MASTER OFFLINE AGREEMENT

This Master O5ine Agreement (“Agreement”) is executed at New Delhi BY AND

BETWEEN

ONE97 COMMUNICATIONS LIMITED LIMITED, a company incorporated under the

provisions of the Companies Act, 1956 having its registered oTce at First Floor,
Devika Tower, Nehru Place, New Delhi-110 019 and its principal place of
business at B-121, Sector-5, Noida-201 301, (hereinafter referred to as “One97”,
which term shall, unless repugnant to the context or meaning thereof, mean and
include its permitted assigns, aTliates, subsidiaries, associates, administrators
and successors) of the ONE PART
PART; ANDhereinafter referred to as “Entity
Entity”,
which expression shall unless it be repugnant to the context or meaning hereof
shall be deemed to mean and include its successors and assigns of the
SECOND PART ;

(Both “One97
One97” and “Entity
Entity”are hereinafter individually referred to as a “Par
Party
ty”
and collectively as “Par
Parties
ties”.)

In order to provide the convenience of making the payment though Paytm

Platform to the Customer, Entity has agreed to accept such payments which are
made by the Customers to pay for the Products or Services purchased/ availed
by the Customers through the POS or through an online link provided by One97
inter alia Paytm Platform which shall also include such mode of
payments/features/services which shall be developed, added and deployed by
One97, Participating Banks, Facility Providers or _nancial institutions from time
to time during the term of the Agreement. “Paytm
Paytm Wallet
Wallet” shall mean a semi
closed prepaid payment instrument issued by Paytm Payment bank Ltd
(“PPBL
PPBL”), in accordance with the RBI Guidelines issued from time to time, which
can be used by the Customer against the value stored on such instrument to
purchase goods and services, including _nancial services at a group of clearly
identi_ed entity locations/establishments/POS/ or through an online link
provided by One97 which have a speci_c contract with PPBL to accept the
payment instruments. For the avoidance of doubt, the value stored on such
instruments represents the value paid for by the Customer at the time of
issue/availing of Paytm Wallet or at the time of reloading of the said Wallet by
the Customer. Further these instruments do not permit cash withdrawal of
redemption by the Paytm Wallet holder. Paytm is duly authorized by Paytm
Payments Bank Limited (“PPBL”) to provide Paytm Wallet services and to
redeem Paytm Voucher services as envisaged under this Agreement

THE ENTITY HEREBY AGREE TO THE BELOW TERMS:

