TERMS OF USAGE FOR UDIO CORPORATE PAYMENT SOLUTIONS

BY SIGNING UP THESE TERMS OR USING UDIO CORPORATE PAYMENT SOLUTIONS, THE USER ("Business Partner") EXPLICITLY ACKNOWLEDGES AND AGREES TO HAVE READ AND IS BOUND BY THE FOLLOWING TERMS OF THE UDIO CORPORATE PAYMENT SOLUTIONS, THE APPLICATION FORM, AND ANY SUCH DOCUMENTS PROVIDED BY TRANSERV FROM TIME TO TIME, AND THESE SHALL CUMULATIVELY CONSTITUTE THE SCOPE OF AGREEMENT BETWEEN THE PARTIES) (THE "AGREEMENT").

THE TERMS OF THE AGREEMENT ARE ALSO BINDING ON A UDIO CUSTOMER (AS DEFINED HEREAFTER), TO THE EXTENT APPLICABLE, ON THE USE OF ANY PAYMENTS MADE BY THE BUSINESS PARTNER TO UDIO PREPAID INSTRUMENTS HELD BY SUCH A UDIO CUSTOMER. IF THE UDIO CUSTOMER DOES NOT ACCEPT THESE TERMS, SUCH UDIO CUSTOMER CAN NOT USE PAYMENTS RECEIVED.

UDIO CORPORATE PAYMENT SOLUTIONS ARE OFFERED BY TRANSERV PRIVATE LIMITED IN ASSOCIATION WITH ITS PARTNER BANK. TRANSERV PRIVATE LIMITED IS A PRIVATE LIMITED COMPANY INCORPORATED AS PER COMPANY’S ACT 1956. THE TERMS ARE EFFECTIVE FROM THE DATE OF ACTIVATION OF THE UDIO ACCOUNT OF THE BUSINESS PARTNER.

  1. Definitions

    1. "Account" shall mean the disbursement account maintained by the Business Partner with TranServ in order to distribute funds to Beneficiaries.
    2. "Business Days" shall mean any day on which banks are open for business in India, other than Saturday, Sunday and any days declared by TranServ and/or Acquiring Institutions as a Holiday
    3. "Confidential Information" shall mean any and all written, oral or other tangible or intangible form of information, discoveries, ideas, concepts, knowhow (whether patentable or copyrightable or not), research, development, designs, drawings, blueprints, diagrams, models, samples, flow charts, data, computer programs, disks, diskettes, tapes, algorithms, software programs, marketing plans or techniques, technical, financial, or business information" trade secrets which includes but is not restricted to any portion or scientific or technical or proprietary information, design, process, procedure, formula or improvement which is not generally available to the public as delivered by either Party ("Disclosing Party" to the other Party ("Receiving Party") within the framework of this Agreement or resulting therefrom. Provided that confidential information disclosed orally or those produced by electronic media or through any other intangible means shall be deemed confidential if it is identified as being confidential if it is reduced in writing within (30) thirty days of the date of disclosure. such writing shall specify the date, time, place, persons involved and the substance of the confidential information so disclosed.
    4. "Beneficiary" or "Udio Customer" shall mean an individual who is directly related to the Business Partner in some ways such as employment, contractual staff, vendors, channel partners, consumers etc. and the Business Partner intends to disburse funds.
    5. "Disbursement Instruction" shall mean the request or intimation received by TranServ from the Business Partner to transfer a specified amount of funds into a Udio PPI held by the Beneficiary.
    6. "Inactive Account" shall mean a Business Partner’s Account which has not availed of Udio Disbursement Services to distribute any amount for 3 (Three) consecutive months
    7. "Partner Bank" shall mean RBL Bank or any other bank or financial institution with whom TranServ has an arrangement to issue a co-branded prepaid card or co-branded prepaid instruments.
    8. "RBI" shall mean the Reserve Bank of India
    9. "Udio Cash" shall mean reloadable funds which can be used for all types of transactions permitted as per the prevailing regulatory guidelines.
    10. "Udio Card" shall mean a prepaid card, in a digital or a physical format and issued by the Partner Bank or TranServ or any such authorised Issuing entity
    11. "Udio Corporate Payment Solutions (Services)" shall mean the facility available to the Business Partner to distribute payments in digital format to an individual holding a valid prepaid instrument operated or supported by TranServ. This also covers TranServ’s technology and aggregation platform that enables the Business Partner to avail the benefit of certain third-party services.
    12. "Udio Prepaid Instruments" or "Udio PPIs" will constitute Udio Wallet, Udio Vouchers, Udio Card or any such payment instruments offered by TranServ from time to time
    13. "Udio Voucher" or "Voucher" shall mean a reloadable balance or a non-reloadable digital prepaid instrument for specific purpose of use which has a specified validity. Such vouchers may be issued in various types including but not limited to Meal Vouchers, Fuel Vouchers, Medical Vouchers, Recharge Vouchers, Udio Treats wherein usage of each of the vouchers is restricted for certain merchants and / or categories. Such Vouchers carry an expiry date and should be consumed before the expiry date mentioned on each Voucher. Any Udio Vouchers which is not utilised within the validity period, will stand forfeited at the sole discretion of the Issuing entity of the Prepaid Payment Instruments.
    14. "Udio Systems" shall mean the technology platform which enables the Business Partner to distribute funds digitally to Beneficiaries holding valid Udio PPIs
    15. "Udio Wallet" shall mean a prepaid payment instrument operated by TranServ in accordance with the prevailing RBI guidelines for Issuance and Operations of Prepaid Payment Instruments. Such Udio Wallets are issued either by TranServ or by a Partner Bank with whom TranServ has an arrangement to issue such Prepaid Payment Instruments. Such Udio Wallets can hold balances in the form of Udio Cash or Udio Vouchers.
  2. Scope of Service

