TERMS AND CONDITIONS FOR APPOINTMENT AS RETAILER/DISTRIBUTOR/SUPER DISTRIBUTOR

These terms and conditions (Terms and Conditions) shall apply to and govern the commercial arrangement between Needu Enterprises (herein after referred as ‘NEEDU’) and the Retailer/Distributor/Super Distributor. These Terms and Conditions and any attachments hereto represent the entire agreement between NEEDU and the Retailer/Distributor/Super Distributor and no changes to the same are binding unless they are in writing and intimated by the authorized representative of NEEDU. “NEEDU” is a digital “NEEDU” is a Digital Solution facilitation service provider, a company incorporated under the Companies Act, 2013 and having its registered office at First Floor, Ramji Market, Near Indian Petrol Pump, Sector 61, Gurgaon, Haryana-122101 (hereinafter referred to as the Company/NEEDU which expression shall unless repugnant to the context or meaning thereof mean and include its successors and permitted assigns).

OPERATION OF THE RETAIL / Distributor / Super Distributor OUTLET

Services of NEEDU

During the Term, the Retailer/Distributor/Super Distributor shall render the services (“Services”) of NEEDU, by and through such of its officers, employees, agents, representatives and affiliates as it shall designate, from time to time. Notwithstanding anything contrary contained in these Terms and Conditions, NEEDU shall have the right at any time, to modify, alter and amend the lists of Services, including the manner, procedure, process in which the Retailer/Distributor/Super Distributor will be required to perform the Services and the Retailer/Distributor/Super Distributor shall be bound by all such modifications, alterations and amendments made by NEEDU.

Marketing and Distribution of Services

The Retailer/Distributor/Super Distributor shall only market, distribute, sell or promote such NEEDU Services as are permitted expressly by NEEDU. The Retailer/Distributor/Super Distributor shall not automatically have the right to market, sell, distribute, or promote any product or service that may be provided by other retail outlets, whether in the present or in the future. In the event of any addition to the Services, NEEDU may, at its sole discretion, intimate the Retailer/Distributor/Super Distributor that the Retailer/Distributor/Super Distributor is entitled to sell, market, distribute and promote such product or service. NEEDU shall also have the right to direct the Retailer/Distributor/Super Distributor to discontinue providing any of the NEEDU Services at the Retail Outlet without assigning any reason whatsoever.

Infrastructure and Equipment

NEEDU shall specify to the Retailer/Distributor/Super Distributor, the necessary infrastructure and equipment including but not limited to computer terminals, peripherals attachments, internet and broadband connectivity, mobile device and/or any such device with GPRS connectivity, HTML enabled, which is compatible enough to run NEEDU Software/Services etc, for effectively providing the NEEDU Services, which the Retailer/Distributor/Super Distributor shall acquire at its sole expense. In case of the MPOS Application, the Retailer/Distributor/Super Distributor shall be entitled to install the NEEDU Software on that particular mobile device and/or any such other device, which is proposed to be registered with NEEDU for availing NEEDU Services, and no other mobile/device of the Retailer/Distributor/Super Distributor shall have such Software installed unless registered under the terms and conditions of this Agreement. Further, the Retailer/Distributor/Super Distributor shall prominently display the NEEDU signage, signboards, logos, etc at a prominent place in the Retail Outlet, strictly in accordance with the directions issued by NEEDU in this regard.

Software and Transactions

Upon satisfactory installation and operation of the necessary equipment and peripherals, NEEDU shall, subject to these Terms and Conditions, install the necessary software and other NEEDU Intellectual Property to enable the provision of the Services. All Services shall be provided solely through the portal of NEEDU or are recorded therein and no offline transactions are permitted and/or no such fake/false receipts should be issued by the Retailer/Distributor/Super Distributor for the wilful fraud transaction done by the Retailer/Distributor/Super Distributor which are not transacted through NEEDU Software/portal. However, if any Retailer/Distributor/Super Distributor is found and/or discovered doing any such malicious/wrong/wilful/fraudulent acts and/or offline transactions, it shall be liable and charged for such civil/penal and criminal acts by and under but not limited to the Indian Penal Code 1860 and Criminal Procedure Code 1973.

Licenses and Approvals

The Retailer/Distributor/Super Distributor shall obtain all necessary license(s), permits and approvals for selling, distributing, marketing and promoting the Services from the Retail Outlet and shall bear all costs and incidental expenses incurred in this regard, including without limitation all fees for application, license fees, charges and taxes.

Business Hours

The Retailer/Distributor/Super Distributor shall keep the Retailer/Distributor/Super Distributor Outlet open for business during normal business hours, or as permitted by law or such other time period as NEEDU may specify from time to time.

Utilization of Retail Outlet

The Retailer/Distributor/Super Distributor shall ensure that the Retail Outlet is utilized for the purpose of rendering the Services in accordance with these Terms and Conditions. The Retailer/Distributor/Super Distributor shall further ensure that and shall not cause or permit:

• Any material that may not be made available to the public under applicable law, including without limitation any vulgar, obscene, pornographic, misleading, defamatory, libellous, offensive, derogatory, threatening, harassing, abusive or violent content, to be made available in the Retail Outlet.
• Any activities that are proscribed under law or reasonably considered to be immoral or against public interest.