A. SERVICES, CHARGES AND MODE OF PAYMENT IN REL ATION TO

PAYTM WALLE T
1. Entity shall permit the Customer to obtain authentication and
authorization of payment through One97’s payment platform to
make the payment of Transaction Amount by use of Paytm Wallet.
Entity shall assign each Customer Order, a unique Customer Order
number and shall request for authorization of Paytm Wallet of the
Customer for the collection of the Transaction Amount by One97 on
behalf of the Entity, in connection with relevant Customer Order,
more speci_cally described in Schedule II hereto.
2. Entity hereby authorises One97 to collect the entire Transaction
Amount in relation to Customer Order on behalf of Entity through
Paytm Wallet.
3. The Transaction Amount paid by Customer using Paytm Wallet, and
so collected by One97 on behalf of the Entity shall be deposited in
One97’s Nodal Bank Account. Upon receipt of con_rmation of
receipt/recovery of the amount from the Customer Paytm Wallet,
One97 shall electronically acknowledge the receipt of the amount so
received. Upon receipt of such acknowledgement, Entity shall deliver
the Products as per the Customer Order and shall provide the
invoice to the Customer.
4. The payments so collected on behalf of the Entity will be released
from the Nodal Account by One97 to the bank account speci_ed by
Entity within T+1 days (“T” here refers to the date of Transaction)
after deduction of Paytm Fees. Provided that in case T+1 day is not
a Business day, then the payment same shall be made on the
immediately following Business day. Entity hereby authorizes One97
to deduct Paytm Fees as applicable and/or any other amount(s) due
by Entity to One97 from each payment received from the Customer
before passing on the credit (net of Paytm Fees) to Entity.
5. If One97 fails to release the payment as per the time line speci_ed
above, the Entity shall be entitled to charge an interest at the rate of
1.5% per month for a period from the due date of release until actual
release of payment by One97 Except however, in cases where
settlement is kept on hold by One97, due to fraud alert, fraud alert by
police, cyber cell alert, any statutory or regulatory requirement or a
Force Majeure event.
6. One97 will raise invoice for its Paytm Fees on a monthly basis giving
details of Transactions made by the Entity within seven (7) days of
the previous month.
7. Entity shall provide its GST number (GSTIN) along with GST
registration certi_cate to Paytm at the time of execution of this
Agreement.
8. Notwithstanding anything to contrary, Entity understands and
con_rms that any and all local levies or other charges levied by any
central/state/local authorities wherever applicable shall be extra and
Entity shall solely be liable for the same.
9. GST, as applicable on any charges/ payment under this Agreement
either as fee, damages, _nancial charge on overdue amount, or
otherwise, will be charged additionally by Paytm
10. Entity shall, on receipt of authorization by One97 of the payment in
relation to the Customer Order, thereafter, ful_l its obligations of
providing the Customer with the Product(s) as set out in the terms
and conditions at Entity’s POS. Entity shall retain with it the records
evidencing the delivery of the Product(s)/ rendering of Services
(“Proof of Ful_lment”) as per its accounting practices.
11. If One97 requires the Proof of Ful_llment for any purpose in relation
to this Agreement, Entity shall forward the Proof of Ful_llment, in
such manner as may have been previously agreed, within _fteen (15)
days from the receipt of communication from One97 about the
same. Entity warrants that any such Proof of Ful_lment provided will
be authentic, whether electronic or otherwise.
12. Notwithstanding any other clause in this Agreement, Entity shall
make available the following facilities to all Customers:

a. An option for the Customer to contact Entity and procure

information relating to Customer Order(s) through an on-line
help desk and / or a telephonic help desk.
b. A suitable returns policy, as may be applicable, offering
refund/replacement of the Product if the Customer is
dissatis_ed with the Product, due to reasons attributable to
Entity. The returns/refunds policy, if any, must be clearly
communicated to the Customer by the Entity.

1. If the default or omission of the Entity results in One97’s inability to

debit the Paytm Fees and other dues, an intimation / notice would
be sent to the Entity and One97 shall be entitled, without prejudice to
any other right or remedy it may have, to charge the Entity late
payment interest at the rate of 2.5% per month or at the maximum
rate permitted by law if lower, on all late payments from the date of
the purchase in question until the actual date of payment.
2. One97 shall intimate the Entity about any chargeback immediately
upon receiving the intimation of chargeback from Customer. It is
agreed by the Entity that the supporting documents in respect of a
Customer chargeback including but not limited to Proof of
Ful_lment will be provided by the Entity to One97 within four (4) days
of intimation of such chargeback received from One97. In case of
non-submission of the above said supporting documents within the
timelines prescribed as above, the amount in respect of such
Chargeback shall be debited from the account of the Entity by
One97 and no claim of Entity shall be entertained in this respect.
3. Entity agrees that if his chargebacks in any month exceed a limit of
INR 20,000, One97 has the right to re-evaluate the Agreement terms
and/or terminate the Agreement with immediate effect.
4. Entity agrees and con_rms that the Products shall, at all times, be
marketed and/or distributed as the Products marketed / sold by
Entity and shall take all necessary steps and/or precautions to
ensure that the Products are not mistaken or misrepresented as
being associated with, being sold by, marketed by or being offered
for sale by One97. One97 shall be entitled to require and Entity will
display at such prominent places in Entity POS such disclaimers as
One97 may require in this regard.

