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AGREEMENT FOR PERMISSION TO ACCESS TO INVOICE FINANCING TECHNOLOGY PLATFORM

A. Netwin Fintech Pvt. Ltd. are the owners of Technology Platform Services for Invoice Presentment, Payment & Financing for the Merchants ( Web & Mobile apps ) and the FINCOs ( FINCO Web Application) which enables (1) Uploading of sales invoices by the seller. (2) Acceptance of the sales invoices by the buyer. (3) Payment of the sales invoices by the buyer to the seller. (4) Request for invoice financing by the buyer to the FINCO and (5) Payment by the FINCO to the Sellers against the buyers credit account in the FINCO.
B. Merchant is in the business of buying from Sellers and inter alia, making payments to the Sellers through the account maintained in any of the financial institution (FINCO) and the Merchant may also in the business of selling goods to the buyers and inter alia, accepting payments from the Buyers in the account maintained in any of the financial institution (FINCO)
C. Netwin Fintech has entered into agreement with various FINCOs wherein it allows them to use the Technology Platform Services for Invoice Presentment, Payment & Financing through a FINCO Application provided by Netwin Fintech to extend it’s Invoice Financing Facility and services to the Merchant.
D. The Merchant is desirous of availing services of Invoice Presentment, Payment & Financing Technology Platform for i. Uploading of sales invoices by the seller ii. Acceptance of the sales invoices by the buyer iii. Payment of the sales invoices by the buyer to the seller iv. Request for invoice financing by the buyer to the FINCO and v. Payment by the FINCO to the Sellers against the buyers credit account in the FINCO.
E. Netwin Fintech is hereby entering into an agreement with the Merchant whereby Netwin Fintech shall facilitate the Merchants to make use of the Invoice Financing Technology Platform over the internet to connect with the FINCO. The Merchant has a credit facility (loan account) with the FINCO which would be linked to the Invoice Presentment, Payment & Financing Technology Platform by the Merchant using the mobile app provided by Netwin Fintech
F. Merchant has to separately register with the FINCO through the Invoice Presentment, Payment & Financing Technology Platform provided by Netwin Fintech.
G. The Parties hereto have agreed that their respective rights and obligations with regard to their business relationship between them inter se will be interpreted, acted upon and governed solely in accordance with the terms and conditions of this Agreement.

1.0 DEFINITIONS

For the purpose of this Agreement, the following words and phrases shall have the meaning assigned to them under this Article.