Training and Promotional Materials

NEEDU may, at its sole discretion and with or without consideration, provide training manuals, technology support, ongoing advice and assistance to the Retailer/Distributor/Super Distributor and designated employees of the Retailer/Distributor/Super Distributor, including provision of brochures, pamphlets, charts, signboards, signage and other materials for the purposes of advertisement, promotion and marketing the Services. Any materials supplied by NEEDU shall be utilized solely in relation to the provision of Services and the Retailer/Distributor/Super Distributor shall ensure that such materials are not utilized for any other purpose.

Operational Boundaries

The Retailer/Distributor/Super Distributor shall not encroach/poach upon the areas of operation of other neighbouring Retailer/Distributor/Super Distributors appointed by NEEDU or act in any manner which will prejudice the business prospects of neighbouring Retailer/Distributor/Super Distributors appointed by NEEDU.

DEFINITIONS AND INTERPRETATION

In this Terms of Use, unless the contrary intention appears and/or the context otherwise requires, capitalized terms defined by: (i) inclusion in quotations and/or parenthesis have the meanings so ascribed; and (ii) the following terms shall have the meanings assigned to them herein below:

Applicable Law: Includes all applicable Indian statutes, enactments, acts of the state legislature or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, directions, directives and orders of any governmental authority, statutory authority, board, recognized stock exchange, as may be applicable including but not limited to Guidelines on Managing Risks and Code of Conduct in Outsourcing of Financial Services by Banks, Business Correspondent Guidelines issued by RBI from time to time, Payment & Settlement Systems Act, 2007, Payment & Settlement Systems Regulations, 2008, Policy Guidelines on Issuance and operation of Pre-paid Payment Instruments in India, and any other guideline in relation to pre-paid cards issued from time to time by Reserve Bank of India and in each case, any implementing regulation or interpretation issued thereunder including any successor Applicable Law.

Applicant: Shall mean You or any individual person above the age of [18 (eighteen)] years, using an operational mobile phone connection, who applies either on his own or approaches Retail Partner at the Retail Outlet locations and/or such other locations, for availing the Company Services.

Company Rules: Shall mean policies issued by the Company with respect to its strategic business partners, retail partners, distributors, Consumers including but not limited to the policy on the code of conduct and other sales and management policies as issued on the Website, Platform and/or otherwise and amended from time to time.

Consumer: Shall mean an Applicant who upon submission of the CAF and upon completion of necessary formalities, is found to be eligible by Company as per guidelines issued by RBI (if any), to avail the Company Services and has opened a Membership Account.

Governmental Authority: Means any nation, state, sovereign, or government, any federal, regional, state, local or political subdivision and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, constitutionally established and having jurisdiction over any of the parties (to the extent relevant to the transactions contemplated hereby) or the assets or operations of any of the foregoing or the transactions contemplated hereby.

INR or RS: Means Indian Rupees, the lawful currency of the Republic of India.

Intellectual Property: Shall mean all intellectual property used for the purpose of or in association with or in relation to providing the Company Services utilizing the Platform and includes without limitation:

• Software, operating manuals, software code, program, instructions, specifications, processes, input methods, data or information used in relation to, in association with or for the operation of the software installed by Company.
• The trademarks, service marks, trade names, business names, logos, symbols, styles, colour combinations used by Company during the course of its business and all depictions, derivations and representations thereof.
• All promotional material including without limitation, advertisements, literature, graphics, images, content and the ‘look and feel’ of all of the above.
• All techniques, formulae, patterns, compilations, processes, inventions, practices, methodology, techniques.

Tax or Taxes: Shall mean any and all taxes, GST, cess, levies, imposts, duties, charges, deposits, fees, deductions or withholdings that are, or that are to be, imposed, levied, collected, withheld or assessed, together with any and all interest, penalties, claims or other liabilities arising under or relating thereto.

