CUSTOMER

SERVICE POINT (“CSP”) - RETAILER AGREEMENT

CSP – RETAILER AGREEMENT

BETWEEN
PAY POINT INDIA NETWORK LIMITED
AND
CSP-RETAILER
 CSP-RETAILER AGREEMENT
This Agreement is made at Mumbai on 22 date APRIL of 2020
BETWEEN
Pay Point India Network Private Limited, a Company registered under the Companies Act, 1956 with
Company Identity Number (“CIN”)as U74999MH2005PTC156130 and having its registered of ice at #
108-109, B-Wing, Everest Grande, Opp. Ahura Centre, Mahakali Road, Andheri (East) Mumbai,
Maharashtra PIN 400 093 (herein after referred to as “Pay Point”, which expression shall unless it be
repugnant to the meaning or context thereof be deemed to mean and include its successors and permitted
assigns) of the FIRST PART.
AND
Mr./Mrs. AMAN KUMAR SHARMA aged about 18 years, an Indian Citizen,
having a valid identification number AABF6EBE,
residing at C/O S/O ASHOK KUMAR SHARMA,A-7 SEC-8 NOIDA,SEC-8,FRONT OF SADHANA
TOWER,SEC-8 NOIDA,NOIDA,GAUTAM BUDDHA NAGAR,NOIDA,UTTAR PRADESH,INDIA,201301 and
carrying on the business in the name and style of Messer’s
[●]and having his Place of Business (herein after defined) at NAVIN BASTI BHARTHANA ROAD, BIDHUNA
AURAIYA, 206243, AURAIYA, UTTAR PRADESH (herein after referred to as
“CSP-Retailer”, which expression shall unless it be repugnant to the meaning or context thereof be deemed
to mean and include his/her successors) of the SECOND PART.
Pay Point, and CSP-Retailer are individually referred to as “Party” and collectively referred to as
“Parties”
RECITALS
A. Pay Point is engaged in the business of rendering various kinds of Services (herein after de ined) and in
this context, it has entered into several Business Correspondent Agreement/s (herein after de ined)
with Banks and Service Agreements (herein after de ined) with Other Service Providers (herein after
defined) on a PAN India basis.
B. Pay Point proposes to offer the Services of Banks and Other Service Providers to Customers (herein
after de ined) and in this context, Pay Point has entered into or proposes to enter into new Distribution
Agreements (herein after de ined) for distribution of the Services. The Distributors nominates
CSP-Retailers to and/or Pay Points itself appoints CSP-Retailers for rendering the Services as stated in n
this Agreement
C. The proposed CSP-Retailer intends to become a Customer Service Point of Pay Point for providing
speci ied banking services offered by Banks and/or other Services offered Other Service Providers as
stated in Annexure I to this Agreement on such terms and conditions as stated herein below.
D. The CSP-Retailer shall carry out the speci ied banking services offered by Banks through Pay Point only
if suf icient balance is maintained by the CSP-Retailer. For the purpose of this Agreement, suf icient
balance shall mean trading balance covering the value of CSP-Retailer's transactions.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement
and for other good and valuable consideration, the Parties agree as follows:
ARTICLE 1
DEFINITIONS AND CONSTRUCTION
1.1 Definitions
In this Agreement (including the recitals), the following terms, to the extent are not inconsistent with
the context thereof, shall have the following meanings assigned to them herein below:

1.1.1 “Accounts” shall have the meaning set forth Article 8.1 to this Agreement

1.1.2 “Additional Infrastructure” shall mean such infrastructure as stated in Annexure 2 which is
provided by Bank/s or by Online Service Providers for carrying out the Services offered by Banks
and/or by Online Service Providers through Pay Point.

1.1.3 “Aadhaar number” shall mean the meaning assigned to it under clause (a) of section 2 of the
Aadhaar (Target Delivery of Financial and Other Subsidies, Benefits and Services) Act, 2016.

1.1.4 “Af iliate” shall mean with respect to the Parties, any person directly or indirectly controlling,
controlled by, or under direct or indirect common control with, such Parties; and includes any
officer, employee, agent, sub-contractor or representative of such Parties.
1.1.5 “Agreement” shall mean this CSP – Retailer Agreement and shall include any modifications and
alterations hereto made in writing between the Parties.

1.1.6 “Authentication” means the process by which the AADHAR number along with demographic
information or biometric information of an individual is submitted to the Central Identities Data
Repository for its veri ication and such Repository veri ies its correctness or the lack thereof on the
basis of information available with it.
1.1.7 “Bank” shall mean a banking company which is recognised by the Reserve Bank of India
(“RBI”) for carrying on banking related activities within in the meaning of Banking Regulation
Act, 1949.

1.1.8 “Banking Day” shall mean a day (other than a Sunday and Public holidays as de ined by the Central
Government by way of a noti ication in the Of icial Gazette to be a Public Holiday within the meaning
of the Negotiable Instruments Act, 1881) on which Banks are open for normal banking business.
1.1.9 “Banking Services” shall mean the services offered by the Bank/s as per their charter documents
and includes such services rendered by Banks from time to time as per the prevailing rules and
regulations issued by RBI.
1.1.10 “Basic Infrastructure” shall mean electricity, power backup, hardware requirements such desk,
table, a desk top computer or a lap top, internet connectivity, licensed software, adequate anti-virus
software, a printer, a web camera, inger print scanner which are to be installed by CSP-Retailer at his
Place of Business which are necessary to run the prescribed programmes and Pay Point web links.
1.1.11 “Biometric information” means photograph, finger print, IRIS scan, or such other biological
attributes of an individual as may be specified by regulations;

1.1.12 “Business Correspondent Agreement” shall mean an agreement entered into between Pay Point
and any Bank for rendering various Banking Services (As set out in Annexure I) and agreed between
Bank and Pay Point and shall include such amendments as are made from time to time.
1.1.13 “Calendar Year” shall mean the year commencing from January 1st and ending on December 31st
of each year.

1.1.14 “Customer/s” shall mean any person who purchases the product or avails the services of Banks
and Other Service Providers. It shall also include persons who directly or indirectly use the services
from the CSP-Retailer at Pay Point at the Place of Business.

1.1.15 “Customer Service Point” or “CSP” shall mean a Place of Business (herein after defined) where the
CSP-Retailer would enrol several Customers for opening savings bank account, no-frills account or
tiny savings bank account or tiny deposit account and facilitate sourcing of deposits and loan
products from Banks for the benefit of the Customers.
1.1.16 “CSP-Retail Manual” shall mean the online policy handbook which includes FAQs, training
material, web site access links, branding material, commission payable and such other terms and
conditions issued by Pay Point to CSP-Retailer from time to time, which are to be complied by the
CSP-Retailer throughout the Term of this Agreement.
1.1.17 “Collected Amounts” shall mean collection of cash or receipt of cash from Online Transfers
effected from payment of Tax Invoice or GST Invoice made by the Customers at the CSP- Retailers
Place of Business or directly into the credit of Pay Point bank account.

1.1.18 “Demographic Information” includes information relating to the name, date of birth, address and
other relevant information of an individual, as may be speci ied by regulation for the purpose of
issuing an AADHAR number but shall not include race, caste, religion, tribe, ethnicity, records of
entitlement, income or medical history.
1.1.19 “Data” shall mean and includes a representation of information, facts, concepts, opinions or
instructions in a manner suitable for communication, interpretation or processing by humans or by
automated means;

1.1.20 “Daily Cash Limit” shall mean maximum cash balance that the CSP-Retailer can hold in his custody
at his Place of Business and such limits shall be as specified in ANNEXURE 3 and/or in the CSP-Retail
Manual.

1.1.21 “Effective date of this Agreement” shall mean the date on which the Parties have executed this
Agreement at their respective ends.

1.1.22 “Financial Year” shall mean a year starting from the Effective date of this Agreement and ending
on the succeeding March 31stCalendar Year. It is clari ied that from April 1st of the succeeding
Calendar Year, the Financial Year shall commence from April 1st and end on 31st March of the
succeeding year.
1.1.23 “Infrastructure” shall mean the aggregate of Basic Infrastructure and Additional Infrastructure
installed at the Place of Business.

1.1.24 “Intellectual Property Rights” (“IPR”) shall mean, on a worldwide basis, any and all a) rights
associated with works of authorship, including copyrights and moral rights, b) Trademarks, c) Trade
Secrets, d) Patents, designs, algorithms and other industrial property rights, e) other industrial and
industrial property rights of every kind and nature, however designated, whether arising by
operation of law, contract, license or otherwise, and f ) registrations, initial applications , renewals,
extensions, continuations, divisions or reissues thereof now or hereafter in force (including any
rights of the foregoing)
1.1.25 “Minimum Requirements” shall mean a Place of Business with a minimum size of 12 feet X 8 feet
able to host the Infrastructure.

1.1.26 “Non-Refundable Registration Charge” shall have the meaning assigned to it in Article 7

1.1.27 “Online Services” shall mean services provided by Online Service Providers.

1.1.28 “Online Transfer” shall mean transfer of Collected Amounts by CSP-Retailer into the credit of Pay
Point account either by using NEFT/RTGS/IMPS or such other method/s as may be specified by Pay
Point from time to time.
1.1.29 “Original Title Documents” shall mean the original sale deed or lease deed or such other
documents relating to the Place of Business which evidences the ownership rights or the leasehold
rights of the CSP-Retailer in the Place of Business.
1.1.30 “Other Service Provider/s” shall mean companies other than Banks who provide services as
specified in Annexure I to this Agreement and with whom Pay Point has entered into a Service
Agreement for extending, distribution, collection etc of services of Other Service Providers through
CSP-Retailers.
1.1.31 “Pay Point ID” shall mean the access card or token or login-password access issued by Pay Point
after the appointment of the CSP-Retailer under the terms of this Agreement.

1.1.32 “Place of Business” shall mean CSP which is either owned or leased by the CSP-Retailer where the
Infrastructure is housed to carry on the terms and conditions as contained in this Agreement.

1.1.33 “Services” shall mean and include:

1.1.33.1 Kiosk Banking

1.1.33.2 The collection of bills;
1.1.33.3 Air booking;
1.1.33.4 Bus booking;
1.1.33.5 Rail booking;
1.1.33.6 Hotel booking;
1.1.33.7 Travel related services;
1.1.33.8 Cash Card sales and re-loading of cash cards;
1.1.33.9 Distribution of Financial Services and
1.1.33.10 Collection of cash from Customers
any other services mentioned in Annexure 1 to this Agreement and shall include such services as may be
notified by Banks and Other Service Providers or by Pay Point from time to time.
1.1.34 “Sensitive Personal Data” shall include personal data revealing, related to, or constituting as may
be applicable
1.1.34.1 passwords;
1.1.34.2 financial data;
1.1.34.3 health data;
1.1.34.4 official identifier;
1.1.34.5 sex life;
1.1.34.6 sexual orientation;
1.1.34.7 biometric data;
1.1.34.8 genetic data;
1.1.34.9 transgender status;
1.1.34.10 religious or political beliefs or affiliation;
1.1.34.11 any other category

1.1.35 Tax Invoice/GST Invoice” shall mean any bill or document or an acknowledgment issued by a
Bank evidencing Services rendered to Customer/s or issued by Other Services Provider to
 Customer/s for the services rendered or yet to be rendered to the Customer and that the amounts
mentioned in the bill or document or acknowledgement is due and payable by Customer/s to the
Bank or to the Other Service Provider through CSP-Retailer or directly to the credit of Pay Point as the
case may be.
1.1.36 “Territory” shall have the meaning as specified in Annexure 5 to this Agreement.
1.1.37 “Working day” shall mean each day when the Place of Business is open to conduct normal
business of the CSP-Retailer.