SERVICES, CHARGES AND MODE OF PAYMENT IN REL ATION

TO PAYMENT GATEWAY (PG) SERVICES AND OTHER
SERVICES

1. SERVICES :

a. Subject to and in accordance with the terms contained herein

and in consideration of the payment of the Paytm Fees in
terms of this Agreement, One97 shall provide to the Entity,
based on the requirements of the Entity facility to accept the
payments made by a valid Payment Instrument for a
Transaction at the Entity’s POS by allowing the Entity to
integrate the Entity’s POS with the Paytm Platform.
b. One97 has signed up agreements with various banks/
_nancial institutions i.e., Participating Banks and is in the
process of signing up agreements with more banks and
companies offering payment gateway facilities, Participating
Bank services and Net banking Services as well as third party
service providers i.e., Facility Providers and have arrangement
with all of them for accepting instructions from the
Customers of the Entity through the internet/mobile or other
channels, in respect of payments to be made by the
Customers to the Entity for purchase of Goods and/or
Services and accordingly transfer funds from the Customer’s
bank account to the One97’s Nodal Bank Account.
c. The Participating Banks and Facility Providers offer various
facilities to One97, which facilities and services includes Net
Banking Facilities, Internet Payment Gateway facilities,
internet based electronic commerce and providing
authorization (from third party clearing house networks) and
settlement facilities in respect of payment instructions
initiated by the Entity’s Customers on the Entity’s Site.
d. One97, through its Paytm Platform, will enable the Entity to
link up with various payment gateways and Participating
Banks so as to enable the Entity’s Customers to pay for the
Transaction Amount through the Entity’s Site
e. One97 shall provide services to Entity only to the extent of
payment facilitator, enabler of payment platform. At no point
of time, ownership/liabilities of the Goods / Services sold by
Entity through the Entity POSs shall be transferred to One97.
f. Entity understands that in order to avail the Paytm Platform
Services and Participating Banks Services, the Entity must be
approved by and registered with One97, the Participating
Bank and Nodal Bank. Any undertaking with respect to the
Paytm Platform Services under this Agreement shall be
subject to One97’s, the Participating Bank’s and Nodal Bank’s
approval and completion of the registration process. The
Entity shall provide One97 with all such documents as
required by One97 to register the Entity with One97, the
Participating Bank and Nodal Bank. The Entity further
understands and acknowledges that One97, the Participating
Bank and Nodal Bank have the right to withdraw their
approval/consent at any time prior to or after commencement
of the Paytm Platform Services.
g. Entity hereby directs and authorizes One97 to receive, hold,
disburse and settle the Customer Charge / Settlement
Amount in accordance with and subject to the provisions of
this Agreement.
h. Both Parties shall work together to link the Paytm Platform
with the Entity POS/software, for the purpose of connecting
the Entity POS with the Internet Payment Gateway. The Entity
agrees to be responsible at its own costs and for providing
and maintaining all necessary equipment, software and
facilities at its end so as to connect the Entity POS/software
to the Paytm Platform. Each Party shall cooperate with the
other Party and render assistance to it for connecting the
respective s of the Parties.
i. For security during transmission of data in the course of
providing services to the Customers, both Parties shall
mutually work upon developing and implementing various
mechanisms.
j. The Entity shall take all such precautions and measures as
may be directed by One97 to ensure that there is no breach of
security and the integrity of the link between the Entity POS
and the Internet Payment Gateway (“Link”). The Entity shall
ensure that all Customers upon accessing the Link are
properly directed to the Internet Payment Gateway. The Entity
shall ensure that there are proper encryption and robust
security measures to prevent any hacking into the information
of the Customers and other data. In addition to the above, the
Entity shall also comply with security practices and
procedures as prescribed in the Information Technology Act,
2000 and the rules made thereunder and/or the RBI rules and
Regulations. Any loss incurred to the Entity, One97 or the
Participating Banks as a result of the Link being breached due
to improper security on the part of the Entity, its employees,
contractors, agents, etc. and/or on the Entity Site, shall be
borne solely by the Entity and the Entity agrees to indemnify,
defend and hold harmless One97 and the Participating Banks
from any claims, actions, damages or losses arising out or in
relation thereto.
k. The Entity shall permit the Customer to obtain Authentication
(wherever applicable) and Authorization of payment through
One97. The Entity shall give each Customer Order, a speci_c
Customer Order number and shall request for Authorization of
charge for the amount due under the relevant Customer Order
number.
l. One97 shall be entitled and the Entity hereby authorizes
One97 to deduct One97 Service Charges and all other
amounts due by the Entity to One97 from each payment
received from the Customer before passing on the credit (net
of One97 Service Charges and all other amounts due) to the
Entity.
m. Entity hereby authorises One97 to collect the entire
transaction money on behalf of Entity in its speci_ed account.
The money so collected by debiting the customers Bank
account / Credit Card / Debit Card shall be deposited in
One97’s Nodal Bank Account and the transaction money
collected on behalf of Entity shall be paid out to the Entity
from the said bank account in T+2 working days (where “T”
represents the Date on which One97 receives transaction
amount from the bank) as per the RBI guidelines for online
payments, after deducting One97 Service Charges and all
other amounts due by the Entity to One97 from each payment
received from the Customer. One97 will raise invoice as per
the provisions of GST Act 2017 for its Service Charges on a
monthly basis giving details of sales made by the Entity within
7 days of the previous month. It is clari_ed that transaction
date shall mean the date on transaction has been executed
on Entity POS.
n. The money so collected by debiting Customers Payment
Instrument shall remain in One97’s Nodal Bank Account In
case of receipt of con_rmation of delivery of the Goods as per
the speci_cations mentioned in the Order by the Buyer, the
payments will be released from the Nodal Bank Account to
the bank account speci_ed by the Entity within T+2 working
days (where “T” represents the Transaction Date) as per the
RBI guidelines
o. If the default or omission of the Entity results in One97’s
inability to debit the One97 Charges and other dues, an
intimation / notice would be sent to the Entity and One97
shall be entitled, without prejudice to any other right or
remedy it may have, to charge the Entity late payment interest
at the rate of 2.5% per month or at the maximum rate
permitted by law if lower, on all late payments from the date
of the purchase in question until the actual date of payment.
p. Prices to be charged by Entity shall be inclusive of all taxes
and delivery charges and shall be uniform to all Customers.
Entity shall display base value of the Goods & Services
separately from the tax to be charged from its Customers In
case of any difference in prices due to shipping or any other
charges, the same shall be made explicit to the Customer.

