TERMS AND CONDITIONS FOR APPOINTMENT AS RETAILER/DISTRIBUTOR/Master DISTRIBUTOR
These terms and conditions (Terms and Conditions) shall apply to and govern the commercial arrangement between MISGUJRAT Services Pvt. Ltd. (herein after referred as 'MISGUJRAT') and the Retailer/Distributor/Star Distributor. These Terms and Conditions and any attachments hereto represent the entire agreement between MISGUJRAT and the Retailer/Distributor/Star Distributor and no changes to the same are binding unless they are in writing and intimated by the authorized representative of MISGUJRAT.

“MISGUJRAT” is a digital financial facilitation service provider, a company incorporated under the Companies Act, 2013 and having its registered office at Rajkot VILLAGE WAKANER Rajkot Gujarat 363621 (hereinafter referred to as the Company/MISGUJRAT which expression shall unless repugnant to the context or meaning thereof mean and include its successors and permitted assigns).

OPERATION OF THE RETAIL /Distributor/Master Distributor OUTLET
1.1 During the Term, the Retailer/Distributor/Master Distributor shall render the services (“Services”) of MISGUJRAT, by and through such of its officers, employees, agents, representatives and affiliates as it shall designate, from time to time. Notwithstanding anything contrary contained in these Terms and Conditions, MISGUJRAT shall have the right at any time, to modify, alter and amend the lists of Services, including the manner, procedure, process in which the Retailer/Distributor/Master Distributor will be required to perform the Services and the Retailer/Distributor/Master Distributor shall be bound by all such modifications, alterations and amendments made by MISGUJRAT.

1.2 The Retailer/Distributor/Master Distributor shall only market, distribute sell or promote such MISGUJRAT Services as are permitted expressly by MISGUJRAT. The Retailer/Distributor/Master Distributor shall not automatically have the right to market, sell, distribute, or promote any product or service that may be provided by other retail outlets, whether in the present or in the future. In the event of any addition to the Services, MISGUJRAT may, at its sole discretion, intimate the Retailer/Distributor/Master Distributor that the Retailer/Distributor/Master Distributor is entitled to sell, market, distribute and promote such product or service. MISGUJRAT shall also have the right to direct the Retailer/Distributor/Master Distributor to discontinue providing any of the MISGUJRAT Services at the Retail Outlet without assigning any reason whatsoever.

1.3 MISGUJRAT shall specify to the Retailer/Distributor/Master Distributor, the necessary infrastructure and equipment including but not limited to computer terminals, peripherals attachments, internet and broadband connectivity, mobile device and/or any such device with GPRS connectivity, HTML enabled, which is compatible enough to run MISGUJRAT Software/Services etc, for effectively providing the MISGUJRAT Services, which the Retailer/Distributor/Master Distributor shall acquire at its sole expense. In case of the MPOS Application, the Retailer/Distributor/Master Distributor shall be entitled to install the MISGUJRAT Software on that particular mobile device and/or any such other device, which is proposed to be registered with MISGUJRAT for availing MISGUJRAT Services, and no other mobile/device of the Retailer/Distributor/Master Distributor shall have such Software installed unless registered under the terms and conditions of this Agreement. Further, the Retailer/Distributor/Master Distributor shall prominently display the MISGUJRAT signage, signboards, logos, etc at a prominent place in the Retail Outlet, strictly in accordance with the directions issued by MISGUJRAT in this regard.

1.4 Upon satisfactory installation and operation of the necessary equipment and peripherals, MISGUJRAT shall, subject to these Terms and Conditions, install the necessary software and other MISGUJRAT Intellectual Property to enable the provision of the Services. All Services shall be provided solely through the portal of MISGUJRAT or are recorded therein and no offline transactions are permitted and/or no such fake/false receipts should be issued by the Retailer/Distributor/Master Distributor for the willful fraud transaction done by the Retailer/Distributor/Master Distributor which are not transacted through MISGUJRAT Software/portal. However, if any Retailer/Distributor/Master Distributor is found and/or discovered doing any such malicious/wrong/willful/fraudulent acts and/or offline transactions, it shall be liable and charged for such civil/penal and criminal acts by and under but not limited to the Indian Penal Code 1860 and Criminal Procedure Code 1973.

