Terms and Conditions

PARTIES AND AGREEMENT FORMATION

This Agreement is entered into by and between Enigmatic Smile Rewards Private Limited, a company incorporated under the Companies Act, 2013 and having its registered office at 12,13,14 F, Wework, 247 Park, LBS Marg, Vikhroli-West, Mumbai – 400079 (“ESI”) and the entity identified as the "Merchant" in the applicable Terms of Service form ("Merchant Partner") (individually a “Party” and collectively the “Parties”).

These Terms and Conditions, together with the Terms of Service form executed between ESI and the Merchant (“Terms of Service”), constitute the agreement between the Parties ("Agreement"). The Agreement sets out the terms and conditions under which ESI agrees to provide Services to the Merchant Partner. By executing the Terms of Service, the Parties agree to be bound by this Agreement including any amendments or revisions made in accordance with its terms.

BACKGROUND

ESI manages and operates a rewards service platform designed to facilitate and support Reward Programmes for multiple Reward Programme Partners across India. ESI enters into arrangements with such partners as both a technology provider and an offer aggregator, enabling them to run their own internal rewards and loyalty programs. The Merchant Partner shall pay the agreed fees to ESI as detailed in the applicable Terms of Service. The terms of this Agreement shall be deemed incorporated into each such Terms of Service. Capitalized terms used in the Terms of Service but not defined therein shall have the meanings assigned to them in this Agreement.
The Merchant Partner wishes to be featured on the rewards service platform and included in all relevant Reward Programmes as a participating Retailer, in accordance with the terms and conditions set out in this Agreement.
In the event of any conflict or inconsistency between the terms of this Agreement and those of the applicable Terms of Service, the terms of this Agreement shall prevail.
ESI shall provide the Services to the Merchant Partner in accordance with the terms and conditions of this Agreement.

AGREED TERMS

Definitions

Agreement: means together, the terms and conditions set out in the Terms of Service and the terms and conditions set out in these Terms and Conditions.

‍Account Manager: means one or more persons appointed by ESI to discuss any aspect of the Services with the Merchant Partner;

Authorised Terminal: means any POS systems/ terminals that Merchant Partner authorizes ESI to monitor for Qualifying Transactions including instore devices and online websites / apps;

Brand Guidelines: means guidelines provided to ESI when the Merchant Partner is onboarded, prescribing the permitted form in which logo and other brand/ trademarked elements (including but not limited to company name, trading name, logo and tagline) of Merchant Partner can be used;

Confidential Information: means any information, however conveyed or presented, that relates to the business, affairs, assets, software, operations, customers, processes, technical information, budgets, pricing policies, product information, strategies, developments, trade secrets, know-how, personnel and suppliers of the disclosing party, together with all information derived by the receiving party from any such information and any other information clearly designated by a Party as being confidential to it (whether or not it is marked "confidential"), or which ought reasonably be considered to be confidential

‍Contact Person: means one or more persons appointed by with authority to discuss any aspect of the Services

‍Customers: means customers of the Merchant Partner who may be prospective End Users.

Effective Date: means the date of the last signature of the Agreement (as signed and dated in the Terms of Service) and shall apply to the entire Agreement.

End User: means a consumer who is signed up with a Reward Programme and purchases goods and/ or services from participating Retailers with the expectation of receiving a Reward as agreed in the Terms of Service;

ESI Incentive Reward: means an additional percentage applied on top of the Reward for a specific time period, that is paid by ESI as a promotional incentive from time to time, where communicated in writing by ESI to the Merchant Partner;

ESI Nominated Bank Account: means ICICI Bank Limited;

Group: in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company;

Intellectual Property Rights: means all forms of intellectual property, including but not limited to, patents, utility models, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, trade, business and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, source codes, code, database rights, rights to use, and protect the confidentiality of, Confidential Information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

Live: means fully functioning and operating;

Merchant Partner End User: means an End User who has purchased goods and/ or services from the Merchant Partner with the expectation of receiving a Reward;

