Terms & Conditions

Paychamp is a service being provided by ACL Mobile Ltd. having its registered office at 104-107 Hemkunt Tower, 98, Nehru Place, New Delhi and Corporate office at 7th Floor, Tower-4, Express Trade Tower 2, B-36, Sec-132, Noida - 201301, India. ("ACL") This document explains how the agreement between you (hereinafter also referred to as "Merchant") and ACL is made up and sets out some of the terms of that agreement. Agreement: shall mean this Agreement for Service. Digital Goods mean any and all digital goods and/or digital services, as applicable, provided by the Merchant to End Users pursuant to this Agreement. Mobile Consumable Digital Goods mean any and all digital goods and/or digital services as applicable, provided by the Merchant to End Users which can be consumed on/through mobile phones End User: means the purchaser of Digital Goods or Services of the Merchant;

Intellectual Property Rights: means patents, trademarks, service marks, design rights (whether registerable or otherwise), applications for any of the foregoing, copyright (including rights in computer software), semi-conductor chip topography rights, database rights, trade or business names, logos, brand names, devices and know-how, domain names and other similar rights, obligations, title, interest or otherwise whether registerable or not in any country globally including all registrations, applications, renewals, extensions, continuations, divisions and re-issuances associated therewith.

Service: means a service providing single point cross-operator billing connectivity for Mobile Payments which enables the payment via an online micropayment solution on the End Users mobile phone or internet connected device against the supply of digital goods or services owned/being provided by a third party to end users/consumers. (hereinafter referred to as "Paychamp or Service") Paychamp Purchase API Specifications: the Application Programming Interface of Paychamp that allows a Merchant to send purchase requests for his customers to Paychamp Platform.

Telecom Operator: A telephone company, also known as a Telco, telephone service provider, or telecommunications operator, is a kind of communications service provider (CSP) that provides telecommunications services such as telephony and data communications access. The Telecom Operator manages the micropayments solution/access to their subscribers.

Platform: the technological platform of ACL Mobile to connect the Merchant technology to Paychamp and to the Telecommunication Operators systems used for managing the Service and the Transaction report.

Digital Goods: Mobile content, applications or any other service as applicable provided by the Merchant to End Users which can be consumed on/through mobile phones, and are permitted to be sold and charged through operator billing (Paychamp) in the territory.

Reserved Area: the part of the Paychamp website accessible to the Merchant only where the Merchant will be provided the services described under article 2.3

SDK: part of software development kit to be installed on a Merchant application, which interacts directly with Paychamp Platform in order to: (i) send to Paychamp the information useful for the billing process; (ii) build the best End User purchase experience; (iii) simplify the Merchant integration process with Paychamp;

Territory: any country where Paychamp will be available and to which this Agreement will apply as opted by the Merchant.

Transaction: the registered and cleared purchase of a Digital Good by the End User.

ACL Net Revenue: means revenue share received by ACL Mobile Ltd from the Operators, for sale of digital goods / services through operator connectivity using Paychamp under this agreement after the adjustment of TDS/withholding taxes and foreign exchange fluctuation, if any & excluding service tax.

REGISTRATION PROCEDURE

Prior to any use of the Service, the Merchant is required to register with Paychamp by completing the Web Site Form or alternatively the Application Form can be sent by post or email, if so requested.

ROLES & RESPONSIBILITIES OF ACL

1.1 To arrange and manage agreements with Telecommunication Operators that will enable the Digital Goods purchasing by End Users through micropayments solution via their mobile phone.

1.2 To supply a purchase report containing data of End Users purchases of Digital Goods.

1.3 To bill telecom operator for the purchases done by their subscriber through mobile phones, and collect money.

1.4 To disburse the merchant share of revenue after collecting from operator with reasonable time.

1.5 To provide and manage on the Paychamp website the reserved Area where the Merchant can:

1.5.1 View all purchase Transactions of End Users;

1.5.2 View the reports of Transactions relevant for invoicing;

1.5.3 Manage Merchant account data and information; and

1.5.4 Contact ACL regarding any technical and commercial matters.

1.6 To integrate Paychamp technological Platform in order to establish a connection with Telecommunication Operators and the Merchant's technology for managing the Transaction report.