ACCEPTANCE AND APPOINTMENT AS RETAILER/DISTRIBUTOR/SUPER DISTRIBUTOR

• These Terms and Conditions shall come into force from the date (Effective Date) of Retailer/Distributor/Super Distributor Application Form attached herewith. Within 30 (thirty) days from the date of acceptance by Retailer/Distributor/Super Distributor, the Retailer/Distributor/Super Distributor shall commence business in accordance with these Terms and Conditions.
• The Retailer/Distributor/Super Distributor acknowledges that it has read and understood these Terms and Conditions at the time of making an application to NEEDU for operation of a retail outlet to provide the Services (as defined herein) under the name and style of “NEEDU” and that it has had sufficient time to evaluate the financial requirements, equipment required to conduct the business, services applicable/enable in his area of operation, and risks associated with the establishment and operation of the retail outlet.
• During the Term and subject to these Terms and Conditions, NEEDU hereby appoints the Retailer/Distributor/Super Distributor and the Retailer/Distributor/Super Distributor hereby accepts the appointment as a NEEDU Retailer/Distributor/Super Distributor, to establish and operate a retail outlet at such address as specified in the Retailer/Distributor/Super Distributor application form attached herewith for the purpose of marketing, selling, and providing the Services (“Retail Outlet”). No changes to the address as mentioned in the Retailer/Distributor/Super Distributor Application form shall be permitted, except with the prior written consent from NEEDU, whereas such consent shall be signed by the Authorized Representative of the level of Vice President or above.
• The appointment of the Retailer/Distributor/Super Distributor under these Terms and Conditions shall remain valid up to the termination (“Term”). NEEDU may exercise its right of withdrawal by giving a notice in writing to the Retailer/Distributor/Super Distributor 1 (one) month prior to withdrawal unless any breach of this agreement by the Retailer/Distributor/Super Distributor.
• The Retailer/Distributor/Super Distributor may describe himself as an ‘authorized Retailer/Distributor/Super Distributor’ of NEEDU, but must not hold [itself/himself] out as being entitled to bind NEEDU in any way. The Retailer/Distributor/Super Distributor shall not make, cause or permit, directly or indirectly, any description or projection of itself as a partner or employee or officer or representative of NEEDU.
• NEEDU is in the business of facilitating/distributing/marketing/providing of product(s)/service(s) of various service providers to enable them to expand the distribution networks for the services provided by them.
• NEEDU may, at its sole discretion and with or without consideration, provide training manuals, technology support, ongoing advice and assistance to the Retailer/Distributor/Super Distributor and designated employees of the Retailer/Distributor/Super Distributor, including, provision of brochures, pamphlets, charts, signboards, signage and other materials for the purposes of advertisement, promotion, and marketing the Services. Any materials supplied by NEEDU shall be utilized solely in relation to the provision of Services and the Retailer/Distributor/Super Distributor shall ensure that such materials are not utilized for any other purpose.
• The Retailer/Distributor/Super Distributor has understood the business model and is aware that NEEDU is just a facilitator and distributor of products and services and does not own such services or products by itself. NEEDU takes reasonable efforts to make available the services and products, however, shall not be liable and responsible for any deficiency of such services and products. NEEDU further also takes reasonable efforts to provide its best uninterrupted services at best quality; however, technological systems are prone to interruption for upgradation, maintenance, breakdown of either the systems of NEEDU or that of the Service Providers’. The Retailer/Distributor/Super Distributor shall be managing his business considering such interruptions.

PAYMENTS AND COMMISSIONS

Non-Refundable Registration Fee: The Retailer/Distributor/Super Distributor shall deposit such an amount (“Registration Fees”) by way of a non-refundable registration fee as per commercial terms defined by NEEDU on or before the Effective Date.

Working Capital: The Retailer/Distributor/Super Distributor shall maintain and deposit with NEEDU working capital (“Working Capital”) in a bank designated and intimated to the Retailer/Distributor/Super Distributor for this purpose (“Designated Bank”), which will be an interest-free deposit. The Working Capital limit may be increased from time to time by way of written intimation to the Retailer/Distributor/Super Distributor. The Retailer/Distributor/Super Distributor shall immediately deposit such further amounts to ensure that the Working Capital is maintained at the aforementioned amounts at all times.

Working Capital Limit: The Retailer/Distributor/Super Distributor shall be entitled to a credit limit equivalent to the Working Capital balance in the books of NEEDU (“Credit Limit”). The Retailer/Distributor/Super Distributor may enter into transactions up to the value of the existing Credit Limit. In the event the value of the transactions exceeds the Credit Limit, all further transactions exceeding the Credit Limit shall automatically be blocked until the Credit Limit is sufficient to permit further transactions. If the Retailer/Distributor/Super Distributor desires to enter into transactions in excess of the Credit Limit, the Retailer/Distributor/Super Distributor shall deposit the amount either with the Distributor or NEEDU as the case may be to increase its Credit Limit accordingly. The Distributor/NEEDU shall, at their sole discretion, permit enhancement of the Credit Limit. If the amount is deposited with the Distributor, the Retailer/Distributor/Super Distributor needs to obtain a proper receipt, and the limit gets enhanced from the Distributor. NEEDU shall not be responsible for any liabilities in such an event.

Commission: The Retailer/Distributor/Super Distributor shall be entitled to commission, which shall be adjusted on a daily/monthly/transaction basis, for the provision of the Services at a rate to be intimated by NEEDU to the Retailer/Distributor/Super Distributor from time to time through its portal. The commission may be credited to the Working Capital or deducted prior to depositing the proceeds of a transaction in the Current Account. The Retailer/Distributor/Super Distributor shall be regularly updated on the commission rates through the Portal. NEEDU, at its sole discretion, shall decide the sharing of Gross Margin with the Retailer/Distributor/Super Distributor, and its decision will be final. It is presumed that the Retailer/Distributor/Super Distributor has agreed to such commission/margin before the transaction. Any dispute in this regard will not be admissible by NEEDU.

Prices and Discounts: All prices, charges, fees, and discounts for all NEEDU Services shall be determined, and may be revised from time to time, by NEEDU at its sole discretion. The Retailer/Distributor/Super Distributor shall not collect cash from customers by offering discounts on the Services that do not have NEEDU’s sanction. The Retailer/Distributor/Super Distributor shall also not provide any incentives, subsidies, or do any act/omission that results in providing unauthorized incentives or subsidies on the Services. The Retailer/Distributor/Super Distributor acknowledges that NEEDU has the right to alter the prices or nullify any sales entered in the portal.