Merchant Partner End User Queries: means a query in relation to Rewards from a consumer signed up to any of the Reward Programmes who has purchased, or is going to purchase, goods and/ or services from the Merchant Partner;

Merchant Partner Retail Outlets Landing Page: means the page on each Reward Programme, dedicated to Merchant Partner Retail Outlets, visible to all End Users, which includes (but is not be limited to) the percentage discount to be obtained from the Merchant Partner Retail Outlets in the form of Rewards, any conditional criteria, the logo, a picture and a brief description of the Retailer and the goods/ and or services they provide;

Merchant Partner Retailer Outlets: means Retailer outlets which sell products and/or services under the brand name of the Merchant Partner to the general public at various locations which is authorized to be promoted by ESI, and across ESI’s network of Reward Programmes;

Month: means a calendar month;

Notice: any notice under this Agreement that complies with the requirements of clause 28 of this Agreement;

Offer Aggregator: means a website/ application provider that captures and organises multiple offers from a variety of Retailers in one place via the Single.id technology that are then promoted to End Users via Reward Programme partners;

Payment Card: means any eligible payment card (as specified in the relevant user terms and conditions applicable to the Reward Programme) or any other payment method/system including, but not limited to, UPI, (excluding cash and/ or credit notes), registered by a user with their consent on a Reward Programme to receive Rewards and any other benefits that may be available on the Reward Programme from time to time;

Qualifying Transaction: means a Merchant Partner End User transaction where payment has been made using a Payment Card at any of Merchant Partner Retail Outlets where such transaction qualifies the criteria as set out in the Terms of Service and may be subject to any additional criteria agreed in writing between the Parties;

Refund: means any amount refunded by Merchant Partner Retail Outlet to Merchant Partner End User in accordance with the relevant Merchant Partner Retail Outlets terms and conditions of supply of goods and/or services that has been validated by a Transaction Verifier;

Retailer: means a merchant featured on all appropriate Reward Programmes and promoted by such Reward Programme Partners offering End Users Rewards if they shop with them in store or online (where applicable);

Retailer Account: means an online software application that provides Merchant Partner with access to a webpage(s) where it can submit and/ or retrieve information/ data in relation to the Services accessible only by authorized employees of Merchant Partner and ESI;

Reward: means the incentive provided by the Retailer to the End User via the Reward Programmes when a Qualifying Transaction is made that can then be redeemed by the End User in participating Retailer stores or online (where applicable). The Reward amount agreed for this Agreement and its specific terms are set out in the Terms of Service. For the avoidance of doubt, such Rewards can solely be used within the Reward Programmes, as a discount off from purchases from participating Retailers, it cannot be substituted for cash or anything else;

Reward Programme: means the Reward Service Platform and/ or any White-labelled App or website versions of the Reward Service Platform owned or operated by ESI or a Reward Programme Partner;

Reward Programme Partner: means the owner or operator of a website or White-labelled App who has an agreement with ESI to promote participating Retailers using the Reward Service Platform by operating their own Reward Programme;

Reward Service Platform: means a loyalty reward platform facilitated and powered by ESI technology, whereby, promotional Services are provided to Retailers and offers are aggregated for End Users who then receive Rewards, in return for transacting with such Retailers;

Services: as defined in clause 3.1 of this Agreement;

Services Start Date: means the date on which ESI is to start provision of the Services and date from which End Users can transact with the Merchant Partner Retail Outlets and obtain Rewards as set out in the Terms of Service;

Single.id Tracking: means the system developed by ESI that integrates with Transaction Verifiers to track, verify and validate transactions generated by End Users, establish they meet the qualification criteria, and record such detail as is required to calculate, and distribute, the Rewards;

Transaction Verifier: means the third parties with whom ESI works directly or indirectly with in order for the End User transactions to be tracked, verified and validated. This includes, but is not limited to, Payment Card providers, card schemes, digital payment and technology providers, payment gateway providers, card issuers, EPOS system providers, acquirers and providers of Authorised Terminals. This is including, but not limited to, Mastercard, VISA, American Express, Diners Club, Discover card, JCB, RuPay or Union Pay. It also includes any processor of financial transactions, such as Pinelabs, Paytm or Innoviti;

White-labelled App: means a white labelled version of the Reward Service Platform.