1.7 To approve merchants and digital goods offered by merchants through Paychamp, Such approvals shall not be unreasonably delayed by ACL

2. ACL'S OBLIGATIONS AND WARRANTIES

ACL Mobile undertakes during the term of this Agreement to:

2.1 use all reasonable endeavours to provide the Service in compliance with market standard; in particular ACL undertakes to use all reasonable endeavours to supply, install and maintain the technological interface necessary to correctly manage End Users requests (activation/identification/deactivation/charging of the Service), as well as the connection with the Telecommunication Operators;

2.2 not intentionally infringe any patent, copyright, trademark or industrial secret or any third party rights;

2.3 Liase with telecom operators for any matter related to telecom operator connectivity or infrastructure;

2.4 supply first level customer care service to End Users through ACL's dedicated email ID for matters strictly connected to mobile billing in connection with Paychamp; and

2.5 supply technical support in case of problem linked to micropayment solution with End Users mobile phone;

3. MERCHANT'S ROLES, RESPONSIBILITIES, REPRESENTATION & WARRANTIES

3.1 The Merchant certifies that it holds and will continue to hold throughout the term of this Agreement all the necessary authorizations required to supply the Digital Goods, to operate and manage its mobile storefronts/website(s) and the advertising and communications on the mobile storefronts/website(s) in full compliance of any applicable law, statute, regulation and Code of Practice as well as guidelines and technical documents provided or agreed with ACL

3.2 The Merchant undertakes not to throughout the term of this agreement make available to the public on any pages dedicated in whole or part to Paychamp without the explicit approval of ACL Mobile.

3.3 The Merchant shall provide, operate and manage for Users, the Services, as set out in Annexure "B" together with the content as would be mutually agreed, in writing, from time to time, as per the agreed scope and Service Level standards.

3.4 the Services shall be provided, and all obligations of the Merchant under this Agreement shall be performed, in accordance with Industry Best Practices and in accordance with all applicable Laws;

3.5 The Merchant has acquired the requisite approvals, consents, rights and licenses for entering into and performing its obligations under this Agreement and all approvals, consents and licenses for use of third party intellectual property rights and provision of requisite gateways required for the purposes of the present Agreement;

3.6 The Merchant has the approvals, consents, rights and licenses to use or otherwise exploit, and shall, at all relevant times, have the approvals, consents, rights and licenses to use or otherwise exploit all intellectual property rights with respect to the Content;

3.7 The Merchant is not infringing any third party's intellectual property rights in making the Content or digital goods available to the Users;

3.8 The Merchant agrees and undertakes not to push content / Services through unethical marketing practise, if any unethical practices are found then ACL may terminate the Agreement and / or the integration of the Billing System with the Applications of the Merchant;

3.9 The Merchant undertakes to seek prior written approval of ACL for digital goods being offered through Paychamp.

3.10 The merchants also undertakes not to offer end consumers anything which is contrary to public order, law or common decency; or is directly or indirectly insulting, defamatory, sexually explicit, racist, casteist, xenophobic, homophobic, revisionist or injurious; anything which incites violence, or any act not permitted under the law of the territory, prostitution or exploitation of persons under 18 years of age; any content offering or proposing online gambling or betting services not authorized under current regulation.

3.11 Throughout the term of this agreement the Merchant undertakes not to use Paychamp Service in whole or part on behalf of any third party and in particular on behalf of any website of which the Merchant is not the publisher.

3.12 The Merchant undertakes not to commit any acts and/or omissions which could bring into disrepute or denigrate ACL's name and the Paychamp Services. In particular, the Merchant undertakes not to alter or modify the functioning of the Platform and to respect all constraints and instructions regarding any integration with the same.

