This Services Agreement (“Agreement”) constitutes a binding and enforceable agreement by and between
DPDzero Technologies Private Limited, a private limited company incorporated under the Companies Act, 2013, with its registered office at:
Sumo Solitaire, No. 14, 2nd Floor, 1st Main Rd, Jayanagar, Bengaluru 560070
(hereinafter referred to as “DPDzero” which shall, unless repugnant to the context thereof, be deemed to mean and include its successors and assigns),
The Partner, whose details are set out below in the signature page
(hereinafter referred to as “Partner” which shall, unless repugnant to the context thereof, be deemed to mean and include its successors and assigns).
DPDzero and the Partner shall also be referred to individually as “Party” or collectively as “Parties”.
This Agreement shall be effective from the date on which it is executed.
For the purposes of this Agreement,
a.”Applicable Law” shall mean all applicable statutes of any legislative body in India, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives, and orders of any Governmental Authority, and shall also include all guidelines, regulations, circulars, directions issued by the Reserve Bank of India (RBI)/National Payments Corporation of India (NPCI)/Securities Exchange Board of India (SEBI)/other relevant regulators;
b. “Customer” shall mean a customer of the Partner who wishes to avail any service offered by the Partner, including making a bill payment and making a payment owed to a Partner;
c. “Force Majeure Event” means any event including but not limited to an act of God, fire, epidemic, pandemic, natural calamity; riots, civil commotion or unrest, terrorism, war, strikes or lockouts; expropriation or other governmental actions; any changes in Applicable Law or regulation beyond the control of any Party which restricts or prohibits the performance of the obligations of such Party;
d. “Governmental Authority” shall include the President of India, the government of India, the Governor and the government of any state in India, any Ministry or Department of the same, any municipal or local government authority, any authority or private body exercising powers conferred by Applicable Law and any court, tribunal or other judicial or quasi-judicial body, and shall include, without limitation, a stock exchange, SEBI, RBI, NPCI, and any other regulatory body.
e. “Intellectual Property” means all patents, trademarks, permits, service marks, brands, trade names, trade secrets, proprietary information and knowledge, technology, computer programs, databases, copyrights, licenses, franchises, formulae, designs and other Confidential Information.
2.1 To access and use the Services, the Partner agrees to provide true, accurate and complete information to DPDzero at all times during and after registration, and the Partner shall be responsible for all acts done through the use of the Partner’s registered account.
2.2 The continued provision of the Services shall be subject to:
a) this Agreement and Applicable Law;
b) the Partner’s satisfactory completion of and compliance with all Know Your Customer (KYC)/Anti-Money Laundering (AML)/Combating Financing of Terrorism (CFT) processes instituted by DPDzero in accordance with Applicable Law; and
c) the Partner’s payment of the Service Charges mutually agreed by the Partner and DPDzero as consideration for the Services.
4.1. Each Party hereby represents and warrants to the other that:
(a) It is duly organized and validly existing under the laws of India, and has full authority and corporate power to enter into this Agreement and carry out its provisions; and
(b) This Agreement is binding upon it and do not conflict with any other agreement, instrument or understanding to which it is bound.
4.2. DPDzero hereby represents and warrants that:
(a) It has the necessary skills, knowledge, experience, expertise, required capital net worth, adequate and competent Facility Staff, systems, equipment and procedures and capability to duly perform DPDzero’s Obligations in accordance with the terms of this Agreement and to the satisfaction of the Partner, provided however that the Partner’s judgement as regards the quality and skills of DPDzero and its Facility Staff, shall be final and binding on DPDzero.
(b) The execution of this Agreement and providing Services hereunder, does not and will not violate any Applicable Law and further, will not violate or breach any covenants, stipulations or conditions of any agreements or undertaking entered into by DPDzero with any other Person.
(c) The Services will be performed in a competent manner and substantially in accordance with any mutually agreed specifications.
(d) DPDzero hereby acknowledges and accepts that the Partner has relied upon the above representations and warranties and has entered into this Agreement.
5. DPDzero OBLIGATIONS:
5.1. DPDzero shall conform to the Agreement and the Schedule herein at all times, and specifically conform to any rules and regulations under Applicable Law. DPDzero shall not, without explicit consent, share any Personal Data or Customer information or transaction information attributable to the Partner with any other entity, or use such personal or transaction information for any purpose to pursue any line of business that competes with such Partner.