1.5 The Retailer/Distributor/Master Distributor shall obtain all necessary license(s), permits and approvals for selling, distributing, marketing and promoting the Services from the Retail Outlet and shall bear all costs and incidental expenses incurred in this regard, including without limitation all fees for application, license fees, charges and taxes.

1.6 The Retailer/Distributor/Master Distributor shall keep the Retailer/Distributor/Master Distributor Outlet open for business during normal business hours, or as permitted by law or such other time period as MISGUJRAT may specify from time to time.

1.7 The Retailer/Distributor/Master Distributor shall ensure that the Retail Outlet is utilized for the purpose of rendering the Services in accordance with these Terms and Conditions. The Retailer/Distributor/Master Distributor shall further ensure that and shall not cause or permit (a) any material that may not be made available to the public under applicable law, including without limitation any vulgar, obscene, pornographic, misleading, defamatory, libellous, offensive, derogatory, threatening, harassing, abusive or violent content, to be made available in the Retail Outlet or (b) any activities that are proscribed under law or reasonably considered to be immoral or against public interest.

1.8 MISGUJRAT may, at its sole discretion and with or without consideration, provide training manuals, technology support, ongoing advice and assistance to the Retailer/Distributor/Master Distributor and designated employees of the Retailer/Distributor/Master Distributor, including, provision of brochures, pamphlets, charts, signboards, signage and other materials for the purposes of advertisement, promotion and marketing the Services. Any materials supplied by MISGUJRAT shall be utilized solely in relation to the provision of Services and the Retailer/Distributor/Master Distributor shall ensure that such materials are not utilized for any other purpose.

1.9 The Retailer/Distributor/Master Distributor shall not encroach/poach upon the areas of operation of other neighbouring Retailer/Distributor/Master Distributors appointed by MISGUJRAT or act in any manner which will prejudice the business prospects of neighbouring Retailer/Distributor/Master Distributors appointed by MISGUJRAT.

DEFINITIONS AND INTERPRETATION
2.1. In this Terms of Use, unless the contrary intention appears and/or the context otherwise requires, capitalised terms defined by: (i) inclusion in quotations and/ or parenthesis have the meanings so ascribed; and (ii) the following terms shall have the meanings assigned to them herein below:

“Applicable Law” includes all applicable Indian statutes, enactments, acts of the state legislature or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, directions, directives and orders of any governmental authority, statutory authority, board, recognized stock exchange, as may be applicable including but not limited to Guidelines on Managing Risks and Code of Conduct in Outsourcing of Financial Services by Banks, Business Correspondent Guidelines issued by RBI from time to time, Payment & Settlement Systems Act, 2007, Payment & Settlement Systems Regulations, 2008, Policy Guidelines on Issuance and operation of Pre-paid Payment Instruments in India, and any other guideline in relation to pre-paid cards issued from time to time by Reserve Bank of India and in each case, any implementing regulation or interpretation issued thereunder including any successor Applicable Law;

“Applicant” shall mean You or any individual person above the age of [18 (eighteen)] years, using an operational mobile phone connection, who applies either on his owner approaches Retail Partner at the Retail Outlet locations and/or such other locations, for availing the Company Services;

“Company Rules” shall mean policies issued by the Company with respect to its strategic business partners, retail partners, distributors, Consumers including but not limited to the policy on the code of conduct and other sales and management policies as issued on the Website, Platform and/ or otherwise and amended from time to time;

“Consumer” shall mean an Applicant who upon submission of the CAF and upon completion of necessary formalities, is found to be eligible by Company as per guidelines issued by RBI (if any), to avail the Company Services and has opened a Membership Account;

“Governmental Authority” means any nation, state, sovereign, or government, any federal, regional, state, local or political subdivision and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, constitutionally established and having jurisdiction over any of the parties (to the extent relevant to the transactions contemplated hereby) or the assets or operations of any of the foregoing or the transactions contemplated hereby;