  3. The Business Partner desires to disburse funds digitally or for the purpose of distribution to individuals who are directly related in some ways such as employees, contract staff, vendors, channel partners, consumers etc.

    Through the use of Udio Corporate Payment Solutions, TranServ enables the Business Partner to distribute funds to Beneficiaries holding valid Udio Prepaid Instruments. Such funds can be distributed in the form of Udio Cash or Udio Vouchers. Udio Vouchers are used for disbursement of funds wherein the Business Partner wishes to restrict usage for specific purposes such as Meals, Medical expenses, Official Reimbursements, Fuel Purchase or any such facilities offered by TranServ.

    Business Partner shall transfer funds to TranServ’s designated bank account equal to the amount it wants to disburse. Post transfer of funds, the Business Partner shall submit a request via TranServ platform mentioning the UTR number and /or other relevant details required to identify the transaction. The credit equivalent to the amount transferred shall be processed within 2(two) working days of raising the request. The Business Partner can raise the request within 7 (seven) days of realising the funds. Any requests raised after 7 (seven) days shall be processed only after conducting necessary verification process. Any funds unclaimed for more than 3 (three months) shall lapse and the Business Partner will not have any claim on the same.

    The funds transferred to the Customer shall reflect in Customer’s Udio PPI subject to the status of registration and applicable guidelines. In case the disbursement of funds to Beneficiaries’ Udio PPI fails due to absence of valid Udio PPI and/or not meeting any applicable guidelines, such transactions shall be considered as failed and funds equivalent to such transactions shall be credited backed to the Business Partner’s account.

