This Agreement (“Agreement”) is made at New Delhi, by and between:

Pine Labs Private Limited, a company duly incorporated under the Companies Act 1956 having its registered office at 207, Gupta Arcade, L.S.C. Plot No. 5, Mayur Vihar Phase-I Extension, New Delhi-110091 (hereinafter referred to as “Pine Labs”, which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors and permitted assigns) of the First Part;

AND

The Merchant whose details are specified in the Purchase Order (hereinafter referred to as “MERCHANT”, which expression shall mean and include its authorized representatives and permitted assigns) of the Other Part.

“Pine Labs” and “MERCHANT” together and collectively for the purpose of this Agreement shall be referred to as “Parties” and individually as “Party”.

WHEREAS

1. Pine Labs is engaged in the business of providing technology solutions which inter alia include technology and software solutions, gift card and pre-paid, petro automation, credit card and cash payment including payment via Fave App which is a UPI based mode of payment;
2. MERCHANT is engaged in the business of operating its retailing business relating to various products and services in India;
   

MERCHANT wishes to avail services from Pine Labs in order to receive payment through Fave App (as defined hereinafter) for Goods and services purchased by its customers at the Merchant Outlets.

DEFINITIONS

In this Agreement, except where the context otherwise requires, capitalized words and expressions shall have the meanings set out in that section and the following words and expressions shall have the following meanings:

1. “Approved QR Code” shall mean the QR codes which have been approved by the Merchants for processing and redeeming such cashbacks as available to the Customers;
2. "Customer" means user who transacts using Fave app to purchase Goods & Services at Merchant Outlets;
3. “Direct debit mandate” shall mean the instruction of or mandate set up through E-Mandate/ E-NACH/ NACH/cheque or any other instrument by whatever name called by the Merchant, in favour of the account of Pine Labs Pvt. Ltd. and   as per Frequency and amount as stated in the direct debit mandate form as provided by Pine Labs;
4. “Direct debit mandate form” shall mean the direct debit form issued and varied by Pine Labs or our payment and collection agent, in our absolute discretion, from time to time setting out your consent to Direct debits, and those procedures and operating instructions you and Pine Labs will follow in connection with debiting your account in accordance with this Agreement;
5. “Fave App” is an app that allows Customers to pay via UPI and earn Merchant cashbacks. It enables Merchants to issue cashbacks, instant discounts, gift cards etc. to their Customers.
6. “Start Date” shall mean the effective date of the Direct debit mandate form which it starts to run on the account of the MERCHANT;
7. “Due Date” shall mean the date on which the Direct debit mandate shall be processed by Pine Labs;
8. “Frequency” shall mean the pre-determined periodicity on monthly or other basis as communicated by the Pine Labs to MERCHANT in respect of the Direct debit Mandate;
9. “Goods and services” shall mean any product, service or commodity for retail sale at the Merchant Outlet, but shall not in any event include any goods or services as available on https://www.pinelabs.com/terms-of-use;
10. “Merchant Outlets” shall mean various brand shops, dealers and multi-brand outlets where Goods and services are sold to Customer;
11. “Purchase Order” shall mean the purchase order exchanged between the Merchant and Pine Labs for providing the Services under this Agreement;
12. “Services” shall mean but not be limited to payment/cashback service through Fave App and such other value added services, as provided to the Merchant now or in the future by Pine Labs via e-mail or any other mutually accepted mode of communication;

NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:

1. TERM

The term of this Agreement shall be valid unless terminated in accordance with the provisions agreed herein.

2. SCOPE OF THE AGREEMENT

The Parties acknowledge that MERCHANT is desirous of rewarding merchant cashback to the Customers using Fave app to pay for the Goods and services sold at the Merchant Outlets. These rewards are in the form of cashbacks, terms for cashback offers will be as agreed between Parties via the Purchase Order.