“INR” or “RS” means Indian Rupees, the lawful currency of the Republic of India;

“Intellectual Property” shall mean all intellectual property used for the purpose of or in association with or in relation to providing the Company Services utilising the Platform and includes without limitation, (a) Software, operating manuals, software code, program, instructions, specifications, processes, input methods, data or information used in relation to, in association with or for the operation of the software installed by Company ; (b) the trademarks, service marks, trade names, business names, logos, symbols, styles, colour combinations used by Company during the course of its business and all depictions, derivations and representations thereof; (c) all promotional material including without limitation, advertisements, literature, graphics, images, content and the ‘look and feel’ of all of the above; and (d) all techniques, formulae, patterns, compilations, processes, inventions, practices, methodology, techniques,

“Tax” or “Taxes” shall mean any and all taxes, GST, cess, levies, imposts, duties, charges, deposits, fees, deductions or withholdings that are, or that are to be, imposed, levied, collected, withheld or assessed, together with any and all interest, penalties, claims or other liabilities arising under or relating thereto;

ACCEPTANCE AND APPOINTMENT AS RETAILER/DISTRIBUTOR/MASTER DISTRIBUTOR
3.1 These Terms and Conditions shall come into force from the date (Effective Date) of Retailer/Distributor/Master Distributor Application Form attached herewith. Within 30 (thirty) days from the date of acceptance by Retailer/Distributor/Master Distributor, the Retailer/Distributor/Master Distributor shall commence business in accordance with these Terms and Conditions.

3.2 The Retailer/Distributor/Master Distributor acknowledges that it has read and understood these Terms and Conditions at the time of making an application to MISGUJRAT for operation of a retail outlet to provide the Services (as defined herein) under the name and style of “MISGUJRAT” and that it has had sufficient time to evaluate the financial requirements, equipment required to conduct the business, services applicable/ enable in his area of operation and risks associated with the establishment and operation of the retail outlet.

3.3 : During the Term and subject to these Terms and Conditions, MISGUJRAT hereby appoints the Retailer/Distributor/Master Distributor and the Retailer/Distributor/Master Distributor hereby accepts the appointment as a MISGUJRAT Retailer/Distributor/Master Distributor, to establish and operate a retail outlet at such address as specified in the Retailer/Distributor/Master Distributor application form attached herewith for the purpose of marketing, selling and providing the Services (“Retail Outlet”). No changes to the address as mentioned in the Retailer/Distributor/Master Distributor Application form shall be permitted, except with the prior written consent from MISGUJRAT whereas such consent shall be signed by the Authorized Representative of the level of Vice President or above.

3.4 The appointment of the Retailer/Distributor/Master Distributor under these Terms and Conditions shall remain valid up to the termination (“Term”). MISGUJRAT may exercise its right of withdrawal by giving a notice in writing to the Retailer/Distributor/Master Distributor 1 (one) month prior to withdrawal unless any breach of this agreement by the Retailer/Distributor/Master Distributor.

3.5 The Retailer/Distributor/Master Distributor may describe himself as an 'authorized Retailer/Distributor/Master Distributor' of MISGUJRAT, but must not hold [itself/himself] out as being entitled to bind MISGUJRAT in any way. The Retailer/Distributor/Master Distributor shall not make, cause or permit, directly or indirectly, any description or projection of itself as a partner or employee or officer or representative of MISGUJRAT.

3.6 MISGUJRAT is in the business of facilitating/distributing/marketing/providing of product(s)/service(s) of various service providers to enable them to expand the distribution networks for the services provided by them.

3.7 The Retailer/Distributor/Master Distributor has understood the business model and aware that MISGUJRAT is just a facilitator and distributor of products and services and does not own such services or products by itself. MISGUJRAT takes reasonable efforts to make available the services and products, however, shall not be liable and responsible for any deficiency of such services and products. MISGUJRAT further also takes reasonable efforts to provide its best uninterrupted services at best quality; however, technological systems are prone to interruption for upgradation, maintenance, break down of either the systems of MISGUJRAT or that of the Service Providers’. The Retailer/Distributor/Master Distributor shall be managing his business considering such interruptions.