Commencement and Term‍

The Term of this Agreement shall be in force and effect from the Effective Date and will remain in force until terminated in accordance with the terms herein.

Provision of the Services and ESI’s Obligations

ESI shall onboard Merchant Partner via the Merchant Partner Retail Outlets as a participating Retailer of the Reward Programmes and where applicable in accordance with clause 3.3.2, provide Merchant Partner with a Retailer Account. Merchant Partner Retail Outlets will then be promoted on all appropriate Reward Programmes and End Users making Qualifying Transactions at any Merchant Partner Retail Outlets will receive Rewards from the Services Start Date in accordance with the terms set out in this Agreement (the “Services”).
The Parties agree there will need to be an implementation period prior to the Services Start Date for both Parties to carry out their obligations set out in this clause 3 and clause 4 in order for Merchant Partner via its Merchant Partner Retail Outlets to be added to all appropriate Reward Programmes and for the Merchant Partner Retail Landing Page on such Reward Programmes to be fully operational.
ESI shall:

Create, operate and maintain the Merchant Partner Retail Landing Page to be included on all Reward Programmes, the content of which, may be altered by ESI from time to time, provided that prior consent of Merchant Partner has been received;
Upon successful completion of 100,000 Qualifying Transactions, or as otherwise agreed in writing between the Parties, register and provide access to a Retailer Account to the Merchant Partner;
Where applicable, inform the Merchant Partner of the guidelines, permitted and non-permitted actions in relation to the Retailer Account (the “Reward Rules”);
Provide Merchant Partner with an Account Manager;
Subject to clause 7.1.4, integrate with all appropriate Transaction Verifiers associated with Merchant Partner Retail Outlets via Single.id Tracking in order for all Merchant Partner End User Qualifying Transactions to be appropriately tracked, verified and validated to enable Rewards to be issued;
Inform all appropriate Reward Programme Partners of the requirements of a Qualifying Transaction and the Reward applicable under this Agreement;
On a monthly basis, provide to Merchant Partner a report documenting all Qualifying Transactions from the preceding Month, the Rewards accumulated by Merchant Partner End Users and any Refunds issued. For the avoidance of doubt, such report will be anonymized and shall not include any personal data and/or other sensitive or Confidential Information of the Merchant Partner End Users;
Where applicable, provide any helpful information to the Retailer via the Retailer Account or otherwise, including but not limited to, notifying them of any new Reward Programme Partners and Reward Programmes or campaigns that may be of interest to them;
Where applicable in accordance with clause 3.3.2, ensure support in relation to the Retailer Account is available from ESI between the office hours of 9am – 5pm;
Perform the Services with reasonable care and skill;
Continue to be PCI DSS Level 1 compliant; and
Comply with all applicable laws and regulations from time to time in force.

The Parties understand and agree to comply with the Payment Card Industry Data Security Standards (“PCI DSS”) and any amendments thereto. The Parties acknowledge that each Party is responsible for the security of cardholder data in its possession. Upon request, a Party agrees to provide the other Party with written proof of its compliance with the PCI DSS.
In order to determine Qualifying Transactions, the Parties acknowledge and agree ESI is required to engage, communicate and where necessary, integrate with multiple Transaction Verifiers using Single.id Tracking to track Merchant Partner End User transactions. The Parties acknowledge all transactions will be verified and validated by the Transaction Verifiers and Single.id Tracking and will not therefore require further verification by the Parties.
The Parties acknowledge ESI has the right to use data obtained through Transaction Verifiers to compile and present analytics and benchmarking reports, save that all such data shall always be aggregated and anonymized, save for circumstances where End Users have granted specific consent directly to ESI.