1.1 “Business Day” means a day (except Sundays and holidays and non-working Saturdays) on which financial institutions are open.
1.2 FINCO is a financial organization including but not limited to Scheduled Banks, Co-operative Banks, Co-operative Credit Societies, Non-Banking Financial Companies. The FINCOs are governed by the respective regulatory authorities and have obtained the regulatory permission/license to extend the Invoice Financing Facility to their clients which includes the Merchants.
1.3 “Merchant” means any Person who desires to sell (Wholesaler or Seller) or buy (Retailer or Buyer) goods for which payment will be done through the Services offered by the Invoice Presentment, Payment & Financing Technology Platform.
1.4 “Seller” shall mean Merchants who enter into an agreement with Netwin Fintech after accepting services of Netwin Fintech, so as to upload the sales Invoices and to receive Payments against those invoices from other Merchants (Buyers) through the FINCOs where they have their loan or current accounts, once the buyers have accepted the invoices.
1.5 “Buyer” shall mean Merchants who buys the goods from other Merchants (Sellers) and then either make the payments to them or request the FINCO with whom they have a credit facility (Loan account) to finance their invoices and the FINCOs in turn make the invoice payment to the seller. The buyer then repays the financed invoice amount and the interest to the FINCO within the due date.
1.6 “Invoice Presentment, Payment & Financing Technology Platform” shall mean Technology Platform for Invoice Presentment, Payment & Financing for the Merchants ( Merchant Web & Mobile App ) and the FINCOs ( FINCO Web Application) which enables (1) Uploading of sales invoices by the seller (2) Acceptance of the sales invoices by the buyer (3) Payment of the sales invoices by the buyer to the seller (4) Request for invoice financing by the buyer to the FINCO and (5) Payment by the FINCO to the Sellers against the buyers credit account in the FINCO. Transactions (1) to (5) together would hereinafter be referred to as Invoice Financing Transactions.
1.7 “API Interface” means the API services whereby the Invoice Presentment, Payment & Financing Platform may transmit encrypted instructions or other information to the FINCO or to the Merchant for processing transactions under this Agreement in accordance with the Terms and Conditions as provided from time to time by Netwin Fintech and by any of the related parties.
1.8 “Buyer Accounts” shall mean an account in the nature of loan account and/or current account opened and maintained by the Merchant with any of the FINCO as per the guidelines issued by the respective regulatory authorities for the purpose of making payment against the invoices uploaded by the Merchant (Seller) and accepted by another Merchant (Buyer).
1.9 “Seller Account” shall mean an account in the nature of current account opened and maintained by the Merchant with the FINCO or any other financial organization (including but not limited to banks, credit societies, NBFCs etc.) as per the guidelines issued by the respective regulatory authorities for the purpose of receiving the payments against the invoice uploaded by the Merchant (Seller) accepted by another Merchant (Buyer).
1.10 “Person” means a company, corporation, a partnership, trust or any other entity or organization or other body whatsoever;
1.11 “Goods” means all the goods, related products and services, which are offered for sale /rendered by the Merchants (Sellers) to other Merchants (Buyers) from time to time.
1.12 “Services” means providing Technology Platform Services for Invoice Presentment, Payment & Financing for the Merchant ( Merchant Web & Mobile App ) and the FINCOs ( FINCO Web Application) which enables Invoice Financing Transactions.
1.13 “Agent” shall persons who shall facilitate on boarding of the Merchants and FINCOs on the Invoice Presentment, Payment and Financing Technology Platform and to help the Merchants do their Invoice Presentment, Payment and Financing transactions on the Invoice Presentment, Payment and Financing Technology Platform.
1.14 “SureSell” means the Technology Platform for Invoice Presentment, Payment & Financing for the Merchant (Merchant Web & Mobile App) and the FINCOs (FINCO Web Application) which enables Invoice Financing Transactions.
1.15 “FINCO Application” means the Invoice Presentment, Payment & Financing Application (web application, website and mobile application) which allows the authorized users of FINCO Application to initiate and validate the transactions related to Invoice Financing Transactions and/or any other transactions which might be done through the FINCO Application. Each FINCO has access only to it’s own FINCO application.
1.16 “System” means the Technology Platform for Invoice Presentment, Payment & Financing for the Merchant (Merchant Web & Mobile App) and the FINCOs (FINCO Web Application) which enables Invoice Financing Transactions and any other transactions which might be done through the FINCO Application. The details of the transactions in each application are mentioned in Annexure II & III
1.17 “Super User” means the user of the FINCO Application who creates the other users of the FINCO Application. The SuperUser credentials are automatically created when the FINCO Application is installed and made available for a particular FINCO. The SuperUSer credentials are emailed to the authorized person with details mentioned in Annexure I of this agreement. The password would be emailed to the email id mentioned in the Annexure I and should be changed during the first login.

IT IS NOW AGREED BY AND BETWEEN THE PARTIES HERETO AS UNDER: –

1. FINCOs has entered into an agreement with Netwin Fintech to extend Invoice Presentment, Payment and Financing Technology Platform and it’s related other products (web application, website and mobile application) and services to the FINCO’s clients.
2. Merchant is either the Buyer who is in the business of buying from Sellers and inter alia, making payments to the sellers through the account maintained in any of the financial institution or the Merchant may be a Seller who is in the business of selling goods to the buyers and inter alia, accepting payments from the buyers in the account maintained in any of the financial institution.
3. The FINCO has opened a current account with a Sponsor Bank to make online payment to any account on behalf of their clients. The FINCO has separately entered into an agreement with Netwin Fintech for providing them with a Technology Platform for extending the Invoice Presentment, Payment & Financing Facility to their clients.
4. The Merchant is desirous of availing services of Technology Platform for Invoice Presentment, Payment & Financing for the Merchant (Merchant Web & Mobile App) and the FINCOs (FINCO Web Application) for the Invoice Financing Transactions.
5. Merchant for availing all these services, wishes to sign an agreement with Netwin Fintech for using the Invoice Presentment, Payment & Financing Technology Platform provided by Netwin Fintech.
6. Merchant for availing all these services mentioned above in clause no. 4, has to separately register and sign an agreement with the FINCO through the Invoice Presentment, Payment & Financing Technology Platform provided by Netwin Fintech.
7. Netwin Fintech is the provider of the Invoice Presentment, Payment and Financing Technology Platform and it’s related other products (web application, website and mobile application) and services. Netwin Fintech doesn’t provide any financial services of it’s own. Also, it doesn’t maintain loan accounts or any other type of Merchant accounts (i.e current account) on it’s books. Netwin Fintech is merely a provider of technology platform which enables FINCOs to extend Invoice Presentment, Payment, Financing and related services to it’s clients.