3.13 The Merchant declares and undertakes that the sale, packaging, delivery, communication and promotion of any Digital Goods - in particular in respect of the "End User's experience" - shall be in full compliance with all and any applicable law, statute and Code of Practice as updated or amended.

3.14 The Merchant warrants to have and to maintain all the rights necessary to comply with the obligations of this Agreement and to have sole liability for the Digital Goods offered to End Users, undertaking that such Digital Goods and its website - including namely Merchant website terms and conditions of service/sale and info privacy policy - are not and shall not be unlawful or contrary to any public order, public security, data protection law, confidentiality and the safeguard of minors as well applicable Codes of Practice.

3.15 The Merchant warrants and undertakes that Digital Goods can be freely used according to the present Agreement because he has obtained and currently held, valid and sufficient rights, including rights in any third party intellectual property.

4. LIABILITY IN RESPECT OF DIGITAL GOODS

4.1 Throughout the term of this Agreement the Merchant is solely responsible for the publishing of its own mobile storefronts/website(s) and of any contents published or Digital Goods offered within such le storefronts/website(s). The Merchant undertakes to respect the rights of others, in particular to respect individuals and human dignity, personality rights such as image rights and the right to privacy; intellectual property rights, namely trademark rights and any copyright.

4.2 The Merchant shall have and maintain throughout the Term of this Agreement a customer care service to End Users for matters connected to Digital Goods distributed by the merchants, the Merchant storefronts/website and the purchase/subscription of Digital Goods.

4.3 The Merchant undertakes to supply technical support in case of problem related to Digital Goods sold by the merchants, the Merchant storefronts/website and the purchase/subscription of Digital Goods.

4.4 The Merchant has sole liability for all and any Digital Goods, undertaking that it corresponds in nature, quality and quantity to the offer proposed to End Users and shall be solely responsible for warranty & its compliance and therefore modify, replace and supply Digital Goods to End User when the latter requests it because of defect of the Digital Goods. In order to do so, Merchant undertake to provide on the Merchant's own storefronts/website, all contacts necessary to manage End Users requests' related to the Digital Goods use easily and continuously available to the End User. When Digital Goods are offered under subscription, Merchant shall manage the customer care giving ACL Mobile prompt communication of the subscription deletion.

4.5 In case of any legal proceedings or arbitration involving ACL or a Telecom Operator, caused by a breach of any warranties of the Merchant herein, the Merchant undertakes in full and on demand to defend, indemnify and hold harmless ACL or the Telecom Operators, also requesting an exclusion in any legal proceedings from any damage and costs, including legal. It is agreed that ACL or Telecom Operators can decide in their own discretion to take part in any such legal proceeding, negotiations or the appointing, at the Merchant's costs, own attorneys or representatives.

4.6 The Merchant undertakes in full and on demand to defend, indemnify and hold harmless ACL for any damages/penalties/legal proceedings with respect to transactions done by end-consumers on merchants storefront/website, and it was found that the transaction has violated the guidelines issued by telecom operators/ ACL Mobile and agreed by ACL Mobile and merchants

4.7 In case of any court or authority declaring the Digital Goods supplied by the Merchant, in whole or in part, an infringement of third parties rights or become illegal or impossible, Merchant undertakes to modify or replace such Digital Goods immediately, in order to remove the infringement, maintaining warranties and indemnification obligation to ACL , or Telecom Operators.

4.8 Where any Digital Goods are offered under a subscription service, the Merchant undertakes to provide such Digital Goods regularly and in compliance with the terms and conditions supplied to the End User once the subscription is activated and throughout the terms of any applicable terms and conditions between the Merchant and the End User. Furthermore the Merchant undertakes not to change autonomously the conditions pursuant to the subscription service without the prior written approval of ACL and/or the Telecommunication Operators and/or any applicable third parties as confirmed in writing by ACL. ACL shall be at liberty to supply particular guidelines related to the management of subscription services and the subsequent communications.

