Spice Money Limited: Terms and Conditions

  1. GENERAL
    1. These terms and conditions ("Terms") along with the Privacy Policy (as defined) constitute an agreement between Spice Money Limited (hereinafter referred as “COMPANY") and the customer service points (CSPs)/agents/merchants/retailers/ of COMPANY ("CSPs"), entitling such CSPs to provide the Services (as defined herein) to the customers in India through the portal/ website: web.travelunion.in or, mobile application namely "Travel Union" ("Terminal"). These Terms are in addition to any other agreement that may have been executed between COMPANY and such CSPs for the purpose of providing the Services. However, in case of any inconsistency in the provisions of these Terms and such agreement, the provisions of these Terms shall prevail to the extent of such inconsistency.
    2. You acknowledge that You propose to be engaged with COMPANY as its CSP in order to provide the Services to customers in India and thus have commenced the log-in to the Terminal. However, please note that before you commence to provide the Services as a CSP of COMPANY, You are required to read and understand these Terms and only if You are agreeable to these Terms, You can proceed and continue to log-in and provide the Services as CSP of COMPANY. By continuing to log-in and access the Terminal and provide the Services, it shall be deemed that You agree to be bound by these Terms. However, in case, You do not agree to these Terms, You are required, not to proceed with log-in and leave the Terminal immediately. Please note that in case You do not agree to these Terms, You are not entitled to provide the Services and to be associated with COMPANY as its CSP.
    3. You agree and acknowledge that the access and use of the Terminal by You is voluntary and of Your own accord and Your access and use of the Terminal shall be subject to the Applicable Laws (as defined).
    4. You acknowledge that in respect of certain Services, You shall not be entitled to deal in them unless Your account has been approved by the respective Service Providers (as defined).
    5. The phrase 'to provide the Services' or 'provisioning of the Services' used in these terms shall be construed to mean 'onward provisioning, sale, distribution and supply of Services through the Terminal'.
    6. The terms and conditions specific to a particular Service(s) shall be applicable on You and COMPANY when You opt for such Service(s).
    7. You hereby agree and specifically authorize COMPANY to share Your details, documents and credentials to prospective customers and partners of COMPANY with the objective of increasing Your business.
  2. DEFINITIONS
    The words and expressions beginning with capital letters in these Terms shall, unless the context otherwise requires, have the meaning ascribed thereto herein:
    1. Applicable Law: shall mean any and all applicable laws, statutes, rules, regulations, directions, guidelines, ordinances, orders, policies, judgments, decrees or other requirements or official directives of any Governmental, statutory and regulatory authorities, Unique Identification Authority of India (UIDAI) or courts of law.
    2. Customers: shall mean the end users approaching the CSPs for availing the Services.
    3. CSP Location: shall mean the shop or office premises owned or rented by the CSP, to be used for the purpose of rendering of Services to the Customers.
    4. Privacy Policy: shall mean the policy which is separately given on the Terminal.
    5. Services: shall mean the following services, under the brand "Travel Union" as made available to the CSP for onward provisioning, sale, distribution and supply through the terminal:
      1. Facilitation of online booking of flight tickets, bus tickets and hotel accommodations on behalf of Service Providers
      2. Other services as made available to the CSP for onward sale, distribution and supply through the Terminal
    6. Service Provider: means the entities engaged in the business of provision of the Services in respect of which COMPANY has or may have, agreements from time to time, authorizing COMPANY, for onward provisioning, sale, distribution and supply of such Services through the CSPs.
    7. Software Program: shall refer to various Software Programs supplied by COMPANY that can be installed into Terminal equipment or computer enabling the dispensation of Services electronically.
    8. Transactions: shall mean the electronic transactions undertaken by You pertaining to onward provisioning, sale, distribution and supply of Services to the Customers through the Terminal.
  3. YOUR OBLIGATIONS
    1. Following Obligations shall apply to You, generally in respect of all the Services.
      1. General in nature
        1. You shall at all times comply with instructions, directions, guidelines and policies issued by COMPANY, from time to time relating to the performance of Your obligations as CSP under these Terms. You shall also, at all times comply with the provisions of, and maintain and preserve all records, registers, books and papers and information (which shall be available for inspection and audit along with supply of extracts thereof, as and when required either by COMPANY or Service Provider or other competent statutory authorities), as required under, Applicable Laws including but not limited to relevant KYC/Anti-Money Laundering/Financial Terrorism related norms/ rules/ regulations/ circulars as mandated by relevant statutory authorities. In addition, you shall comply with the requests and directions of Service Providers, received in reference to your engagement with COMPANY as its CSP. Further You shall submit periodic reports, returns, statements, certificates and such other documents as may be required by COMPANY/Service Provider and/or competent statutory authorities from time to time or as provided under Applicable Laws.
        2. You shall also co-operate in good faith to correct any practice which are found to be deficient during the audit and inspection, within a reasonable time after receipt of audit report from COMPANY/ Service Provider and/or competent statutory authorities, as the case may be.
        3. You shall provide all kinds of support and facilitation to COMPANY, while performing the scope of work as mentioned in these Terms.
        4. You shall deal with, provide and resolve all queries, clarifications, inquiries, disputes and / or complaints of the Customers in relation to Services offered. You shall be responsible in resolving the complaints/ disputes from the Customers and third parties against You arising on any account whatsoever. You acknowledge that COMPANY shall not be liable and responsible in any manner whatsoever for any complaints/ disputes or issue arising between You and the Customer and third parties.