Taxes: All current and/or future taxes or similar fees, including but not limited to GST, value-added tax, service tax, and other local or municipal taxes, shall be payable by the Retailer/Distributor/Super Distributor. Such amounts shall not be retained by the Retailer/Distributor/Super Distributor while retaining its commission. Payments made to the Retailer/Distributor/Super Distributor shall be subject to withholding's as prescribed under applicable law. NEEDU assumes no responsibility for the tax compliance of the Retailer/Distributor/Super Distributor.

Costs: All costs and expenses for operating the NEEDU Kiosk, including but not limited to electricity, telephone, staff salary, traveling, promotional activities, and other similar out-of-pocket expenses incurred in the performance of the Services, shall be borne by the Retailer/Distributor/Super Distributor.

Activity/Inactivity Charges: A minimum monthly charge plus taxes may be levied by NEEDU and deducted from the Retailer/Distributor/Super Distributor’s Working Capital balance. The Retailer/Distributor/Super Distributor agrees and acknowledges to pay such charges as intimated from time to time.

Set-off: NEEDU may deduct sums due from the Retailer/Distributor/Super Distributor under these Terms and Conditions from any sums due to the Retailer/Distributor/Super Distributor under the same, and the Retailer/Distributor/Super Distributor hereby consents to such set-off being made by NEEDU.

EMPLOYEES

The Retailer/Distributor/Super Distributor shall be solely responsible for all such personnel employed by it, including payment of wages, making of contributions under various labour laws, such as the Employees Provident Fund and Miscellaneous Provisions Act, 1952, the Employees State Insurance Act, 1948, etc.

The Retailer/Distributor/Super Distributor acknowledges that it shall be responsible for all acts and omissions of its employees, subordinates, agents, aforesaid assignees or other personnel engaged by the Retailer/Distributor/Super Distributor.

EXCLUSIVITY AND NON-COMPETE

During the continuation Term of this agreement, the Retailer/Distributor/Super Distributor shall not, directly or indirectly, through any other person, firm, corporation or other entity (whether as an officer, director, employee, partner, consultant, holder of equity or debt investment, lender or in any other manner or capacity):

• Market, offer and/or perform services similar to that being developed, offered, or sold by NEEDU.
• Solicit, induce, encourage, or attempt to induce or encourage any employee or consultant of NEEDU to terminate his or her employment or consulting relationship with NEEDU, or to breach any other obligation to NEEDU.
• Solicit, interfere with, disrupt, alter, or attempt to disrupt or alter the relationship, contractual or otherwise, between NEEDU and any other person, including, without limitation, any consultant, contractor, customer, potential customer, or supplier of NEEDU.
• Engage in or participate in any business conducted under any name that shall be the same as or similar to the name of NEEDU or any trade name used by NEEDU.

INTELLECTUAL PROPERTY

• No license under any patents, copyrights, trademarks, or any other intellectual property rights of NEEDU / its affiliates / its Service Provider(s) / third party(ies) is granted to or conferred upon the Retailer/Distributor/Super Distributor by virtue of being the Retailer/Distributor/Super Distributor of NEEDU. The Retailer/Distributor/Super Distributor shall not acquire any interest or right on the trademark(s), trade name(s), logo, etc., of any other party, including NEEDU, by virtue of this Agreement and shall not use the logos or trademarks of NEEDU/owner of intellectual property on, including but not limited to, the Retailer/Distributor/Super Distributor’s rubber stamps, letterheads, visiting cards, websites, etc., or any such material in any manner.
• The Retailer/Distributor/Super Distributor agrees to protect the logo, trade name, and trademark of NEEDU and not use them in any unauthorized manner, including but not limited to, using them as a tool for acknowledging payments accepted by the Retailer/Distributor/Super Distributor or its representatives, thereby creating a false impression about the authenticity of such acknowledgment/receipt. The Retailer/Distributor/Super Distributor hereby undertakes to indemnify, defend, and hold NEEDU harmless for all losses or damages arising due to infringement of this clause.
• The Retailer/Distributor/Super Distributor is aware of the consequences of unauthorized use of NEEDU's logo or trade name. If the Retailer/Distributor/Super Distributor and/or its representative is found to be using NEEDU's intellectual property in an unauthorized manner, strict action shall be taken against the Retailer/Distributor/Super Distributor, including permanent deactivation of services, in addition to any other legal action deemed appropriate under the law.

CONFIDENTIALITY AND SECURITY

• The Retailer/Distributor/Super Distributor agrees that all information disclosed by NEEDU or obtained by the Retailer/Distributor/Super Distributor in the course of negotiating this Agreement is confidential and cannot be disclosed. Each party may disclose the existence of this Agreement but agrees that the terms and conditions of this Agreement will be treated as confidential information.
• However, each party may disclose the terms and conditions of this Agreement under the following circumstances:
  • As required by any court or other governmental body.
  • As otherwise required by law.
  • To legal counsel of the parties.
  • In confidence, to accountants, banks, and financing sources and their advisors.
  • In connection with the enforcement of this Agreement or rights under this Agreement.
  • In confidence, in connection with an actual or proposed merger, acquisition, or similar transaction.
• The Retailer/Distributor/Super Distributor also agrees that from the date of this Agreement, all information obtained from NEEDU pursuant to this Agreement shall be kept confidential by the Retailer/Distributor/Super Distributor and shall not be disclosed to any third party, except with the prior written consent of NEEDU.