5. CONSIDERATION & TERMS OF PAYMENT

5.1 ACL shall pay to the Merchant such percentage of payout on the revenue generated from Digital Goods, deducted of applicable VAT or other governmental taxes, as may be agreed separately.

5.2 Notwithstanding the above no other sum or compensation may be requested by the Merchant in relation to or in any way connected to this Agreement. It is agreed that the amounts indicated are all-inclusive and constitute the only, non-accruable payment for the full and complete exercise of all of the rights and obligations attributed to ACL in accordance with this Agreement.

5.3 ACL shall not be obliged to make any payment to the Merchant for which ACL or the Telecom Operator does not receive payment regardless of the reason for such non-payment. Payment will only be made or will become due to the Merchant with respect to Digital Goods which are

(a) Successfully delivered to End Users; and

(b) Successfully billed by the Telecom Operators; and

(c) For which payment has been received by ACL; and

(d) For which a refund has been made to an End User (it is understood that ACL will be entitled to be refunded by the Merchant, also by way of set off on Merchant Payout, of any amount refunded to the End User in consideration of a claim related to the purchase of the Digital Goods); and

(e) For which no miscalculation of the revenues has been made. For the avoidance of doubt if a shortfall exists due to bad debt, billing problems, miscalculation or otherwise, the shortfall will be deducted from the overall revenue due or, if applicable, in any subsequent payments even if such revenue has been paid to the Merchant in a previous payment.

6. FINANCIAL REPORT AND RECONCILIATION PROCEDURE

6.1 For each Territory, ACL shall submit to the Merchant the calculated revenue share for the preceding calendar month indicated in the currency in which it was paid by the End User and which shall also be available on the Reserved Area, based on the End Users purchase and payment Transactions registered on the Platform within the preceding month following the month of reference (the "Settlement Report")

6.2 ACL shall send the Merchant an email containing the Settlement Report or the notice that the Settlement Report is available on the Reserved Area. The Merchant shall within 20 (twenty) days raise any queries on the Settlement Report in writing and provide any supporting documentation, otherwise it will be considered accepted.

6.3 If the issue reveals a discrepancy between the number of Transactions registered in the Settlement Report and Transactions registered by the Merchant, the payments related to the sums questioned shall be temporarily suspended in order for the issue to be settled by the Parties.

6.4 If following submission of all relevant supporting documentation the Parties still cannot agree on the figures set out in the Settlement Report, the sums in dispute can then go on to be valued by a technical commission composed of 2 (two) representatives of each Party and any applicable Telecommunication Operator within 60 (sixty) days from the date of such written request to do so.

6.5 Any agreed discrepancies shall be invoiced in the following month.

6.6 Telecom Operators Reconciliation

6.6.1 ACL shall reconcile the number of transactions from the relevant Telecom Operator to finalise the Settlement Report.

6.7 Invoicing and Value

6.7.1 Once the Settlement Report is approved by the Merchant or following 20 (twenty) days after the reconciliation as described above, ACL shall submit to the Merchant an official report for the relevant Territory for the invoicing of the same ("Invoice Report").

6.7.2 The Merchant can issue a valid invoice to ACL for each relevant Territory following receipt of the relevant Invoice Report, replicating all of the ID's set out in the Invoice Report(s) for which payment is due.

6.7.3 Upon termination of this Agreement, for whatever reason, ACL shall pay any undisputed sums due within 90 (ninety) days from such termination. The valid invoices should be issued to ACL Mobile or, alternately, to the Merchant and with the monetary value set out in the Reserved Area.

6.8 Payment

The sums due shall be paid by ACL to the Merchant according to standard Payment terms for each country, through bank transfer to the Merchant bank account provided ACL has received the payment of its revenues concerning the Transactions from the applicable Telecommunications Operators.

Bank transfer cost will be shared by the parties, ACL and merchant, in equal.

6.9 Taxes

For the avoidance of doubt, ACL and the Merchant shall collect and remit to the competent tax authorities any sales, use, goods and services, value added, or other similar tax, for sales of the Digital Goods to End-Users located in the Territory.