        5. You shall not accept any gift, commission or any sort of gratification in cash or kind from any person, party or firm or other company having dealing with COMPANY and if You are offered any of such, You shall immediately report the same to the management of COMPANY.
        6. You shall be solely responsible to pay the salaries and other employees related payments to Your personnel/employees and for taking policies such as medical insurance, life insurance etc for them and to comply with all Applicable Laws relating to employment of such personnel/employees of You and COMPANY shall have no responsibility or liability of any kind whatsoever for the same.
        7. You undertake that You shall at Your own risk and cost keep and maintain the CSP Location in proper manner for rendering of the Services to the Customers and procure/ facilitate sufficient man power for the same and keep the complete and proper accounts relating to rendering of the Services.
        8. You shall not indulge in or promote any unlawful, illicit or illegal activity or purposes while providing the Services.
        9. You acknowledge that COMPANY officials shall have the right to undertake a visit on Your premises or CSP Location on any day to satisfy itself about the authenticity and credibility of the information provided by You during or before your enrolment as a CSP with COMPANY or in connection with performance of any obligations by You under these Terms.
        10. You shall comply with all Know Your Customer (KYC) requirements, as may be required by the Applicable Law and as per policies as communicated by COMPANY/Service Provider from time to time.
        11. You shall discharge Your fiduciary obligations with respect to providing the Services to the Customers promptly and without failure. You shall have in place suitable arrangement, processes and risk control mechanism to ensure that there is no default or delay in effective delivery of Services to the Customers.
        12. In case of change of any details pertaining to your business and engagement with COMPANY as a CSP or changes in the contact details like mobile number/landline number, email id/registered address/ Shop or CSP Location change, You shall inform COMPANY of the same promptly in writing or by email, providing full details of such changes.
        13. You shall ensure that you have all the valid licenses and efficient staff to undertake the Transactions.
        14. You shall not host, display, upload, modify, publish, transmit, update or share any information that:
          1. belongs to another person and to which You do not have any right to;
          2. is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; or unlawfully threatening or unlawfully harassing including but not limited to "indecent representation of women" within the meaning of the Indecent Representation of Women (Prohibition) Act, 1986;
          3. harm minors in any way;
          4. infringes any patent, trademark, copyright or other proprietary rights or third party’s trade secrets or rights of publicity or privacy or shall not be fraudulent or involve the sale of counterfeit or stolen items;
          5. violates any law for the time being in force;
          6. deceives or misleads the addressee/ users about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
          7. impersonate another person;
          8. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; or contains any Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, diminish value of, surreptitiously intercept or expropriate any system, data or personal information;
          9. threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting any other nation.
          10. shall be false, inaccurate or misleading;
      2. Exclusivity
        1. You shall not engage, deal with or enter into an agreement with any other party or any company/organization engaged in rendering/sale/promotion of same/similar services.
        2. You undertake to use CSP Location solely for the Services and confirm that CSP Location is neither being currently used and nor will be simultaneously used in future for any similar services and/or product offerings of any other company.
      3. Advertising and Representation as a CSP of COMPANY
        1. You agree to provide adequate space at the CSP Location for display/selling/ branding/marketing of the Services as per the guidelines of COMPANY or/and statutory regulations or mandates of Service Provider.
        2. You in all Your dealings with the third parties shall describe Yourself only as "CSP" of COMPANY and under no other description or nomenclature. You shall not describe Yourself as a partner or employee of COMPANY nor shall You be entitled to represent COMPANY in any other manner whatsoever.
        3. You shall not (except in the normal course of COMPANY's business) publish any article or statement, deliver any lecture or broadcast or make any communication to the press, including magazine publication relating to Services or to any matter with which COMPANY may be concerned, unless You have obtained the written permission from COMPANY.
        4. You shall not give or make any guarantees, warranties or representations on behalf of COMPANY as to the conditions, quality, durability, performance of the Services other than or different from those provided by COMPANY in writing. You shall not use any advertising or promotional materials tending to mislead the public; or make any false or misleading representation with regard to the Services and Terminal.
        5. COMPANY, at its sole discretion, may provide to You suitable advertisement support, technical and marketing guidance and staff training as and when it may deem necessary. You shall not make use of COMPANY's logo/mark on any slips/receipts, visiting cards, letter heads etc. without written approval/consent of COMPANY.
        6. You undertake that You shall not do anything that damages the name, goodwill and reputation of COMPANY, its subsidiaries, clients, suppliers and affiliates and shall protect and enhance the name, goodwill and reputation of COMPANY during the course of the fulfilment of Your obligations under these Terms.
        7. You shall display, in such manner as directed by COMPANY, the Services and other charges and fees that may be advised by COMPANY or as per directives of Applicable Law from time to time.
        8. You shall prominently display the certificate of authorization/ training issued by COMPANY, if any.
        9. You shall display such grievance redressal policy and in such manner as communicated from time to time by COMPANY, at the CSP Location.
      4. Technology-related Obligations
        1. You shall integrate Your hardware/software with COMPANY's systems as and when required by COMPANY, for seamless rendering of the Services.
        2. You agree to maintain the strict secrecy and confidentiality of log-in user-id and password provided to You and You shall not disclose the same to any third party. You agree that You shall be solely responsible for any unauthorised use or disclosure of Your user-id and password and COMPANY shall not be liable in any manner whatsoever for any losses, claims, liabilities arising out of or in connection with such use and/or disclosure.
        3. You shall bear all costs and expenses for establishing and maintaining the network link between COMPANY and You for the Services.
        4. You shall ensure availability of the required infrastructure, system, hardware, software, network, scanners and other devices, as required for the provisioning of the Services at Your outlet.