SECURITY OF CONFIDENTIAL USER INFORMATION

Security of POS User ID and Password: The Retailer/Distributor/Super Distributor shall be solely, exclusively, and absolutely responsible and liable for safeguarding and/or securing the confidentiality of the user ID and passwords related to access of NEEDU Services and such other relevant information, in whatsoever name called, pertaining to the Retailer/Distributor/Super Distributor/User Account of the Retailer/Distributor/Super Distributor.

Unauthorized Access: The Retailer/Distributor/Super Distributor shall take all necessary precautions to prevent unauthorized and illegal use of NEEDU services and unauthorized access to the Retailer/Distributor/Super Distributor Accounts provided by NEEDU. The Retailer/Distributor/Super Distributor hereby agrees that NEEDU shall not be held liable and/or responsible for any wrongdoings, misappropriation, misrepresentation, or any leakage of passwords and for any liability arising due to insufficient security maintained by the Retailer/Distributor/Super Distributor with respect to the Retailer/Distributor/Super Distributor account. NEEDU shall take all commercially viable and/or reasonable care to ensure the security of and to prevent unauthorized access, using commercially viable and reasonable technology available to NEEDU.

Fraud/Fake Transactions: NEEDU shall not be liable and/or responsible for any fraud or fake transactions occurring from the Retailer/Distributor/Super Distributor ID by any third party. NEEDU takes utmost care in encrypting the Retailer/Distributor/Super Distributor’s personal details. However, NEEDU cannot control the misuse of sensitive information such as passwords once it is handed over to the Retailer/Distributor/Super Distributor. Retailer/Distributor/Super Distributors shall be responsible for following standard guidelines for securing their ID/password for the NEEDU Software.

WARRANTIES AND COVENANTS OF THE RETAILER/DISTRIBUTOR/SUPER DISTRIBUTOR

• The Retailer/Distributor/Super Distributor hereby warrants, covenants, and undertakes that it shall:
  • Promptly, effectively, efficiently, and professionally sell, market, distribute, and promote the Services and shall promptly respond to all inquiries by any customer or potential customer in relation to the Services.
  • At all times co-operate with NEEDU’s representative(s) and promptly report to NEEDU any complaints or customer feedback relating to the Services that may come to the Retailer/Distributor/Super Distributor’s attention.
  • Conduct its operations in compliance with applicable law, these Terms and Conditions, and all guidelines and instructions that may be provided by NEEDU from time to time.
  • Promote NEEDU’s business interests.
  • Not do or omit, or cause to be done or omitted, any act, deed, or thing, directly or indirectly, that may potentially result in any damage to, loss of reputation of, or any loss to NEEDU in any manner whatsoever.
  • Employ a sufficient number of personnel to provide the Services, who shall be adequately trained to provide the Services.
  • Ensure all personnel employed by it comply with these Terms and Conditions, and the Retailer/Distributor/Super Distributor shall be solely responsible for all acts/omissions of such personnel.
  • Not enter into any agreements with customers or any other third parties that are contrary to law or these Terms and Conditions.
  • Adhere to and shall cause its employees, subordinates, agents, assignees, or other personnel engaged by the Retailer/Distributor/SuperThe Retailer/Distributor/Super Distributor hereby warrants, covenants, and undertakes that it shall: Distributor to adhere to the dress code and professional conduct and etiquette as prescribed by NEEDU from time to time.
  • Ensure that none of the Services are denied to any person or group of persons or to any customer, except with the express written consent and/or instructions of NEEDU.
  • Not engage in any unfair or unethical trade or practice.
  • Not permit unauthorized persons entry into the Retail Outlet and shall, under no circumstance, permit any unauthorized person to access the computer/server located at the Retail Outlet or access information, materials, accounts, and records in relation to NEEDU Services.
  • Not permit any other person, whosoever, to conduct any business, trade, or profession of any nature at the Retail Outlet.
  • Obtain and maintain all required necessary approvals, permits, waivers, consents, registrations, and licenses from the relevant authority to perform all its obligations under these Terms and Conditions.
• The Retailer/Distributor/Super Distributor agrees that it shall be solely liable and responsible for any seizure of instruments provided by NEEDU to it by any governmental authority for its actual or alleged illegal and unlawful act.
• The Retailer/Distributor/Super Distributor agrees that it shall be solely liable and responsible for taking any type of insurance, including but not limited to cash handling/transit insurance, in accordance with the protection of NEEDU's business from time to time.
• The Retailer/Distributor/Super Distributor agrees and undertakes to ensure that the contact details, including phone number and/or any other credentials of the consumer(s), which need to be captured on the NEEDU platform for acknowledging the transaction done at NEEDU network, should be genuinely of the customer and/or taken from the customer(s). The Retailer/Distributor/Super Distributor shall not put their own or any fake/wrong credentials on behalf of the customer(s) in any manner whatsoever.
• The Retailer/Distributor/Super Distributor also agrees that during the term of this Agreement, it shall allow NEEDU and/or any other statutory authority/person of its management, auditors, regulators, and/or agents the opportunity to inspect, examine, audit, and/or take copies of any records in relation to the performance of the Services by the Retailer/Distributor/Super Distributor.
• The Retailer/Distributor/Super Distributor shall co-operate with such internal or external auditors as defined above to ensure a prompt and accurate audit of the Retailer/Distributor/Super Distributor’s records and data and shall also co-operate in good faith and on a best-effort basis with NEEDU to correct any practices that are found to be deficient as a result of any such audit within a reasonable time.
• The Retailer/Distributor/Super Distributor shall perform its responsibilities under these Terms and Conditions diligently and shall strive to increase the sale of NEEDU Services to the best of its ability. The Retailer/Distributor/Super Distributor shall always maintain a good relationship with the specified Distributor and the customers and shall maintain total transparency in relation to the same.