  4. Business Partner Account:

    1. The Business Partner is required to register and maintain a User Access ID and password with TranServ ("Account").
    2. The User Access ID and the credentials to access the Account shall be issued in favour of the individual who completes the online registration process. The authorised person assigned on behalf of the Business Partner shall require to provide all documents as required by TranServ.
    3. The Business Partner shall be fully responsible for maintaining the confidentiality and security of the Account, and TranServ shall have no liability for any loss or damage caused for any failure by the Business Partner to maintain confidentiality or security.
    4. In the event the Business Partner account remains Inactive for more than 3 (Three) months ("Inactivity Period") the Business Partner acknowledges and agrees that the its Udio Account shall be blocked temporarily for security reasons. The Business Partner, after completing the necessary due diligence process, can either request for reactivation of its Udio Account or request for refund back into Business Partner’s bank account. In case of non-receipt of any request within 30 (Thirty) days after Inactivity Period, the Business Partner acknowledges that its Udio Account will be closed and balances, if any, shall lapse.
    5. The Business Partner shall be levied a quarterly inactivity fee of Rs. 10,000/- plus applicable taxes per quarter. The inactivity fee shall be applicable if the disbursements of the previous quarter is less than 3 (Three) lacs. The inactivity fee, shall survive Inactivity of Business Partner Account and hence Business Partner shall be liable to make such payment to TranServ.
  5. Obligations/Responsibilities of Parties

    1. Both parties represent and warrant that:
      1. it is an entity duly constituted and validly existing under Indian law;
      2. it holds necessary licenses, approvals and consents as may be required for the conduct of its business and such licenses, approvals and consents are valid and subsisting;
      3. it has, in terms of applicable law and its constitution documents, capacity to enter into and perform this Agreement and it has taken all actions required for its entering into this Agreement; and
      4. neither making nor performance of this Agreement will violate any law or conflict with or result in the breach or constitute a default or require any consent under any decree, order, judgment, indenture or agreement.
      5. it is not engaged in any business that facilitates money laundering or the funding of terrorist or criminal activities
    2. Obligations/Responsibilities of TranServ:
      1. TranServ shall be responsible for the accuracy, correctness, integration, completeness and soundness of all the services related to issuance and operations of Udio PPIs.
      2. TranServ may share some or all information provided by the Business Partner with regulators, Government Agency, Partner bank, or any other third parties as may be necessary, for the purpose of issuance and operations of Services by TranServ to the Business Partner.
      3. The Services provided by TranServ will be available to the users via the Udio PPI. The terms & conditions governing Udio PPI or any such products are placed on the website/ mobile application and shall be applicable to all the customers who have registered for Udio PPI under the scope of this Agreement.
      4. TranServ, at its sole discretion, reserves the right to block the Udio PPI of any Beneficiary in case TranServ suspects and / or identifies such a Beneficiary or the Udio PPI involved in unlawful, unregulated or prohibited activities or transactions. TranServ further reserves the sole right to conduct due diligence to its own satisfaction to take a decision on unblocking such a Udio PPI.
      5. TranServ will perform its obligations hereunder in a professional and in accordance with (i) the highest applicable industry standards; and (ii) any and all applicable laws and ordinances, and regulations of any authority having jurisdiction over such matters
      6. TranServ shall endeavour to provide the necessary assistance (technical/ operational) or resolve complaints/queries during business hours and business days.
      7. TranServ hereby represents, warrants and guarantees that the Udio PPI, the Services and Udio’s systems will, at all times, be equipped with adequate security measures or be compliant with other procedures, services, including, without limitation, any warranties on merchantability, satisfactory quality and/or fitness for the purposes of this Agreement.
      8. The Udio PPI and the Services do not violate or infringe upon the intellectual property rights of any third party and will not result in the violation of any applicable laws or other applicable regulations.
    3. Obligations/Responsibilities of Business Partner:
    4. The Business Partner hereby declares, assures, undertakes and covenants that it will act in compliance with and shall at all times act in compliance with all laws, rules and regulations and shall at all times comply with the guidelines provided by TranServ from time to time in order to comply with the prevailing regulations of the Reserve bank of India ("RBI"), Card Networks or any such regulatory entities, as may be applicable. The Business Partner shall not carry out any activity which constitutes a violation of any law or regulation which may cause TranServ to be subject to investigation, prosecution or legal action.