Merchant Partner’s Obligations

In order for ESI to provide the Services, Merchant Partner shall:

1. Grant ESI and permit ESI to provide to its Reward Programme Partners, a non-exclusive, royalty free license to use the Merchant Partner brand (including but not limited to the company name, trading name, logo and tagline) and any information provided for the purpose of promoting Merchant Partner under this Agreement in line with the Brand Guidelines;

2. Provide ESI with a brief description of the Merchant Partner Retail Outlets, the products and/ or services available for purchase that can be published on the Merchant Partner Retail Outlet Landing Page;

3. Provide ESI with website/contact details to be included on the Merchant Partner Retail Outlet Landing Page to be visible to Merchant Partner End Users;

4. Authorize and take all necessary action to enable ESI to engage and integrate with all Transaction Verifiers which are associated with Merchant Partner Retail Outlets to ensure all Merchant Partner End User transactions are tracked appropriately, including but not limited to, providing such assistance to set up tracking for instore Point of Sale terminals, providing details of all merchant IDs and acquirers for all Merchant Partner Retail Outlets and to promptly provide regular updates of any changes to such details to enable ESI to update its systems accordingly;

5. Co-operate with the ESI in all matters relating to the Services;

6. Update the requested content in the Retailer Account on a regular basis, including but not limited to, providing details of all Merchant Partner Retail Outlets and shall at all times provide accurate and up to date information;

7. Immediately notify ESI if for any reason, it is at any time unable to access the Retailer Account for the purposes of complying with its obligations under clause 7.1.6. ESI shall use its reasonable endeavors to resolve any such problem as soon as practicable provided that where in the reasonable opinion of ESI the problem cannot be rectified within 24 hours, Merchant Partner consents to the Merchant Partner Retail Outlet Landing Page being temporarily removed from the Services until such time as Merchant Partner’s access is resolved in order to prevent Merchant Partner End User complaints, queries and dissatisfaction;

8. Appoint a Contact Person and inform ESI of the name(s) and contact details of its Contact Person. Merchant Partner is solely responsible for ensuring that a Contact Person is available at Merchant Partner between 09.00-17.00 hours on working days and that any changes of such person(s) or their e-mail addresses are promptly communicated to ESI;

9. Where applicable, comply with the Reward Rules and clause 8 of this Agreement in respect of the Retailer Account;

10. Ensure that any user Retail Account and login details are kept secure, confidential and are only accessed and used by authorized employees of the Merchant Partner who are also aware of the Reward Rules, these requirements and the terms in clause 8 of this Agreement;

11. Inform ESI of any anticipated problems of a material nature in connection with its obligations under this Agreement, its ability to supply its goods and/or services to the End Users and/or its ability to accept the nominated cards and/or process the transactions; and

12. Provide, in a timely manner, any other information as ESI may reasonably require, and ensure that it is accurate and complete in all material respects.

Unless Merchant Partner provides ESI with written notice to the contrary, Merchant Partner hereby grants ESI and the relevant Reward Programmes the right to utilise Merchant Partner’s company name, trading name, logo and tagline in printed materials, online content, multimedia advertising, and marketing collateral across any social media platforms, including, but not limited to, LinkedIn, Instagram and Facebook for the purpose of disclosing that they are a client of ESI and for promoting the Services of ESI providing such use is in accordance with the Brand Guidelines.

The Retailer Account

Where applicable in accordance with clause 3.3.2, in respect of the Retailer Account, Merchant Partner shall not, (except to the extent expressly permitted under this Agreement):

1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Retailer Account in any form or media or by any means;

2. attempt to de-compile, reverse compile, disassemble, reverse engineer all or any part of the Retailer Account;

3. access all or any part of the Retailer Account in order to build a product or service which competes with the Services;

4. use the Retailer Account to provide services to third parties; or

5. introduce or permit the introduction of any virus into the Retailer Account or ESI's network and information systems.

