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

Auronix Payment Solutions Private Limited

1. Appointment and Acceptance

These Terms govern the business relationship between Auronix Payment Solutions Private Limited (“Company”) and the applicant (“Retailer/Distributor/Super Distributor”).

The agreement becomes effective from the date of acceptance of the application form (“Effective Date”). The appointed party is expected to commence operations within a reasonable timeframe, generally not exceeding 30 days from such date.

By applying, the applicant confirms that they have:

Carefully reviewed and understood these Terms
Assessed business requirements, investment needs, and risks
Agreed to operate strictly in accordance with Company guidelines

The Company appoints the applicant on a non-exclusive basis to operate from the approved location. Any change in business address requires prior written approval from the Company.

This appointment does not create any partnership, employment, or agency relationship. The appointed party cannot bind the Company in any manner.

2. Nature of Business

The Company operates as a facilitator and distributor of services provided by third-party partners. It does not own such services directly.

While reasonable efforts are made to ensure service availability and quality, interruptions may occur due to technical or external factors. The appointed party agrees to manage operations accordingly.

3. Operations and Service Delivery

The appointed entity shall:

Provide only those services explicitly authorized by the Company
Follow all operational processes, guidelines, and updates issued from time to time
Avoid offering unauthorized services or misleading representations

The Company reserves the right to:

Add, modify, or discontinue services
Change operational procedures at its discretion

All transactions must be conducted only through the official Company platform. Offline transactions, fake receipts, or unauthorized dealings are strictly prohibited and may attract legal action.

The appointed party is responsible for:

Procuring required infrastructure (devices, internet, etc.) at its own cost
Displaying Company branding as instructed
Maintaining proper licenses and regulatory approvals
4. Financial Terms
a. Registration Fee

A non-refundable onboarding fee may be applicable as per Company policy.

b. Working Capital

The appointed party must maintain a minimum balance (“Working Capital”) as specified. This amount will determine the transaction limit available.

c. Transaction Limits

Transactions are permitted only within the available balance. Additional funds must be deposited to increase limits.

d. Commission

Commission structures will be communicated through official channels and may be revised periodically. The Company’s decision on commissions and margins shall be final.

e. Pricing

All service charges and pricing are determined solely by the Company. Unauthorized discounts or overcharging customers are strictly prohibited.

f. Taxes and Expenses

All applicable taxes, operational costs, and business expenses shall be borne by the appointed party.

g. Adjustments

The Company reserves the right to adjust or set off any dues against amounts payable to the appointed party.

5. Personnel Responsibility

The appointed party is solely responsible for:

Hiring and managing its staff
Compliance with labour laws
Acts and omissions of employees or representatives

The Company bears no responsibility for personnel-related matters.

6. Intellectual Property

All trademarks, logos, software, and branding elements remain the exclusive property of the Company or its licensors.

The appointed party:

Gains no ownership rights
Must not misuse or reproduce branding without permission
Must cease usage immediately upon termination

Unauthorized use may result in legal action and immediate termination.

7. Confidentiality and Security

All business, technical, and customer-related information shared by the Company is confidential.

The appointed party must:

Protect such information from unauthorized disclosure
Use it only for business purposes

They are solely responsible for safeguarding login credentials and system access. The Company will not be liable for misuse arising from negligence.

8. Compliance and Conduct

The appointed party agrees to:

Operate ethically and in compliance with applicable laws
Avoid fraudulent, misleading, or harmful activities
Maintain professional conduct and service standards

Any misconduct, including illegal transactions or misuse of the platform, may result in suspension, termination, and legal consequences.

9. Non-Compete and Business Restrictions

During the term of association, the appointed party shall not:

Engage in competing services similar to those offered by the Company
Interfere with Company relationships or business operations
Misrepresent association with the Company
10. Representations and Warranties

The appointed party confirms that:

It has full authority to enter into this agreement
Its operations comply with applicable laws
It will not breach any third-party agreements
11. Indemnity

The appointed party agrees to indemnify and hold the Company harmless against any:

Losses, damages, or claims
Legal liabilities arising from misconduct, negligence, or breach of terms
12. Termination

The Company may terminate the appointment:

With prior notice, or
Immediately in case of breach, fraud, misconduct, or legal non-compliance

Upon termination, the appointed party must:

Settle all dues
Stop using Company branding and systems
Return all materials and confidential information

The Company shall not be liable for any losses or business impact arising from termination.

13. Audit and Monitoring

The Company or authorized representatives may:

Inspect operations
Audit records and transactions

The appointed party must cooperate fully and correct any identified deficiencies.

14. Change in Ownership

Any change in ownership, management, or control requires prior approval from the Company.

15. Communication

The appointed party agrees to receive communications from the Company via:

SMS
Calls
Email
Digital platforms

Such communications are considered essential and may include service-related updates and notifications.

16. Risk and Responsibility

The appointed party is solely responsible for:

Ensuring accuracy of customer data
Monitoring transactions and reporting discrepancies promptly
Preventing unauthorized or illegal financial activities
17. Governing Law and Dispute Resolution

This agreement shall be governed by Indian laws.

Any disputes shall:

First be resolved amicably
Failing which, be referred to arbitration under applicable laws

The decision of the arbitrator shall be final and binding.

18. Force Majeure

The Company shall not be held liable for delays or failure in performance due to events beyond reasonable control, including natural disasters, technical failures, or regulatory actions.

19. General Provisions
This agreement represents the complete understanding between parties
Any amendments must be in writing
Invalid provisions will not affect the rest of the agreement
Rights and remedies are cumulative and enforceable
20. Declaration

By applying for appointment, the applicant confirms that:

All information provided is accurate
They agree to comply with all Company policies
They accept full responsibility for their actions and operations