        5. You shall promptly notify COMPANY, in the event there is an error in the Your connection with COMPANY or You are unable to process the Transactions for any other reason whatsoever.
        6. You shall ensure that it shall not compromise the integrity and robustness of the systems, network, connectivity, Terminal and any hardware, software and equipments used in the provisioning of the Services whether belonging to any statutory authority or COMPANY or You or any third party. You shall be solely responsible for ensuring that same shall, at all times, be free from all malware, viruses, black boxes, trapdoors, trojan-horses etc.
        7. You shall not sell, redistribute, reproduce, modify, decompile, disassemble or reverse engineer any part or portion of the Terminal; and not to use the same for any purpose that violates the Applicable Laws. The same restrictions shall mutatis mutandis apply in respect of any internet-based application/ platform that You shall be provided access to for the purpose of providing the Services.
        8. You shall not permit any third party to use the Terminal and Terminal-related content for any purpose other than in accordance with these Terms. The same restrictions shall mutatis mutandis apply in respect of any internet-based application/ platform that You shall be provided access to for the purpose of providing the Services.
        9. COMPANY/Service Provider shall be entitled to review the security practices and control processes of You use periodically and require You to forthwith disclose security breaches that come to Your knowledge.
        10. You acknowledge that in the event of instability of COMPANY's system or an emergency, COMPANY may, upon written notice to You, temporarily suspend the access to the Service and Terminal.
        11. You shall ensure to have the requisite infrastructure for protecting the privacy and confidentiality of sensitive Customers' data (bank details, passwords, card details, PIN etc.) in compliance with the industry standards as applicable, such as ISO/IEC 27001 and provisions of the Information Technology Act (as amended from time to time). You shall ensure that no such Customer data is misused by You.
      5. Transactions-related Obligations
        1. Float Amount: You shall at all times maintain with COMPANY, such minimum amount as directed by the COMPANY ("Float Amount") towards the access of Services. Such Float Amount shall be deposited with COMPANY through banking channel only and not by way of cash. You shall also maintain the details of payment of such deposit made by You with the COMPANY. Float Amount shall be used/adjusted towards the settlement of the Transactions pertaining to Services. The Transaction Amount and any other amount payable to COMPANY by You shall be debited from the Float Amount on real-time basis and commissions (wherever applicable) and any other amount payable to You on the said Transactions shall be credited to the said Float Amount. You agree that the Transaction Amount payable by You shall not exceed the Float Amount at any point of time in any circumstances. This Float Amount shall be replenished from time to time by You in order to maintain the minimum amount as specified above. Maintenance of such Float Amount is the essential condition of Your engagement with COMPANY as its CSP.
        2. You shall furnish instant confirmation of payment made/success of Transaction via a payment receipt/confirmation message to the Customers. The receipt could be in physical or electronic form (SMS/ email etc.) or as per Applicable Laws. You shall issue receipts of Transactions to Customers generated through system and no manual receipt shall be issued.
        3. You are not authorized to hold or retain cash received from Customers without completing the Transaction.
        4. You are prohibited from charging any fee to the Customers directly for Services rendered by You on behalf of COMPANY. You shall collect only defined amount as a fee from Customer and shall acknowledge the same by issuing a receipt (in printed or electronic form generated from the system) on behalf of COMPANY. The defined amount shall be communicated by COMPANY to You from time to time and shall be at COMPANY's sole discretion. You shall not take any additional fee directly from Customer on behalf of COMPANY.
        5. You shall disclose the charges and fees pertaining to Services and various types of transactions conspicuously at CSP Location for the benefit of the Customers.
        6. You agree to take all necessary care and observe due diligence while carrying out Transactions and shall be wholly and exclusively responsible for any liability arising due to failure to do so. You shall take all care in entering the Customer's details correctly for carrying out Transactions and COMPANY shall not be liable for any wrong Transactions. You are solely responsible to resolve issues arising out of any incorrect details and COMPANY shall not have any liability or responsibility in such cases.
        7. You shall maintain secrecy of Transactions according to Applicable Laws.
        8. You shall at all times maintain such amount of cash as is necessary for undertaking the Transactions.
        9. You shall reimburse COMPANY in case of Chargebacks (wherever applicable) as received by COMPANY from the Bank.
        10. You shall not keep or store in any manner, any and all data pertaining to the Transactions or payments, including but not limited to Transaction logs, in Your possession or control directly or indirectly and You are hereby prohibited to download such data from the Terminal.
  4. IRCTC ID and OTP RENEWAL PROCESS
    If you are taking IRCTC ID from Spice Money Limited, then you have to make a payment towards initial ID purchase as per the prevalent cost and there will be yearly renewals to continue using IRCTC service:
    1. IRCTC ID is valid for a period of 1 year from the date of registration and will be auto-renewed every year with Rs. 590 which will be auto debited from the wallet.
    2. OTP service is valid for a period of 1 year from OTP start date and will be auto-renewed every year with Rs. 590 which will be auto-debited from the wallet.
    3. Dongle service is valid for a period of 2 year from Dongle start date and has to be renewed once in every two year with Rs. 2360.
  5. CANCELLATION AND REFUND POLICY
    Travel tickets can be cancelled as per the cancellation policies of the supplier; and refund is applicable as per the time of cancellation.
  6. CODE OF CONDUCT
    1. CUSTOMER SERVICE
      1. The Customer communication information including but not limited to, Services' information, fees, charges and transaction limits, terms and conditions needs to be displayed at the CSP Location in such a way that it is prominently visible to the approaching Customers.