Merchant Partner shall prevent any unauthorised access to, or use of, the Retailer Account and, in the event of any such unauthorised access or use, notify ESI immediately.
Merchant Partner shall indemnify ESI for any loss, liability, damages and reasonable costs (including legal costs) arising as a result of any non-compliance with this clause 8.

Marketing of the Reward Programmes and the inclusion of Merchant Partner as a Retailer

ESI is authorized by the Merchant Partner to promote the inclusion of Merchant Partner Retail Outlets and its offers on the Reward Programmes, across various TV, Digital Marketing, and Social Media platforms without any charge to Merchant Partner.
ESI is authorized by the Merchant Partner to communicate both in store and online at Merchant Partner Retail Outlets, the Reward offers to End Users of the Reward Programmes and Reward Programme Partners via in-app notifications, beacons, social, direct marketing and email communication.
Merchant Partner is permitted to promote the Reward Programmes to its Customers by word of mouth. Any promotional materials/ literature/ documents prepared for use by the Merchant Partner / the Merchant Partner Retail Outlets, must however have prior written approval from ESI.

Data Protection‍

Both Parties will comply with all applicable requirements of applicable legislation and regulations relating to the protection of personal data including but not limited to the Information Technology Act, 2000, Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, along with various sectoral regulations under regimes such as banking, telecom, insurance, and consumer protection, and the Digital Personal Data Protection Act, 2023 (when it comes into force), and/or any amendments thereto and re-enactments thereof.

Charges and Payment of Rewards

The Parties Agree:

1. In return for the Services, Merchant Partner shall pay the applicable Reward payments as set out in the Terms of Services;

2. ESI may from time to time, at its sole discretion, communicate in writing to the Merchant Partner that as a promotional incentive and at its own cost, provide an ESI Incentive Reward;

3. All amounts due under the Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

From the Services Start Date:

1. The cost of all Rewards awarded as a result of Qualifying Transactions undertaken by Merchant Partner End Users at all Merchant Partner Retail Outlets on all Reward Programme’s shall be borne by Merchant Partner. All amounts due under the Agreement are payable within 30 days of receipt of invoice. All amounts due to ESI under the Agreement will be paid to the ESI Nominated Bank Account;

2. Merchant Partner End Users will receive Rewards via the Rewards Programme(s) they are signed up to and can redeem their Rewards with participating Retailers on the Reward Programme they are signed up to.

ESI shall raise a GST tax invoice on a monthly basis. Such invoice shall be submitted to the Merchant Partner within 10 days of the next calendar Month and will be paid by the Merchant Partner to ESI in accordance with this Agreement.

Transaction Queries

In respect of transaction queries, the Parties agree:

1. With regards to the Merchant Partner End User Queries that ESI is unable to resolve or respond to, without the assistance from Merchant Partner, ESI shall provide the Merchant Partner with a detailed report of such Merchant Partner End User Queries (the “Customer Query Log”) in a format and within the timescales, agreed between the Parties from time to time;

2. Merchant Partner shall provide a response to all transaction queries on the Customer Query Log, to ESI within 7 days of receiving the Customer Query Log;

3. In the event that Merchant Partner does not provide a response to any transaction queries within the timeframe agreed in clause 12.1.2 and this results in loss to ESI, ESI shall invoice Merchant Partner to recover such loss;

4. Upon termination or expiry of the Agreement, if there remains unresolved Merchant Partner End User Queries, ESI will use its best endeavors to resolve them.

Representations and Warranties

Each Party represents and warrants to the other Party that:

1. it has the power to execute, deliver, and perform its obligations under this Agreement and all necessary corporate and other actions have been taken to authorize such execution, delivery, and performance;

2. it has all requisite power and authority, and does not require the consent of any third party to enter into this Agreement and grant the rights provided herein;

3. it complies with all applicable laws and regulations;

4. the execution, delivery, and performance of its obligations under this Agreement does not and will not: (i) contravene any applicable law or any judgement or decree of any court having jurisdiction over it; or (ii) conflict with or result in any breach or default under any agreement, instrument, regulation, license or authorization binding upon it or any of its assets.