1.2 Construction

1.2.1 Any reference in this Agreement to any statute or statutory provision shall be construed as
including a reference to that statute or statutory provision as from time to time amended, modi ied,
extended or re-enacted whether before or after the date of this Agreement and to all statutory
instruments orders and regulations for the time being made pursuant to it or deriving validity from
it.
1.2.2 The words "hereof," "herein" and "hereunder" and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular provision of this
Agreement. The words "include", "including" and" among other things" shall be deemed to be
followed by "without limitation" or "but not limited to" whether or not they are followed by such
phrases or words of like import.
1.2.3 Unless the context otherwise requires words denoting the singular shall include the plural and vice
versa and words denoting any gender shall include all genders and the words denoting persons shall
include bodies corporate unincorporated associations and partnerships.
1.2.4 Unless otherwise stated time will be the essence of contract for the purpose of either Party's
obligations under this Agreement.

1.2.5 Unless otherwise stated references to articles, clauses, sub-clauses relate to this Agreement.

1.2.6 Words or phrases used in this Agreement which are not de ined in ARTICLE 1.1 above may be
defined in the context in which they are used, and shall have the respective meaning there designated,
unless the context otherwise requires.
ARTICLE 2
2.1 COMMENCEMENT AND TERM: This Agreement shall commence from the Effective Date and the Term
of each Agreement shall extend upto 30 t h September 2022, unless terminated before as per the
provisions of Article 17 of this Agreement. It is clarified that CSP-Retailers who are on boarded with Pay
Point six months prior to 30 th September 2022 shall have the Term of this Agreement
 extend upto 31 st December 2022. Thereafter, the CSP-Retailers who onboarded between 1 st April 2022
to 30 th September 2022 shall renew their Agreement with Pay Point.

2.2 CSP-Retailer acknowledges that arrangement under Article 2.1has been stipulated to facilitate Parties to
take stock of the prevailing laws and regulations as on 30th September, 2022 and enter into new,
modi ied agreement to incorporate the prevailing laws on 30 th September 2022 or thereafter. However,
termination stated in2.1 above shall not take place with such Customers who have any disputes or
outstanding amounts to be paid to Pay Point or to any Bank or Other Service Provider. It is clari ied that
renewal as stated in Article 2.1 will take place post closure of outstanding disputes or payment of all
outstanding collected amount.

ARTICLE 3
SERVICES
3.1 PROVISION OF SERVICE BY CSP-RETAILER AT PLACE OF BUSINESS

3.1.1 The CSP-Retailer shall provide the Services strictly in accordance with the terms of this Agreement
and the CSP-Retailer Manual. In the event of any con lict with any provision of this Agreement and
the CSP-Retailer Manual, the terms of this Agreement shall prevail.
3.1.2 The CSP-Retailer agrees to distribute the services offered by Banks as speci ied banking services
from time to time. The CSP-Retailer will commence with offering the following services at his Place of
Business:
3.1.2.1 Business Facilitator (“BF”) activity through CSP-Retailer for Financial Inclusion Plan
(“FIP”)in rural area and for Non FIP area;
3.1.2.2 Tiny Savings Bank through CSP-Retailer, opening and maintaining if No Frill Account
3.1.2.3 Cash Deposit, withdrawal opened by banks under Mitra Accounts;
3.1.2.4 Pay Point – ATM
3.1.2.5 Loan Deposit;
3.1.2.6 Flexi Term Deposit;
3.1.2.7 Recurring Deposits;
3.1.2.8 Fund Transfer (Non-Cash Transaction)
3.1.2.9 Tatkal Money Transfer;
3.1.2.10 IMPS Transaction;
3.1.2.11 AEPS Transaction;
3.1.2.12 E-KYC / Aadhar Seeding;
3.1.2.13 E-KYC based Tiny Saving Bank Account;
3.1.2.14 Payment for Utility Bill Payment Collection.
3.1.2.15 Any other services Pay Point India may introduce.
3.1.3 Pay Point shall enjoy exclusivity at the CSP-Retailers Place of Business. The CSP- Retail shall source
and provide services of Banks and Other Service Providers authorized by Pay Point only.
 The CSP- Retailer appointed shall be assigned the nearest Bank branch (if required). The Bank and/or
Other Service Providers will provide login ID and Password to facilitate carrying on the Services as
stipulated in this Agreement.

3.1.4 A CSP-Retailer who avails the Services of one Bank under the provisions of this Agreement is
prohibited from availing the similar Services offered by any other bank. Any breach of this condition
will result in termination of this Agreement by Pay Point. Any cost incurred including legal cost if any
shall be solely borne by CSP-Retailer if he fails to comply with the term contained herein.
3.1.5 CSP-Retailer should incur expenses on installing Basic Infrastructure or if he is already in his
possession Basic Infrastructure, he shall ensure that they are in a reasonably good condition to run
the programs prescribed by the Banks or Other Service Providers to run the Pay Point web links or
carry out services offered on Pay Point platform.
3.1.6 The cost and maintenance of Basic Infrastructure and Additional Infrastructure will be borne by
CSP-Retailer. Any breakdown in hardware and software or in the Infrastructure should be promptly
informed to Pay Point. The cost of all such break down, maintenance or repairs shall be solely borne
by CSP-Retailer.
3.1.7 CSP-Retailer shall be provided necessary guidelines and support besides training to start business
effectively. Such support and trailing will be provided either in person or through online CSP-Retailer
Manual. The CSP-Retailer cannot insist on personal training if Pay Point decides to share all the
training material by online mode.
3.1.8 CSP-Retailer shall render the services through sub-kiosk subject to the condition that CSP- Retailer
has obtained prior written approval of the Bank before engaging sub-kiosk operator
(s). Notwithstanding approval of the Bank for sub-kiosk, CSP-Retailer shall remain liable to the Bank
for acts/ omissions of sub- kiosk operator.

3.1.9 CSP-Retailer shall ensure that before engaging sub-kiosk operator, the CSP-Retailer shall carry out
due diligence process on sub- kiosk operator to the satisfaction of the Bank and Bank should have
access to such records. The CSP-Retailer shall ensure that suitable documents including
con identiality agreement are obtained from the sub- kiosk operator and the CSP shall ensure that the
secrecy and faith of Bank’s data/processes is maintained.
3.1.10 CSP-Retailer shall adhere to the performance standards in respect of services and products as
detailed in Annexure I hereunder written, which forms part and parcel of this Agreement. Pay Point
and the Bank reserves the right to change / vary / the contents of Annexure I by advising the same to
CSP-Retailer in writing and upon such advice, the amended Annexure I shall become effective.
3.1.11 CSP-Retailer undertakes that ones he takes up the Bank CSP services, he shall not enter into a
 similar service with other banks.
3.1.12 CSP-Retailer shall ensure that all operations of sub-kiosk operators are as per Article 7.3
concerning general obligations of CSP-Retailer with respect to sub-kiosk operators.

3.1.13 CSP-Retailer speci ically agrees that Pay Point and the Bank shall be entitled to inspect and audit the
records maintained by CSP-Retailer through its of icers/employees or agents / auditors as may be
decided by Pay Point and by the Bank at its sole discretion.

3.1.14 CSP-Retailer shall interact with the Customers in its Territory and perform all activities for a
consideration to be paid by Pay Point.

3.1.15 CSP-Retailer shall maintain secrecy of transaction carried on with the Customers according to Fair
Practice Code and Data Privacy laws as covered in Article 16 to this Agreement.

3.1.16 CSP-Retailer shall be responsible for issuing online receipts as acknowledgements to Customers for
the Collected Amounts. CSP-Retailer to ensure that, for cash collections at the Place of Business from
off-line transactions, the aforesaid acknowledgements should be issued to Customers and copies of
these records have to be maintained properly by CSP-Retailer. Further, it is clari ied that the serial
number on the acknowledgment should in a sequential order and the CSP-Retailer should maintain a
system generated bill book for each Financial Year. All costs related to non-compliance of this clause,
including legal cost, if any or penalties or charges by Banks or regulatory charges for non-compliance
of this condition will be borne by CSP-Retailer.

3.1.17 With respect to illiterate Customers, CSP-Retailer shall follow the guidelines issued by IBA, RBI or
the respective bank from time to time.

3.1.18 CSP-Retailer shall not issue fake notes; all the costs related to issuance of fake notes including any
legal costs, penalties, charges by Banks or regulator will be solely borne by CSP-Retailer.
3.1.19 CSP-Retailer should not resort to harassment and intimidation for lending and collection of dues
from the borrowers or from the Customers or their relatives or their friends.
3.1.20 CSP-Retailer shall at all times ensure that Services are provided from the Place of Business. In the
event the CSP-Retailer intends to change the Place of Business, he shall give prior written notice of
one month to Pay Point. Pay Point shall have the option to permit the change of Place of Business
subject to the compliance of clause 3.1.14 to this Agreement.
3.1.21 That, it shall be the responsibility of the CSP-Retailer to obtain a No-Due Certi icate (“NDC”) from
Pay Point con irming that all Collected Amounts have been transferred to Pay Point. CSP Retailer to
obtain a No Objection Certi icate stating that the CSP-Retailer has complied with all terms of this
Agreement at the time of making an application for change in Place of Business.
3.1.22 Pay Point reserves the right to reject the new Place of Business, if Pay Point is not satis ied with
such new Place of Business and if the same is not suitable for the provision of the Services or does not
have the Minimum Requirements speci ied in this Agreement. It is clari ied that the new Place of
Business shall be as per Minimum Requirements or such other requirements as speci ied by Pay
Point or by regulatory authorities and the cost related to such re-installation of Infrastructure shall be
solely borne by CSP-Retailer.
3.1.23 It shall be the responsibility of the CSP-Retailer to take at most care of the Additional Infrastructure
installed in the Place of Business. Any technical breakdown in the Additional Infrastructure not
attributable to his/its negligence should be informed to Pay Point immediately. Any physical damage
to the Additional Infrastructure shall be attributable to the negligence of the CSP-Retailer and the cost
of repair/serving etc of the Additional Infrastructure shall be borne by the CSP-Retailer.
3.1.24 CSP-Retailer should secure properly any access card issued by Pay Point to access the Additional
Infrastructure. In the event of loss of access card, CSP-Retailer shall immediately inform of such loss
of access to Pay Point. It is clari ied that any loss/damage that may be suffered on account of loss of
misuse of such Additional Infrastructure shall be to the account of the CSP-Retailer and Pay Point
shall not be responsible for any such loss or damage.
3.1.25 The CSP-Retailer shall verify the Bill/s issued by Banks and Other Service Providers and ensure that
the following are complied with:

3.1.25.1 That the Collected Amounts shall be in accordance with the terms of contained in the Bill;

3.1.25.2 That the amount paid by the Customer shall be within the due-date speci ied in the Bill. That for
any reason, if the amount paid by the customer is delayed beyond the due-date speci ied in the Bill,
the CSP-Retailer shall collect the applicable fine or interest from the Customer.
3.1.25.3 That, the CSP-Retailer should immediately up-date the details concerning Collected Amounts on
the Infrastructure to facilitate communication of the same to Pay Point. It is clari ied that such
up-dations should be done by the CSP-Retailer either manually or electronically using chip-based
technology or such other technology shared by Pay Point as part of the Additional Infrastructure.
For the purpose of this Agreement, it is clari ied that the Additional Infrastructure installed by the
CSP-Retailer at the Place of Business are for furtherance of the business of Banks, Other Service
Providers and Pay Point as per the terms of this Agreement.