      2. Customers need to be attentively attended and all their doubts and queries should be clarified with the best effort by You.
      3. Any dispute or transaction errors at the counter shall be resolved or raised to COMPANY before the Customer leaving the counter.
      4. You shall prominently display at CSP Location, the details of the Customer grievance policy, Customer complaint redressal mechanism including the contact details and phone number for complaint redressal, for the benefits of the Customers.
      5. You shall display proper signage of COMPANY and the customer care contact details including details of nodal officials for grievance redressal (telephone numbers, email address, postal address, etc.), as provided by COMPANY.
    2. WORKPLACE RESPONSIBILITIES - DO'S AND DON'TS
      Do's
      1. Personal dignity, privacy, and personal rights of every individual should be maintained.
      2. Work together with women and men of various nationalities, cultures, religions, and races in a professional manner.
      3. Maintaining honesty and transparency at every stage of carrying out the Services.
      Don'ts
      1. Do not discriminate, harass or offend anybody by whatever means.
      2. Do not engage in contacts with competitors that could create even an appearance of improper arrangement, whether the contact is in person, in writing, by telephone or through e-mail.
    3. CONFLICT OF INTEREST AND OUTSIDE ACTIVITIES
      Conflicts of Interest - General principle
      1. Conflicts of interest can occur if business practices sacrifice interests of one set of Customers in favour of another or place business interests ahead of Customers.
      2. CSP shall be sensitive and responsible to any activities, interests or relationships that might interfere with or even appear to interfere with, his/her ability to act in the best interests of all stakeholders.
    4. PRIVACY - DO'S AND DON'TS
      Do's
      1. Properly control access to your work areas and computers.
      2. Protect the physical security of official information.
      3. Limit access to information strictly to those with a legitimate business reason for seeking that information.
    5. Don'ts
      1. Do not discuss sensitive matters or confidential information in public places.
      2. Do not transfer official information into personal databases or carry hard copies of official information, otherwise than for official purposes outside the office.
      3. Do not disclose the username and password of the Terminal to any one.
      4. Do not share sensitive financial details, like password, etc through email
      5. Do not use un authenticated flash or pen drive, or software on your computer through which you transact on COMPANY money portal/any of its business
      6. Do not open emails from unidentified sources and delete them.
    6. KNOW YOUR CUSTOMER (KYC)/ ANTI MONEY LAUNDERING
      1. You shall always and strictly follow the KYC policy of COMPANY as and when applicable.
      2. You acknowledge that Money Laundering legislations criminalize money laundering in respect of all crimes including drug trafficking, terrorism, theft, tax evasion, fraud, handling of stolen goods, counterfeiting and blackmail. It is also an offence to undertake and/or facilitate transactions with individuals and entities involved in criminal activities.
      3. You are aware of the Anti Money Laundering Policy as adopted by COMPANY.
      4. You shall escalate all suspicious activities/transactions in respect of money laundering regardless of the amount involved or the nature of the offence as per the applicable procedures. Failure to report suspicious transactions despite having knowledge is an offence.
      5. You shall not provide assistance to any person to launder proceeds of any criminal conduct. Prejudice an investigation by informing (i.e., tipping off) the person who is the subject of a suspicious transaction.
    7. Important Phishing Notice
      1. Always check for the correct url address For COMPANY Agents - web.travelunion.in
      2. Do not enter login or other sensitive information to any other website except listed the above one.
      3. Please always change/reset your password/PINs periodically (suggested in every 3 months)
      4. Do not share your ID and password with anyone.
      5. Phishing is a fraudulent attempt, usually made through social media sites like Facebook, email, phone calls, including IVR, SMS etc seeking your personal and confidential information, they may claim to be in position of authority
      6. Phishing can also happen through shared system or virus infected system, hence ensure you are logging on a system which is free from any virus or malware
      7. Trash or forensic recovery- Fraudsters can collect information from discarded materials such as old computer equipment's like hard drive, pen drive, DVD, CD etc)
      8. Baiting - Such instances happen when we download movies, songs, or plug in any unverified external devices
      9. Give and Take - Fraudster will commit to give some benefit or gift in exchange of a specific information from the target
      10. COMPANY never sends you message (via any medium), email or calls you over phone to get your personal information, password. Any messages, calls or emails are an attempt to fraudulently withdraw money from your wallet account maintained with COMPANY from your Login Portals. Never respond to such messages/web address/email/SMS or phone call. Please report immediately to care@travelunion.in -.
      11. Whenever you want to reset your Login Password, you can use the link given on the portal or please call at +91 120 5077784.
      12. Some Websites may have created similar design and template as ours, please check the URL address web.travelunion.in before you put your username and password.
      13. In case you note a phishing activity, please report to care@travelunion.in
    8. GENERAL
      1. You shall provide full support and cooperation to COMPANY, and furnish all the information, papers and documentation promptly in connection with any enquiry, investigation or audit done by COMPANY or any external agency or regulatory or governmental authority in connection with provisioning of the Services and You specifically consent and authorize COMPANY to share Your said information, details, credentials and documents to any regulatory/government authority as per requirement of such authority.
      2. You shall ensure that the Customers visiting the CSP Location for the purpose of the availing the Services are intimated and educated about the full details of the Services, the terms and conditions governing the Services, Customer grievance redressal mechanism, forfeiture policy and/or any other details as required by Applicable Law and/or COMPANY from time to time.
      3. You shall always ensure to intimate the Customers that the Services are being provided under the brand "Travel Union" which is owned and powered by COMPANY.