1. AUTHENTICATION AND AUTHORISATION OF

TRANSACTION

a. Facility Providers will authenticate, authorize, and process the

payment instructions given by the Customers through Paytm
Platform in respect of the Transactions upon ful_lment of
valid criteria as set forth by the Issuing Banks and the Card
Associations from time to time and accordingly transfer such
approved Transaction Amount from the Customer valid
Payment Instrument to the Nodal Bank Account.
b. Entity understands that Facility Providers and/or Card
Association may reject authorization of Transaction placed by
the Customer for any reason including but not limited to risk
management, suspicion of fraudulent, illegal or doubtful
Transactions, selling of prohibited items, use of compromised
valid cards, use of blacklisted/banned cards or in accordance
with the RBI, Facility Providers and/or Card Association rules,
guidelines, regulations, etc. and any other laws, rules,
regulations, guidelines in force in India, etc.
c. Entity acknowledges that as a risk management tool, One97
and/or the Facility Providers reserve the right to limit or
restrict transaction size, amount and/or monthly volume at
any time. For the purpose of clarity such limitations or
restrictions may be imposed for the following reasons
including but not limited to limits/restrictions on the number
of purchases which may be charged on an individual valid
card or Net Banking Facilities/account during any time period,
rejection of payments from Customers with a prior history of
questionable charges, unusual monetary value of Transaction,
etc. Further, as a security measure, One97 may at its sole
discretion block any card number, account numbers, group of
cards or Transactions from any speci_c blocked or
blacklisted customer cards, accounts, speci_c, group of IP
addresses, devices, geographic locations and / or any such
risk mitigation measures it wishes to undertake.