REPRESENTATIONSSECURITY OF CONFIDENTIAL USER INFORMATION AND WARRANTIES

• The Retailer/Distributor/Super Distributor represents and warrants that:
  • It has had a full and adequate opportunity to read and review this Agreement, be thoroughly advised of its terms and conditions by an attorney or other personal representative, and has had sufficient time to evaluate and investigate the provision of Services under this Agreement, including the financial requirements and risks associated with the same.
  • Neither the execution of this Agreement nor the performance of the Retailer/Distributor/Super Distributor’s obligations under this Agreement will result in a violation or breach of any other agreement by which the Retailer/Distributor/Super Distributor is bound.
  • It has and will continue to have the power and authority to be bound by these Terms and Conditions and to perform and fulfill all activities contemplated herein, and no other person or entity is required to consent or provide permission to the activities contemplated under these Terms and Conditions. The Retailer/Distributor/Super Distributor is not subject to any agreement, judgment, or order inconsistent with these Terms and Conditions.
  • The entry into and performance of these Terms and Conditions shall not result in a violation of applicable law, its charter documents, or any other agreement by which it is bound.
  • It is adequately insured for all liabilities specified herein.
• The warranties provided herein by the Retailer/Distributor/Super Distributor are in addition to and do not exclude any of the implied warranties under applicable law with respect to the activities contemplated under these Terms and Conditions.

MISCELLANEOUS

Governing Law: These Terms and Conditions shall be governed by and construed in accordance with Indian law, subject to Delhi Jurisdiction courts only.

Dispute Resolution: The Parties shall try to resolve disputes amicably; failing which, the same shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996 or any modifications or re-enactments thereof. The arbitration shall be conducted by a sole arbitrator agreed upon by both Parties. The venue of arbitration shall be New Delhi, and the proceedings shall be in English. The award shall be final and binding. The Retailer/Distributor/Super Distributor is a business associate and is not considered a consumer under the Consumer Dispute Act.

Non-Exclusive Appointment: The Retailer/Distributor/Super Distributor acknowledges that all rights under these Terms and Conditions, including the limited license to use NEEDU Intellectual Property, are non-exclusive, and NEEDU retains the right to grant similar rights to others.

Force Majeure: If NEEDU is prevented from fulfilling its obligations due to causes beyond its control (e.g., natural disasters, strikes, government regulations, system failures), its obligations shall be suspended. If the event continues beyond 30 days, NEEDU may terminate the agreement without compensation.

Injunctive Relief: NEEDU shall be entitled to injunctive relief in case of a breach by the Retailer/Distributor/Super Distributor to prevent actual or potential harm to NEEDU.

Relationship: The services rendered by the Retailer/Distributor/Super Distributor under this Agreement are on a "Principal to Principal" basis. This Agreement does not create a partnership, joint venture, employer-employee, or principal-agent relationship between the Parties. The Retailer/Distributor/Super Distributor shall not act in a way that binds NEEDU in any manner.

Notice: Any notice under this Agreement shall be in writing and delivered via personal messenger, proof of delivery requested courier service, or facsimile. Notices shall be sent to the addresses provided in the Retailer/Distributor/Super Distributor Application Form.

Assignment: The Retailer/Distributor/Super Distributor may not assign or delegate its rights or obligations without prior written consent from NEEDU.

Software: The term “Software” includes software owned or licensed by NEEDU. The Retailer/Distributor/Super Distributor is prohibited from sublicensing, assigning, modifying, or distributing the Software.

Intellectual Property: The Retailer/Distributor/Super Distributor shall not make any modifications or alterations to NEEDU’s software or intellectual property.

Severability: If any provision of these Terms and Conditions is deemed invalid or unenforceable, the remaining provisions shall remain in effect.

Amendment: No modification to these Terms and Conditions shall be valid unless executed in writing by NEEDU.

Waiver: NEEDU’s failure to enforce any provision shall not constitute a waiver of its rights.

Third Parties: These Terms and Conditions do not confer any rights or remedies to third parties unless expressly stated.

Further Actions: The Parties agree to take any necessary actions to fulfill their obligations under these Terms and Conditions.

Costs: The Retailer/Distributor/Super Distributor shall bear all taxes, fees, and expenses related to its appointment.

Rights Cumulative: The rights and remedies provided in these Terms and Conditions are cumulative and do not exclude any rights under applicable law.

CHANGE IN RETAILER/DISTRIBUTOR/SUPER DISTRIBUTOR

• If the Retailer/Distributor/Super Distributor is an individual, in the event of his/her death, incapacity, or inability to operate the Retail Outlet, his/her successor or assignee shall continue to operate the Retail Outlet only after obtaining prior written consent from NEEDU.
• If the Retailer/Distributor/Super Distributor is a partnership or a company, in the event of a change in control of the partnership or company due to a change in management or majority shareholding, the successors in interest or permitted assigns may continue to operate the Retail Outlet only after obtaining prior written consent from NEEDU.

