TERMS & CONDITIONS

Samrat Fintech Private Limited

1. Appointment and Acceptance

These Terms and Conditions (“Agreement”) govern the appointment and business relationship between Samrat Fintech Private Limited (“Company”) and the applicant (“Retailer/Distributor/Super Distributor”).

The Agreement shall become effective on the date of acceptance by the Company (“Effective Date”).

The appointed party shall commence operations within 30 (thirty) days, failing which the Company reserves the right to revoke the appointment without liability.

The appointment is:

• Non-exclusive
• Non-transferable
• Restricted to the approved business location

No partnership, joint venture, agency, or employment relationship is created. The appointed party shall not represent or bind the Company in any manner.

2. Nature of Services

The Company acts solely as:

• A technology platform provider
• A facilitator of third-party financial and digital services

The Company does not own or control such third-party services.

The Company shall not be liable for:

• Service interruptions
• Partner failures
• Regulatory restrictions
• Technical disruptions

3. Operational Obligations

The appointed party shall:

• Operate strictly through the official Company platform
• Provide only authorized services
• Follow all SOPs, circulars, and updates
• Maintain accurate transaction records

Strictly prohibited:

• Offline/manual transactions
• Fake receipts or manipulation
• Unauthorized service offerings

Violation may result in:

• Immediate suspension
• Financial penalties
• Legal action

4. Financial Terms

a. Registration Fee

Non-refundable onboarding fees may apply.

b. Working Capital

A minimum balance must be maintained. This determines transaction limits.

c. Commission & Revenue

• Commission is dynamic and subject to change
• Final authority rests solely with the Company

d. Pricing Control

• Shall not overcharge customers
• Shall not provide unauthorized discounts

e. Taxes

All statutory taxes (GST, etc.) shall be borne by the appointed party.

f. Set-off Rights

The Company may adjust dues, penalties, or liabilities from payable balances.

5. Compliance & Regulatory Obligations

The appointed entity agrees to:

• Comply with RBI guidelines, AML laws, and KYC norms
• Avoid facilitating:
• Money laundering
• Fraudulent transactions
• Illegal financial activities

Failure will result in:

• Immediate termination
• Reporting to regulatory authorities

6. Data Protection & Privacy

The appointed party shall:

• Protect all customer data and transaction information
• Use data only for authorized business purposes
• Implement reasonable security safeguards

Any breach must be reported immediately.

The Company shall not be liable for:

• Data misuse due to negligence
• Unauthorized access caused by poor security practices

7. Intellectual Property

• Software
• APIs
• Branding
• Logos
• Platform

Remain the exclusive property of the Company.

The appointed party:

• Receives limited, revocable usage rights
• Must cease usage upon termination

8. Confidentiality

The appointed party shall:

• Maintain strict confidentiality of:
• Business processes
• Pricing models
• Customer data
• Technical systems

This obligation survives termination.

9. Liability Limitation

To the maximum extent permitted by law:

• The Company shall not be liable for:
• Indirect or consequential losses
• Loss of business or profits
• Downtime or service disruption

Total liability shall not exceed the amount of working capital available with the Company.

10. Indemnification

The appointed party shall indemnify and hold harmless the Company against:

• Legal claims
• Financial losses
• Regulatory penalties

Arising from:

• Misconduct
• Fraud
• Negligence
• Breach of Agreement

11. Non-Compete & Non-Solicitation

During the term:

• The appointed party shall not:
• Engage in competing fintech services
• Poach customers or partners
• Misuse Company’s network

12. Suspension & Termination

The Company reserves the right to:

• Suspend services without prior notice
• Terminate immediately in case of:
• Fraud
• Compliance breach
• Misconduct

Upon termination:

• All dues must be settled
• Branding and access must be discontinued

13. Audit Rights

• Conduct audits
• Inspect records
• Monitor transactions

The appointed party must fully cooperate.

14. Change of Control

Any change in:

• Ownership
• Management
• Business structure

Requires prior written approval.

15. Communication Consent

The appointed party consents to receive communications via:

• SMS
• Email
• Calls
• System notifications

16. Risk Acknowledgment

The appointed party acknowledges:

• Full responsibility for transactions
• Risks inherent in fintech operations
• Obligation to verify customer identity and details

17. Force Majeure

The Company shall not be liable for failure due to:

• Natural disasters
• Regulatory actions
• System failures
• External disruptions

18. Governing Law & Jurisdiction

This Agreement shall be governed by the laws of India. Disputes shall be:

1. Resolved amicably
2. Failing which, referred to arbitration under the Arbitration and Conciliation Act, 1996

Jurisdiction: Mumbai, Maharashtra

19. Survival of Clauses

• Confidentiality
• Indemnity
• Liability Limitation
• Intellectual Property
• Dispute Resolution

20. Entire Agreement

This Agreement constitutes the entire understanding between the parties.

Any amendments must be:

• In writing
• Signed by both parties

21. Declaration

By accepting these Terms, the applicant confirms that:

• All information provided is accurate
• They have read and understood the Agreement
• They agree to comply with all applicable laws and Company policies