2.0 General Terms and Conditions

2.1 This Access Agreement (“Agreement”) is between the Merchant and Netwin Fintech Pvt. Ltd. The Merchant understands and accept that Netwin Fintech maintains the Invoice Presentment, Payment and Financing Technology Platform (Technology Platform as defined herein below) and the FINCO application to enable the FINCO(s) provide Merchants with the information on Invoice Presentment, Payment and Financing Technology Platform, its services and products and to perform the transactions. The Merchant also agrees and accepts that they are required to read the below mentioned terms, and any use of the Invoice Presentment, Payment and Financing Technology Platform or any of it’s products (web and mobile) and services constitutes their acceptance and agreement to be bound by such terms, and the changes made to this Agreement from time to time, relating to the usage by Merchant, of the Invoice Presentment, Payment and Financing Technology Platform or any of it’s products (web and mobile) and services, as communicated and made available on the Netwin Fintech or SureSell website.
2.2 All the transactions made by the Merchant on the Merchant App are directed to the FINCO Application. Netwin Fintech or SureSell has no access to the FINCO Application. The responsibility of all transactions done on the FINCO Application belonging to a FINCO lies with the users created by the Super-User of the FINCO. The login credentials of the Super-User are only with the authorized officials of the FINCO and not with Netwin Fintech, SureSell. Netwin Fintech or SureSell would not be responsible for any transaction done or authorized on the FINCO application.
2.3 The Services being provided herein relates to certain electronic services including but not limited to discounting of receivables (Sales Invoices), financing of receivables, etc. more particularly detailed herein and in this Agreement (“Services/transactions”) to which Merchant will have electronic access through the Invoice Presentment, Payment and Financing Technology Platform or any of it’s products (web application , website and mobile application and services (the “SureSell”).
2.4 This Agreement does not nullify, any other agreement, including the Agreement(s) and any annexure and supplements thereto between Merchant and Fintech governing the conduct of Merchant’s relationship with Netwin Fintech. The terms and conditions contained herein are in addition to and are to be read with the terms and conditions as agreed under any other Agreement(s) and any annexure and supplements thereto.
2.5 This Agreement is in addition to, and does not nullify, any other agreement, including the any agreement(s) and any annexure and supplements thereto between FINCO and the Merchant governing the conduct of FINCO’s relationship with the Merchant. The terms and conditions contained herein are in addition to and are to be read in conjunction with the terms and conditions as agreed under any other agreement(s) and any annexure and supplements thereto.
2.6 The terms and conditions contained herein may be amended, altered, supplemented, revoked, rescinded or replaced by Netwin Fintech, whether in full or in part, from time to time as may be notified on the website of SureSell or Netwin Fintech or in such other manner as Netwin Fintech may deem fit.
2.7 Merchant acknowledge that the information on SureSell does not constitute an offer to sell or a solicitation of an offer to buy / sell / finance any receivables that may be referenced in the Invoice Presentment, Payment and Financing Technology Platform or any of it’s products (web application , website and mobile application and services (the “SureSell”). If Merchant wish to learn more about information contained on SureSell, Merchant may contact a representative of SureSell.
2.8 It is hereby understood by the Merchant that SureSell or Netwin Fintech doesn’t carry any loans or credit disbursed to the Merchant, on it’s books of Accounts. All credit limit sanctioned to the Merchants and the usage thereof by the merchant, would be on the Books of Accounts of the FINCO.
2.9 FINCO would be entirely responsible for the recovery of dues from the Merchants. SureSell has the reports and statements which would make available information required to carry out the recovery. Registered User of Merchant App or the FINCO Application will be deemed to accept the terms and conditions of this Agreement by using the SureSell and the FINCO Application. Registered Users: This category of user will be provided with electronic access to the various Services provided by SureSell and/or the FINCO Application. The user registered through the Merchant App or the FINCO application (“Registered User”) will have no time limit with respect to the use of these Services as long as they remain a client of SureSell offered by Netwin Fintech. Registration by submitting an application form and other documentary proofs which are required for the user category. SureSell may at it’s sole discretion block any of the registered Users/clients from use and access of the Invoice Presentment, Payment and Financing Technology Platform or any of it’s products (web application , website and mobile application and services (the “SureSell”) or the FINCO Application.