      4. You agree that all the terms and conditions mentioned herein are all material to these Terms and Your engagement with COMPANY as its CSP and agree to comply therewith.
      5. The obligations herein shall apply jointly and severally to You and Your assigns.
      6. The provisions of these Terms shall, as far as permitted by Applicable Law, shall be binding upon the parties, executors, trustees, curators, legatees, heirs and other successors in title.
      7. You shall not cede or assign any of Your rights or obligations under the Terms without the prior written consent of COMPANY.
      8. You hereby agree to abide by all the terms, conditions and obligations as mentioned anywhere else on the Terminal, which shall be considered as incorporated herein by way of reference and that they shall be binding on you without any contest or demur.
      9. You hereby acknowledge and agree that the Terms may be amended by COMPANY in its sole discretion, and such amendment shall be binding upon you from the date of publishing of the same on the Terminal. You shall not be entitled to challenge the discretion of COMPANY at any point in time in any forum.
      10. COMPANY may or may not inform You about changes in these Terms. You hereby agree that You shall check the Terms regularly to keep yourself updated on the said changes.
  7. SYSTEM REQUIREMENTS
    1. In order to access the Terminal and provide the Services, You are required to have an internet compatible and internet enabled desktop/laptop/mobile device.
    2. It is Your responsibility to ensure Your mobile device/desktop/laptop meets all the necessary technical specifications to enable You to access the Terminal and provide the Services.
    3. It is Your responsibility to ensure that the operating system, antivirus software any other software is licensed and original.
  8. CHARGES AND PAYMENTS
    1. Unless otherwise agreed in writing, You agree to give Non-refundable charge to COMPANY, as intimated by COMPANY for the purpose of provisioning of Services through the Terminal. This charge will not be refundable in any circumstance and is a charge towards Services set-up and maintenance costs of COMPANY.
    2. COMPANY may levy integration fee/ charges for integrating its systems with Your systems for enabling the provisioning of the Services. COMPANY may also charge fees from You like software or Terminal up-gradation fee or any other fee to recover the cost of up-gradation/installation of software/Terminal/any other equipment at Your end for the provisioning of the Services.
    3. The charges and payments for the provisioning of the Services by You, as a CSP of COMPANY shall be as per details as prevailing on the date of Transactions as communicated via email or SMS or any other mode from time to time and in absence thereof, as specified on the Terminal and the same will be subject to TDS and other taxes as per the laws applicable.
  9. TERMINATION, EFFECTS OF TERMINATION AND LIQUIDATED DAMAGES, FINES AND PENALTIES
    1. TERMINATION
      1. COMPANY shall have the right, at its sole and absolute discretion, to terminate your engagement as a CSP of COMPANY, without any liability by COMPANY to You upon giving 15 days prior written notice to You, without assigning any reason thereof; Similarly, You shall have the right to terminate your engagement as a CSP of COMPANY, upon giving 30 days prior written notice to COMPANY.
      2. COMPANY shall have the right to terminate your engagement as a CSP of COMPANY without any liability by COMPANY to You immediately, upon written notice by COMPANY, if there is (i) any material adverse change in the business environment or (ii) any change in Applicable Law or (iii) any requirement or directive of the Service Provider, which prevents the continuing of the arrangement under these Terms or if the license/permission/approval of COMPANY, given by any statutory/ regulatory authority/Bank/Service Provider is revoked or terminated for any reason.
      3. COMPANY shall have the right to terminate your engagement as a CSP of COMPANY without any liability by COMPANY to You immediately, upon written notice by COMPANY, if the You cease or threaten to cease to carry on all or a substantial part of Your business, or become insolvent, or make an assignment for the benefit of Your creditors, or a receiver is appointed for Your business, or an order is made for the winding up or liquidation of Your business (other than for the purposes of amalgamation or reconstruction).
      4. COMPANY shall have the right, at its sole and absolute discretion, either, to temporarily deny, limit, suspend Your log-in and access to the Terminal to provide the Services, and/or take any other action as it may deem fit, including levying liquidated damages (as specified below) and/ or pursuing any remedies that may be available under any Applicable Law or, terminate your engagement as a CSP of COMPANY immediately and in all such cases, without any liability by COMPANY to You, and without any notice to You, on occurrence of the following events of default ("Events of Default"):
      1. You are found to be engaged in any material violations, breach, defaults and non-compliance of these Terms and/or Privacy Policy.
      2. You are found to be involved in gross negligence or serious misdemeanor or any undesirable activity or any criminal offence including but not limited to cyber crime, fraudulent activity, forgery, misappropriation of funds, breach of trust.
      3. You are found to be overcharging from the Customers for the Services and/or collected any fees/charges other than specified by COMPANY.
      4. There are frequent Customer complaints against You and/or You are found to be misbehaving with any Customer.
      5. Customer complaints/disputes against You continue even after repeated warnings are issued by COMPANY.
      6. In the opinion of COMPANY, any breach of these Terms is not curable or Your continuation of the provisioning of the Services is not desirable or its continuance therein poses a grave systemic risk.
      7. You do not continue to conform to the qualification/ eligibility criteria for Your appointment/ engagement, as set by COMPANY or any statutory or regulatory authority.
      8. You fail to adhere to Applicable Laws and other statutory requirements.
      9. You have abused Your rights to provide the Services.
      10. You are in breach of the Privacy Policy.
      11. You have performed any act which is or likely to be harmful or defamatory to COMPANY, its customers, suppliers or any other third party.