3.1.25.4 That, the Online Transfer of Collected Amounts or physical handing over of the Collected
Amounts shall be done on a daily basis.

3.1.25.5 That, the CSP-Retailer shall not hold in his custody cash-in hand exceeding the Daily Cash Limit. If
at any stage during the day ensure that if the cash-in hand exceeds the Daily Cash Limit,
CSP-Retailer should immediately do an Online Transfer into the credit of Pay Point
 and only after reducing the cash-in hand balance below the Daily Cash Limit should he/it accept
cash from Customers remitting their Bills.

3.1.25.6 The CSP-Retailer agrees that the Complaints/feedback, if any received from the Customers of the
Bank in respect of the Services by Customer Service Providers shall be recorded and Pay Point/
Bank/Reserve Bank of India shall have access to such records and redressed of customer
complaints by the Service Provider.
3.1.25.7 CSP speci ically agrees that Pay Point and the Bank has full right to monitor and assess the
performance of services by CSP and wherever Pay Point & the Bank discovers any de iciency or
non-performance of the services up to the mark, Pay Point & the Bank shall instruct the CSP in
writing and CSP agrees to rectify the de iciencies or to ensure compliance of the instructions of Pay
Point & the Bank. CSP will comply with all the directions of DFS/IBA/RBI applicable for the BC
channel. The requirement of DFS/IBA/RBI will be mandated to the SP from time to time. The SP is
obliged to implement the same within allocated time.
3.2 ADVERTISEMENTS:

3.2.1 The CSP-Retailer shall promote the Services offered at the Place of Business. It shall do so by
advertisements, digital marketing, hoardings, circulars, banners, entries in telephone or trade
directories or such other forms of advertisements and/or publicity as may be approved by Pay Point
within a particular Territory.
3.2.2 CSP-Retailer shall ensure that the promotional or advertising material as provided by Pay Point or
Business Associate from time to time to CSP shall be displayed conspicuously at all times in the CSP
outlets/Place of Business in accordance with the directions issued by Pay Point.
3.2.3 The CSP-Retailer undertakes not to advertise in any manner that may harm the reputation or
goodwill of Pay Point or its subsidiaries or its holding company or any of the Business Associate. It
shall at all times undertake to protect and enhance the brand of Pay Point and Business Associate.
The CSP-Retailer shall be liable for any costs, ine or penalties including legal costs, if any incurred by
Pay Point or by Business Associate for the purpose of wrongful advertisements or any
misrepresentations under this clause.
3.3 INTRODUCTION OF NEW SERVICES

3.3.1 Upon introduction of any new/additional Services, Pay Point will intimate the CSP-Retailers of the
new/ additional services that will be made available from the Place of Business to the Customers. Pay
Point India reserves the right of directly informing the CSP-Retailers of the new/additional services.
3.3.2 Within seven (7) days from the date of such communication, the CSP-Retailer shall con irm to offer
the new/additional services to the customers or express his non-acceptance to carry out such
new/additional services.
3.3.3 In the event of non-acceptance of the offer for new/additional services, Pay Point shall have the
right to appoint other CSP-Retailers around the Place of Business to carry out business in the
new/additional services.
3.4 CERTAIN NOTIFICATIONS:
3.4.1 The CSP-Retainer shall give prior notice of 30 days to Pay Point for any changes in the Place of
Business as stated below:

3.4.1.1 The Opening hour of the Place of Business;

3.4.1.2 The days on which the CSP-Retailer intends to keep the Place of Business closed for any personal
reasons. It is clari ied that if at any time, the CSP-Retailer has kept the Place of Business closed on
account of medical reasons, he shall cause to inform Pay Point at the earliest.
3.4.1.3 The days when the Place of Business is not available for access or for inspection on account of
any festival or religious ceremony.

3.4.1.4 Any other matter which could affect the provision of Services from the Place of Business.
3.5 CONSEQUENCES OF NON-COMPLIANCE WITH THIS ARTICLE:
3.5.1 Failure of the CSP-Retailer to comply with the requirements of this Article shall lead to cancellation,
termination or suspension of this Agreement at the sole discretion of Pay Point.

3.5.2 If Pay Point on their own accord find out that the CSP-Retailer is not in compliance with the terms of
this Agreement, this Agreement shall be cancelled or terminated by Pay Point and such decision of
Pay Point to cancel or terminate this Agreement shall be final.

3.5.3 The CSP-Retailer has to enter into a fresh agreement if he fails to comply with the terms of this
Agreement his Security Deposit shall be forfeited.

ARTICLE 4
SETTLEMENT
4 SETTLEMENT OF COLLECTED AMOUNTS

4.1 The CSP – Retailer shall maintain all the Collected Amounts in a proper and orderly manner and
ensure that no damage is caused to the Collected Amounts and to all other documents, information etc
required to be delivered to Pay Point.

4.2 The CSP-Retailer shall do Online Transfer of Collected Amounts to Pay Point account or cause to
 deposit the Collected Amounts into the account of Pay Point. CSP-Retailer should preserve the
acknowledgement for cash deposited into Pay Points account.

4.3 The CSP-Retailer shall be responsible for handing over the Collected Amounts to Pay Point on each
Working Day. The CSP-Retailer shall, handover the aggregate of the Collected Amounts received by the
him during such Working Day to Pay Point or to any other person nominated by Pay Point.
4.4 In the event Pay Point has reason to believe that the Collected Amounts on any Working Day is likely to
exceed the limits assigned to the CSP-Retailer, the CSP-Retailer shall deposit either (i) the amounts
collected until such time, or (ii) such amount as may be noti ied by Pay Point. Upon such deposit, the
limit assigned to the CSP-Retailer shall be increased by Pay Point after veri ication of the CSP-Retailer’s
credit.
4.5 It is clari ied that in the event of the CSP-Retailer's failure to remit the Collected Amounts on any
Working Day to Pay Point within the aforesaid stipulated time, the same shall be construed as a breach
of this Agreement and Pay Point shall at its sole discretion, subject to the other legal remedies available
in law, may been titled to terminate this Agreement forth with. It is further clari ied that the CSP-Retailer
shall also be liable to make good any loss or damage equivalent to the Collected Amounts inclusive of
any interest, penal/default interest, etc that may be suffered by Pay Point on account of or as a result of
any breach/default by the CSP-Retailer of this Agreement.
ARTICLE 5
CONSIDERATION

In consideration of the CSP-Retailer entering into this Agreement and rendering the Services hereunder,
the CSP-Retailer shall be entitled such commission as set out in ANNEXURE - 4 ("Commission payable to
CSP-Retailer"). It is agreed between the Parties that the CSP-Retailer's commission shall be modi ied from
time to time at the sole discretion of Pay Point. It is clari ied that the CSP-Retailer’s charges shall be
inclusive of any Goods and Service Tax (GST)&TDS , as may be applicable from time to time.
ARTICLE 6
NON-REFUNDABLE REGISTRATION FEE

Unless otherwise agreed in writing, the CSP- Retail agrees to give a onetime non-refundable registration
fee to Pay Point for enrolling and registering himself as the CSP-Retailer. This registration fee is
non-refundable and is a charge towards setting up costs of speci ied banking operations by the CSP-
Retailer.
ARTICLE 7
GENERAL OBLIGATIONS OF THE CSP-RETAILER
7.1 Accounts: The CSP-Retailer shall keep accurate and separate records and accounts in respect of the
Services covered under this Agreement ("Accounts") in an orderly manner. The CSP-Retailer shall
 also provide all the information, records and accounts it receives from the CSP-Retailers to Pay Point on
a daily basis.

7.2 Place of Business: The CSP-Retailer represents that he has the right, title or interest over the Place of
Business and that the said Place of Business is free from any encumbrance or court orders or liens

7.2.1 The CSP-Retailer should make available the Original Title Documents of the Place of Business for
inspection to Pay Point and if need be also share photo copies of the Original Title Documents for
record keeping of Pay Point. The CSP-Retailer should also submit a copy of the electricity bill of the
Place of Business to evidence the rights of an owner or that of a lessee.
7.2.1.1 CSP-Retailer will provide such cooperation as the Bank reasonably requests in order to give full
effect to the provisions of this Agreement.

7.3 Sub-Kiosk Operators:

7.3.1 CSP-Retailer shall ensure that their sub-Kiosk operator:
7.3.1.1 are holding minimum qualification of clearing 12 th grade to be eligible for selecting them as a
sub-kiosk operator;
7.3.1.2 the sub-kiosk operator shall offer regular services to the Customers at the Place of Business;
7.3.1.3 shall ensure that the sub-kiosk operators are trained properly to handle with care, their
responsibilities especially calling Customers to solicit business or hours of calling, maintaining data
privacy of the Customer details and
7.3.1.4 ensuring that the correct terms and conditions applicable to the Banking Services or Other Services
are offered to the Customers.
7.3.1.5 shall adhere to the Fair Practice Code for lending and for collection of dues whilst acting as a
recovery agent, subject to qualifying DRA 5 training and having a certi icate to collect dues and to
re-take securities into possession.
7.3.1.6 shall refrain from any action which damages or potentially damages the integrity and reputation of
the Bank.
7.3.1.7 shall not resort to intimidation or harassment of any kind either verbal or physical against any
person in their debt collection efforts, including acts intended to humiliate publicly or intrude the
privacy of the borrowers or their family members, referrals or friends.
7.3.1.8 shall not make any threatening or anonymous calls or making false and misleading
representations.
7.3.1.9 CSP-Retailer shall ensure that due diligence is done on selected sub-kisok’s or his agents or
employees. CSP-Retailer shall further endure that a police verification is carried out for all the
appointees.
7.3.1.10 not engage in levying service charges over and above the Bank’s advised rates. CSP-Retailer will
be liable for any actions of the sub-kiosk operators or his agents and employees.
7.3.1.11 are having interoperable devices with updated specifications released by Bank/IBA/RBO and any
other agency.
7.4 Installation of Infrastructure at Place of Business and maintenance thereof.
7.4.1 The CSP-Retailer shall ensure that the Infrastructure will be installed at the Place of Business in
accordance with the instructions given in this Agreement and/or in the CSP-Retailer Manual.

7.4.2 The CSP-Retailer shall ensure that Infrastructure installed at the Place of Business, once installed
shall not be re-positioned or removed, expect with the prior intimation to Pay Point.