5.2. DPDzero is not responsible for providing any Service Levels relating to any third party services provided by its supplier, and any issues arising from the above shall be addressed under the terms of the such third party. DPDzero agrees to facilitate contact and raise tickets with the supplier on behalf of the Partner.
6.1. The Partner agrees that they shall use the Services only in accordance with, and as permitted by Applicable Law, and that all transactions conducted by the Partner through use of the Services are made with respect to products and services which are not in breach of Applicable Law. Further, the Partner are solely responsible for complying with all Applicable Law(s) within the territory in which the Partner operates.
6.2. The Partner agrees that they shall not
(a) attempt to reverse engineer the Services or any component thereof, (b) attempt to create a substitute or a similar service through the use of, or access to, the Services, and (c) use the Services for any activities that are illegal under applicable law.
6.3. The Partner agrees that they shall promptly cooperate with DPDzero’s reasonable investigation of outages of the Services, security issues, and any suspected breach of this Agreement.
6.4. Provided that DPDzero performs its obligations under this Agreement, the Partner agrees that they shall not hold DPDzero liable for any delay, loss, costs, damages, claims, or actions that may be suffered or incurred by the Partner in relation to downtime of the Services owing to any reason beyond the reasonable control of DPDzero, such as a Force Majeure Event, downtime of the bank, NPCI, or the Payer App, power outages and technical disruptions to any of DPDzero’s infrastructure service providers, and any calls made to the DPDzero APIs that contain either incorrect endpoints, incorrect payloads or any other reason beyond the reasonable control of DPDzero owing to which any communication or transaction under this Agreement is delayed or fails.
7.1. This Agreement shall come into force with effect from the Effective Date and shall remain in force unless terminated in the manner specified hereinafter.
7.2. Either Party may terminate this Agreement forthwith if the other Party (a) breaches any term of this Agreement, (b) is in the process of winding up, (c) ceases to carry on its business in whole or substantial part, (d) becomes insolvent, or (e) has a liquidator, receiver, or similar officer appointed over any of its assets.
7.3. This Agreement may be terminated by either Party without assigning any reason by giving three months’ notice. In case any event of Force Majeure continues for a continuous period of 30 (thirty) days, then any unaffected Party shall have the option to terminate this Agreement by giving 30 (thirty) days prior written notice to the other Party.
7.4. All obligations incurred prior to termination shall survive any such termination. All other terms and conditions shall be of a continuing nature and be binding on both the parties until obligations covered hereunder are discharged in full.
8.1. The Parties agree that all information obtained, developed, created, or disclosed including all documents, data, sensitive personal information, papers and statements of the Customers and trade secrets of the other Party relating to its business practices and their competitive position provided to the Parties in connection with the performance of obligations under this Agreement shall be considered to be confidential and proprietary information (“Confidential Information”).
8.2. The Confidential Information shall be safeguarded and the Parties must take all necessary actions to protect it against misuse, loss, destruction, or modification. In the event of a breach or threatened breach by either Party of this provision, monetary damages alone may not be sufficient remedy and the other Party may, without waiving any other rights or remedies, be entitled to injunctive or equitable relief.
8.3. The obligations in respect of Confidential Information shall survive termination of this Agreement, the Schedules hereto and deletion of the Partner’s account.
8.4. Information shall not be treated as Confidential Information if it (a) is in or enters the public domain, (b) is known to the receiving Party at the time of first receipt, or thereafter becomes known to it prior to such disclosure without similar restrictions from a source other than the disclosing Party, as evidenced by written records, or (c) is disclosed pursuant to any Applicable Law or order of any court or regulatory authority having jurisdiction over the receiving Party.
9.1. The Partner acknowledges that all right, title and interest, including all Intellectual Property Rights in and to the Services remain with DPDzero, and agrees that it shall not modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, distribute, republish or download any part of the Services, or license, sell, rent, lease, transfer, assign, distribute, host, outsource, or otherwise commercially exploit or make available the Services in any manner beyond the scope of the Agreement and the Schedule herein.