      12. You made use of the Services to perform an illegal act, or for the purpose of enabling, facilitating, assisting or inducing the performance of such an act.
      13. You made any confidential and/or proprietary information pertaining to COMPANY and/or the Services public without the prior written consent of COMPANY.
      14. Your continuation as CSP is not desirable or Your continuance as a CSP poses risk to COMPANY, as decided by COMPANY in its sole discretion.
    2. EFFECTS OF TERMINATION
      1. The termination of Your engagement as a CSP with COMPANY, for any cause or without any cause whatsoever, shall have following effects and consequences:
        1. You shall cease to represent COMPANY in any of Your dealings with any third party.
        2. All rights granted to You or COMPANY under these Terms shall terminate. Your log-in and access to the Terminal shall get terminated and You shall not be able to access and log-in to the Terminal and You shall not be entitled to provide the Services.
        3. You shall return to COMPANY promptly, in good condition all assets, inventories, services/ material, all instructions books and manuals, technical catalogues and other material, documents and papers etc whatsoever provided to You by COMPANY
        4. You shall not be entitled to claim any amount of loss or compensation for termination of the said engagement.
        5. Termination of Your engagement with COMPANY for any reason shall not affect any rights and / or obligations of COMPANY or You, which (i) accrued before the date of such termination; or (ii) expressed or intended to continue in force after and despite such expiry or termination.
      2. You agree that notwithstanding the termination of Your engagement, COMPANY will continue to be entitled to use the information supplied by You or collected from You during Your use of the Terminal and provision of the Services by You.
    3. LIQUIDATED DAMAGES, FINES AND PENALTIES
      1. On occurrence of any Event of Default, COMPANY shall have the right, without prejudice to any of its right, as specified above, to impose liquidated damages which shall be not less than 10,00,000/- ( Rupees Ten Lacs only) per instance and You agree to pay the same on demand without any demur or contest.
      2. Notwithstanding anything to the contrary in these Terms, You shall be liable to pay/indemnify COMPANY for any fine or penalty imposed by any statutory/regulatory/governmental authority/RBI/court in connection with Your acts of commission and omission while providing the Services. COMPANY shall be entitled at its sole discretion to setoff/adjust such fine/penalty from any payments due by COMPANY to You.

      Explanation: For the purposes of this clause 7, You shall also include Your employees, officers, agents, representatives, successors and assigns.
  10. LIMITATION OF LIABILITY
    COMPANY, INCLUDING ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, VENDORS, SUPPLIERS, BUSINESS ASSOCIATES, PARENT COMPANIES, SISTER COMPANIES, SUBSIDIARIES AND OTHER AFFILIATES WILL NOT BE LIABLE TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, FOR ANY DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, OR ANY OTHER DAMAGE AND LOSS (INCLUDING LOSS OF PROFIT, LOSS OF DATA AND WORK STOPPAGE), COSTS, EXPENSES AND PAYMENTS, REGARDLESS OF THE ALLEGED LIABILITY OR FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, INCLUDING NEGLIGENCE, INTELLECTUAL PROPERTY INFRINGEMENT, PRODUCT LIABILITY AND STRICT LIABILITY, THAT MAY RESULT FROM, OR IN CONNECTION WITH THE USE OF TERMINAL OR THE INABILITY TO ACCESS THE TERMINAL AND PROVISION OF THE SERVICES, OR FROM ANY FAILURE, ERROR, OR DOWNTIME IN THE FUNCTION OF THE SERVICES, OR FROM ANY FAULT OR ERROR MADE BY COMPANY'S STAFF, OR FROM YOUR RELIANCE ON CONTENT DELIVERED THROUGH THE SERVICES, OR FROM THE NATURE OF CONTENT DELIVERED THROUGH THE SERVICES, OR FROM ANY COMMUNICATION WITH COMPANY OR FROM ANY DENIAL OR CANCELLATION OF REQUEST FOR INFORMATION THROUGH THE SERVICES, OR FROM RETENTION, DELETION, DISCLOSURE OR ANY OTHER USE OR LOSS OF CONTENT THROUGH THE SERVICES, REGARDLESS OF WHETHER COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, YOUR SOLE REMEDY WILL BE LIMITED TO THE CORRECTIONS OF SUCH ERRORS, AS DEEMED FIT BY COMPANY IN ITS SOLE DISCRETION. WITHOUT PREJUDICE TO THE AFORESAID, IT IS HEREBY ACKNOWLEDGED BY YOU THAT THE AGGREGATE LIABILITY OF COMPANY, FOR ANY REASONS WHATSOEVER, WILL NOT EXCEED RS. 100/- (RUPEES ONE HUNDRED ONLY) OR THE TOTAL COST PAID BY THE CUSTOMER UNDER THE TRANSACTION IN DISPUTE, WHICHEVER IS LOWER.
  11. DISCLAIMER OF WARRANTIES
    1. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, COMPANY EXPRESSLY DISCLAIMS ANY OTHER WARRANTY WITH RESPECT TO THE USE OR PROVISIONING OF THE SERVICES OR ANY CONTENT OR INFORMATION DELIVERED OR SENT THROUGH THE SERVICES TO YOU OR THE CUSTOMER. THE SERVICES ARE PROVIDED WITHOUT ANY EXPRESS OR IMPLIED GUARANTEE OR ASSURANCE OF QUALITY, RELIABILITY OF THE CONTENT DELIVERED THROUGH THE SERVICES. COMPANY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES WITH REGARD TO THE SERVICES. COMPANY DOES NOT WARRANT OR GUARANTEE THAT THE USE OF THE SERVICES WILL NOT CAUSE ANY DAMAGES TO YOUR DEVICE OR SYSTEM OR TO ANY OTHER SERVICES PROVIDED TO YOUR DEVICE OR APPLICATIONS AND CONTENT THAT RESIDE ON YOUR DEVICE. YOU AGREE AND ACKNOWLEDGE THAT THE USE OF THE TERMINAL, AND PROVIDING THE SERVICES IS ENTIRELY, OR AT THE MAXIMUM PERMITTED BY THE APPLICABLE LAW, AT YOUR OWN RISK.