7.4.3 The CSP-Retailer may nominate any person on his behalf to carry out the operations at the Place of
Business. The KYC details of the person so nominated should be furnished by CSP- Retailer either to
Pay Point. Any change in the nominated person should be promptly informed to Pay Point within a
reasonable time.
7.4.4 The CSP-Retailer undertakes not to sell the products/ services at prices above or below the marked
price as indicated by Pay Point and/or not to overcharge the Customer the fee/ charges prescribed by
Pay Point or by any Banks and Other Service Providers. The CSP-Retailer shall be directly liable to
Pay Point, for breach of this condition.
7.4.5 The CSP-Retailer undertakes not to indulge in or promote any unlawful, illicit or illegal activity or
purposes pertaining to the line of business of the agreement or products mentioned herein. Any such
activity noticed by the CSO in the market place must be brought to the notice of the Company
immediately.
7.4.6 T h e CSP-Retailer shall be responsible for payment of any consideration to such nominated
person/s. Further, if any loss or damage arises or is accrued at the Place of Business on account of
negligence of the nominated person, such loss or damage shall be borne by the CSP-Retailer.
7.4.7 CSP-Retailer shall ensure that any person nominated by him to carry out the operations in the Place
of Business should be trained by Pay Point or by any person nominated by Pay Point. CSP- Retailer
undertakes not to nominate any person who has not or will not be availing the required training for
carrying out the operations at the Place of Business.
7.4.8 The CSP-Retailer shall ensure that the Additional Infrastructure provided by Pay Point shall be
maintained in a good workable condition at all times and ensure that such infrastructure shall be
kept protected against any loss or damage or theft or from fire.
7.4.9 The CSP – Retailer shall obtain an insurance cover from a reputed insurance company for the value
of the Infrastructure installed in his Place of Business. If for any reason, there arises a loss or damage
to the Additional Infrastructure, CSP-Retailer undertakes to indemnify Pay Point all cost incurred by
Pay Point in procuring and installing the Additional Infrastructure at his Place of Business. If at any
stage during the continuance of this Agreement, Pay Point is of the view that CSP-Retailer has to
furnish additional insurance cover, Pay Point shall intimate CSP for such additional insurance cover
and the CSP- Retailer undertakes to make good the additional
 insurance cover from a reputed insurance company within 7 working days. The CSP-Retailer
undertakes to pay the premium or on such additional insurance.
7.4.10 That if for any reason, CSP-Retailer fails to indemnify Pay Point within a reasonable time, the loss or
damage arising to the Additional Infrastructure on account of such damage shall be recovered by Pay
Point from the Security Deposit.

7.4.11 If there is any shortage in the Security Deposit, then the CSP-Retailer undertakes to remit the
de iciency immediately on receipt of intimation of such short-fall into the credit of Pay Point Bank
Account or to such other account as may be nominated by Pay Point.

7.4.12 The CSP-Retailer is not permitted to sell/ transfer/ assign/ sublet the rights under this agreement to
any third party and/or assign terminal to any other party.
7.4.13 The CSP is not permitted to transfer or shift the Place of Business from one place to another place
without the prior approval of Pay Point. The CSP shall be responsible and held liable for any
unauthorized copying or modifications thereto.
7.4.14 If this Agreement is terminated by either of the Parties, CSP-Retailer is obligated to return the
Additional Infrastructure to Pay Point within 15 days from the date of termination of this Agreement.
Failure to return the Additional Infrastructure in good and normal working condition shall make him
be liable for the replacement costs of the Additional Infrastructure. In the event, CSP-Retailer fails to
return the Additional Infrastructure, the Security Deposit as stated in Article 6 will be forfeited. All
risks including the risk of destruction by any kind or loss of equipment in any way shall pass on the
CSP-Retailer, upon taking delivery of the Additional Infrastructure from Pay Point.
7.5 Maintenance of books of accounts and/or other details
7.5.1 The CSP-Retailer shall be responsible for the proper maintenance of the Collected Amounts and all
transaction documents arising as a result of providing the Services under this Agreement in an
orderly and secure manner and preserve the details in good condition throughout the tenure of this
Agreement and even for a period of three years after the Term of this Agreement.
7.5.2 CSP-Retailer undertakes to maintain all types of registers prescribed by Bank. It has to be
maintained and shown as towards Pay Point Services. Format of the register will be given by
Company and register will be at cost of CSP-Retailer.
7.5.3 The CSP-Retailer shall ensure that the charge slips, reversal slips, documents etc. that are required to
be handed over to Pay Point or to its representatives shall be handed over in good and proper
condition and not in mutilated condition.
7.5.4 CSP-Retailer shall maintain and ensure safe custody of all records to enable the Banks/ RBI or any
other inspection agency appointed by them to inspect his books of accounts/documents.
 Pay Point shall have all the rights to monitor and assess the performance of CSP-Retailer and instruct
the CSP-Retailer to rectify the de iciencies as pointed out as a result of audit conducted by the
Company/Bank/RBI.

7.5.5 That, it shall be the responsibility of the CSP-Retailer to periodically reconcile the Collected Amounts
with the Bills and share a Management Information Sharing (“MIS”) report to Pay
Point at such intervals as may be specified in this Agreement or in the CSP-Retailer Manual.
7.6 OTHER OBLIGATIONS OF CSP-RETAILER:
7.6.1 CSP-Retailer will report on the suspicious Customers to Pay Point and will provide proper
information as and when sought by Pay Point about the any Customer.

7.6.2 CSP-Retailer may be required to do KYC of the Customers availing Pay Point services, and the
retailers must follow all the guideline issued by Pay Point for this purpose.
7.6.3 CSP-Retailer agrees to maintain proper record & safe custody of all transactions, documents
relating to customers, also agrees to send scanned copy of documents of customer documents to Pay
Point for record purpose, and also to send periodically original documents sent to Pay Point.
7.6.4 The CSP-Retailer should have paid applicable property taxes for the Place of Business to the
concerned authorities.

7.6.5 The CSP-Retailer undertakes that he shall not indulge in any activity at the Place of Business or
outside of which could bring disrepute or adversely affect the reputation or good will of Pay Point or
of the Banks or Other Service Providers of Pay Point.
7.6.6 The CSP-Retailer shall take all reasonable precautions to secure the Place of Business and the
Infrastructure housed in the Place of Business.
7.6.7 The CSP-Retailer shall not cede or assign any of its rights or obligations in terms of this agreement
without the prior written consent of Pay Point.

7.7 Intellectual Property Rights (“IPR”)

7.7.1 The Ownership and copyright and any other IPR relating to any software program associated with
Additional Infrastructure shall vest solely with the Company.

7.7.2 Any Trademarks, Patents, Designs or Copyright in any of the products or services rendered by the
Banks or Other Service Providers or by Pay Point shall respectively always belong to the Banks or
Other Service Providers or Pay Point as the case maybe. CSP-Retailer shall use these IPRs strictly in
accordance with the terms of this agreement for the purpose of promotion of business of Banks or
Other Service Providers and that of Pay Point.
7.7.3 Bank has full right, title and interest in and to all software, copyrights, trade names, trademarks.
service marks, logos symbols and other proprietary marks (including appropriate limited right of use
of those owned by any of its vendors, af iliates or subcontractors) which it provides to the
CSP-Retailer through Pay Point, for use related to the services to be provided under this Agreement,
7.7.4 CSP-Retailer hereby undertakes to promptly produce all records and information required for this
Purpose / for the purposes of inspection and audit. CSP-Retailer shall provide access, to the Of icers /
employees / representatives / agents or auditors of Pay Point & the Bank to the premises / places
where such records are kept / maintained. Pay Point & the Bank shall have a right to obtain copies of
any audit report, review reports and indings made on the CSP in connection with the services
performed by SP for the Bank.
7.7.5 CSP-Retailer speci ically agrees that it shall allow access to RBI or persons authorized by RBI or its
employees/of icers or other persons to inspect and access the documents, accounts, records of
transactions and all necessary information in possession of, or stored or processed by the
CSP-Retailer within a reasonable time. The persons authorized by RBI shall have right to obtain
copies of the records, information etc. in possession of CSP-Retailer. CSP-Retailer further agrees that
in case access is not allowed to the persons authorized by RBI for the purposes of inspection which
results in imposition of supervisory fees by RBI upon the Bank, and the Bank is required to pay such
supervisory fees to RBI, CSP-Retailer shall be liable to reimburse to the Bank such fees including any
penalty, interest levied and recovered by RBI.
7.7.6 The Customer Service Provider agrees to preserve the documents and data in respect of the
Services for such period in accordance with the legal/regulatory obligation of the Bank in this regard,
7.7.7 The CSP- Retailer represents and under takes that it will not at any time during the term of this
Agreement or after the termination or expiry of this Agreement:
7.7.7.1 Assert any right to or over the IPR;
7.7.7.2 Make any copy of the IPRo ther than for the purpose of per forming its obligations under this
Agreement; or
7.7.7.3 Take appropriate or represent the IPR to be its own.
7.7.7.4 The CSP-Retailer shall take all precautions necessary to protect the IPR including the CSP-
Retailer Manual or any material to beused for advertising the Services.In particular, the CSP-
Retailer shall inform Pay Point with in 24(twenty-four)hours of becoming
aware of any in fringement of the IPR by any third parties. The CSP-Retailer shall take such
reasonable action as Pay Point directs in relation to such infringement.
7.7.7.5 The CSP-Retailer shall on the expiry or termination of this Agreement, forth with ceases touse
any and all the IPRs of the Business Associate or that of Pay Point.
 7.7.7.6 The CSP- Retailer shall not make any unauthorized use of the IPRn or use the IPR for any
purposeotherth an for the performance of it sobligation sunder this Agreement. For the
purpose of this Agreement.

7.8 EXPENSES

The CSP-Retailer shall be solely responsible for all expenses,including but not limited to electricity
charges,salaries of its employees(including statutory dues,ifany,payable to such employees),
telephone line bills,traveling expenses and such other expenses as may be in curred by the Retailer in
performing it sobligations under this Agreement. It is clari ied that at no point in time shall the
employees of the CSP-Retailer be treated as employees of Pay Point and Pay Point shall not be liable or
responsible for any payments that may be required to be made to the employees of CSP-Retailer.
7.9 CUSTOMER RELATIONS

7.9.1 The CSP-Retailershall deal with Customersina courteous manner and shall hand letheir complaints
in accordance with the procedures set out in this Agreement or in the CSP-Retailer Manual.