3.0 SERVICES PROVIDED

3.1 SureSell shall provide the Merchant with electronic access, through computer or other electronic device such as mobile (collectively called as “Computer”), of the Services to facilitate Invoice presentment /payment /financing / discounting / negotiating / purchasing / assignment of invoices / bills / bills of exchange and such other instruments / negotiable instruments / securities and similar and other commercial instruments by the financers (FINCOs); sending of notifications to the relevant parties to the transaction; reports (what?) and MIS requirements; and generation and submission of settlement of obligations, standardized mechanism/process for on- boarding of buyers, sellers, financiers or any other entity by enrolling or otherwise on boarding process; to devise and develop processes, lay down criteria for enrolling different participants to participate for financing/ discounting/ negotiating/ purchasing/ assignment of invoices / bills/ bills of exchange and such other instruments/ negotiable instruments/ securities and similar and other commercial instruments; and to provide all types and kinds of value added services including information services to the Registered Users.
3.2 Netwin Fintech may at its sole and absolute discretion, cancel or change any or all the Services or registration instructions in any manner whatsoever at any time or introduce additional Services from time to time, upon printed or electronic notice. Merchant’s continued use of the Services following the posting or notice of any change or introduction of new Services will constitute Merchant’s acceptance, ratification and confirmation of such changes. Merchant agrees not to attempt to connect to SureSell or to the Merchant App, to use the Services or to view any of the information if Merchant do not agree to the terms of this Agreement.
3.3 Netwin Fintech reserves the right to charge a Registered User a separate service fee for using the Services to effect transactions.

4.0 USER CODES (INDENTIFICATION/CREDENTIALS)

4.1 As part of the registration process, the Registered User will be entitled to a user identification comprising of any alphabetical/numerical combinations separate or together (“User Identification”) and to a password for the purpose of authentication (“Password”) for accessing SureSell, System and the Services, as the case may be. The Password may include second level and / or transaction level passwords as well and would be required to meet such requirements as may be stipulated by the concerned regulatory authorities and/or any other authority, concerned FINCO and Netwin Fintech, from time to time.
4.2 The System itself generates the initial Password and the same will be intimated to the Registered User. Netwin Fintech is not aware of such initial Password. It is the responsibility of the Registered User to change his initial Password immediately upon receipt thereof. The Registered User is aware that initial and subsequent Passwords are not known or available to Netwin Fintech and the same are solely in the knowledge of the User. (The User Identification and Password, are hereinafter collectively referred to as “User Codes”).
4.3 The User Codes are for the personal use of FINCO/Users (Define Users in Registered Users Definition). . FINCO/Users are responsible for the confidentiality and secrecy of the User Codes, and agree not to provide them to any third party. Users shall ensure that they are only authorized user of the User Codes. Users are solely responsible for all statements made, invoices entered and transactions effected by using User Codes and Users are solely liable for acts or omissions that occur while using their User Codes including any usage by third party, as sharing of such information by User to any third Party is not permitted under this agreement. Netwin Fintech shall presume that any transaction or instructions entered or communicated using the User Codes is the User’s own transaction or instruction. Netwin Fintech is not responsible for any breach of security caused by failure of Users to maintain the confidentiality of their User Codes. (Users shall be fully responsible and liable for and will pay or reimburse Netwin Fintech on demand all costs, charges, damages and expenses incurred by Netwin Fintech as a consequence of access and/or use of their account, the SureSell, System or Services by any unauthorized third party with your User Codes.) Netwin Fintech shall recover all costs, charges, damages and expenses incurred by Netwin Fintech as a consequence of all such breach of terms by the users and can impose penalties for the same. User accept that in the event of loss or theft of any or all User Codes, or if user believes the confidentiality and secrecy of any or all of their User Codes has been compromised , or in the event of their learning about a possible or actual unauthorized use of the Services, together with full details of such loss, theft or unauthorized use including the date of such loss, theft or unauthorized use and in the case of unauthorized use, the manner in which it was used and the transactions effected pursuant to such unauthorized use, it will be informed to Netwin Fintech Immediately. Netwin Fintech reserves the right to revoke their User Codes with immediate effect and no prior notice will be required for the same.
4.4 In any of the events specified above, user after giving intimation to Netwin Fintech, shall immediately change its Password. In case users are unable to change your Password for reason of they having forgotten their Password or Password having been changed by some person without any authorization or for any other reason, then user shall immediately request Netwin Fintech in writing to discontinue their stolen Password; and Netwin Fintech shall make changes accordingly in system/SureSell to discontinue the use of the Password of particular user and the System shall generate a new password which shall be communicated to the user. Any transactions undertaken on SureSell by using User’s User Codes shall be binding on user and it shall be deemed and construed that user have undertaken the said transactions and is solely having the knowledge of User Codes and the onus of maintaining the confidentiality of such User Codes rests with the User .
4.5 Notwithstanding the foregoing, the current norms for User Codes are set out as under (these norms are subject to such other norms as may be notified from time to time by Netwin Fintech under this clause pursuant to any modifications to statutory laws, rules, regulations, bye laws, circulars governing the same and to Netwin Fintech internal policy):
  • Users are required to change the Password after logging onto the SureSell/System or the FINCO Application for the first time.
  • User shall not be allowed to access the SureSell/System if the User Codes is entered erroneous on three consecutive occasions.
  • Users are advised to change your Password on periodic intervals on continuous basis.
  • The SureSell/System shall not allow Users to have the password changed to the same as the changed Password.
  • User’s Password may expire at the end of every [14] calendar days. The password can be reset (prior intimation to Netwin is necessary) through the SureSell/System or the FINCO Application or the SureSell Website as the case might be.
  • As a Registered User, its USER Id may be deactivated if the same is not used for a continuous period of [1] month from date of last use of the account or such period as may be notified by Netwin Fintech.
  • The System shall allow Users to change the Password at its discretion and frequency.