9.2. The Partner shall retain all ownership, right, title and interest in its trademarks and in content shared by the Partner with DPDzero during the term of this Agreement.
10.1. DPDzero represents and warrants that it has put in place and effectively operates an adequate information security management system, commensurate with the size and nature of operations including necessary security measures, policies, procedures and checks including but not limited to those required by the Applicable Laws (including Information Technology Act, 2000 and rules made thereunder) and other applicable legal & regulatory stipulations.
10.2. DPDzero covenants to comply with legally stipulated privacy protection requirements and stipulations including compliance with privacy and security policy requirements of Partner (as amended from time to time) as detailed in this Agreement.
10.3. DPDzero shall inform the Partner about any breach of this Agreement immediately upon receiving the knowledge of such breach (including breach of provisions relating to information security).
10.4. DPDzero shall before outsourcing any part of its services to a third party a) give notice of such delegation to the Partner; and b) ensure that such third party is of good standing and has an adequate system to protect the interest of the Partner including but not limited to having a security system and permitting audits and submitting information security reports on the request of the Client.
11.2. DPDzero shall have the right to collect, store and use non-Personal Data from the Partner’s use of the Services, including aggregated or de-identified data, without limitation, for its internal business purposes, including but not limited to quality control, technical improvement, analytics, and new product and service development.
12.1. Notwithstanding anything contained in this Agreement, the Parties shall not be liable for any failure to perform an obligation under this Agreement if performance is prevented or delayed by a Force Majeure event.
13.1 This Agreement shall be governed and construed in accordance with the laws of India and subject to Clause 14 (Arbitration) the Parties irrevocably submit to the exclusive jurisdiction of the courts in Bengaluru.
14.1. In the event of any disputes arising between the Parties in connection with this Agreement and the Schedules, the Parties shall first attempt to amicably settle them, failing which they shall be referred to arbitration by a sole arbitrator appointed by mutual agreement. The arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, 1996. The proceedings shall be held in Bengaluru, and the courts there shall have exclusive jurisdiction.
15.1 All communications to DPDzero relating to the Agreement and the Services, reporting of customer grievances, any instance of violation of intellectual property or breach of this Agreement shall be in writing and sent to the address set out below, or as otherwise communicated from time to time.
This Addendum is entered into between the Partner and DPDzero and is effective as of the date signed by the Parties (“Addendum Effective Date”).
This Addendum is a standalone agreement that incorporates the terms of the DPDzero Technologies Private Limited Services Agreement (the “Agreement”) and shall be read in conjunction with the Agreement. All capitalized terms not otherwise defined in this Addendum will have the meaning given to them in the Agreement.
The terms of this Addendum are limited to the scope of the Services described in this Addendum.
A) DPDzero is in the business of developing APIs, platforms and conversation flows to allow Partners to easily collect loan EMIs and other outstanding amounts, by communicating over Short Message Services (SMS), WhatsApp for Business chatbots, and other modes of communication.
B) The Partner is interested in provisioning a WhatsApp for Business account through DPDzero, to automatically facilitate communication between their business systems and their Partners, and in facilitating payment collections through payment partners of DPDzero.
C) The Parties hereto are desirous of recording the terms and conditions agreed between them in the manner hereinafter appearing.
NOW IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:
1.1. In these presents unless there is anything in the subject or context inconsistent therewith, the capitalized terms listed below shall have the following meanings:
a. Beneficiary Account shall mean an Indian Rupee denominated current, nodal, escrow, or other similar bank account, which belongs to the Partner.
b. Loan shall mean money lent by Partner to its customers.
c. Outstanding Amount shall mean the amount to be paid in respect of a Loan, including Equated Monthly Instalments (EMI), Principal, Interest, Penal interest, Penalty, Fine, Service Charges, and all relevant taxes charged by the Partner.
d. Loan Payment shall mean the payment of an outstanding payment owed by a Customer to a Partner.
e. Payer App shall mean an app that enables a Customer to complete a Bill Payment.
f. Service Charges means the charges to be paid by the Partner to DPDzero, as more fully described in Clause 7.