PAYMENTS AND COMMISSIONS
4.1 Non Refundable Registration Fee: The Retailer/Distributor/Master Distributor shall deposit such an amount (“Registration Fees”) by way of a non-refundable registration fee as per commercial terms defined by MISGUJRAT on or before the Effective Date.

4.2 Working Capital: The Retailer/Distributor/Master Distributor shall maintain and deposit with MISGUJRAT working capital (“Working Capital”) in a bank designated and intimated to the Retailer/Distributor/Master Distributor for this purpose (“Designated Bank”) which will be an interest free deposit. The Working Capital limit may be increased from time to time by way of written intimation to the Retailer/Distributor/Master Distributor. The Retailer/Distributor/Master Distributor shall immediately deposit such further amounts to ensure that the Working Capital is maintained at the aforementioned amounts at all times.

4.3 Working Capital Limit: The Retailer/Distributor/Master Distributor shall be entitled to a credit limit equivalent to the Working Capital balance in the books of MISGUJRAT (“Credit Limit”). The Retailer/Distributor/Master Distributor may enter into transactions up to the value of the existing Credit Limit. In the event the value of the transactions exceed the Credit Limit, all further transactions exceeding the Credit Limit shall automatically be blocked until the Credit Limit is sufficient to permit further transactions. In the event the Retailer/Distributor/Master Distributor desires to enter into transactions in excess of the Credit Limit, the Retailer/Distributor/Master Distributor shall deposit the amount either with the Distributor or MISGUJRAT as the case may be to increase its Credit Limit accordingly. The Distributor/ MISGUJRAT shall, at their sole discretion, permit enhancement of the Credit Limit. If the amount is deposited with the Distributor, the Retailer/Distributor/Master Distributor need to obtain proper receipt and the limit gets enhanced from the Distributor. MISGUJRAT shall not be responsible for any liabilities in such an event.

4.4 Commission: The Retailer/Distributor/Master Distributor shall be entitled to commission, which shall be adjusted on a daily basis/monthly basis/transaction basis, for the provision of the Services at a rate to be intimated by MISGUJRAT to the Retailer/Distributor/Master Distributor from time to time through its portal, either by way of credit to the Working Capital or the Retailer/Distributor/Master Distributor may deduct the commission due to it, prior to depositing the proceeds of a transaction in the Current Account. The Retailer/Distributor/Master Distributor shall be regularly updated on the Rates of Commission through the Portal. MISGUJRAT, at its sole discretion shall decide the sharing of Gross Margin with the Retailer/Distributor/Master Distributors and its decision will be final. It is presumed that the Retailer/Distributor/Master Distributor has agreed to such commission / margin before the transaction. Any dispute in this regards will not be admissible by MISGUJRAT.

4.5 Prices and discounts: All prices, charges, fees and discounts for all MISGUJRAT Services shall be determined, and may from time to time be revised, by MISGUJRAT at its sole discretion. The Retailer/Distributor/Master Distributor shall not collect cash from the customers by offering discounts on the Services which do not have MISGUJRAT's sanction. The Retailer/Distributor/Master Distributor shall also not provide any incentives, subsidies or do any act/ omission or thing, which shall have the effect of providing incentives or subsidies on the Services. The Retailer/Distributor/Master Distributor acknowledges that MISGUJRAT has the right to alter the prices or nullify any sales that have been entered in the portal.

4.6 Taxes: All current and/or future taxes or similar fees including without limitation GST, value added tax, service tax and other local or municipal taxes shall be payable by the Retailer/Distributor/Master Distributor. Such amounts shall not be retained by the Retailer/Distributor/Master Distributor while retaining its commission. Payments made to the Retailer/Distributor/Master Distributor shall be subject to such withholdings as prescribed under applicable law. Subject to the aforesaid, MISGUJRAT assumes no responsibility for the tax compliance of the Retailer/Distributor/Master Distributor.