5.0 ELECTRONIC RECORDING

5.1 Users acknowledge and consent to the taping or any form of electronic recording, retention, monitoring and use by Netwin Fintech (and its employees, representatives, affiliates and agents) of all communication, electronic or otherwise, between Users and Netwin Fintech or its representatives or agents and information and data that Users input during their use of the Services, including without limitation, all transactions undertaken by Users including to purchase or sell or finance an invoice, as the case may, all activities related thereto and all selections and uses of calculators and other tools included therein.
5.2 Users agree that such recordings and Netwin Fintech’s records of any transactions, instructions and communications given or made by Users or Netwin Fintech by electronic mail, fax or other electronic means shall be admissible as evidence and shall be final and binding evidence of the same. If Netwin Fintech so chooses to record the transactions, instructions and communications, it shall be free to store the same for such period as it may deem fit and Netwin Fintech may overwrite, erase or destroy such records at such intervals as it may deem fit.

6.0 ELECTRONIC COMMUNICATION

6.1 The Services may permit Users to communicate electronically by sending an e-mail message to authorized email id of SureSell. Users agree that for doing transaction they will have to use the Platform system provided to them and accept that they will not to use e-mail for doing transactions for discounting of receivables, to give notice of a change of address, or to give SureSell or Netwin Fintech any time-sensitive instructions. Netwin Fintech in not liable or responsible in any manner in the event such e-mail has not reached Netwin Fintech for any default/reason. . In addition, if User is a Netwin Fintech client who has registered on the SureSell, it agrees not to use e-mail to give Netwin Fintech any instruction affecting its account(s) or any linked accounts, including, but not limited to, carrying out transactions. Netwin Fintech shall not be liable for any actions taken or any omissions to act as a result of any e-mail message you send to Netwin Fintech.
6.2 Registered Users will provide Netwin Fintech with their e-mail address as part of the registration process. Netwin Fintech shall not be liable for any actions or for any omissions to act on part of Users as a result of any e-mail message Netwin Fintech sends to Users.