      The Business Partner hereby agrees and undertakes that:

      1. It shall communicate Beneficiaries of the Udio PPI eligibility criteria, its terms of usage, schedule for distribution of funds and any other relevant information as provided by TranServ from time to time.
      2. It will facilitate enrolment of Beneficiaries for Udio PPI and collection of any relevant information including KYC documentation as required by TranServ from time to time.
      3. Prior to distributing any funds or Vouchers, it must verify the identity of each Beneficiary through their name, mobile number, and email addresses and must maintain such records so that this can be provided to RBI or other regulatory authorities, if required;
      4. It shall notify Beneficiaries the terms of usage of funds disbursed through Udio PPI including but not limited to usage restrictions, validity and expiry of funds and shall ensure that Beneficiaries have read, understood, and accepted such terms by accepting and using any such funds. TranServ will not be responsible for managing any disputes or complaints by Beneficiaries relating to the decisions made by the Business Partner in terms of amount of funds disbursed, usage restrictions, expiry of funds or any such parameters.
      5. It shall not use or allow any Beneficiary to use funds disbursed for any purpose that is contrary to any applicable law, regulation, guideline, judicial dicta, Udio privacy policy or public policy or for any purpose that might negatively prejudice the goodwill of TranServ or its Partner Bank. The Business Partner shall, without delay, report any misuse of Udio PPI by any Beneficiary to TranServ. The Business Partner further agrees that it will not grant any additional funds to such Beneficiary through Udio PPI.
      6. The Business Partner shall inform TranServ about change in the Beneficiary’s details previously provided to TranServ, if any, in writing along with such proof as may be necessary;
      7. Business Partner acknowledges that it has requisite authorisation from the Beneficiary to share information with TranServ on behalf of the Beneficiary. Business Partner hereby agrees to indemnify TranServ and keep TranServ indemnified against all actions, proceedings, all actual and direct claims, liabilities (including statutory liabilities), penalties, demands and costs, awards, damages, losses and / or expenses arising directly as a result of any disputes arising out of such a disclosure.
      8. Business Partner acknowledges that TranServ operates services in accordance with the guidelines governing PPI and TranServ does not provide any credit or similar facilities to the Business Partner.
      9. Business Partner shall be solely responsible for providing the accurate instruction in terms of User details and corresponding amounts to enable Udio services of crediting amounts into the respective user’s Udio wallets.
      10. Business Partner acknowledges that funds once disbursed into respective Udio PPIs belong to the user and usage of the same is strictly governed by the terms and conditions of Udio Wallet. Business Partner will not have any right on the unutilised amounts, if any;
      11. The amounts once disbursed shall not be reversed upon instruction from the Business Partner without specific consent from the Beneficiary. The Business Partner will be responsible for obtaining such any such consent from the Beneficiary as per the guidance provided by TranServ from time to time.
      12. The Business Partner undertakes that the business category disclosed to TranServ for availing the Udio services is correct. In the event of any change in the business of the Business Partner, the Business Partner agrees to notify TranServ and the provision of Udio Services is subject to approval from TranServ.
      13. The Business Partner acknowledges that TranServ has the right and hence shall ask the individuals introduced by the Business Partner to register for Udio PPI and/or any other payment products. Such customers will be governed by the terms of service issued by TranServ from time to time.

      Non-adherence to the aforesaid clause shall be considered as material breach by the Business Partner.