4.7 Costs: All costs and expenses for operation of MISGUJRAT Kiosk including but not limiting to electricity, telephone, staff salary, traveling, promotional activities and other similar out-of-pocket expenses incurred in the performance of the Services shall be borne by the Retailer/Distributor/Master Distributor.

4.8 Activity/Inactivity charges: A minimum monthly charges plus Taxes may be levied by MISGUJRAT and the same shall be deducted from the Retailer/Distributor/Master Distributor’s Working Capital balance. The Retailer/Distributor/Master Distributor hereby agrees and acknowledges to pay such charges as intimated to the Retailer/Distributor/Master Distributor from to time.

4.9 Set off: MISGUJRAT may, deduct sums due from the Retailer/Distributor/Master Distributor under these Terms and Conditions from any sums due to the Retailer/Distributor/Master Distributor under the same and the Retailer/Distributor/Master Distributor hereby consents to such set off being made by MISGUJRAT.

EMPLOYEES
5.2 The Retailer/Distributor/Master Distributor acknowledges that it shall be responsible for all acts and omissions of its employees, subordinates, agents, aforesaid assignees or other personnel engaged by the Retailer/Distributor/Master Distributor.

EXCLUSIVITY AND NON COMPETE
6.1 During the continuation Term of this agreement, the Retailer/Distributor/Master Distributor shall not, directly or indirectly, through any other person, firm, corporation or other entity (whether as an officer, director, employee, partner, consultant, holder of equity or debt investment, lender or in any other manner or capacity):

(a) market, offer and/or perform services similar to that being developed, offered or sold by MISGUJRAT;

(b)solicit, induce, encourage or attempt to induce or encourage any employee or consultant of MISGUJRAT to terminate his or her employment or consulting relationship with MISGUJRAT, or to breach any other obligation to MISGUJRAT; (c) solicit, interfere with, disrupt, alter or attempt to disrupt or alter the relationship, contractual or otherwise, between MISGUJRAT and any other person including, without limitation, any consultant, contractor, customer, potential customer, or supplier of MISGUJRAT; or (d) engage in or participate in any business conducted under any name that shall be the same as or similar to the name of MISGUJRAT or any trade name used by MISGUJRAT.

(b)solicit, induce, encourage or attempt to induce or encourage any employee or consultant of MISGUJRAT to terminate his or her employment or consulting relationship with MISGUJRAT, or to breach any other obligation to MISGUJRAT; (c) solicit, interfere with, disrupt, alter or attempt to disrupt or alter the relationship, contractual or otherwise, between MISGUJRAT and any other person including, without limitation, any consultant, contractor, customer, potential customer, or supplier of MISGUJRAT; or (d) engage in or participate in any business conducted under any name that shall be the same as or similar to the name of MISGUJRAT or any trade name used by MISGUJRAT.

INTELLECTUAL PROPERTY
7.1 No license under any patents, copyrights, trademarks or any other intellectual property rights of MISGUJRAT / its affiliates / its Service Provider(s) / third party(ies) is granted to or conferred upon to the Retailer/Distributor/Master Distributor by virtue of being the Retailer/Distributor/Master Distributor of MISGUJRAT. The Retailer/Distributor/Master Distributor shall not acquire any interest and right on the trademark(s), trade name(s), logo, etc. of other party including MISGUJRAT by virtue of this Agreement and shall not use the logos, trademark of MISGUJRAT/owner of intellectual property on including interalia the Retailer/Distributor/Master Distributor’s Rubber stamps, letterheads, Visiting Cards, websites etc. and/or any such material in whatsoever manner.

7.2. The Retailer/Distributor/Master Distributor agrees to protect the logo, trade name and trademark of MISGUJRAT and not use the same, in any unauthorised manner, whatsoever, including interalia as a tool for acknowledging payments accepted by the Retailer/Distributor/Master Distributor/his representative, thereby creating false impression about the authenticity of such acknowledgment / receipt. The Retailer/Distributor/Master Distributor hereby undertakes to indemnify, defend and hold MISGUJRAT harmless for all loss(es) / damage(s) arising due to infringement of this clause.