7.0 PROPERTY RIGHTS IN INFORMATION AND SERVICES; SUITABILITY AND COMPLIANCE WITH LAW

7.1 Users may download the information to the Computer and print out a hard copy for their personal reference, provided that they agree not to remove any copyright or other notices contained therein.
7.2 The Services and the information are the property of Netwin Fintech or its licensors and are protected by applicable copyright, patent, trademark or other intellectual property law. Except as expressly authorized herein, Users may not reproduce, transmit, sell, display, distribute, publish, broadcast, circulate, modify, disseminate, or commercially exploit such information or any of the Services provided in any manner (including electronic, print or other media now known or hereafter developed) without the written consent of Netwin Fintech. Users also agree not to use the information or Services for any unlawful purpose, and Users shall comply with request of Netwin Fintech or any of the third party providers to protect their respective rights in the information and Services.
7.3 Users agree to make their own independent evaluation of the transaction merits and suitability for them of any such transaction based on their specific objectives and financial position and using such independent advisors as them may believe necessary. Such Information shall not be deemed to be a solicitation of a transaction by Netwin Fintech or any third party provider acting on behalf of Netwin Fintech.
7.4 In the event Users use the Services or the links included on the SureSell to gain access to a web site of any regulatory authority or any other world wide web site or Internet location or source of information of any company, organization or person other than Netwin Fintech, or to any other Internet location, Users acknowledge that such other sites or locations are not under the control of Netwin Fintech and agree that Netwin Fintech shall not be responsible for any information or other links found at any such world wide web site or the web-site of any regulatory authority or Internet location or source of information, or for User’s use of such information. Netwin Fintech provides such links as an additional facility to its Users, and has not tested any software or verified any information found at such sites. The fact that Netwin Fintech has provided a link to another site does not signify an endorsement of the site or its contents by Netwin Fintech. There are inherent risks in the use of any software or information found on the Internet, and Users acknowledge that they understand these risks before making any use of the Services.
7.5 Transmission or use of any material in violation of this Agreement, or any applicable law, rule or regulation (whether of the Republic of India or other countries), or the rights of any third party is prohibited. This includes, but is not limited to, copyrighted material, material which is defamatory, threatening, obscene, lewd and indecent, material protected by trademark, trade secret, or patent laws, or material that results in an invasion of privacy.
7.6 The Services are not registered under any securities law of any foreign jurisdiction is only to be availed by a Guest or Registered User, as the case may be, in a jurisdiction where it may be lawful to offer such Services.

8.0 WARRANTIES AND LIMITATION OF LIABILITY REGARDING THE SERVICES

8.1 The accuracy, completeness, sequence or timeliness of any information cannot be guaranteed. Netwin Fintech and its affiliates, their financial advisors, agents and licensors shall not have any responsibility or liability for direct, indirect, consequential, special, or other damages you may incur for any reliance by Users on information or for the reliability, accuracy, completeness, sequence or timeliness thereof for any delays, interruption or errors in the transmission or delivery of any part of the information or services, or for any unauthorized use by Users of e-mail.
8.2 Except as expressly set forth in this agreement, Netwin Fintech and its affiliates, agents and licensors hereby expressly disclaim all express and implied warranties, including without limitation, warranties of merchantability, fitness for a particular purpose, and error-free and uninterrupted services. Netwin Fintech does not warranty, guaranty, or make any representations or warranties whatsoever, express or implied, or assume any liability to you regarding (i) the use or the results of the use of the services, including without limitation any financial results based on use of the services or information or any delay or loss of use of the services, or (ii) system performance and effects on or damages to software and hardware in connection with any use of the site, services, and information.
8.3 In addition to and without limiting the foregoing, Netwin Fintech shall not be liable for any harm caused by the transmission, through the services or information, of a computer virus, or other computer code or programming device that might be used to access, modify, delete, damage, corrupt, deactivate, disable, disrupt, or otherwise impede in any manner the operation of the services or any of your software, hardware, data or property.
8.4 In addition to and without limiting the foregoing, Netwin Fintech makes no representation and assumes no liability regarding the quality, safety, accuracy, or suitability of any information or software found on any other site not under Netwin Fintech control.
8.5 Netwin Fintech and its affiliates, their respective financial advisors, agents and licensors shall not be liable for any losses or damages incurred by you related in any way to User’s use of the services and information.
8.6 Except as otherwise provided by law, Netwin Fintech shall have no liability for losses caused by the negligence, actions or failure to act of the provider or any third party provider acting on Netwin Fintech’s behalf.
8.7 To the extent permitted by law, neither Netwin Fintech nor the provider or any third party provider acting on Netwin Fintech’s behalf shall be liable to you for any indirect, special, incidental or consequential damages (regardless of whether such damages are reasonably foreseeable), or for any loss, costs, expenses including without limitation reasonable legal fees, arising from a failure, interruption, error, omission or delay in the performance of their obligations or in the transmission of information that results from a cause over which Netwin Fintech or any other such entity does not have control, including but not limited to
  • failure of electronic or mechanical equipment/any failure in the links/system failure/faults in the telecommunication network or internet or network failure or software/hardware errors at your end or at the end of Netwin Fintech or of the exchanges or
  • theft or
  • destruction or
  • unauthorized access, alteration or use of information or
  • incomplete/incorrect data or information provided to Netwin Fintech over the site/system and/or any error in the execution of any request due to such incomplete/incorrect data,
  • Strikes, failures of common carrier or utility systems, severe weather, fire, floods or other causes commonly known as “acts of god” or force majeure events.