6.9.1 If applicable law requires ACL to withhold any taxes levied on payments to be made pursuant to this Agreement (following referred to as "Withholding Tax"), ACL shall levy the Withholding Tax as per ordinary local rules and ACL shall be entitled to deduct such Withholding Tax from the payments due to the Merchant hereunder.

6.9.2 If applicable, ACL shall within statutory time limits effect payment of the Withholding Tax to the appropriate tax authorities and shall transmit to Merchant receipts or other evidence sufficient to enable Merchant to support a claim for income tax credits in its place of establishment.

6.9.3 The Parties agree to cooperate in all respects necessary to take advantage of reduced Withholding Tax rates available under any applicable tax treaties.

7. NON COMPLIANCE BY MERCHANT

7.1 ACL Mobile shall have the right at any time throughout the term of this Agreement to interrupt, suspend and/or terminate the Service supplied in whole or part, by giving Merchant a previous written notice by e-mail, in case of breach by Merchant of any obligations set out herein or for any causes determined by Telecom Operators.

7.2 In the event that ACL Mobile becomes aware that the Digital Goods or the storefront/website of the Merchant or any part thereof does not comply with laws or regulations or Codes of Practice or infringes third party rights, ACL will promptly give written notice (also via e-mail) to the Merchant assigning a 3-day term to remedy. In default of remedy by the Merchant within the assigned 2-day term, ACL will have the right, without further notice, in its sole discretion and without liability, to immediately suspend the Service and/or the Merchant connection to ACL Platform and/or deny the access to the Reserved Area until such time as the matter has been rectified.

7.3 In case the Merchant will not implement a final and effective remedy in the 3 days following the term indicated above, ACL will have the right to terminate this Agreement with immediate effect, in its sole discretion and without liability.

7.4 The Merchant undertakes to use the Paychamp API Specifications and/or the SDK for the purpose and in the way instructed by ACL and undertakes not to modify, change, amend, cancel, decompile, disassemble, reverse-engineer, or affect in any way whatsoever the Paychamp API Specifications and/or the SDK unless expressly authorised by ACL Mobile. The Merchant undertakes to keep the Paychamp API Specifications and/or the SDK strictly confidential.

8. LIMITATION OF LIABILITY

8.1 Except where expressly stated otherwise herein to the contrary ACL and the Telecommunication Operators do not accept liability under or in relation to this Agreement or arising out of the provision of the Service, even if advised of the possibility of such damages (and whether in relation to tort (including negligence), breach of contract, strict liability or otherwise, or any other liability for: (a) loss of profits or sales; (b) loss of bargain; (c) loss of opportunity; (d) loss, interruption or delay of use of any Service in whole or part; (e) loss of time on the part of management or other staff; (f) professional fees or expenses (save legal fees resulting from any dispute, awarded by any court or tribunal of competent jurisdiction); (g) any indirect, special, incidental, exemplary, extraordinary, punitive or consequential damages of any kind howsoever arising except as expressly set out herein.

8.2 Nothing in this Agreement shall exclude or limit the liability of either Party for death or personal injury arising as a result of the other Party's negligence or for any loss or damage from fraudulent misrepresentation, infringement of a third party's intellectual property right or any fines or penalties imposed by any regulatory or governing body or Telecommunication Operator.

8.3 In no event the aggregate liability of ACL , whether in tort, contract or otherwise exceed the revenue share or service fee received by it under the provisions of this Agreement.

8.4 Indemnity

The Merchant will at all times and on demand defend, indemnify and hold harmless ACL, Telecom Operators and the relevant directors, shareholders, employees, successors and assigns from and against any and all third party claim, damage, liability, cost and expense, including reasonable legal fees and expenses, arising out of or related to a breach of any warranty, representation, covenant under this Agreement.