1. CHARGEBACK

a. The Entity agrees that payment made in respect of any Order,

which proves to be uncollectible from the Customer and/or in
respect of which the Issuing Bank raises a claim on One97 or
the Facility Providers or the Participating Banks, shall be the
_nancial responsibility of the Entity and it shall be payable
entirely by the Entity to One97, Facility Providers or
Participating Banks, as the case may be. The Entity agrees to
the non-payment of such Order or the charging back of such
uncollectible charge as the case may be without any demur or
protest, dispute or delay by One97.
b. Without prejudice to the aforesaid provisions, the following
payments shall be deemed to be uncollectible:

i. Any payments involving the alleged forgery of the Customer’s Card

Number and PIN, or that of the Card Number, Card Expiry date,
Customer Name, Transaction amount, etc. of whatsoever nature. In
such an event, One97, the Facility Providers and the Participating
Banks shall not be required to check the veracity of any alleged
fraud and shall be entitled to rely upon the allegation made by the
Customer.
ii. Any payment, which the Customer refuses to honour or demands a
refund of because the Product/services purchased from the Entity
was not as they were promised or were defective, de_cient,
incomplete and/or unsatisfactory for any reason whatsoever.
iii. Any charge/debit, which is a suspect charge.
iv. Any charge/debit made on a card other than a valid card.
v. Any charge/debit for merchandise or services in an amount in
excess of the Price.
vi. Any charge/debit for undelivered merchandise or services.
vii. Any charge / debit arising out of any alleged hacking, breach of
security or encryption (if any) that may be utilised by One97, the
Facility Providers and the Participating Banks from time to time.

a. The Entity hereby authorises One97 to appropriate the Entity’s

current balance amounts with One97 to the extent of the
aforesaid uncollectible amounts and any other moneys due to
One97 by the Entity in terms of this Agreement in respect of a
Customer Charge without any demur, protest, dispute or
delay. If there is insuTcient funds available therein; the Entity
shall on receipt of the e-mail from One97 and/ or claim from
One97 undertakes forthwith without any demur, protest,
dispute or delay, to pay to One97, the amount of the dispute /
refund to the extent to which such funds proves inadequate.
Without prejudice to any other of One97’s rights and
remedies, in the event that the Entity does not make any
payment to One97 by its due date or on demand as required
under this Agreement, One97 shall be entitled to charge daily
interest on such overdue amount from the due date of
demand (as the case may be) until the date of payment in full,
at the rate of 2.5% per month.
b. One97 shall intimate the Entity about any chargeback
immediately upon receiving the intimation from the
Bank/concerned authorities. It is agreed by the Entity that the
supporting documents in respect of a customer chargeback
including but not limited to proof of delivery of
Goods/services will be provided by the Entity to One97 within
4 days of intimation of such chargeback received from One97
or within the time line as provided by the bank/concerned
authorities whichever is earlier. In case of non-submission of
the above said supporting documents within the timelines
prescribes as above, the amount in respect of such charge
back shall be debited from the account of the Entity by One97
and no claim of Entity shall be entertained in this respect. In
case required the Entity shall share this information directly
with the bank.
c. Entity agrees that if his chargeback’s in any month crosses
0.3% of total transaction value of that month then:

1. Entity will submit Bank Guarantee equivalent to 4 times of the highest

monthly transaction value processed till date.
2. One97 will retain an amount equal to the value of charge backs intimated
by bank from the amount payable to the Entity, this amount will be released
either in case chargeback is settled in favour of the Entity or on expiry of 6
months from the date of chargeback as the case may be ; and
3. In case the total transaction value in a month exceeds the Bank Guarantee
value, we will retain such % of the transaction value above Bank Guarantee
value which is based on average % age of chargeback’s till date, this
amount will be released on expiry of 6 months.