Merchant Partner represents and warrants that it has the right to license and/or sub-license the use of company name, trading name, logo and tagline of the Merchant Partner including but not limited to the purposes set out in clause 7.1.1 and 7.2 of this Agreement.

Intellectual Property Rights

The Parties agree:

1. Intellectual Property Rights owned by each respective Party shall remain the property of such Party and nothing in this Agreement shall be taken to represent an assignment, license or grant of other rights in or under such Intellectual Property Rights to the other Party other than that expressly set out in this Agreement. Except as agreed in this Agreement, the Parties agree to not use the other Parties’ name/trademark/logo etc without the prior written consent of the other Party; and

2. For the avoidance of doubt, ESI owns all Intellectual Property Rights and any other rights connected with the Services, including but not limited to, in relation to and associated with the technology that delivers the Services (including but not limited to, Single.id Tracking) and the information such technology collects about Reward Programmes, Retailers and End Users. Merchant Partner, is not granted and shall not obtain or acquire in any way, Intellectual Property Rights or licenses whatsoever, connected with the Services and/ or the technology, or otherwise, under this Agreement.

Termination

Without prejudice to any other rights or remedies available to it, ESI may terminate this Agreement by providing the Merchant Partner with thirty (30) days’ prior written notice.
Without affecting any other right or remedy available to it, either Party may terminate this Agreement immediately due to any one of the following reasons:

1. Any misrepresentation, breach or violation of the any term of this Agreement by a Party, which is not remedied within a period of 30 days from the date of Notice of such misrepresentation, breach or violation by the other Party;

2. If any liquidation, bankruptcy or winding up proceeding is initiated against any of the Parties and stay is not granted by a court of competent jurisdiction; and/ or

3. With the mutual consent of both the Parties.

Termination Consequences

On the termination of this Agreement in accordance with clause 15:

1. each Party shall return to the other Party all equipment, materials and property belonging to and supplied by that other Party in connection with this Agreement;

2. each Party shall return to the other Party all documents and materials (and any copies) containing the other Party's Confidential Information and, to the extent possible, erase any such Confidential Information from its computer systems; and

3. the Parties acknowledge and agree any intellectual property licences granted shall terminate with immediate effect and ESI will remove the Merchant Partner brand and content immediately from the Reward Programmes.

Indemnity

Merchant Partner (indemnifying party) agrees to indemnify, ESI (indemnified party) from and against:

1. Any third party substantiated claim (including intellectual property infringement claim), liability, loss, damage, and/ or reasonable legal costs arising out of any failure of the indemnifying party to perform its obligations described hereunder, gross negligence or willful misconduct in the fulfilment of its obligations hereunder, or for infringing the intellectual property rights of any third party; and

2. Any liability, loss, damages or reasonable legal costs incurred by the indemnified party arising from any failure of the indemnifying Party to perform its obligations described hereunder, gross negligence or wilful misconduct in the fulfilment of its obligations hereunder, or for infringing the intellectual property rights of any third party.

Limitation of Liability

Notwithstanding anything in this Agreement to the contrary and to the extent permitted by applicable law, in no event shall either Party, its employees or directors be liable for any form of incidental, consequential, indirect, special or punitive damages of any kind, or for loss of revenue or profits, or loss of business, whether such damage arise in contract, tort or otherwise, irrespective of fault, negligence or strict liability or whether such Party has been advised in advance of the possibility of such damage.

Confidentiality

Each Party undertakes that it shall not at any time during the Agreement, and for a period of 3 years after termination or expiry of the Agreement, disclose to any person any Confidential Information concerning the business, trade secrets, affairs, customers, clients or suppliers of the other Party or of any member of the Group to which the other Party belongs, except as permitted by clause 19.3.
Merchant Partner agrees in particular, but not limited to, not to communicate details of its trading terms with ESI to any Reward Programme Partner. ESI agrees in particular, but not limited to, not to communicate details of its trading terms with Merchant Partner to any Reward Programme Partner.
Each Party may disclose the other Party's Confidential Information:

to its employees, officers, directors, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the Party's obligations under the Agreement. Each Party shall ensure that its employees, officers, directors, representatives, contractors, subcontractors or advisers to whom it discloses the other Party's Confidential Information comply with this clause 19; and
as may be required by law, a court of competent jurisdiction or any governmental, supervisory or regulatory authority.