9. CONFIDENTIALITY

9.1 Each Party undertakes to keep confidential and not to disclose any information obtained under or in connection with this Agreement ("Confidential Information") and will not, without the prior written consent of the other Party, disclose the Confidential Information to any person other than the Parties employees or professional advisers on a need to know basis.

9.2 The above confidentiality obligations will not apply to (a) any Confidential Information which has been publicly published; (b) information lawfully in the possession of the recipient before the disclosure under this Agreement took place; (c) information obtained from a third party who is free to disclose it; and (d) information that is required to be disclosed pursuant to a court order or some other body in authority in the jurisdiction provided that (where possible) the disclosing Party promptly informs the other of the requirement and takes all reasonable steps so as to disclose only that Confidential Information that is necessary and ensures that the Confidential Information remains confidential outside of the required disclosure.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 All Intellectual Property Rights in and to Paychamp (including any and all adaptations, amendments, extensions and renewals thereof by all means and in all media whether now known or hereafter discovered or developed) belong exclusively to ACL. The Merchant will not acquire any title, copyright or other proprietary rights in and to Paychamp, including any materials provided under the Paychamp Service in whole or part. Further, nothing in this Agreement shall be deemed to grant to the Merchant a licence in ACL Mobile's Intellectual Property Rights except as expressly set out herein.

10.2 In respect of either Party's exploitation of the Service each Party shall accept that neither Party shall have any rights in respect of either Party's Intellectual Property Rights including the goodwill associated therewith, and each Party hereby acknowledges that, except as expressly provided in this Agreement, no Party shall acquire any rights in respect thereof and that all such rights and goodwill are, and shall remain, vested exclusively in the Party so providing.

10.3 The Merchant agrees, at the expense of ACL to take all such reasonable steps as ACL may reasonably require assisting ACL in maintaining the validity and enforceability of the Intellectual Property Rights of Paychamp and in assigning any rights ACL may acquire to such Intellectual Property Right or any goodwill relating thereto to ACL Mobile or its authorised nominee.

10.4 The Merchant warrants that it will not do or authorize any third party to do any act which would or might invalidate or be inconsistent with any of ACL's Intellectual Property Rights in respect of Paychamp and shall not omit or authorize any third party to omit to do any act which, by its omission, would have that effect or character.

10.5 The Merchant shall promptly and fully notify ACL in writing of any actual, threatened or suspected infringement of any intellectual property relating to Paychamp which comes to the Merchant's notice and the Merchant shall at ACL's request and expense do all such things as may be reasonably required to assist in ACL taking or resisting any proceedings in relation to any such infringement or claim.

10.6 For the duration of this Agreement, the Merchant authorises and grants ACL a worldwide non exclusive royalty free right to use the Merchant's brand, logo, trade names and commercial signs for the purpose to make reference to the Merchant as client of Paychamp in any communication, advertising and promotion of Paychamp, on any support and by any means whatsoever, and to integrate them in the purchasing flow of Paychamp.

11. TERM

This Agreement shall be effective for a minimum period of 24 (twenty-four) calendar months from the end of the Trial Period, if any or in case there is no trial period from the date of execution of this agreement and shall be automatically renewed for subsequent 12 (twelve) months periods unless terminated in by way of cancellation of the Merchant account on the Paychamp Website.

12. TERMINATION

ACL may terminate this Agreement upon giving to the Merchant prior written notice by certified or registered mail, if the:

12.1.1 Merchant is in material or persistent breach of any of its obligations under this Agreement and has failed (in case of a remediable breach) to remedy that breach within 15 (fifteen) days of receipt of a written notice from ACL Mobile requiring it to remedy that; and/or

12.1.2 Merchant files a petition for bankruptcy or is adjudicated bankrupt; and/or

12.1.3 Merchant becomes insolvent or makes an assignment for the benefits of its creditors pursuant to any bankruptcy law; and/or

12.1.4 Telecom Operator decides in its sole discretion not to provide any services pertaining to this Agreement, whether in whole or part.

12.1.5 In addition to the above, either Party has the right to terminate this Agreement by giving 15 (fifteen) days prior written notice if the other Party commits a material breach hereof incapable of remedy.