7.9.2 The CSP-Retailer shall properly record the complaints that are received by the CSP- Retailer from the
Customers in connection with the Services and shall pass the details ofall
such complaints to Pay Point as soon as reasonably practicable but, in
any event,with in 2(two) Banking Days.The CSP-Retailer is obligated to follow any instructions that
Pay Point may give it in order to remedy such complaint and/or to preventits recurrence.
7.10 OTHER OBLIGATIONS OF CSP-RETAILER

7.10.1 That, the CSP-Retailer should display a notice board at a conspicuous place in his Place ofBusiness
of the association with Pay Point. That, the content of the notice board displaying the association
should be approved by Pay Point and should be in accordance with the CSP- Retailer Manual.
7.10.2 That, the CSP-Retailer should fully co-operate with Pay Point and allow them access to the Place of
Business and to inspect the performance of the CSP-Retailer in terms of this Agreement and the
CSP-Retailer Manual.
7.10.3 That, the books of accounts of CSP-Retailer shall be subject to audit and inspection by Pay Point.
7.10.4 The CSP-Retailer shall be liable for any amount due or those which have become payable prior to
the date of suspension/disconnection. Pay Point reserves the right to offset any payment due from
the trading balanceif any, payable to the CSP-Retailer and shall also be entitled to appropriate,
without prejudice, any such payment to any other liability, which, at its own discretion it deems, the
CSP-Retailer owes to Pay Point/ RO relating to Pay Point.
7.11 COMPLIANCE WITH LAWS

7.11.1 The CSP-Retailer agrees that all the terms and conditions mentioned herein are all material to this
agreement and agrees to comply therewith. The obligations herein shall apply jointly and severally
to the CSP-Retailers and his representatives. The provisions of this Agreement shall, as far as
permitted by law, be binding upon the parties, executors, trustees, curators, legatees, heirs and
other successors.

7.11.2 CSP- Retailer shall be liable for applicability of laws concerning rendering of services as provided
under this Agreement. CSP-Retailer shall maintain and procure necessary licenses and approvals
from relevant authorities as per the law. CSP-Retailer shall be liable for compliance of applicable
labour laws and retirement benefits, in respect of his /her establishments.

7.12 FEES, TAXES AND PAYMENTS

7.12.1 CSP- Retailer shall be paid fees and commission in the manner announced by Pay Point from time
to time or as amended from time to time and will be subject to TDS and other taxes as per the laws
applicable.
7.13 AMENDMENTS AND NOTICES:

Pay Point may with notice to CSP-Retailer cancel or withdraw, with immediate effect, any effective
discount applicable to the CSP-Retailer. A notice sent to the CSP-Retailer shall be deemed to have been
received by CSP-Retailer within seven (7) days after the dispatch date. The CSP-Retailer shall be bound
by the amendments and/or substitutions unless Pay Point has been noti ied otherwise in writing
within seven (7) days after receipt of notice.

7.14 Commission Payments

CSP-Retailer’s commission under this Agreement is strictly on sharing based. Pay Point is solely
authorized to decide the percentage of sharing. Commission will be distributed after receipt of
con irmation from the concerned Business Associate. Process time will be up to 15 working days. If
Pay Point is changing commission, then Pay Point will inform the CSP-Retailers by e-mail only.
ARTICLE 8
GENERAL OBLIGATIONS OF PAY POINT
8.1 General Obligations:
8.1.1 Pay Point shall have sole and exclusive right of whether to approve or decline or to enter into this
Agreement with CSP-Retailer or alternatively to exclude the offering of certain Services or plans as
contemplated herein.
8.1.2 It shall be the obligation of Pay Point to install the Additional Infrastructure at the Place of Business
of the CSP-Retailer.

8.1.3 PayPoint shall inform CSP-Retailer from time to time the release of any new/additional services.

8.1.4 PayPoint shall create awareness and train the CSP-Retailer or any of his/its nominated person to
operate and transact business on the Additional Infrastructure. If, PayPoint deems it necessary and
after the request of the CSP-Retailer, Pay Point shall assist CSP-Retailer in connecting Additional
Infrastructure with the Additional Infrastructure to facilitate smooth and seamless functioning.
8.1.5 Pay Point shall circulate the CSP-Retailer Manual to the CSP-Retailer. The CSP-Retailer shall at all
times remain the property of Pay Point.

8.1.6 Pay Point may, in its discretion, require that such part of the Collected Amounts received by the
CSP-Retailer in cash be deposited by the CSP-Retailer on the same Working Day during the banking
hours of the bank nominated for this purpose by Pay Point or on a day immediately succeeding that
Working Day if that Working Day was a not a Banking Day. Immediately upon deposit of such
amount in the bank account noti ied by Pay Point, the CSP-Retailer shall notify the same either by
facsimile or email to Pay Point. The remaining part of the Collected Amounts which has not been
received in cash shall be remitted by the CSP-Retailer to Pay Point in accordance with ARTICLES 4.2
and 4.4 herein above.
8.1.7 It shall be the sole discretion of Pay Point to increase the Daily Cash Limit of CSP-Retailer.
8.1.8 Pay Point may amend or substitute any terms and conditions of this Agreement and/or any charges
by giving a thirty (30) days’ notice addressed to the CSP-Retailer or by including the amendment or
substitution on or with a statement sent to CSP-Retailer.
8.2 Training the CSP-Retailer or his nominated person

8.2.1 Pay Point or any of its nominated person/s shall provide training to the CSP-Retailer or to any of
his/its nominated person for such duration as may be considered necessary by Pay Point to enable
the CSP-Retailer or his nominated person to carry out the operations in the Place of Business. Pay
Point con irms that if any additional training over and above the training already provided shall be
charged to CSP-Retailer at such rates as may be informed by Pay Point from time to time.
8.2.2 Pay Point shall not be liable for any loss or damage which may arise at the Place of Business and to
this extent CSP-Retailer undertakes to indemnify Pay Point for actual and potential loss or damage.
ARTICLE 9
REPRESENTATIONS AND WARRANTIES OF CSP-RETAILER

9 CSP-Retailer represents and warrants to Pay Point:

9.1 That the CSP-Retailer is a natural person and is a permanent resident of India, with a capacity to
contract has a valid identity card issued by the appropriate authority and that he has no criminal case or
no criminal records against him and has made available the same by way of a declaration to Pay Point.
9.2 CSP-Retailer shall procure a proof of having a positive CIBIL score. Further CSP-Retailer confirms that
he is not a defaulter of any bank or financial institution.

9.3 That in the event the CSP-Retailer is not a natural person, it has con irmed through its authorized
person that that it is an arti icial juridical person duly incorporated under the laws, rules and regulating
governing such arti icial juridical person and that he/it has all powers and authority to carry on its
business as stipulated under this Agreement.
9.4 The execution, delivery and performance of this Agreement are within his powers and that in the case
of an artificial juridical person, such powers are duly authorised to its authorised representative.
9.5 The execution and performance of this Agreement by either of the Parties does not and shall not violate
any provision of any of the existing Agreement with any of the party and any other third party.

9.6 That this Agreement has been duly executed and delivered by him and that it constitutes a legal and
binding obligation on him enforceable against him, except to the extent the enforcement is modi ied on
account of illness or death of the CSP-Retailer, under which circumstances, the legal heirs of the
CSP-Retailer shall be obligated to execute and deliver the terms contained in this Agreement.

9.7 On the other hand, if the CSP-Retailer is an arti icial juridical person, then any corporate actions
including but not limited to bankruptcy, or re-organization by way of merger/de-merger etc shall result
in the transfer of obligations of the CSP-Retailerto such newly formed entity. Save and except
bankruptcy, CSP-Retailer undertakes to take prior approval from Pay Point that any change in its
constitution shall take place only after obtaining prior consent from Pay Point.
9.8 The CSP-Retailer hereby gives his/its express consent for execution of this Agreement and
 undertakes to comply with the terms of the Agreement. Further, the CSP-Agreement con irms that it
has not violated any Government rules, permit, consent or any provision of law which the CSP- Retailer
is subject to.

9.9 The CSP-Retailer confirms that there is no pending law suit against him nor are there any potential law
suits which may delay or hinder or limit or prevent or threaten enjoin the performance of its
obligations under this Agreement. Further a CSP-Retailer who is an arti icial juridical person
undertakes to issue a litigation certi icate from an independent Advocate that it does not have any
pending law suit against it nor are there any potential law suits
9.10 The CSP-Retailer confirms that as on the date of executing this Agreement, he is a solvent person or a
solvent company as the case may be.

9.11 The CSP-Retailer con irms that any and all information provided by him whether stated in this
Agreement or in any other document or communication shared with Pay Point is true, complete and
accurate in all aspects.
ARTICLE 10
NON-COMPETE
10.1 Non-Compete:During the Term of this Agreement and until the expiry of 3 (three) years from the
date of termination of this Agreement, the CSP-Retailer shall ensure that neither it nor any of its
Affiliate shall:

10.1.1 Directly or indirectly engage in or undertake the provision of any services that directly or
indirectly compete or conflict with the services offered under this Agreement.

10.1.2 Directly or indirectly engage in or undertake the development of any product or services that is
likely to con lict with any obligation of CSP-Retailer under this Agreement or in which it is likely that
the CSP-Retailer may use any confidential information provided to it by Pay Point.
10.1.3 Make or cause to make any employment offer, whether as an employee, consultant, advisor or
otherwise, directly or indirectly to any person employed or associated with Pay Point.
10.1.4 Directly or indirectly solicit, offer any service similar to the Services offered by Pay Point or
Business Correspondent under this Agreement or engage or deal with any client or customer of Pay
Point or the Business Associate.
ARTICLE 11
PRINCIPAL TO PRINCIPAL AGREEMENT
12.1 PRINCIPAL TO PRINCIPAL BASIS: This Agreement has been entered on a principal-to-principal
basis and nothing contained in this Agreement shall be deemed to constitute a partnership, joint
venture or employer and employee relationship between Pay Point and the CSP-Retailer or with Pay
Point.
12.2 CSP-RETAILER AND BANKs:It is speci ically agreed that the CSP-Retailer shall act as independent
service provider and shall not be deemed to be the agent of bank; except in respect of banking
transactions which gives rise to principal agent relationship by implication. Neither CSP- Retailer nor
its employee shall be entitled to claim permanent absorption or bene it against the bank. Pay Point and
the CSP- Retailer are independent businesses and the arrangement between them is purely
contractual as governed by the terms and conditions of respective CSP-Retailer Agreement and
nothing contained herein shall be interpreted in such a way as to imply that Pay Point , or its regional
of ice, if any the CSP- Retailer are partners or employer/employees, joint undertakers or shareholders
for any purpose whatsoever.
12.3 CSP-RETAILER AND OTHER SERVICE PROVIDERS:It is speci ically agreed that the CSP-Retailer
shall act as independent service provider and shall not be deemed to be the agent of Other Service
Providersexcept in respect of carrying transactions for Other Service Providersin this
Agreement,which gives rise to principal agent relationship by implication. Neither CSP- Retailer nor its
employee shall be entitled to claim permanent absorption or bene it against the Business Associate.
Pay Point and the CSP- Retailer are independent businesses and the arrangement between them is
purely contractual as governed by the terms and conditions of respective CSP- Retailer Agreement and
nothing contained herein shall be interpreted in such a way as to imply that Pay Point , or its regional
of ice, if any and the CSP- Retailer are partners or employer/employees, joint undertakers or
shareholders for any purpose whatsoever.The CSP- Retailer shall not, without the prior written
consent of Pay Point, perform any of its obligations under this Agreement by employing
sub-contractors or agents.
ARTICLE 12
SUB-CONTRACTING

12.1 BY PAY POINT: Pay Point may perform of its obligations under this Agreement by employing sub-
contractors or agents and the performance of any obligations by any such person shall constitute
performance by Pay Point.