Pine Labs may from time to time, provide additional offers on transaction made using Fave app (including but not limited to vouchers or cashback or instant discount).

3. OBLIGATIONS OF MERCHANT

3.1 It is agreed that MERCHANT’s obligations under this Agreement, shall include but are not be limited to the following:

i) To abide by the terms of this Agreement and the relevant Purchase Order issued by Pine Labs;

ii) Merchant is solely responsible for providing the Merchant Goods and services including but not limited to, the supply or delivery of the Goods and services, Customer service, after-sales-service and return management.

iii) Merchant is solely responsible for engaging with banks/payment service providers to enable an Approved QR Code which will allow Customers to make payments using Fave App. The settlement, chargeback etc. will be the responsibility of the banks/payment service providers providing the Approved QR Code and Pine Labs shall have no role or liability towards the same. Merchant is responsible for registering / deregistering the Approved QR code on Fave App or via Relationship Manager/s – cashback will be processed on the Approved QRs only.

iv) Merchant acknowledges and provides its express consent to Pine Labs to collect, share or transfer certain personal sensitive information strictly in accordance with the applicable law and for the sole purpose of providing Services under the Agreement. Merchant shall ensure that wherever applicable for the purpose of the Agreement, it shall procure similar consent from its Customers prior to sharing the Customer’s personal information with Pine Labs.

v) Merchant also acknowledges and agrees that:

(a) from time to time, Pine Labs will be running certain bonus and incentive programs for Merchant’s in-store employees and staff under which bonus/incentive amounts will be transferred directly to Merchant’s staff members, as per terms of such programs;

(b) it shall have no objection to such programs; and

(c) it shall ensure that its employees and staff members utilize such transferred amount only for the purposes allowed under applicable laws.

4. OBLIGATIONS OF PINE LABS

Subject to the terms in this Agreement, Pine Labs agrees to:

a. Provide MERCHANT with access to standardized reports regarding transactions, Cashback & Customers using the Fave app and as per applicable law;

b. Provision of any additional service, over and above the Services rendered by Pine Labs under this Agreement shall be mutually discussed and agreed in writing by the Parties.

c. Pine Labs collects cashback from MERCHANT as a pass through for forwarding it to Customer’s banks (“Issuer Bank(s)”) on an as is basis. MERCHANT further agrees that Pine Labs will have no control or role over the invoicing or treatment of such cashback amount by Issuer Bank.

d. Any such cashback Pine Labs is unable to transfer to Issuer Bank(s) will be transferred back to the Merchant.

5. CONSIDERATION AND PAYMENT TERMS

a) Pine Labs shall be entitled to payment of fee and to collection of cashback amount as per terms set out in the Purchase Order (“Fees”)/(“Cashback Collection”).

b) Pine Labs has the below payment options available for the Merchant to make payment of the Fees & Cashback Collection. The option applicable to a Merchant will be as agreed via the Purchase Order:

1. Deduct from Payout – In the event a Merchant has enabled Pine Labs QR as an Approved QR Code at the Merchant Outlet to receive payments from Customers, Merchant agrees  and allows Pine Labs to deduct from the payment obtained under PL QR the Fees, Cashback Collection, any other charges/taxes payable for the Services provided by Pine Labs under this Agreement and thereafter remit the balance to the Merchant.  The Merchant agrees to comply with the terms applicable for aggregator settlement as provided by Pine Labs.
2. Direct Debit – Fees and Cashback Collection will be debited via the Direct Debit Mandate provided by the Merchant in favour of Pine Labs.
3. NEFT transfer - Merchant will transfer the Fees and Cashback Collection amount into the Pine Labs bank account as detailed in the Purchase Order.

c) Any payment made by Pine Labs to the Merchant shall be without prejudice to any claims or rights which Pine Labs may have against the Merchant.

d) Default Interest: If any of the Fees, Cashback Collection,  or other sums payable under this Agreement shall not be paid when due, the Merchant shall pay to Pine labs interest on them calculated on a daily basis and compounded quarterly from the due date until payment at the rate of 2% per month.

e) Timely payments of invoices raised by Pine Labs is a pre-condition to ensure continuity of Services. All fee and charges are due and payable by Merchant in full within thirty (30) days from the invoice date or as otherwise stated anywhere in the Agreement.

f) Bounce charges of Rs 500 per instance would be charged if applicable.

g) Deactivation notice of minimum 60 days to be given by Merchant to Pine labs.