12.1.6 Termination of this Agreement for whatever reason shall not affect the accrued rights of the Parties arising in any way out of this Agreement as at the date of termination and, in particular but without limitation, the right to recover damages against the other.

12.1.7 Clauses 6, 7, 8, 9, shall, for the avoidance of doubt, survive the expiration or sooner termination of this Agreement and shall remain in force and effect.

12.1.8 Either Party has the right to terminate for convenience this Agreement unilaterally by notifying the other Party in writing giving no less than 60 calendar days prior notice to the proposed date of termination.

13. FORCE MAJEURE

Neither ACL nor any Telecommunications Operators shall be held liable for any failure or delay to meet its obligation under this Agreement as a result of a force majeure event or circumstances beyond its reasonable control, including but not limited to earthquakes, inundation, riot, uprising, strikes, including Merchant lockouts, delays in transport, death or injury of any employee, or agent of ACL nor Telecommunications Operators communication problems, network disruption or suspension, embargo, bans and prohibitions imposed by any authority or any acts and/or omissions on the part of any Telecommunication Operator.

14. ASSIGNMENT AND SUBCONTRACTING

Neither Party shall assign or transfer the present Agreement or its rights and obligations under this Agreement, in whole or in part, directly or indirectly, without the prior written consent of the other Party. Notwithstanding the above, ACL is entitled to assign this Agreement and any right and obligation related to any Merchant within the ACL Mobile Group of companies.

15. SEVERABILITY

If any court of competent jurisdiction holds any provision of this Agreement invalid, illegal or unenforceable for any reason, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect so as to leave the validity of the other provisions of this Agreement intact.

16. ENTIRE AGREEMENT

This Agreement, any offer and any other documents attached or related hereto, contains the whole agreement between the Parties and supersedes all previous and other arrangements between the Parties in relation to its subject matter.

17. RELATIONSHIP

Nothing in this Agreement shall be construed so as to give rise to any joint venture, partnership or relationship of employer and employee. Each Party is an independent contractor solely responsible for its own obligations and nor shall either Party have the right, power or authority to create any obligation or duty, express or implied, on behalf of the other Party.

18. AMENDMENTS

This Agreement or any part thereof may be modified or integrated at any time with mutual consent of parties.

19. NOTICES

Except as otherwise expressly specified herein, all notices, requests or other communications shall be in writing and shall be deemed to have been given if delivered personally or mailed, by certified or registered mail, postage prepaid, return receipt requested, email giving a receipt of display of the recipient of the message, to the Parties at their respective addresses set forth herein. All notices, requests or communications shall be deemed effective upon personal delivery or 10 (ten) working days following deposit, first class postage prepaid, in the mail or on the day of dispatch by facsimile transmission to the facsimile number of the other Party or email to the email indicated by the other Party.

19.1 Any correspondence directed to ACL Mobile will be addressed as follows:

Name: Legal Department

Address: ACL Mobile Limited, 7th Floor, Tower-4, Express Trade Tower 2, B-36, Sec-132, Noida - 201301, India

20. CONTRACTUAL PARTIES

This Agreement is executed by and between ACL and the Merchant located in the Territory where the Merchant has requested ACL to use the Paychamp Service and only such Parties will be the intended beneficiaries of the relevant rights and obligations under this Agreement.

21. GOVERNING LAW AND JURISDICTION

21.1. This Agreement and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to it or its validity and its execution - shall be governed by and interpreted and construed in accordance with the laws of India & Courts of New Delhi shall have exclusive jurisdiction. All disputes arising out of this Agreement and/or related to its validity and its execution shall be settled by an arbitration as per rules of Indian Arbitration & Conciliation Act, 1996, by a sole arbitrator to be appointed by both the parties by mutual consent. If the parties are unable to appoint the Arbitrator then the appointment shall be made according to the provisions of Indian Arbitration & Conciliation Act, 1996.