12.2 BY CSP-RETAILER: The CSP-Retailer shall not, without the prior written consent of Pay Point,
perform any of its obligations under this Agreement by employing sub-contractors or agents.

ARTICLE 13
INDEMNITY AND LIMITATION OF LIABILITY
13.1 INDEMNITY:

13.1.1 In the event of any default committed by the CSP-Retailer or by his employees, the CSP-Retailer
shall fully indemnify Pay Point, its Directors, and its employees from and against any and all cost,
loss, expenses, liability, claim or damage of whatsoever nature (direct, indirect or consequential
losses including any liability for legal fees and expenses) which Pay Point or any of its employees in
cursor suffers as a consequenceof,or would not have arisen but for any default
 committed bythe CSP-Retailer or its employees, nominated persons,in the due
and punctual performance of any of the CSP-Retailer/sobligations under this Agreement or any
breach of this Agreementor CSP-Retailer Manual, tortuous act or omission by the CSP-
Retailer or any or its employees,or nominated person inrespect of any matter arising from the
performance and/or observance of the obligations by the Retailer asset out in this Agreementor
CSP-Retailer Manual.
13.1.2 To indemnify Pay Point against any losses, penalties or damages suffered by the Company as a
result of the CSP-Retailer or its outlet failure to comply with all obligations, which may fall on the
CSP-Retailer arising out of this Agreement, including annexures hereto and any service level
procedure manuals, as shall be made available to the CSP-Retailer from time to time.

13.1.3 CSP-Retailer to procure the compliance of the Place of Business with all provisions of this
agreement in the same manner as the CSP-Retailer is obliged to comply therewith.

13.1.4 CSP-Retailer to indemnify Pay Point against any loss, penalties or damages, suffered by Pay Point
or failure at the Place of Business to comply with any or all of its obligations arising as a result of
executing this Agreement.
13.2 Limitation of liability:

13.2.1 In no event shall PAY POINT be liable, whether under contract, tort (including negligence), strict
liability, or any other cause of or form of action whatsoever for cost of money, loss of pro its, loss of
use of capital or revenue or any other incidental, special or consequential loss or damage of any
nature arising at any time or from any cause whatsoever, or for punitive or exemplary damages.
13.2.2 Pay Point is hereby exempted from and shall not be liable under any circumstances whatsoever to
the CSP-Retailer for any loss, damage whether direct, indirect or consequential or otherwise,for any
loss of pro its, or other special damages of any kind whether within contemplation of the parties or
not that the CSP-Retailer may suffer as a result of any breach of its obligations under this agreement
or otherwise.
13.2.3 CSP-Retailer indemni ies Pay Point, its directors and employees against any action for damages or
otherwise (resulting as a direct or indirect consequence of the Company's performance) brought
against it, by Customer/s and/or an end user and/or any other party in bank.
ARTICLE 14
CONFIDENTIALITY
14.1 The Parties recognize that each of them will be given and have access to con idential and proprietary
information of the other Parties. The Parties undertake not to use any of such con idential information
for their own corporate purposes without the prior written consent of the
 Party owning such information and shall use their best efforts to keep con idential and not to disclose
to any third party any of the other Parties' con idential and proprietary information. The Parties shall
also cause their respective managers, investors, partners, directors, employees, of icers and any other
Persons to whom the above-mentioned information is disclosed to and execute a letter of
confidentiality to the effect provided in this Article.
14.2 The obligationsof confidentiality shall not apply to any information thatwasdeveloped
independentlybytheParty:

14.2.1 was known to the Party prior to its disclosure by the disclosing Party;
14.2.2 has become generally available to the public (other than by virtue of its disclosure by the receiving
Party);

14.2.3 may be required in any report or statement submitted to any governmental or regulatory body;
or
14.2.4 may be required to comply with any law, order, regulation or ruling applicable to any Party
hereto.

14.2.5 The provisions of this ARTICLE shall survive for a period of 36 months after the expiry of the
Term or the date of termination of this Agreement.

14.3 CSP- Retailer is aware that all information disclosed by the bank or received by him are con idential
in nature and having regard to the sensitive nature of such information and record, he has speci ically
agreed to maintain secrecy and confidentiality to all the information.
14.4 CSP- Retailer agrees to identify bank and Pay Point against all actions, claims, losses, frauds including
legal fee which bank may incur or suffer due to breach of con identiality clause. Such claims shall be
binding on CSP- Retailer.

14.5 The CSP- Retailer shall not, without the prior written consent of Pay Point use or disclose any
information whatsoever relating to any transactions to any other person or otherwise use any
information acquired by it in relation to the Customers other than for the purposes of this
agreement, unless such information is required to be disclosed by statutory or regulatory authority of
competent jurisdiction.
ARTICLE 15
DATA PRIVACY

15.1 ADHERENCE WITH DATA PRIVACY LAWS/PERSONAL DATA PROTECTION BILL, 2019 AND
OTHER PREVAILING LAWS OR JUDGEMENTS ON DATA PRIVACY :CSP-Retailer undertakes to
adhere with the prevailing data privacy laws or the Data Protection Bill, 2019 or of the report of
Justice B N Shri Krishana on data privacy laws and the AADHAR
 judgement passed by the Supreme Court of India. By signing this Agreement, CSP-Retailer
acknowledges the following:

15.1.1 Whereas the right to privacy is a fundamental right and it is necessary to protect data as an essential
facets of information policy and that the CSP-Retailer acknowledges that he is aware of the
importance of protecting the privacy of data under this clause;
15.1.2 Whereas the CSP-Retailer acknowledges that growth of the digital economy has meant that the use
of data as a critical means of communication between persons;

15.1.3 Whereas it is necessary for the CSP-Retailer to create a collective culture that fosters a free and fair
digital economy, respecting the informational privacy of individuals and ensuring empowerment,
progress and innovation;
15.1.4 Whereas it is expedient for CSP-Retailer to make provisions to protect the autonomy of individuals
in relation with their personal data, to specify where the low and usage of personal date, to specify
the rights of individuals whose personal data are processed, to ensure accountability of persons
processing data, to provide remedies for unauthorised and harmful processing and to establish data
protection authority for overseeing processing activities.
15.1.5 Whereas the CSP-Retailer acknowledges, con irms and undertakes that any misuse of data in to
wrong hands or in the reach of any potential enemies could lead to a national security risk. Therefore,
he undertakes to maintain strict con identiality of the data as laid down by Justice Shri Krishna
Committee or as per any law for the time being in force in India.
15.1.6 CSP-Retailer acknowledges that the laws, rules, regulations or any judgements relating to Data
Privacy apply to collection of data where such data collected, disclosed or shared or is otherwise
processed within the territory of India;

15.1.7 CSP-Retailer acknowledges that the laws, rules, regulations or judgements relating to Data Privacy
are applicable for data collected by State, Indian Company and any Indian citizen or any person
incorporated under any other law for the time being in force.

15.1.8 CSP-Retailer acknowledges to follow the fair practice code to promote good practices of data
protection and facilitate compliance with obligations under this Act.
15.2 CSP-Retailers obligation under Data Privacy laws:

15.2.1 CSP-Retailer acknowledges that he will processes the personal data and as result owes a duty to the
Customer to process such data in a fair and reasonable manner that respects the privacy of the
Customer. For the purpose of this Agreement Customer shall mean data
 related to any person. Person shall have the meaning given in Data Protection Bill, 2018.
15.2.2 CSP-Retailer acknowledges that he will process the personal data only for purposes speci ied or for
any other incidental purpose that the Customer would reasonably expect the personal data to be
used for having regard to the speci ied purposes and the context or circumstances in which the
personal data was collected.
15.2.3 CSP-Retailer acknowledges that collection of data shall be limited to such data that is necessary for
the purpose of processing.
15.2.4 CSP-Retailer acknowledges that personal data shall be processed only on the basis of combination
of grounds of processing as given in 16.3 below;

15.2.5 CSP-Retailer acknowledges that sensitive personal data shall be processed only on the basis or a
combination of grounds mentioned in 16.4 below;

15.3 Grounds for processing of personal data:

15.3.1 CSP-Retailer acknowledges that personal data may be processed on the basis of consent obtained
from Customer, given no later than commencement of the processing.

15.3.2 CSP-Retailer acknowledges that the personal data is obtained by free consent from the Customer
within the meaning of section 14 of the Indian Contract Act, 1872.

15.3.3 CSP-Retailer con irms that having regard to the nature, scope and purpose of processing the
personal data of Customers, the risks associated mis handling the dara or the likelihood or severity
which may result from such processing, implement appropriate security measures to safeguard the
data including:
15.3.3.1 Steps necessary to protect the integrity of personal data;
15.3.3.2 Steps necessary to prevent misuse, unauthorised access to modifications, disclosure or
destruction of personal data.

15.3.4 CSP-Retailer shall maintain adequate records and co-operate with Pay Point or any other
Authorities permitted under law to review or audit the data.

15.3.5 CSP-Retailer to inform immediately to Pay Point or to any concerned authority of there is any
personal breach of the terms contained in this Agreement. He shall be liable for ines or penalties or
imprisonment as may be applicable. However, if the CSP-Retailer proves to the satisfaction of Pay
Point or any other appropriate authority that breach of data under any of the Data Privacy laws was
not on account his negligence, he may plead innocence and defend himself.
 ARTICLE 16
TARGETED DELIVERY OF FINANCIAL AND OTHER SUBSIDIES, BENEFITS AND SERVICES
UNDER THE AADHAR TARGETED DELIVERY OF FINANCIAL AND OTHER SUBSIDIES, BENEFITS
AND SERVICES ACT 2016 (AADHAAR Act)
16.1 The CSP-Retailer shall ensure that he practices good governance, ef icient, transparent and targeted
delivery of subsidies, bene its and services to Customers residing in India by use of Unique Identity
Numbers.
16.2 In order to obtain the bene it of any scheme announced by Government or by any Banks or Other
Service Providers, CSP-Retailer shall ensure that he checks the proof of AADHAAR issued to the
Customer. CSP-Retailer shall ensure that only genuine Customers to whom AADHAR has been issued
apply for any benefits or services.
16.3 CSP-Retailer undertakes to comply with the policies procedures issued by Unique Identification
Authority of India (UIDAI)
16.4 CSP-Retailer shall ensure the security and con identiality of information collected from individual
Customers. CSP-Retailer shall ensure that the information is secured, protected, against access, use or
disclosure expect to the extent provided in the AADHAAR Act.
16.5 CSP-Retailer shall ensure that no core Bio-Metric information, collected or created under this
Agreement, shall be shared with anyone, except Pay Point for any reason whatsoever or used for any
purpose other than for the purpose for which such core Bio-Metric information was obtained.
16.6 CSP-Retailer shall ensure that no AADHAAR information or core Bio Metric information collected or
created under this Agreement shall be published, displayed, or posted publicly and shall be used only
for the purpose as may be specified under this Agreement.
16.7 For the purpose of this Agreement and under the AADHAR Act, Bio-Metric information shall be
considered sensitive personal information. The Bio Metric information collected and stored in
electronic form shall be deemed to be an electronic record and sensitive personal data or information
and the provisions contained in the Information Technology Act, 2000 and the rules made thereunder
shall apply to such information in addition to and not in derogation of the terms contained in this
Agreement.
16.7.1 For the purpose of this Agreement,
a) “Electronic Form” shall have the meaning assigned to it in clause (r) of sub-section (1) of sec 2
of the Information Technology Act
b) “Electronic Record” shall have the meaning assigned to it in clause (t) of sub-section (1) of sec
2 of the Information Technology Act
 c) “Sensitive Personal Data” shall have the meaning assigned to it in clause (iii) of the
explanation to section 43A of the Information Technology Act, 2000.