2.1. Subject to the terms and conditions of the Agreement, this Addendum and any related documents, DPDzero hereby agrees to provide such services (“Services”) as have been agreed on the date of this Addendum more specifically provided below:
(A) Campaign Management for WhatsApp for Business Collections: If applicable, DPDzero agrees to assist in provisioning a WhatsApp for Business number for the Partner.
(B) Loan Payment Collections: DPDzero agrees to facilitate Loan Payment transactions for the Partner through the following methods:
i. Deep links: Enable the Partner to send out and accept Loan Payment transactions through deep links provided by DPDzero’s Payment Partners. Deep links are uniform resource identifiers that point to content inside an app, and can be used to directly invoke a payment app on a Customer’s mobile device and enable a Loan Payment.
3.1 DPDzero agrees to provide to the Partner certain services to assist the Partner in implementation, usage and proper functioning of the Services and programs through enhancements, bug fixes and improvements made to the Services (“Service Levels”), including but not limited to:
3.1.1. Assistance with queries on implementation, operation, day-to-day usage and recommended configuration for the smooth operation of the Services; and
3.1.2. Assistance with the interpretation of the API documentation provided to the Partner by DPDzero, if any.
3.2 DPDzero shall provide Technical Support in response to a helpdesk ticket raised via electronic mail on support@DPDzero.co on weekdays, from 10 AM to 6 PM, from Monday to Friday (“Support Hours”), in accordance with the below service level terms. However, any downtime resulting from outages of third-party connections or utilities or other reasons beyond DPDzero’s control will also be excluded from any such calculation. DPDzero’s blocking of data communications or other Service in accordance with Applicable Law or its policies shall not be deemed to be a failure of DPDzero to provide adequate service levels under this Agreement.
3.2.1 The timelines for response from DPDzero’s support team and resolution of disputes will be as follows:
|First reply time
Where First reply time and Resolition time are defined as follows:
First reply time: The time between the first customer comment and the first public comment from DPDzero or the Payment Partner, displayed in minutes.
Resolution time: The amount of time it takes for a support agent to resolve an end user’s service request, concern or question.
3.2.2. The Response/Resolution times shall run from the earliest identification of the issue by DPDzero via email. For the purpose of Clause 3.2.1, “Dispute Priority” shall be defined as follows:
(a) Urgent: Platform level failures which disrupt conduct of multiple transactions,
(b) High: Payment partner or payer app-related issues, or customer parameter related issues which affect the completion of any transaction,
(c) Medium: Process-related assistance on issues which do not affect transaction success, such as invoice requests and settlement status enquiries,
(d) Low: Support queries on issues affecting Customer or Partner experience with no impact on transaction success.
3.2.3 The timelines for response and resolution of disputes stated above in Clause 3.2.1 shall not apply in the following cases:
(a) Where both Parties agree that the issue falls outside the control of DPDzero;
(b) Where the DPDzero support team cannot respond to the issue due to the Customer’s failure or inability to respond to any issue for which the Customer’s participation or Customer’s response is inherently required as part of the response to the identified issue.
3.3. The DPDzero support team will determine the severity level of the dispute based on the description provided by the Customer. DPDzero’s ability to replicate and respond to customer issues will depend on accurate and detailed information supplied by the Customer.
3.4. DPDzero will acknowledge the issue to the Customer once a case is created, and issue a tracking number. DPDzero will use the priority level of the submitted ticket to determine the response time promises listed above. The priority level of a ticket is set by the Customer initially, however, DPDzero reserves the right to reclassify the priority level at any time if DPDzero believes the classification is incorrect.
3.5. DPDzero may correct a platform error by providing a fix or a reasonable workaround. DPDzero shall engage in and shall continue all commercially reasonable efforts including incorporating any available workaround solutions necessary to resolve any such issue and will continue to assist the Customer to resolve any such issue.
4.2. The Partner agrees to ensure that all transactions, communication and content enabled through use of the Services, and that products/ services in respect of which Bill Payments are being made, are in accordance with and permitted by Applicable Law.
4.3. The Partner affirms that it will conform to any and all data protection stipulations and standards contained in the Agreement, this Addendum, as well as under Applicable Law.
Service Charges are payable to DPDzero in consideration for the Services is based on the pricing agreement custom to every customer. Service charges are exclusive of GST.