courts of New Delhi in respect of any dispute or differences arising out of or in connection with the subject matter of this Terms and Conditions.
18. AMENDMENT: Principal/Bank shall always have right to add, delete, amend or alter all or any of the Terms and Conditions and such amended terms and conditions shall be binding on the CSP as per intimation to the CSP by the Principal. These terms and conditions together with any instructions or directions or mandates in writing or by way of email or letter sent by the Bank to CSP from time to time, constitutes entire arrangement between the Bank/Principal and CSP and supersedes prior agreements entered into between the parties. CSP agrees to be bound by such instructions, directions or mandates issued by the Bank/Principal from time to time.
19. MISCELLANEOUS
19.1 Person employed by or acting under the authority of the CSP shall not be deemed to be employees or agents of Bank and the CSP assumes full responsibility for their supervision and control.
19.2 CSP shall notify Principal in writing within forty-eight hours of commencement of any action, suitor proceedings or the issuance of any order, writ, injunction, award or decree of any court, agency or other governmental instrumentality, involving the subject matter of this Terms and Conditions.
19.3 CSP agrees not to subcontract any of the obligations to any person without the prior consent of the Principal and the Bank.
19.4 All provisions of these terms and conditions are severable and no part hereof would be affected by the invalidity of any such provision.
19.5 The failure of Principal/Bank to require the performance of any of the terms herein or waiver by Principal/Bank of any breach of any of the terms herein, will neither prevent a subsequent enforcement of such terms nor be deemed a waiver of any subsequent breach.
I have read and fully understood and hereby confirm to undertake, accept and abide by these Terms and Conditions.
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