16.8 CSP-Retailer con irms that he is aware of the offences and penalties for non-compliance under
AADHAR Act. Accordingly, who so-ever impersonates or attempts to impersonate another person,
whether dead or alive or real or imaginary, by providing any false Demographic Information or Bio
Metric Information, shall be punishable with imprisonment for a term which may extend to three years
or with a fine which may extend to ten thousand rupees or both.
16.9 CSP-Retailer con irms that who so ever with an intention of causing harm or mischief to an AADHAR
number holder or with the intention of appropriating the identity of an AASHAAR number holder or
changes or attempts to change any Demographic Information or Bio Metric Information of an
AADHAAR number holder by impersonation or attempting to impersonate another person dead or
alive, real or imaginary, shall be punishable for a term with imprisonment for a term which extends to
three years and shall be liable for a fine which may extend to ten thousand Rupees.
16.10 CSP-Retailer con irms that if any person who is not authorised to collect information under this
Agreement, by words, conduct or demeanor pretends that he is authorised to do so, shall be
punishable with imprisonment for a term with imprisonment for a term which extends to three years
and shall be liable for a fine which may extend to One Lakh Rupees or both.
16.11 CSP-Retailer acknowledges, con irms and undertakes that if he or any of his employees or agents
intentionally discloses, transmits, copies or otherwise disseminates any identity or information
collected in the course of enrollment or authentication to any person not authorised under this
Agreement, or not authorised by Banks or by Other Service Providers shall be punishable with
imprisonment for a term with imprisonment for a term which extends to three years and shall be liable
for a ine which may extend to Ten Thousand Rupees or in case the CSP-Retailer is a company, with a
fine which may extend to One Lakh Rupees or with both.
16.12 CSP-Retailer acknowledges, con irms and undertakes that if he or any of his employees or agents
commit any of ice under this Agreement for which no speci ic penalty is provided in this Agreement,
but is the same is provided in the AADHAR Act, he shall be liable for punishment with imprisonment
which may extend to one year or with ine which may extend to Twenty Five Thousand Rupees or in
case the CSP-Retailer is a company, with a fine which may extend to One Lakh Rupees or with both.
16.13 Where an offence under this Agreement has been committed by a company, every person who at the
time the offence was committed was in charge of, and was responsible to, the company for the conduct
of the business of the company, as well as the company, shall be deemed to be guilty of the offence and
shall be liable to be proceeded against and punished accordingly
16.14 Provided that nothing contained in this sub-section shall render any such person liable to any
punishment provided in this Agreement if he proves that the offence was committed without his
knowledge or that he had exercised all due diligence to prevent the commissionof such offence.
 ARTICLE 17
TERMINATION AND SUSPENSION
17.1 TERMINATION BY THE PARTIES: The Agreement may be terminated at any by Pay Point by giving
the CSP-Retailer thirty (30) days written notice or in case of the CSP-Retailer, by giving the Company
thirty (30) days written notice.

17.2 TERMINATION BY PAY POINT: Pay Point shall be entitled to terminate this Agreement at any time
during the Term upon the occurrence of any of the following events:
17.2.1 The breach by the CSP-Retailer of any provision of ARTICLE 10 and ARTICLE 11 of this Agreement;

17.2.2 The breach by CSP- Retailer of any termor condition of this Agreement other than that referred to in
ARTICLE 17.2.1 above which, if capable of remedy,the CSP-Retailer fails toremedy with in 7
(seven)days of receipt of anoticein writing from Pay Point specifying such breach and requiring such
breach to be remedied;
17.2.3 the conviction of the CSP-Retailer, or any of its Af iliate, for any offence involving fraud or
dishonesty, or any offence which would, in the opinion of Pay Point, render the CSP-Retailer un it to
act as a CSP-Retailer, or which adversely affects or is likely to adversely affect the reputation of Pay
Point or any of the Banks or Other Service Providers;
17.2.4 where the CSP-Retailer is a company, the passing of a resolution of the winding up of the
CSP-Retailer (other than a resolution for the voluntary winding up of the Retailer for the purposes of
reconstruction or amalgamation), or the winding up or dissolution of the CSP- Retailer by a court of
competent jurisdiction,or the appointment of a receiver over all or substantially all of the assets of the
CSP-Retailer, or the making of an administration order in respect of the CSP-Retailer; or
17.2.5 where the CSP-Retailer is an individual, the making of a bankruptcy order against the CSP- Retailer
or in either case the CSP-Retailer entering into an arrangement or composition with such
CSP-Retailer’s creditors or any applicationby the CSP-Retailer to a court of competent jurisdiction for
protection from its creditors generally, or the taking possession of the assets of the CSP-Retailer by
the creditors, of such a CSP-Retailer whether by way of encumbrance, execution, or otherwise or any
procedure similar to any of the above procedures that may be available to the creditors of the
CSP-Retailer, or the CSP-Retailer itself, in any place in which the CSP-Retailer carries on business.
17.2.6 where the CSP-Retailer is a company, a change of ownership or control of the CSP-Retailer or
 a change in the organization or management of the CSP-Retailer which would, in the opinion of Pay
Point amount to a change of ownership or control of the CSP-Retailer;

17.2.7 where the CSP-Retailer noti ies the to Pay Point that the CSP-Retailer intends to change the premises
from which he conducts his business in accordance with ARTICLE 3.1.2 and Pay Point considers that
such new premises are not suitable for the provision of the Services;
17.2.8 where the CSP-Retailer is an individual, the death of the CSP-Retailer; However, if the legal heir or the
successor of a CSP-Retailer may continue to operate as a CSP-Retailer, subject to intimation of the
death of the CSP-Retailer and obtaining the consent of Pay Point.
17.2.9 such incapacity of the CSP-Retailer or any person who controls the CSP-Retailer as is likely, in the
opinion of Pay Point, to adversely affect the performance by the CSP-Retailer of the obligations
undertaken by the CSP-Retailer in this Agreement.
17.2.10 Pay Point shall have the right to terminate this agreement in case of voluntary winding up, unable to
pay its valid debt, deficiency in services, and fraud by CSP-Retailer or any of its employees.
17.2.11 Pay Point reserves the right, at its sole and absolute discretion, to disconnect or suspend this
Agreement with CSP-Retailer without explanation and without notice, should the CSP- Retailer not
ful il any of his obligations herein or should Pay Point suspect that the CSP- Retailer is not acting in
good faith or should any fraudulent activity be suspected or for any reason whatsoever.
17.3 TERMINATION BY CSP-RETAILER:The CSP-Retailer may at any time after the expiry of 6(six)
months from the date here of, provided it is not in abreach of any provision of this Agreement
terminate this Agreement by giving an advance written notice of not less than 3 (three) months to Pay
Point.
17.4 EFFECT OF TERMINATION OF AGREEMENT:

In case of Termination of this Agreement as mentioned in clause 17.2 and 17.3 above, the CSP- Retailer will
be obliged to return Additional Infrastructure and all records and information, including promotion
material such as stickers, logos or other branding material to Pay Point within the next ifteen (15) days in
good working condition. Failure to do so would entitle Pay Point to forfeit the trading balance lying to the
credit of the CSP-Retailer. Should the CSP-Retailer wish to cancel the agreement with Pay Point and/or
resign from rendering services signed with Pay Point, it is the CSP-Retailer's responsibility to ensure that
Additional Infrastructure and or any accessory provide by Pay Point is returned to the respective party in
proper and working condition from its outlet.
17.5SUSPENSION
17.5.1 Upon the occurrence of any breach of this Agreement by the CSP-Retailer, Pay Point may whether or
not such breach entitles it to terminate the Agreement as per the terms of Section 17.2, if it so
chooses, suspend the CSP-Retailer's authority to provide the Services under this Agreement for such
period of time as Pay Point thinks it. Any such suspension shall be without prejudice to the exercise
of any other of Pay Points rightsunderthisAgreement.
17.5.2 Upon such suspension, Pay Point may remove from the Place of Business,the Additional
In frastructure, the CSP-Retailer Manual and any documents or material, including photographs,
catalogues, advertising materials,information and data, whether in
electronic form or otherwise, relating to the business of Pay Point which the CSP- Retailer may have
in its possession.

17.6 PARTIAL SUSPENSION/TERMINATION:Where the CSP-Retailer operates from more than one Place
of Business,Pay Point may in exercising its right sunder
ARTICLE17.2or17.5above,terminate the Agreement or suspend the CSP-Retailer's authority to provide
the Services,as the case may be, with respect to any or all of such Place of Business.
17.7 CONSEQUENCES OF TERMINATION

17.7.1 Upon the termination of this Agreement the CSP-Retailer shall pay to Pay Point the following
moneys:

17.7.1.1 all money due under the Agreement;

17.7.1.2 in the event the Agreement is terminated by PayPoint
pursuanttoARTICLE17.2abovebeforethe expiration of6 (six)months
from the date here of,in addition to the amount in ARTICLES 17.5.
and 17.6, the cost of installation of the Additional
Infrastructure; and in the event the Agreement is terminated by the CSP- Retailer pursuant to
Article 17.3 above in addition to the amount in ARTICLE 17.7, all cost incurred by Pay Point in
marketing and sales activity at the Place of Business.

17.7.1.3 Upon termination of this Agreement,the CSP- Retailershall,inadditiontoitsobligations, if any,

under ARTICLE 17.3. or under Article 17.4, deliver to Pay Point or otherwise dispose as Pay
Point directs, the Additional Infrastructure, the CSP-Retailer Manual, andany documents or
material, including, photographs, catalogues, advertising materials, information and data,
whether in electronic form or otherwiserelating to the business of Pay Point which the CSP-
Retailer may have in its possession.
 ARTICLE 18
MISCELLANEOUS
18.1 SEVERABILITY
18.1.1 If any of the provisions of this Agreement may be constructed in more than one way, one of which
would render the provision illegal or otherwise voidable or unenforceable,such provision shall have
the meaning that renders it validanden forceable. The language of each provision
of this Agreement shall be construed according to its fair meaning and not strictly against any party.