GST and Invoices

a) Pine Labs shall account for the amount of GST for which it is liable, under the laws applicable to this Agreement. The Merchant shall account for the amount of GST for which it is liable, under the laws applicable to this Agreement. If applicable GST laws change such that Pine Labs becomes liable to account for GST which was previously liable to be accounted for (or was scheduled to be so liable to be accounted for by) to the Merchant, the Merchant agrees that Pine Labs may unilaterally vary the financial provisions of this Agreement to produce the result which would have been achieved had the change in GST laws not occurred.

b) Pine Labs shall send an invoice, where applicable to the Merchant on its Fee in compliance with applicable law.

c) In case Pine Labs does not receive GST details with the Purchase Order, it will be assumed that Merchant is not registered under GST and Pine Labs will raise an invoice accordingly. For the details received at a later date impact will be taken from the next billing cycle only.

d) Any addition/ modification in the aforesaid list of GSTINs, can by made by way of an addendum or written communication to Pine Labs, however, the addition/ modification in GSTINs will be applicable prospectively. Therefore, any invoice issued prior to addition/ modification shall not be amended to capture the new/modified GSTINs

e) The Merchant shall provide Customer with an invoice in compliance with applicable law.

f) For determining the GST liability to be charged from Merchant on Pine Labs invoice, the State in which Pine Labs services are consumed is of prime importance, in case no GST registration details are provided to Pine Labs for such state, Pine Labs will raise invoices as per the GST details provided by Merchant.

g) Pine Labs is rendering all our services from Noida, so the place of invoicing will be from Noida, Uttar Pradesh (U.P.) and thus GST Liability (IGST, CGST/SGST, UTGST) will be decided from U.P, India.

h) Merchant are advised to verify the correctness of invoice with regard to amount charged to them and GSTIN detail printed on invoice. In case of any correction Merchant has to inform at plutus.support@pinelabs.com with in 15days from the date of invoice

i) Merchant shall be responsible to reconcile the details as stated on the invoice raised by Pine Labs with the details appearing in auto-populated GSTR 2A of on the GSTN portal. In case of any mismatch, Merchant should communicate such mismatch to Pine Labs within one months from the date of invoice. In the absence of such communication, Pine Labs shall not be held responsible or liable to compensate for the credit loss or any interest or penalty or any other cost payable, by the Merchant, on account of such mismatch.

6. SET OFF

Pine Labs may at any time with notice set off and apply any or all sums due and payable to Pine Labs by Merchant under this Agreement, or under some other agreement, and/or any or all sums of money held in accounts with Pine Labs under this Agreement or any other agreement, or any security deposit or direct debit mandate (as provided by Merchant) against:

a. any or all actual sums due and payable by Merchant  to Pine Labs under this Agreement; and/or

b. the amount of any liability incurred by Merchant to Pine Labs under this Agreement.

Merchant agrees to provide reasonable support and execute required documents for set-off such amount by Pine Labs.

7. CONFIDENTIALITY

7.1  Each Party will, at all times, maintain confidentiality regarding the contents of this Agreement and any information that it receives, in any manner or form whatsoever, from the other Party (“Disclosing Party”), including business, technical or financial information, and any other material information that would be understood by the receiving Party, exercising reasonable business judgment, to be confidential.