    2. COMPANY DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES WILL OPERATE IN AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE MANNER, OR THAT THE SERVICES WILL ALWAYS BE AVAILABLE OR FREE FROM ERRORS OR THAT THE SERVICES WILL BE IMMUNE FROM UNAUTHORIZED ACCESS.
    3. COMPANY DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS THAT YOU WILL FIND THE SERVICES SUITABLE FOR YOUR NEEDS. COMPANY DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES YOU RECEIVE WILL BE FREE FROM TECHNICAL INACCURACIES OR THAT THE CONTENT WILL BE LEGAL, NON INFRINGING OR WILL NOT VIOLATE ANY RIGHTS OR APPLICABLE LAWS OR THAT THE CONTENT WILL NOT CONTAIN ANY OBJECTIONABLE MATERIALS.
    4. YOU AGREE AND ACKNOWLEDGE THAT THE ROLE OF COMPANY IS LIMITED TO PROVIDING SERVICES AND THAT COMPANY DOES NOT IN ANY MANNER WARRANTY, GUARANTEE OR MAKE ANY REPRESENTATIONS IN RESPECT OF THE ACCURACY AND/OR VERACITY OF THE INFORMATION PROVIDED IN RESPECT OF SERVICES.
    5. THE SERVICES AND THE CONTENT THEREUNDER ARE NOT INTENDED TO CONSTITUTE OR FORM THE BASIS OF ANY ADVICE (PROFESSIONAL OR OTHERWISE) OR TO BE USED IN, OR IN RELATION TO, ANY DECISION OR TRANSACTION. WE DO NOT ACCEPT ANY LIABILITY (REGARLESS OF HOW IT MIGHT ARISE) FOR ANY CLAIM OR LOSS ARISING FROM: " ANY ADVICE GIVEN; " ANY DECISION MADE; OR " ANY TRANSATION MADE OR EFFECTED. IN RELIANCE ON, OR ON THE BASIS OF THE SERVICES AND THE CONTENT THEREUNDER NOR ANY SUCH LIABILITY ARISING FROM ANY OTHER USE OF, OR RELIANCE ON, THE SERVICES AND THE CONTENT THEREUNDER.
    6. COMPANY CANNOT AND DOES NOT GUARANTEE THAT THE SERVICES AND ANY CONTENT THEREUNDER WILL BE FREE FROM VIRUSES AND/OR OTHER CODE THAT MAY HAVE CONTAMINATING OR DESTRUCTIVE ELEMENTS. IT IS YOUR RESPONSIBILITY TO IMPLEMENT APPROPRIATE SECURITY SAFEGUARDS (INCLUDING ANTI-VIRUS AND OTHER SECURITY CHECKS) TO SATISY YOUR PARTICULAR REQUIREMENTS AS TO THE SAFETY AND RELIABILITY OF THE CONTENT.
    7. COMPANY WILL BE ENTITLED TO USE, SUBJECT TO THE PRIVACY POLICY AS DEFINED ABOVE, ANY INFORMATION SUPPLIED BY YOU DURING THE COURSE OF ACCESSING THE TERMINAL AND PROVIDING THE SERVICES.
    8. YOU UNDERSTAND AND AGREE THAT THE SERVICES, TERMINAL, ALONG WITH ANY HARDWARE, INVENTORY, TECHNICAL DOCUMENTATION/DATA, INFORMATION, LICENSES, EQUIPMENT, SOFTWARE, ETC, OF COMPANY AS REQUIRED FOR PROVISIONING OF SERVICES UNDER THESE TERMS, ARE PROVIDED ON "AS IS" BASIS. COMPANY MAKES NO WARRANTY OR REPRESENTATION THAT THE SERVICES, TERMINAL, ALONG WITH ANY HARDWARE, INVENTORY, TECHNICAL DOCUMENTATION/DATA, INFORMATION, LICENSES, EQUIPMENT, SOFTWARE, ETC AS REQUIRED/ PROVIDED FOR THE PURPOSE OF THESE TERMS WILL MEET ANY REQUIREMENTS OF CUSTOMER (AS DEFINED) OR ANY THIRD PARTY. YOU FURTHER UNDERSTAND AND ACKNOWLEDGE THAT THE AVAILABILITY AND QUALITY OF THE SERVICES AND TERMINAL MAY BE AFFECTED DUE TO NETWORK CONNECTIVITY, INTERNET RELATED ISSUES, SERVER BREAKDOWN, SCHEDULED DOWNTIMES, ANY OTHER TECHNICAL ISSUES AND/OR UNAVAILABILITY OF THE SERVICES OR PART THEREOF AT THE END OF THE RELEVANT REGULATORY/ GOVERNMENTAL AUTHORITY/ SERVICE PROVIDER/SYSTEM PROVIDER/BANKS. COMPANY SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM AND PURSUANT TO THESE TERMS.