Neither Party shall use any other Party's Confidential Information for any purpose other than to perform its obligations under this Agreement.
For the avoidance of doubt, the Parties agree information is not Confidential Information if:

1. it is, or becomes, generally available to the public other than as a direct or indirect result of the information being disclosed by the recipient;

2. it was lawfully in the possession of the recipient before the information was disclosed by the discloser; or

3. the Parties agree in writing that the information is not confidential.

Amendment

ESI reserves the right to amend the terms of this Agreement at any time, provided that such amendment(s) shall be communicated in writing to the Merchant Partner and such amendment(s) shall take effect 30 (thirty) days following the written notice. For the avoidance of doubt any and all amendments shall be incorporated into this Agreement.

Assignment

Save that either Party may assign all or part of the rights and obligations under this Agreement to a member of its Group, the rights and obligations of either Party under this Agreement shall not be transferred or assigned to any third-party, without the prior written consent of the other Party.

Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of India.
The Parties, at the first instance, shall attempt to resolve any dispute arising out of or relating to this Agreement through negotiations between senior executives/officers of the Parties, who have the authority to settle the same.
The courts of Mumbai shall have exclusive jurisdiction over any matter arising out of the Agreement (including any non-contractual disputes arising therewith).

Relationship between the Parties

The relation between the Parties hereto shall be on a principal-to-principal basis and nothing herein shall be construed to create the relationship of principal and agent or employer and employee or partnership or joint venture or otherwise, between them.

Non-Exclusivity

This Agreement is executed on a non-exclusive basis and the Parties are free to tie up with any other party.

Entire Agreement

This Agreement and annexures attached hereto shall constitute the entire agreement between the Parties and contain all the terms and conditions agreed between the Parties on the subject matter hereof. This Agreement supersedes and excludes all prior agreements or arrangements, written or oral, between the Parties with respect to the subject matter, if any. Each Party acknowledges that in entering into the Agreement it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

No Waiver

Any non-exercise of any right under this Agreement by either Party shall not be construed to be a waiver of such a right and that Party shall be entitled to exercise the same right in the future.

Severability

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 27. shall not affect the validity and enforceability of the rest of this Agreement.

Notices

Any notice or communication required or permitted to be given under this Agreement shall be in writing and shall be deemed duly given if (i) delivered by hand against written acknowledgment, (ii) sent by registered government speed post with acknowledgment due, or (iii) sent by email to the email address specified by the receiving Party. Such notices shall be addressed to the receiving Party’s registered office or to any other address (including email address) as may be notified in writing by such Party from time to time. Notices shall be deemed to have been received (a) at the time of delivery, if delivered by hand; (b) on the date of delivery as per postal records, if sent by registered post; or (c) upon successful transmission, if sent by email (unless a failure or error notification is received).

Third Party Rights

No person other than the Parties to this Agreement shall have any rights under it, nor shall it be enforceable by any person other than the Parties to it.

Bribery and Corruption

Both Parties shall comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption.

Arbitration

Any dispute or difference arising between the Parties shall be resolved amicably at the first instance. Notwithstanding clause 22, where agreed in writing between the Parties, the Parties may agree to refer a dispute for final resolution to arbitration instead of litigation. In such circumstances, unresolved disputes, shall be submitted to arbitration to a sole arbitrator. The arbitration shall be conducted in accordance with the provisions of the Arbitration and Conciliation Act 1996 along with the Rules there under and any amendments thereto. The arbitration shall be conducted in English. The decision/award of the arbitrator shall be final/conclusive and binding on the Parties. The seat and venue of the arbitration shall be at Mumbai.

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