7.2  For the purposes of this Agreement, "Confidential Information" includes all information designated as “confidential” or “proprietary” or which a party should reasonably know to treat as confidential relating to the trade secrets, operations, processes, plans, intentions, product information, know-how, desigs, market opportunities, transactions, affairs and/or business of any Party actually disclosed or provided to the other Party.

7.3  For purposes of this Agreement, the term “Confidential Information” shall not include (i) information already known or independently developed by the recipient without the use of any confidential and proprietary information, or (ii) information known to the public through no wrongful act of the recipient.

7.4  This clause shall continue in force despite the expiry or termination of the Agreement, whatever the reason for termination.

8. INDEMNITY AND LIMITATION OF LIABILITY

8.1  Parties agrees to indemnify, defend and hold harmless each other’s, affiliates, directors, officers, employees and agents (collectively, the “Indemnified Persons”), from and against any and all claims, actions, suits, proceedings, costs, damages, amounts paid in settlement and expenses (including without limitation reasonable attorneys’ fees and reasonable disbursements at actual) (collectively, “Loss”) asserted against or incurred by the Indemnified Persons, to the extent directly suffered (excluding consequential or special losses), as a result of, arising from, or in connection with, or any breach or inaccuracy of any representation, warranty, covenant or agreement made or failure to perform (whether in whole or part) any obligation required to be performed by them under this Agreement or non-observance / non-compliance of any applicable laws, rules and regulations.

8.2  Merchant agrees to indemnify, defend and hold harmless Pine Labs, its affiliates, directors, officers, representatives, employees and agents from and against any and all claims, Loss  due to any claim by a Fave user/Customer or anyone else arising out of or in connection with the Merchant offering (or any goods and/or services actually or purportedly offered in respect of or in connection to a cashback/any other offer/discount or any other goods and/or services offered by the Merchant, including, but not limited to, claims for personal injury, death, or property damages.

8.3  In no event will either Party be liable to the other Party for any loss of profits, loss of data, or for any special, indirect, incidental, consequential or punitive damages.

8.4  Pine Labs’ liability, if any arising from this Agreement, shall be limited to pro-rata Fees which becomes payable by MERCHANT to Pine Labs for the month when the claim arises.

9. TERMINATION AND CONSEQUENCES OF TERMINATION

A. Termination

9.1  Either Party reserves the right to terminate this Agreement for any reason by giving two (2) month’s written notice to the other Party. Parties agree that expiration or termination of this Agreement by Pine Labs will not relieve MERCHANT of any obligation accruing prior to such expiration or termination.

9.2  Parties shall have the right to terminate this Agreement with thirty (30) days written notice in case of any material breach of the Agreement and if the same is not cured within the notice period. In all events of termination, MERCHANT shall pay to Pine Labs all outstanding amounts, if any, and the said payment shall remain the continuing obligation of MERCHANT till all matters connected therewith are settled.

B. Consequences of expiry or termination

All amounts payable under this Agreement by MERCHANT including but not limited to the Fees and Cashback Collection, shall become due and shall be settled within 5 days from termination. Termination of this Agreement in accordance with its terms shall not affect the accrued rights or liabilities of the Parties at the date of termination and shall have no effect on:

(i) the transactions already transacted prior to termination;

(ii) the Merchant’s obligations to provide the Merchant offering in respect of such transaction.

10. DISPUTE RESOLUTION

Both the Parties shall resolve all disputes arising in connection with this Agreement amicably by mutual negotiation. In case no settlement is reached within thirty (30) days of one Party's receipt of a written notice of dispute from the other Party, all disputes arising in connection with this Agreement shall then be referred to institutional online arbitration, in accordance with the Arbitration and Conciliation Act, 1996, with its statutory amendment, modifications, enactments or re-enactments thereto and rules of such institution. The place of arbitration shall be New Delhi and the language to be used in the proceeding shall be English. The Parties agree that the arbitration award shall be binding on them and that the arbitral award shall be the sole and exclusive remedy regarding any claims, counterclaims or issues presented to the arbitrators.