TERMINATION

• These Terms and Conditions shall cease to have effect upon the expiry of the Term.
• Either Party may terminate the Agreement without cause by giving written notice of 30 days to the other Party.
• NEEDU shall be entitled to terminate the appointment of the Retailer/Distributor/Super Distributor with 30 days' written notice in the following circumstances:
  • The Retailer/Distributor/Super Distributor commits any breach of these Terms and Conditions and fails to remedy it within 15 days after receiving a written notice.
  • The Retailer/Distributor/Super Distributor breaches any obligation in relation to NEEDU Intellectual Property.
  • Repeated failure to deposit the proceeds of transactions on a daily basis.
  • NEEDU determines that the Retailer/Distributor/Super Distributor is not fit to continue operations.
  • The Retailer/Distributor/Super Distributor assigns its rights and obligations under these Terms and Conditions without authorization.
  • The Retailer/Distributor/Super Distributor becomes subject to bankruptcy, insolvency, receivership, or liquidation proceedings.
• NEEDU shall be entitled to terminate the Appointment without notice under the following conditions:
  • If the Retailer/Distributor/Super Distributor’s actions cause damage to NEEDU’s name and reputation.
  • In the event of a Force Majeure situation as described in Clause 13.4.
  • A change in control or management of the Retailer/Distributor/Super Distributor.
  • Any event that affects the ability of the Retailer/Distributor/Super Distributor to perform its obligations.
  • If any of the directors/partners/proprietors of the Retailer/Distributor/Super Distributor are convicted of a criminal offense.
  • If the Retailer/Distributor/Super Distributor is certified and declared to be of unsound mind.
• NEEDU may also terminate the appointment by giving written notice of seven (7) days, with or without assigning any reasons.
• The right to terminate shall be without prejudice to any other right or remedy available to NEEDU.
• Upon termination of the appointment of the Retailer/Distributor/Super Distributor, the following actions must be taken within 15 days:
  • Clear all outstanding dues to NEEDU.
  • Return all confidential information provided under this Agreement.
  • Return all materials provided by NEEDU.
  • Cease using NEEDU’s Intellectual Property and return all related documentation.
  • Permanently remove NEEDU’s software from all systems.
  • Return all marketing and promotional materials.
  • Provide remote access to NEEDU to disable any installed software.
  • Remove all NEEDU branding, signboards, and promotional material from its premises.
  • Stop promoting or advertising NEEDU or its products/services.
  • Grant NEEDU, its employees, or agents access to IT systems for 90 days after termination.
• During the one-month period leading to termination, the Retailer/Distributor/Super Distributor shall continue adhering to all operational procedures and ensure customers are handled properly.
• Upon NEEDU serving a termination notice or upon expiry of the Term, the Retailer/Distributor/Super Distributor must direct all customer inquiries to NEEDU.
• Even during the termination notice period, the Retailer/Distributor/Super Distributor must continue providing services unless directed otherwise by NEEDU.
• Upon termination of these Terms and Conditions, the Parties shall settle all outstanding claims. After reconciliation of accounts, the Retailer/Distributor/Super Distributor shall have no right to compensation or payment, and NEEDU shall not be liable for any loss, including loss of profits or opportunity cost.

INDEMNITY

The Retailer/Distributor/Super Distributor hereby undertakes to indemnify, defend, and hold harmless NEEDU, its affiliates, officers, directors, employees, agents, successors, and assignees (collectively the “Indemnified Parties”) from and against all claims, damages (special or consequential), losses, and expenses, including court costs and reasonable fees and expenses of attorneys, expert witnesses, and other professionals, arising out of or resulting from:

• Any action by a third party against the Indemnified Parties that is based on any negligent act, material omission, or willful misconduct of the Retailer/Distributor/Super Distributor or its employees, personnel, officers, or agents, which results in:
  • Any bodily injury, sickness, disease, or death.
  • Any injury or destruction to tangible or intangible property (including computer programs and data) or any loss of use resulting thereof.
  • Any violation of any statute, ordinance, or regulation.
• Any loss, damage, or prejudice suffered by any of the Indemnified Parties due to the breach by the Retailer/Distributor/Super Distributor of any applicable laws, by-laws, regulations, and guidelines.
• Any loss, damage, or prejudice suffered by any of the Indemnified Parties due to the Retailer/Distributor/Super Distributor representing/providing incorrect information to third parties in an unauthorized manner on behalf of NEEDU.
• Any loss, damage, or prejudice suffered by reason of any claim or proceeding by any third party against any of the Indemnified Parties due to the infringement of NEEDU Intellectual Property by the Retailer/Distributor/Super Distributor during the provision of the Services.
• Any loss, damage, or prejudice suffered by any of the Indemnified Parties due to any claim made by the Retailer/Distributor/Super Distributor’s employees against NEEDU for non-compliance with any labour laws.
• Any misrepresentation of any representation or warranty of the Retailer/Distributor/Super Distributor under these Terms and Conditions.