  6. Confidentiality

    1. Each Party agrees to protect the confidential information of the other with the same standard of care and procedures used by each to protect its own proprietary information.
    2. Each Party acknowledges that in the course of performing its obligations under this Agreement, such Party and/or its employees/agents shall be exposed to or acquire Confidential Information of the other Party. Each Party shall at all times, maintain confidentiality regarding the other Party’s Confidential Information and shall not disclose the Confidential Information to any third party. Each Party shall also ensure that its employees/agents shall also maintain confidentiality of the information and not disclose the Confidential Information to any third party.
    3. Each Party hereby acknowledges that the other Party’s Confidential Information (in whatsoever form) provided or accessed shall be and remain the property of such other Party and neither Party shall acquire by implication or otherwise, any right in or title to or licence in respect of the other Party’s Confidential Information.
    4. During the Term of this Agreement and for a period of 2(two) years thereafter, each Party shall hold the other Party’s Confidential Information and the data and details of this Agreement confidential and, unless required by law, shall not disclose the other Party’s Confidential Information and agrees to use the other Party’s Confidential Information only for the purpose of performing its obligations under this Agreement.
    5. Individuals and employees assigned by either Party to facilitate services under this Agreement must sign confidentiality and non-disclosure agreements for protecting the Confidential Information.
    6. All Confidential Information disclosed hereunder shall remain the property of the disclosing Party and, upon termination or expiration of this Agreement, shall be returned or destroyed by the receiving Party upon the disclosing Party’s written request. For any Confidential Information which is required to be stored pursuant to any applicable law the Parties shall protect such Confidential Information for the time duration so required under the same restrictions imposed as if this Agreement were still in force and effect.
    7. In event of a breach or threatened breach by either Party of this section, monetary damages may not be an adequate remedy; therefore, each Party shall be entitled to injunctive relief to restrain other party from any such breach, threatened or actual. This obligation of the other party under this section shall remain in the force even after termination or expiration of this Agreement.
    8. In the event correspondent Party is directed by court, regulatory, statutory or other authorities to disclose Confidential Information, such Party shall immediately notify the other Party in writing giving sufficient details of the court order or regulatory or statutory or similar process, in order to enable such other Party to make application for an appropriate protective order. Such notice shall be accompanied by a copy of such order/request also.
    9. Each Party shall ensure the preservation and protection of the security and confidentiality of customer information in their respective custody or possession
  7. Indemnity

    1. Each Party hereby undertakes and agrees to indemnify and hold harmless the Other Party from and against all actions, proceedings, all actual and direct claims, liabilities (including statutory liabilities), penalties, demands and costs, awards, damages, losses and / or expenses arising directly as a result of:
    2. any breach or non-performance by Party of any of its undertakings, warranties, covenants, declarations or obligations under this Agreement; or
    3. any claim or proceeding brought by the Beneficiary or any other person against either Party in respect of any goods/ services offered by such Party, limited upto the value of the goods/ services in question.or
    4. any act, neglect or default of its agents, employees
    5. Notwithstanding anything contained under this Agreement, the aggregate liability of TranServ shall not be more than the net revenue earned by TranServ under this Agreement.
  8. Term/Termination:

    1. This Agreement shall be in force until terminated by either party. Parties to this Agreement may terminate this Agreement without cause at any time by service of a 30 (Thirty) days’ notice in writing to the other Party.
    2. Conditions for forthwith termination:
    3. Without prejudice to any other provision for termination in this Agreement, either party shall be entitled to terminate this Agreement forthwith, by notice in writing to the other party upon the occurrence of any of the following events:

      1. material breach by the Business Partner. In the event of material breach, the Business Partner Account shall be blocked and balances, if any, shall lapse
      2. if the Party engages in fraud or other illegal or unethical activities, or in any activities which could adversely affect the reputation of TranServ;
      3. if the Party enters liquidation whether compulsory or voluntary (save for the purpose of amalgamation or reconstruction) or makes an assignment for the benefit of or compounds with its creditors or has a manager or receiver appointed in respect of all or any part of its business or a petition for winding-up or judicial management is presented against it or ceases to carry on any part of its business or threatens to do any of these things;
      4. if the Party or any of their respective directors, officers, stockholders, employees or agents are made the subject of a criminal or civil action or investigation or are threatened by such action by any reason whatsoever.
    4. Effects of Termination
      1. Parties shall stop using other party’s name in the communication,
      2. Customers of Udio PPI will have the right to continue usage of Udio PPI as per the terms of usage of TranServ
      3. Business Partner Account with TranServ shall be closed and In case of any unutilized funds which has not been disbursed, Business Partner shall within 30 (Thirty) days of termination, request TranServ to transfer such balance. Failure to request shall lead to balance lapse.
  9. Fees and Charges