  12. INDEMNIFICATION
    You agree to indemnify and hold COMPANY, its licensors, business partners, contractors, sub-contractors, vendors, suppliers, merchants, parent companies, sister companies, subsidiaries and other affiliates of COMPANY and their respective officers, directors, shareholders and employees, indemnified and harmless from any claim, liabilities, damages, costs, losses, demands, expenses, chargebacks, charges and penalties, including reasonable attorneys' fees, made by any third party in connection with or arising out of, provisioning of the Services, or any act of commission or omission by You amounting to non- adhering to these Terms or any breach of Applicable Laws or any fraudulent, illegal, unlawful or undesirable practices or negligence or mischief on Your part or any infringement of intellectual property rights of any third party or any unauthorised use of the Services/ devices supplied by COMPANY, by You or occurrence of any Event of Default (refer clause 7).
  13. CONFIDENTIALITY
    You undertake that You shall treat as confidential all Confidential Information of COMPANY and shall not disclose it to any third party. For avoidance of doubt, "Confidential Information" shall be deemed to include (without limitation) (a) the following types of information and other information of a similar nature, whether or not set forth in writing: discoveries, ideas, concepts, papers, software in various stages of development, designs, drawings, specifications, techniques, models, prototypes, data, source code, object code, documentation, manuals, diagrams, flow charts, schematics, research, process, procedures, functions, "know how", marketing techniques and materials, marketing and development plans, Customer names and other information related to Customers including their KYC and details of Transactions undertaken for the Customers, price lists, pricing policies and financial information; and (b) any information disclosed to COMPANY by any third party under obligations of confidentiality to COMPANY.
  14. AMENDMENTS TO THE TERMS
    COMPANY may amend and modify these Terms and Privacy Policy from time to time, including any and all documents and policies incorporated thereto without any prior notice to You. You agree to be bound by any of the changes made in therein. Continuing to access the Terminal and to provide the Services will indicate Your acceptance of the amended Terms. If You do not agree with any of the amended Terms, then You must avoid any further use of the Terminal and provision of the Services. COMPANY advises You to periodically read these Terms, as it may change from time to time.
  15. ENTIRE AGREEMENT
    These Terms including the Privacy Policy and any other agreement (as referred in following sentence) constitute the entire agreement between You and COMPANY and govern Your access of the Terminal and providing the Services. In case there is any other agreement that has been executed between COMPANY and such CSPs for the purpose of providing the Services, the provisions of such agreement shall be read and applicable in addition to these Terms. However, in case of any inconsistency in the provisions of these Terms and such agreement, the provisions of these Terms shall prevail to the extent of such inconsistency
  16. GOVERNING LAW AND JURISDICTION
    1. These Terms shall be governed by the laws of India. You and COMPANY agree to submit to the personal and exclusive jurisdiction of the courts of New Delhi. In case of any dispute or other matter arising in reference to the Terms and/or the Services, such dispute or other matter shall be referred to a sole arbitrator appointed by COMPANY and shall be governed by the Arbitration and Conciliation Act, 1996, amended from time to time. The venue for arbitration shall be Noida, and shall be conducted in English language. All the costs, charges and expenses in connection to the arbitration shall be solely borne by the user who raised the dispute.
    2. Subject to the provisions of clause 14.1 above, the courts having jurisdiction under the provisions of the Arbitration and Conciliation Act, 1996, to determine all the matters which the court is entitled to determine under the Act, including, without limitation, provision of interim reliefs under the provisions of section 9 of the Arbitration and Conciliation Act, 1996, shall exclusively be the courts at New Delhi, India.
  17. WAIVER AND SEVERABILITY OF TERMS
    Failure delay or neglect by COMPANY to enforce at any time any of the provisions hereof shall not be construed nor be deemed to be a waiver of the COMPANY's rights hereunder nor in any way affect the validity of the whole or any part of these Terms nor prejudice COMPANY's rights to take subsequent action. No remedy conferred by any of the provisions of these Terms is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise, and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more of such remedies by COMPANY shall not constitute a waiver by COMPANY of the right to pursue any other available remedies. If any provision (or part thereof) of these Terms is held to be a violation of any Applicable Law, the same shall be deemed to be deleted from these Terms to the extent of such violation. The remainder of these Terms shall remain in full force and effect as if such provision (or part thereof) had not originally been contained in these Terms. Notwithstanding the foregoing, the COMPANY shall provide for an acceptable alternative provision in place of the provision so deleted, in its sole discretion which shall be binding on You without any contest or demur.
  18. SURVIVAL
    You agree and confirm that the indemnities, confidentiality obligations, limitation of liability, disclaimer of warranties, dispute resolution mechanism, shall survive the efflux of time.
  19. ASSIGNMENT
    You shall not assign or transfer any of its rights, benefit, or interest in these Terms without COMPANY's prior written approval. However, COMPANY may assign these Terms to its affiliates/ Bank without Your consent. The Bank, upon such assignment, may, at its sole direction, terminate this Agreement and cease to make payments to You, if any.
  20. GRIEVANCE REDRESSAL AND GRIEVANCE OFFICER
    In accordance with Information Technology Act, 2000 and rules made there under, the contact details of the Grievance Officer are as under:
    Email Address: grievances@spicemoney.com
    Contact telephone number: 0120-5077784 / 0120-3645633
    Timing: 10:00 AM to 5:00PM from Monday to Friday except public holiday
    In case You have any complaints or grievance, You may either contact or write to the Grievance Officer on the contact details.
  21. COMMUNICATION WITH COMPANY
    You shall communicate by sending a written communication through registered post or courier at Global Knowledge Park, 19A & 19B, Sector 125, Noida- 201301