DECLARATION

• I/We certify that the above information is correct and true to the best of my knowledge and belief. I/We further confirm that I/We have read and understood all the terms and conditions governing my engagement as a Retailer/Distributor/Super Distributor.
• I/We shall abide by these terms and conditions and understand that they may be amended by the Company from time to time. Such amendments shall be acceptable to me at all times as long as I work as a Retailer/Distributor/Super Distributor.
• I/We confirm having received a copy of these terms and conditions and have also reviewed them on the Company’s website – www.needu.co.in.
• I/We shall keep myself updated on all changes to the terms and conditions as made by the Company from time to time by obtaining them directly from the website.
• I/We fully understand that the one-time registration fee paid by me is non-refundable, and I/We have not paid any cash to any employee of the Company.
• I/We certify that the above information is correct and true to the best of my knowledge and belief. I/We further confirm that I/We have read and understood all the terms and conditions governing my engagement as Retailer/Distributor/Super Distributor. I/We shall abide by these terms and conditions and do understand that these may be amended by the Company from time to time and the same would be acceptable to me all the time as long as I work as a Retailer/Distributor/Super Distributor. I/We confirm having received a copy of these terms and conditions and have also perused these terms and conditions on the website of the Company “www.needu.co.in”. I/We shall keep myself abreast of all the changes to be made by the Company in the terms and conditions from time to time and the same would be obtained by me directly from the website of the Company. I/We have fully understood that the one-time registration fee paid by me is not refundable. No cash has been paid by me to any employee of the Company.
• I/We undertake to always display the rate list of the applicable charges on domestic remittance and shall not overcharge the customers under any circumstances. I/We shall be responsible for payment of all kinds of the taxes including the GST in respect of any charges realized from the customers/Retailer/Distributor/Super Distributors/end users on the domestic remittance.
• I/We hereby undertake that I have resigned from all other BCs where ever I had worked previously and am not working with any other BC or any Digital Service agency.
• I/We further declare that I will exclusively work with NEEDU, in respect of Digital Service till the pleasure of the NEEDU or till my services/association is withdrawn/discontinued by the NEEDU or up to the time I resign from NEEDU.
• I have read and fully understood and hereby confirm to undertake, accept and abide by the contents of these Terms and Conditions.

Communication Disclaimer

The Retailer/Distributor/Super Distributor hereby understands and agrees that being a NEEDU Retailer/Distributor/Super Distributor, NEEDU may communicate including but not limited to voice, SMS, digital, video, and/or any other mode of innovative communication method, as deemed fit and proper by the Company and that these communications are considered as part and parcel of the Services. The Retailer/Distributor/Super Distributor shall not be able to opt out of receiving these messages and/or communication in any way whatsoever and the Retailer/Distributor/Super Distributor hereby agrees to receive any communication from the Company. The Retailer/Distributor/Super Distributor also understands that the communication may include and contain advertisements.

I/we hereby also declare that I have also been apprised that these terms and conditions are also available on the website of the NEEDU – “www.needu.co.in” which have been duly perused by me on the website of the Company. I/We also undertake that any change in the terms and conditions governing my/our appointment may not be notified by NEEDU to me/us but shall be binding on me/us if the change in the terms and conditions are made online by NEEDU. I/We undertake to keep myself/ourselves updated in respect of change in the Terms and Conditions initiated/made by NEEDU on its Website – www.needu.co.in.

I/We undertake to immediately inform the Company of all my cash deposits and transfer of funds into the designated Bank Accounts of the Company and shall get the limit from the Company thereafter. I/We will ensure myself that the working limit in the portal by the Company against the cash deposit/fund transfer is made available to me immediately and this will remain as my/our basic responsibility. I/we have noted that the Company will not be held responsible for not assigning of any working limit against my cash deposits/fund transfer if I fail to inform the Company immediately after the deposits and do not get my working limit within two hours of cash deposit/fund transfers made by me/us. I/We have understood very well that in case of any negligence on my/our part in this regard, may lead to the working limit to someone else by mistake knowingly or unknowingly, for which the Company will not be held responsible under any circumstances. I/we will ensure at my/our own that the proper communication is received at the Company and any failure in this regard would be my/our own responsibility and Company will not be held responsible for that. I/we shall always remain abide by all the terms and conditions as specified above and as may be changed from time to time by the Company in respect of use of the portal and in respect of the Digital Service.

I/we shall inform immediately in case any excess amount is received in my portal by any means including by the distributor. I/we expressly authorize to the Company for withdrawing any excess amount given by mistake by the Company or by the distributor. I/we expressly accept the right of the Company to adjust any amount which I/we may owe to the Company at any point of time and even for the accrual of all kinds of liabilities which may fall upon me/us due to any kind of claim of the Company. I/we shall remain always vigilant in respect of my/our statement of transactions and balances in the statement and shall report any discrepancy therein to the Company immediately and not later than 24 hours from the time of discrepancy. I/we shall not hold Company responsible on account of any lapse on my/our part in this regard.

I/We have read and fully understood and hereby confirm to undertake, accept and abide by the contents of these Terms and Conditions.

Contact Us

If you have any questions about this privacy policy, please email us at info@needu.co.in
1st Floor, Ramji Market, Shop No. 09, near Hyundai Showroom, Sector 61, Gurugram, Haryana 122101, India
Phone: +91 9319390939