  10. In consideration of the Services provided by TranServ, the Business Partner agrees to pay to TranServ the fees, charges and / or other sums as stipulated in the commercial terms agreed between the Business Partner and Transerv, in accordance with the respective plan chosen by the Business Partner as specified in Schedule I and in these Terms of usage.

  11. Business Review

    1. TranServ may, from time to time during the term, make or carry out business reviews of the Business Partner arrangement and/or the transactions carried out by the Business Partner, which shall be subjected to the following conditions:
      1. verify that the Business Partner is properly constituted and operate a bona fide business; and/or
      2. provide any other information/ document that TranServ (acting reasonably) may require in the context of its exposure under this Agreement and/or the agreements with the Banks or Card Associations or regulators, and you shall provide all reasonable assistance and information, including but not limited to updation of financials, with respect to such Assessments
    2. If, at any time after TranServ has made or carried out a Risk Assessment or it has been notified of an issue, TranServ may determine (acting reasonably) that the Business Partner or circumstances relating to the Business Partner represent a material credit risk or potentially increase our exposure under this Agreement, TranServ may:
      1. terminate this Agreement with immediate effect;
      2. If, at any time, TranServ discover that a fraud has been committed by the Business Partner; or the Business Partner have in connivance with any other person done any fraud or assisted in the same; or any transaction has been fraudulently initiated, TranServ may report the same to any governmental and/or law enforcement authorities
  12. Specific Term

  13. In the event TranServ and the Business Partner mutually agree on certain specific terms vide a separate contractual agreement, such terms will be read in conjunction with this Agreement and the consolidated terms are binding on both the Parties. All provisions of this Agreement which are not in conflict with any provision of this Terms and Conditions shall be deemed to be incorporated herein as if specifically, repeated. If case of any conflict between the provisions of this Agreement and the separate contractual agreement, the provisions of the separate contractual agreement will have the overriding effect over the conflicted provision in the Agreement.

  14. Force Majeure

  15. Notwithstanding anything to the contrary in this Agreement, neither Party shall be liable for failure to perform its obligations under this Agreement to the extent such failure is due to causes beyond its reasonable control ("Force Majeure"). In the event of the occurrence of Force Majeure, the Party unable to perform shall notify the other Party in writing of the events constituting Force Majeure and the performance obligations of the Parties will be extended by a period of time equal to the length of the delay caused by the Force Majeure; provided that if any such delay exceeds 90 (Ninety) days, then following such 90 (Ninety) day period, either Party hereto may terminate the unperformed portions of this Agreement on 10 (Ten) days prior written notice to the other Party.

  16. Notice

  17. Any notice under this Agreement shall be in writing signed and dated by or on behalf of the Party giving it. Such notice shall deem to have been sufficiently given if written acknowledgement of receipt is given by the Party or is sent by registered post to the address of the other Party appearing herein or communicated at the time of the registration to Udio Account or to the registered office address of the Party.

  18. Maintenance of Service

  19. TranServ may, from time to time upgrade, modify, alter or perform maintenance services on TranServ’s technological platform. TranServ shall endeavour to ensure that the Services continue to be operational and available and in the event unable shall endeavour to ensure that the same is available for utilisation as soon as may be possible.

  20. No Waiver

  21. The failure of either party to insist in any instance upon the strict keeping, observance or performance of any provision of this agreement or to exercise any election in this agreement shall not be construed as a waiver or relinquishment for the future of such provision, but the same shall continue and remain in full force and effect. No waiver or modification by either party of any provision of this agreement shall be deemed to have been made unless expressed in writing and signed by the party to be charged.