The Retailer/Distributor/Master Distributor is aware of the consequences, if at all, the Retailer/Distributor/Master Distributor and/or his representative are found in unauthorized use of MISGUJRAT logo/ trade name(s) in any manner, then strict action shall be taken against the Retailer/Distributor/Master Distributor, including permanent deactivation of his Services, but not limited to any other legal action which MISGUJRAT may deem fit and proper, under the provisions of law.

CONFIDENTIALITY AND SECURITY
8.1 The Retailer/Distributor/Master Distributor agrees that all information disclosed by MISGUJRAT or which the Retailer/Distributor/Master Distributor gets in the course of negotiating this Agreement is confidential in nature and hence cannot be disclosed. Each Party may disclose the existence of this Agreement, but agrees that the terms and conditions of this Agreement will be treated as Confidential Information; provided, however, that each Party may disclose the terms and conditions of this Agreement: (a) as required by any court or other governmental body;

(b) as otherwise required by law; (c) to legal counsel of the Parties; (d) in confidence, to accountants, banks, and financing sources and their advisors; (e) in connection with the enforcement of this Agreement or rights under this Agreement; or (f) in confidence, in connection with an actual or proposed merger, acquisition or similar transaction.

8.2 The Retailer/Distributor/Master Distributor also agrees that on and from the date of this Agreement all information, which the Retailer/Distributor/Master Distributor may obtain from MISGUJRAT pursuant to this Agreement, shall be kept confidential by the Retailer/Distributor/Master Distributor and shall not be disclosed to any third party, save and except with the prior written consent of the MISGUJRAT.

SECURITY OF CONFIDENTIAL USER INFORMATION:
8.3 Security of POS User ID and Password: The Retailer/Distributor/Master Distributor shall be solely, exclusively and absolutely responsible and liable for safe-guarding and/or securing the confidentiality of the user id and passwords relating to access of MISGUJRAT Services and such other relevant information, in whatsoever name called pertaining to the Retailer/Distributor/Master Distributor/User Account of the Retailer/Distributor/Master Distributor.

8.4 Unauthorized Access: The Retailer/Distributor/Master Distributor shall take all necessary precautions to prevent unauthorized and illegal use of MISGUJRAT services and unauthorized access to the Retailer/Distributor/Master Distributor Accounts provided by MISGUJRAT. The Retailer/Distributor/Master Distributor hereby agrees that MISGUJRAT shall not be held liable and/or responsible for any wrong doings/ misappropriation/ misrepresentation/any leakage of passwords and for any liability arising due to insufficient security maintained by the Retailer/Distributor/Master Distributor with respect to the Retailer/Distributor/Master Distributor account. MISGUJRAT shall take all commercially viable and/or reasonable care to, ensure the security of and to prevent unauthorized access, using commercially viable and reasonable technology available to MISGUJRAT.

8.5 Fraud/fake transactions: MISGUJRAT shall not be liable and/or responsible for any fraud/fake transactions occurring from the Retailer/Distributor/Master Distributor id by any third party. MISGUJRAT takes utmost care for encryption of the Retailer/Distributor/Master Distributor’s personal details. However, MISGUJRAT cannot control the misuse of the sensitive information like password/s once it is handed over to the Retailer/Distributor/Master Distributor. Retailer/Distributor/Master Distributors shall be responsible to follow standard guidelines for securing their id/password for the MISGUJRAT Software.

WARRANTIES AND CONVENANTS OF THE RETAILER/DISTRIBUTOR/MASTER DISTRIBUTOR
9.1 The Retailer/Distributor/Master Distributor hereby warrants, covenants and undertakes that it shall

(a) Promptly, effectively, efficiently and professionally sell, market, distribute and promote the Services and shall promptly respond to all inquiries by any customer or potential customer in relation to the Services;