9.0 REPRESENTATIONS AND WARRANTIES

9.1 Merchant hereby represent and warrant that the person signing this Agreement with the Netwin Fintech is having Authority to enter into and sign such Agreements and such Authority is provided by the said Merchant and is legally capable of performance of the terms of this Agreement.
9.2 Merchant hereby further represent and warrant that, in conjunction with Merchant’s account(s) that Merchant shall maintain with FINCO at any time, that Merchant will utilize said account(s) solely for lawful purposes and will remain aware of, and fully comply with, all applicable laws, rules and/or regulations governing the use of said account(s) including, but not limited to, laws, rules and/or regulations relating to information technology, taxation, and reporting or filing requirements.
9.3 Merchant agree that Netwin Fintech cannot advise or counsel Merchant as to the existence or applicability of any particular law, rule and/or regulation and that Merchant is solely responsible for remaining aware of, and complying with, all such laws, rules and/or regulations. If Merchant is a Registered User Merchant hereby represent and warrant that all the information provided by Merchant during the registration process is accurate and complete. Merchant acknowledge that Merchant is fully aware of and understand the risks associated with availing of Services for routing transactions through the SureSell/System including the risk of misuse and unauthorized use of Merchant’s User Codes by a third party and the risk of a person hacking into Merchant’s account on the SureSell/System. Merchant agree that it shall be fully liable and responsible for any and all unauthorized use and misuse of any of its User Codes and also for any and all acts done by any person through the System on its User Identification in any manner whatsoever, including but not limited to a third party placing a request or transaction on Merchant’s behalf over the SureSell/System. Merchant is aware that Netwin Fintech is agreeable to offer the Services over the SureSell/System only if Netwin Fintech is neither required to bear and also nor agree to bear, the risk responsibility and liability of such misuse or unauthorized use.
9.4 Merchant/Users agree that you shall immediately notify Netwin Fintech in writing with full details if:
  • User discover or suspect unauthorized access through their User Codes or account,
  • User notice discrepancies that might be attributable to unauthorized access,
  • Users forget your Password, or
  • Users discover a security flaw in the SureSell or System.
9.5 Users shall immediately log off from the SureSell and System at any time that you finish accessing it.
9.6 Users hereby agree that Users may not be allowed to do transactions through the System as may be notified by Netwin Fintech from time to time.
9.7 Users further agree that Users may not be allowed to transact through the System with respect to certain transactions below and above certain amounts, as may be notified by Netwin Fintech from time to time.
9.8 Users further agree that you will not initiate, promote or participate in any unfair or manipulative market practices.
9.9 The use and storage of any information including, without limitation, the User Codes, profile, portfolio information, transaction activity, account balances and any other information on your personal computer is at own risk and Users accept that they shall take sole responsibility for the security of such information.
9.10 Users are aware that they have the option of not availing of the Services. However being fully aware of all risks, Users desire the convenience of such Services, including but not limited to transmitting transactions and instructions over the SureSell/System and have therefore opted for such Services of their own free choice and are willing and agreeable to bear all associated risks, responsibility and liability.

RISK DISCLOSURE

10.1 Users are also made aware of all the rights available to Users under the extant laws, rules, and regulations of Regulators and of all your obligations thereunder and hereunder.
10.2 If Merchant/Users have any concerns with respect to the above they may contact at the office of Netwin Fintech.
10.3 Merchant/Users shall be solely responsible for the consequences and no contract can be rescinded on that account. Merchant/Users must acknowledge and accept that there can be no guarantee of profits or no exception from losses while executing transactions regarding discounting of receivables on the Website.
10.4 In the light of the risks involved in and the other significant aspects of trading, Merchant/Users should undertake transactions only if they understand the nature of the contractual relationship into which they are entering and the extent of their exposure to risk.

11.0 CONFIDENTIALITY

11.1 Netwin Fintech shall use reasonable precautions to maintain the confidentiality of the information Merchant/Users have provided to Netwin Fintech and information Merchant/Users have created, entered or developed in connection with their use of the Services, but because such information can be accessed through the internet, they hereby acknowledge and agree that there can be no assurance that the information, any Information provided to Merchant/Users through the Services or any communication through e-mail will remain secure. In addition, Netwin Fintech may disclose such information to its employees, representatives, officers, agents, auditors (internal or external), consultants, and affiliates, as well as a governmental or regulatory entity or pursuant to any applicable law or court order, the service providers or any other third party agent or service provider
  • for any purpose related to the conduct of Netwin Fintech ‘s business or to the offering, providing or maintaining of the Services,
  • to comply with applicable rules, orders, subpoenas or other legal process, or in order to give information to any government agency or regulatory body or official requesting such information, or
  • for any other legitimate business purpose.