18.1.2 In the event any court or other government authority shall determine any provisions in this
Agreement is not enforceable as written, the parties agree that the provision shall be amended so that
it is enforceable to the fullest extent permissible under the lawsand public policies of the jurisdiction
in which enforcement is sought, and affords the parties the same Additional rights and obligations
and has the same economic effect as prior to amendment.
18.1.3 If any provision in this Agreement is held invalid or otherwise unenforceable byany court or other
government authority, such indings shall not invalidate the remainder of the agreement, unless in
the reasonable opinion of either Party the effect of such determination has the effect of frustrating the
purpose of this Agreement, whereupon that Party shall have the right by notice in writing to the other
Party to immediately terminate this Agreement.
18.2 SURVIVAL OF OBLIGATIONS: The termination of this Agreement shall in no event terminate or
prejudice (a) any right or obligation arising out of or accruing under this Agreement attributable to
events or circumstances occurring prior to such termination, or
(b) the provisions of ARTICLE 9 ARTICLE 10, ARTICLE 13, ARTICLE 14, ARTICLE 15and ARTICLE 16
dealing with Representations and Warranties of the CSP-Retailer, Non- Compete, Indemnity and
Limitation of Liability and Confidentiality, Data Privacy, AADHAR provisions respectively.
18.3 NOTICES Any Notice or other communication required to be sent under this Agreement shall be sent
ordeliveredas under:
Pay Points Address: Pay Point India Network Private Limited 108-109, B-Wing, Everest Grande,
Opp. Ahura Centre, Mahakali Road, Andheri (East) Mumbai, Maharashtra PIN 400
093
CSP-Retailers Address: As mentioned in page 1 of this Agreement.
18.4 Any notice or other communication shall be sent by certified or registered mail, email, and
 facsimile orbyh and delivery.
18.5 All notices referred in this Agreement or other communications shall be deemed to have been duly
given ormade:
18.5.1 Two(2) working days after being deposited inth email with postage pre-paid; and
18.5.2 Ifdelivered by facsimile, when the activity report confirms successful transmission.
18.6 First Point of Contact: It isclarifiedthat wherever the Agreement has references to Pay
Point,the first point of contact for the CSP-Retailer shall always be Pay
Point, unless the context provides otherwise. Only in the event of the CSP- Retailer
not being able to contact Pay Point for any reason what so ever, CSP-Retailer be required to contact the
Distributor
18.7 Dispute:
18.7.1 The CSP-Retailer shall be liable for all legal costs (including attorney and client costs) incurred by
Pay Point in enforcing its rights under this agreement as well as for expenses incurred by Pay Point
in exercising any rights arising out of breach of the CSP-Retailer’s obligations herein including but
not limited to collection charges and/or tracing fees.

18.7.2 All disputes, obligations, performance, interpretations arising out of this agreement shall be
construed under Indian Laws and subject to the jurisdiction of courts at Mumbai.

18.8 Choice of law:

This Agreement shall be interpreted under and in pursuance to the laws of India. The Courts in
Mumbai alone shall have exclusive jurisdiction arising out of this Agreement or otherwise between the
parties to the present agreement, irrespective of any transaction partly arising outside the jurisdiction
of, and no other Courts shall have jurisdiction.
18.9 Language and communication: All notices, reports, records, inancial statements, materials, and
other communications between the parties hereto, required orpermitted hereunder, shall beprepared
and submitted in the English language.
18.10 Waiver:
18.10.1 The waiver or partial waiver of any powers, rights or remedies accruing to, vested in or conferred
on Pay Point pursuant to this Agreement shall not be effective unless made in writing and signed by
or on be half of Pay Point.
18.10.2 ThefailureofanyPartytoenforceany term or provision hereof shall not be construed to be a waiver
of such term or provision and shall in no way affect the
 right of such party thereafter to enforce such term or provision or any other term or provision
hereof.

18.11 Entire Agreement: This Agreement constitutes the entire agreement between the Parties with
respect to the subject matter hereof and supersedes prior negotiations, representations, or
agreements, either written or oral.
18.12 Assignment: Pay Point may transfer or assign any of its rights or obligations under this Agreement
to any person without the consent of the CSP-Retailer. The CSP-Retailer shall not transfer or assign its
rights and obligations under this Agreement to any other person without the written consent of Pay
Point.
18.13 E-Contract:
18.13.1 This document is an electronic record in terms of Information Technology Act, 2000 and rules
made or modi ied or amended there under from time to time in relation to electronic records. This
electronic record is generated by a computer system and does not require any physical or Digital
signature.
18.13.2 This Agreement represents an electronic contract and shall be signed by the respective parties by
using their digital signatures or eSign. For the purpose of this Agreement, eSign is an online
electronic signature service that can facilitate an AADHAR holder to digitally sign a document. It is
further clari ied for the purpose of this Agreement, the CSP-Retailer shall use his AADHAR No. and
registered mobile number to eSign documents from anywhere.
18.14 Counterparts: ThisAgreementwill be eSigned by the CSP-Retailer. Once Pay Point annexes its digital
Signature, it shall email the digitally signed Agreement to the CSP Retailer. The digitally signed
Agreement in possession of each of the Parties to this Agreement shall be treated as one Agreement.
18.15 CSP Declaration: The CSP-Retailer declares that he has read and understood the terms & conditions
provided and accept them as binding on him. CSP-Retailer con irms that he has understood all
particulars of the investment plan chosen by me, trading process, and margins and related terms &
conditions at which services provided by Pay Point as applicable on this date and amended from time
to time. CSP-Retailer con irms that the Information(s)/particulars supplied by him are correct in all
respects.
In witness whereof, the parties hereto have duly executed and delivered this Agreement on the day first
above written.
Signed and delivered
For PAY POINT INDIA NETWORK PRIVATE LIMITED
AUTHORISED SIGNATORY
CSP-RETAILER
Digitally Signed by:
Name:AMAN KUMAR SHARMA
Reason:Retailer Agreement
Date:Wed Apr 22 19:50:23 IST 2020

SIGNATORY.

ANNEXURE I
INCLUSIVE LIST OF SERVICES OFFERED BY PAY POINT
A Bank CSP:shall provide the following services:Processing & Submission of account Opening applications to the Bank.
a) Collection and Payment of deposits and withdrawals of both SBI and other Bank's customers through inter-operable
platform i.e. Aadhar Enabled Payment Services (AEPS) and Micro-ATMs.
b) Money Transfer to another bank, BC account holder in other location;
c) Withdrawal and deposit of cash;
d) Loan Disbursements;Collection and payment of small value deposits and withdrawals & prompt deposit/withdrawal of
the same with the Bank.
e) Promoting STDR and RD products to the Fl customers.
f) Promoting application of e-KYC on Kiosk Platform and enabling payment/receipt in respect of e-governance activity/any
other activity.
g) Providing mini account Statements and other account information.
h) Sale of Micro / insurance / mutual fund / pension and other third-party products as may be decided by the Bank.
 i) Receipt & delivery of small value remittances / other payment instruments through Tatkal Remittances and remittance
to the accounts of beneficiaries (Inter-Bank) under IMPS.
j) Identification of borrowers & fitment of activities.
k) Promotion, nurturing, monitoring and handholding of Self-Help Groups / Joint Liability Groups / Credit Groups and
others.
l) Collection and preliminary processing of loan applications including verification of primary data.
m) Post sanction monitoring in case of advances / loans granted by the Bank.
n) Follow up of Recovery,
o) Disbursal of small value credits strictly as per instructions of the Bank.
p) Recovery of Principal / interest from the borrowers and prompt deposit of the same with the Bank.
q) Creating awareness about savings and other products offered by the Bank and education and advice on managing
money & debt counselling.
r) Any other service as per the schedule A or as may be advised by the Bank in writing to the CSP.

B- Bill Payment Services:

1. CSP-Retailer should provide the following documents to get registered with Pay Point.
a) Duly filled up Retailer form
b) Applicant photo
c) Self-Attested KYC documents (PAN Card, Aadhar Card, Shop address proof)
d) Declaration & Undertaking confirming to the terms of this Agreement.

2. Terms & Condition for Bill Payment.

a) CSP-Retailer will do only online transaction under the Bill Payment Services, of line transaction is
illegal and will be treated as fraud, and in case of fraud CSP-Retailer will be liable for all the charges,
legal charges, penalty and termination of CSP-Retailer ship and this Agreement.
b) CSP-Retailer should give instant con irmation of Bill Payments received in accordance with the
standard and procedure guidelines of any regulatory authority and of Pay Point as per this
Agreement and the CSP-Retail Manual
c) CSP-Retailer will train/guide theCustomers to get registered with Pay Point as and when required.
d) CSP-Retailer should have the Infrastructure required to carry out the business of Bill Payments.
e) CSP-Retailer agrees to adhere to all procedural guidelines and standards of Pay Point and that of all
other regulatory authorities.
 f) Pay Point will provide online branding material of Pay Point. CSP-Retailer shall carry out all
advertisement and marketing as specified in this Agreement.
g) All other terms & conditions contained in this Agreement read along with the Annexures are to be
complied by the CSP-Retailer. Non-Compliance of any of the terms contained in this Agreement shall
result in cancellation or termination of this Agreement and all costs related to such
termination/cancellation including legal-cost shall be borne by CSP-Retailer.
C- IRCTC SERVICES:
1. Retailer should provide the following documents to get register with Pay Point India.
a) Duly filled up CSP-Retailer form.
b) Duly filled up Sify From for DSC (with Black Ink).
c) Applicant Photo.
d) Self-Attested KYC documents (PAN Card, Aadhar Card, Voter ID Shop address proof)
e) Residential Address Proof along with the following supporting:
• Latest Electricity Bill
• Copy of rent agreement or agreement for sale/sale deed.
f) Place of Business Address Proof (if rented)
• Rent Agreement
• Gumasta License
• Notorized Affidavit signed by the CSP retailer that he is the tenant of the Place of Business.
• Latest Electricity Bill

2. Terms & Condition for IRCTC:

a) CSP-Retailer should not use IRCTC Logo in any branding material, without concern of Pay Point;
b) CSP-Retailer should not charge more than the amount mentioned in the receipt issued by the system.
c) CSP-Retailer should respond to the officials of IRCTC, Pay Point during their visit to the Place of
Business.
d) Any activity which is illegal or prohibited by IRCTC for Railway booking, will lead to cancellation of
IRCTC ID, amount of penalty imposed by IRCTC. CSP-Retailer will be liable for loss or damage as per
the terms set out in this Agreement.
e) Any other conditions may be informed by Pay Point during the Term of this Agreement.

A. AADHAR ENABLED PAYMENT SYSTEM (AEPS) SERVICES:

AEPS services is a bank led model which allows interoperable inancial transactions at Point of Sale
(“PoS”) through CSP-Retailer/Bank Mitra/Business Correspondent of any bank using AADHAR
authentication.

Pre-requisites for AEPS

1) AEPS Membership form duly filled in;
 2) Mandate to RBI (duly stamped)
3) Non-Disclosure Undertaking (Stamped)
4) KYC/AML Undertaking;
5) General Undertaking
ANNECURE 2
ADDITIONAL INFRASTRUCTURE OFFERED BY BANK THROUGH PAY POINT
1. Banks will issue Micro ATM for Banking Services;
2. For AEPS, Pay Point will issue AADHAAR ATM to Customers;
3. IRCTC will issue dongle to the customer for IRCTC services;
4. Any other equipment which Pay Point is of the view to be handed over to CSP-Retailer

ANNEXURE 3
DAILY CASH LIMIT TO BE MAINTAINED BY CSP-RETAILER
[ ● ]

ANNEXURE 4
COMMISSION PAYABLE TO CSP-RETAILER
CSP-Retailer shall be eligible for a receipt of commission which shall be as per Article 5 and such
commission shall be decided by Pay Point from time to time.

ANNEXURE 5
TERRITORY
Territory shall mean_____________