1. In the event of termination of the Agreement, taking into

consideration the track record in terms of incidences of
chargeback during the tenure of the Agreement and/or the
circumstances of termination of the Agreement:
2. Both Parties shall mutually agree upon the amount that
One97 shall be entitled to withhold from out of the settlement
amounts payable to the Entity in terms of this Agreement to
facilitate the settlement and resolution of any chargeback
related issues arising out of any Transactions done under this
Agreement.
3. These amounts shall be withheld for such period as may be
then prevailing in respect of the time-period allowed to
Customers for initiating a chargeback under the Card
Association guidelines or the Reserve Bank of India for
resolution of such disputes.

The Entity acknowledges and understands that if the Entity is blocked

due to any abuse or any breach by the Entity of One97’s policies, as
determined by One97, then One97 shall have the right to terminate the
services and the Agreement with immediate effect. Further, any request
for re-activation of services will be done at a revised commercial of at
least 2% or at any higher commercials.

INDEMNITY

1. Entity hereby undertakes and agrees to indemnify at all times and hold
harmless One97, Facility Providers Participating Banks and NPCI from and
against all actions, proceedings, claims, liabilities (including statutory
liability), penalties, demands and costs, awards, damages, losses and/or
expenses however arising as a result of:
a. Any breach of applicable laws, GST, rules and regulations.
b. any breach or non-performance by the Entity of any of the provisions
of this Agreement and/or any Schedules, representation and
warranties, breach of con_dentiality, Intellectual property rights,
inaccuracy of Customer Billing information, chargeback and refunds,
any _nes, penalties or interest imposed directly or indirectly on
One97 on account of Entity under this Agreement and/or any
Schedules;
c. any claim or proceeding brought by Entity’s Vendors/Suppliers, the
Customer or any other person against One97, in respect of any
Goods/Services offered by Entity; or
d. any act, neglect or default of Entity’s agents, employees, licensees or
customers; or
e. any claim by any other party against One97, arising from sub-
clauses above.

1. Entity shall also fully indemnify and hold harmless One97, the Facility
Providers and the Participating Banks against any loss, costs, expenses,
demands or liability, whether direct or indirect, arising out of a claim by a
third party that Entity’s Services infringes any intellectual or industrial
property rights of that third party.
2. In the event of One97, the Facility Providers and the Participating Banks
being entitled to be indemni_ed pursuant to the provisions of this
Agreement, One97 shall be entitled to accordingly and to such extent debit
Entity's Account with One97.
3. Maximum amount of Transactions in a month by the Entity under this
Agreement shall in no event exceed INR 20,000/- (Rupees Twenty
Thousand only).
4. There shall be no Paytm Fee currently for all transactions. Paytm Fee shall
at all times exclude all applicable taxes.
5. The Entity con_rms and consents that it shall open an account with PPBL
at the earliest. On the opening of the said account by the Entity (“Entity
PPBL Account”), One97 may choose to make all Entity settlements into
such Entity PPBL Account after prior communication to the Entity."Entity
shall keep con_dential all terms of this Agreement including the Paytm Fee
paid by them
6. Entity will accept payments from Paytm Wallet only for such
products/services, which are in compliance with all applicable laws and
regulations whether federal, state, local or international including all laws
of India and shall at no time sell any good mentioned in Schedul1 of the
detailed agreement available at http://p-y.tm/z1Rffw2lt
7. This Agreement shall become effective on the Effective Date and shall
remain in full force unless terminated by either Party. Notwithstanding
anything contained herein either Party may terminate this Agreement by a
prior written notice of thirty (30) days without assigning any reasons
thereto.
8. Notwithstanding anything contained herein, in the event either party
breaching any of the terms of this Agreement and fails to cure the breach
within thirty (30) days of written notice, then the other Party shall have the
right to terminate this Agreement forthwith.
9. Entity shall as soon as practicable upon a request from One97 from time to
time furnish true, accurate, and complete details, copies of documents
(whether or not in electronic form) or information relating to the Entity,
records relating to the Transaction and such other information as One97
may require and to co-operate with all the requirements of the Reserve
Bank of India or any other competent law enforcement agency.
10. Disclaimer of Representations and Warranties