12.0 GOVERNING LAWS

12.1 Except for statutes of limitation applicable to claims, this Agreement and all the terms herein shall be governed by and construed in accordance with the Indian Laws without giving effect to principles of conflicts of law.
12.2 The concerned regulatory authorities have or may issue guidelines for carrying out transactions on SureSell Merchant App or the FINCO Application from time to time.

13.0 DISPUTE RESOLUTION

13.1 The provisions of this Clause shall survive termination of the Agreement.
13.2 This Agreement and all matters relating to this Agreement shall be construed and controlled by the laws of India.

14.0 JURISDICTION

14.1 Subject to the aforesaid clause, this Agreement shall at all times take effect as having been made, entered into and to be performed in the city of Nashik and the parties shall be deemed to have submitted to the exclusive jurisdiction of the competent courts/appropriate forums of/at Nashik with respect to all disputes between you and Netwin Fintech

15.0 TERMINATION

15.1 Either Merchant or Netwin Fintech may terminate this Agreement and Users access will be barred to the Services immediately. Netwin Fintech may discontinue or change the Information or the Services, or their availability to Merchant/Users, at any time. Any violation or breach by Merchant/Users of any of the terms of this Agreement will be cause for Netwin Fintech to terminate their access to the Services without notice. Clauses 9, 12 and 17 shall survive termination of this Agreement.

16.0 ASSIGNMENT

16.1 Resale and/or any commercial redistribution of the Services or Information, is not permitted. This Agreement and rights and obligations of Finco/Users hereunder may not be assigned by them without the written permission of Netwin Fintech and shall inure to the benefit of Netwin Fintech ‘s successors and assigns whether by merger, consolidation or otherwise. Netwin Fintech may assign this Agreement or any of its rights or obligations under this Agreement to the extent permitted by the laws to a company affiliated with, or a successor to or assignee of, Netwin Fintech, or to any other third party at sole discretion of Netwin Fintech.

17.0 MISCELLANEOUS

17.1 Save as set out in the preamble to this Agreement, this Agreement represents the complete and exclusive statement of the agreement and understanding between Merchant and its Users and Netwin Fintech regarding their rights to access and use the Services and information on the SureSell Merchant App and the FINCO Application, supersedes all prior and contemporaneous agreements and representations regarding such subject matter. Except as herein provided, no waiver, modification or amendment of any provision of this Agreement shall be effective against Netwin Fintech unless the same is in writing and signed by an authorized official of Netwin Fintech. Netwin Fintech may modify these terms and conditions at any time upon written notice or by posting the modified terms and conditions in the SureSell. Merchant/Users agree that if Merchant/Users use the Services after such notification of changes in the Agreement, Merchant/Users will be bound by all such changes. At the time of such modification, Merchant will have the opportunity to reject such modification, which rejection shall constitute a termination of this Agreement and of their rights to access and use the SureSell, Services and Information. Should any term or provision of this Agreement be deemed or held to be invalid or unenforceable, the remaining terms and provisions shall continue in full force and effect.
17.2 Failure by Netwin Fintech to insist at any time upon strict compliance with any term of this Agreement, or any delay or failure by Netwin Fintech to exercise any power or right given to Netwin Fintech in this Agreement, or a continued course of such conduct on Netwin Fintech part shall at no time operate as a waiver of such power or right, nor shall any single or partial exercise preclude any other future exercise. All rights and remedies given to Netwin Fintech in this Agreement are cumulative and not exclusive of any other rights or remedies which Netwin Fintech otherwise has at law or equity.

18.0 INDEMNIFICATION

18.1 Merchant/Users hereby indemnify and hold harmless, at all times, Netwin Fintech (and its directors, officers, employees, control persons, vendors, licensors and agents), the Provider and any third party provider from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees and costs) arising out of or related to their breach of their agreements, representations and warranties contained in this Agreement or their use of the Services or Information
  • in violation of this Agreement,
  • in violation of any rights of Netwin Fintech, the Provider and any third party Information provider, including copyright, patent, trade secret, trademark, or other intellectual property rights and publicity and privacy rights, or
  • in violation of any applicable law, rule or regulation, or failure of Merchant/Users to maintain the security of User Codes as applicable in accordance with this Agreement they shall be liable for consequences and no liability will be set on Netwin Fintech. This indemnification shall be binding upon Merchant/Users and their executors, heirs, successors and assigns and shall survive the termination of this Agreement.
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