11. REPRESENTATIONS AND WARRANTY DISCLAIMER

Both Parties represents that:

a) they have all requisite power and authority to execute, deliver and perform its obligations under this Agreement and has been fully authorized by all requisite corporate actions to do so;

b) they hold and shall continue to hold all necessary statutory and regulatory permissions, approvals and permits for the running and operation of its establishment for the conduct of its business, and for compliance with this Agreement;

c) they shall comply at all times, with all laws, industry codes, applicable standards or other regulations or directions issued under the Applicable Law;

Merchant represents that :

a) it shall inform Pine Labs in writing immediately of any changes that could affect this Agreement;

b) all information provided by the Merchant and set out in this Agreement is accurate, complete and correct;

12. MISCELLANEOUS

1. MERCHANT agrees all intellectual property in Fave App and services belongs to Pine Labs.
2. The MERCHANT represents that they own all rights in their name, logo and/or trademark and hereby authorize Pine Labs to use the same in any promotional, marketing and/or publicity activities/material in any published, broadcast or electronic forum, and in any medium of advertising, publicity or trade or deploy any marketing material at Merchant Outlets.
3. MERCHANT acknowledges and provides its express consent to Pine Labs to collect, share or transfer certain personal sensitive information strictly in accordance with the applicable law and for the sole purpose of providing services under the Agreement.
4. MERCHANT shall ensure that wherever applicable for the purpose of the Agreement, it shall procure similar consent from its end customer prior to sharing any such end customer personal information with Pine Labs.
5. MERCHANT shall ensure that it has adequate measures in place for security and privacy of customer data and that the MERCHANT is Payment Card Industry Data Security Standard (PCI-DSS) and Payment Application Data Security Standard (PA-DSS) compliant. Pine Labs/its external agencies/regulatory bodies shall have the right to review the MERCHANT’s security process and controls from time to time and MERCHANT shall promptly notify Pine Labs in the event of any security breach incidents.
6. MERCHANT understands that Pine Labs services offers/may offer various value-added services including but not limited to analytics, gift cards, loan/EMI facility etc. Commercials and terms for any additional payment mode/mechanism or value-added services offered by Pine Labs, will be informed to the Merchant via an email to his/her registered Email ID, provided above or at the time of onboarding. An opt out feature will be provided for all such payment mode/mechanism or value-added services. The Merchant can also connect with customer service at +91 120-4033600 / 1800-258-6609, plutus.support@pinelabs.com (Mon to Sun: 10 am - 12 midnight (IST)), and discontinue any payment mode/mechanism or value-added services. Terms of Use as provided on https://www.pinelabs.com/terms-of-use and updated from time to time shall apply.
7. The obligations and rights regarding any data collected, stored, processed etc shall be as per Privacy Policy of Pine Labs on https://www.pinelabs.com/privacy-policy, as updated from time to time.
8. This Agreement is entered on principal basis.

9. All notices must be given at the principal place of address of Pine Labs as mentioned above.
10. No waiver, by either party, of any provision of this Agreement shall, in any event, become effective unless the same shall be in writing.
11. If any provision of this Agreement shall be found to be invalid or unenforceable, the invalidity or un-enforceability of such provision shall not affect the other provisions of this Agreement.
12. This Agreement or rights and obligations herein cannot be assigned without express written approval of Pine Labs.
13. If either party's performance of any part of this Agreement, except for the payment of money owed when due under this Agreement, is prevented or delayed by a Force Majeure Event, that party will be excused from such performance to the extent it is necessarily prevented or delayed thereby.  "Force Majeure Event" means an event beyond a party's reasonable control, including without limitation, fire, flood, war or riot, acts of civil or military authority (including governmental priorities), severe weather, strikes or labor disputes.
14. This Agreement will be governed under the laws of India.
15. This Agreement constitutes the entire understanding between parties.