  22. Assignment

  23. This Agreement, or any right or interest herein, shall not be assignable or transferable by any Party except with the prior written consent of the other Parties. provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or to an affiliate

  24. Limited Liability

  25. Disbursement of funds against unlawful, un-regulated or prohibited activities or any disbursements which may be deemed to result in money laundering, combating finance for terrorism (CFT) etc. will make the Business Partner solely & unconditionally liable for the implications. Business Partner hereby indemnifies TranServ from any losses, fines or any other penalties arising out of the same. Notwithstanding anything contained under this Agreement, the aggregate liability of TranServ shall not be more than the Fees earned by TranServ under this arrangement.

  26. Warranty/ Undertaking

  27. TranServ shall use its best endeavours to ensure that the Services are provided uninterrupted, free from errors and free of virus.

    The Business Partner agrees TranServ shall not be held liable in the event of a loss attributable to other aspects of the environment which are out of control of TranServ and not directly attributable to TranServ.

  28. No Consequential Damages

  29. Without prejudice to any other provisions of this Agreement, TranServ shall not be liable to Business Partner for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with the Services, including without limitation any: interruption or stoppage to the Beneficiary’s access to and / or use of TranServ’ site and services and the Payment and delivery mechanism; any consequential loss or damage or loss of profit, business, revenue, goodwill or anticipated savings.

  30. Amendments

  31. TranServ shall at its discretion may modify/amend/add any of the terms and conditions from time to time with respect to Udio Corporate Payment Solutions Agreement, Application Form and the Terms of usage. The Business Partner and Users shall be bound in all respects with the amended Terms and Conditions and any such updations communicated by TranServ to the Business Partner and Beneficiaries. All such amendments shall always be deemed to be an integral part of this agreement. Such updated Terms and Conditions will be displayed on TranServ’s website and a communication will be sent to the Business Partner and Beneficiaries, wherever relevant, to the contact details mentioned by the Business Partner during the registration process. Such amendments will be deemed to be accepted by the Business Partner on it continuing to avail of Services.

  32. Intellectual Property Rights

  33. Intellectual Property Rights means all rights and interests, vested in or arising out of any Intellectual Property, created and / or owned by TranServ/Partner Bank, which includes images of mobile application and/or Udio Cards (without limitation) rights and interests in inventions, patents, copyrights, designs, trademarks, trade-names, technology, business names, logos, commercial symbols, processes, developments, licenses, trade secrets, goodwill, specifications, patterns, drawings, computer software, formulae, technical information, research data, concepts, methods, procedures, designs, Confidential Information and any other knowledge of any nature whatsoever throughout the world, and including all applications for patents, copyrights, trademarks, trade names, rights to apply and any amendments/modifications, renewals thereto and all other intellectual property rights relating thereto.

    Nothing contained herein shall at any time during the continuation of this Agreement or after the expiry or earlier determination thereof give or be deemed to give or confer upon the Business Partner, any right, title or interest or claim in or to the Intellectual Property Rights belonging to TranServ and shall continue to vest solely and absolutely in favour of TranServ. No licenses or rights (including licenses or rights under patents) are granted either directly, by implication, or otherwise under this Agreement.

    In the event of a breach or threatened breach by the Business Partner of the aforesaid clause, TranServ, shall be entitled to injunctive relief in addition to monetary damages. Such a breach shall be considered as material breach.