1. Except as expressly set forth herein, Paytm hereby speci_cally

disclaims any representations, endorsements, guaranties, or
warranties, express or implied, including, but not limited to, the
implied warranty of saleability or _tness for a particular purpose and
non-infringement of intellectual property rights.
2. Entity agrees and acknowledges that One97 is providing a
technology solution which by its nature is not error free. One97 does
not warrants that use of the Paytm network will be uninterrupted or
error free. Entity understand and acknowledges that there may be
downtime, network congestion, outages, scheduled maintenance, or
such other events beyond the reasonable control One97 and One97
shall not be responsible for the same.
1. Limitation of liability
1. Except for any liability which cannot by law be excluded or limited,
neither Party shall be liable for indirect, incidental, special, punitive
or consequential damages, including without limitation, damages for
loss of pro_ts, business interruption, Interruption or stoppage to the
Customer’s access to and/or use of the One97’s Website and
services and the Payment and Delivery Mechanism, loss of goodwill
or unauthorized access to information incurred by the other party
arising out of, or relating to the use by the Entity of One97 Services
and, whether framed as a breach of warranty, in tort, contract, or
otherwise even if a Party has been advised of the possibility of such
damages.
2. Notwithstanding anything stated under this Agreement, the
aggregate liability of One97 to the Entity from any and all causes
whatsoever shall not in any event exceed the sum equivalent to the
preceding one month’s aggregate TDR earned by One97 under this
Agreement, from the date of occurrence of such liability. In no event
shall One97 shall be liable to the Customers or any third party.

Inspection

1. Except as required by law, the Entity shall be solely responsible for

(a) compiling and retaining records of all Transactions and other
data as required by applicable law and (b) reconciling all Transaction
information that is associated with its Customers.
2. The Entity shall be solely responsible to maintain records in respect
of the Transaction from the date of Transaction. One97 including
RBI shall be entitled to check and audit records and statements of
the Entity relating to the Transactions pursuant to this Agreement, at
their sole expense, to ensure compliance with the Entity’s
obligations under this Agreement at such intervals or times as
One97 may deem _t.
3. The Entity shall also permit the authorized representatives of One97
to carry out physical inspections during normal business hours of
the documents and records at the place(s) of business or other
facilities of the Entity to verify if the Entity is in compliance with its
obligations hereunder upon not less than _ve (5) Business days with
prior written notice, and in a manner that does not unreasonably
interfere with the Entity’s operations.
4. If the Entity refuses such inspection or provides inaccurate, untrue,
or incomplete information, or fails to comply with the terms and
conditions of this Agreement, One97 reserves the right to suspend
or terminate this Agreement forthwith.

This Agreement shall be interpreted, construed and enforced

in all respects in accordance with the laws of India without
regard to any principles of conoicts of laws thereof. Both the
Par ties agree that the competent cour ts at New Delhi shall
have the exclusive jurisdiction.

Variations of Agreement – One97 reserves the right at all times to vary or

amend these terms and conditions or to introduce new terms and
conditions. Any such variations or amendment or introduction will
become effective and binding on the Entity upon noti_cation by speed
post /authorised courier/email duly signed by the authorised signatory of
One97 or a platform wide noti_cation by One97 and if the Entity is
unwilling to accept such variation or amendment or introduction, it shall
notify One97 signatory in writing by speed post /authorised courier/email
addressed to the signatory within _ve (05) days from the noti_cation
from One97, for resolution. The One97 communication shall apply unless
otherwise agreed in writing by One97 through it’s authorised signatory.

One97 shall always retain the right to assign its obligations under this
agreement for such remaining period of the Agreement, to any of its
chosen subsidiaries, aTliates, associates. Entity shall not assign this
Agreement or any of its obligations under this Agreement without a prior
written intimation of 30 days (before such assignment) to One97.

This Agreement shall be interpreted, construed and enforced in all

respects in accordance with the laws of India without regard to any
principles of conoicts of laws thereof. Both the Parties agree that the
competent courts at New Delhi shall have the exclusive jurisdiction

Entity has read, understood and agreed to the detailed agreement

mentioned at http://p-y.tm/z1Rffw2lt and shall at all times comply with
the same.