  34. Reservation of Rights

  35. Independent Business Operations

    1. The Parties acknowledge that, notwithstanding anything to the contrary contained in this Agreement, each Party shall continue their business operations independent of each other.
    2. TranServ shall, at all times, be free to continue offering Udio Wallets and/or other payment products to any third party, including other companies, banks, individuals, and merchants, irrespective of such third party’s relationship with the Business Partner.
    3. TranServ shall continue to implement marketing and engagement programs for its customers and prospective customers, independent of this Agreement, and, any benefit under such marketing or engagement program shall also be available to the Beneficiaries.
  36. Customer Communication

  37. The Business Partner shall be solely responsible for accuracy and relevance of any communication sent to Beneficiaries, via sms, email or any other medium, using its own platform or any instructions given for registration of Udio PPI, disbursement of funds, restriction on usage of funds or forfeiture of funds through Udio System. It shall be Business Partner’s responsibility to verify the accuracy of the Beneficiary’s contact details and to ensure that it has due authorisation to contact Beneficiaries. The Business Partner will be solely liable and responsible for any complaints registered by customer or any other person in this regard.

  38. Marketing and Use of Brand / Logo

  39. The Business Partner agrees and acknowledges that it shall not use the Brand and / or Logo of TranServ or its Partner Bank or any of the images associated with Udio PPI in its communication without taking prior approval of TranServ. All its communication with Beneficiaries should be made in accordance with the guidelines provided by TranServ from time to time.

  40. Sub-licencing

  41. The Business Partner acknowledges that, the services provided to the Business Partner shall not be sub-licensed to any third party. In case the Business Partner is found at fault the services shall be terminated immediately and a fine of Rs. 10,00,000 (Rupees Ten Lacs Only) shall be levied

  42. Right to Audit

  43. In case of any regulatory requirements, TranServ shall have the right, at reasonable times and on reasonable notice (but in no event on less than two (2) week notice), to audit the books and records of Business Partner as these records pertain to the performance of services under the Agreement. Audits may be performed by the employees, independent accounting firms, and other designated representatives of TranServ.

  44. Prohibited activities

  45. The Business Partner acknowledges that it shall not carry out the prohibited activities mentioned in http://shmart.in/contraband.html

  46. Arbitration & Governing Law:

  47. All disputes arising out of or in connection with this Agreement, during its subsistence and after its termination in any manner whatsoever, including the validity of this Agreement shall be decided by arbitration in accordance with the provisions contained in the Arbitration and Conciliation Act, 1996. Proceedings of such Arbitration shall be held at Mumbai and shall be conducted in English language. This Agreement shall be governed by and construed in accordance with the laws of India and shall be subject to the competent courts at Mumbai alone

  48. Miscellaneous

  49. The terms and conditions and understanding mentioned in this Agreement shall be binding on both the Parties and their respective successors and permitted assigns. This Agreement is on principal-to-principal basis and nothing contained herein shall be deemed as any partnership or any agency between the Parties hereto. Neither Party is, nor shall be deemed to be, an agent of the other. The failure of either Party to enforce at any time the provisions hereof shall not be construed to be a waiver of such provisions nor a waiver of such duty or obligation; nor shall it be construed as stopping such Party from taking any action or exercising any remedy permitted in this Agreement or under law upon the subsequent occurrence of any similar or identical failure or breach, or upon the failure of the other Party to subsequently cure such breach. Should any provision of this Agreement be determined to be unenforceable or invalid, or any transaction contemplated hereby determined to be unlawful by a court of competent jurisdiction, arbitrator or competent government body for any reason, all other provisions shall continue (except if this Agreement stands terminated) in full force and effect


Schedule I – Fees and Charges on Udio PPI (Applicable w.e.f. 20th January 2018)

Sr No. Description Fee
1. Set up Fees (one time) NIL
2. Card Procurement Charges Rs. 99 per Card (one-time Card Charges)
3. Card Annual Fees (2nd year onwards) Rs. 50 per Card
4. Loading funds NIL
5. ATM Access Fee* Rs. 20 + GST per transaction

*To be paid by the Business Partner unless specifically agreed otherwise

  • Note:
    1. GST will be payable on above fees unless mentioned otherwise
    2. Subscription Fees will be applicable at the beginning of every quarter.
    3. TranServ reserves the rights to amend fees and charges at its sole discretion.