This Terms of reference shall be part of the Tripartite agreement that is entered into between Transaction Analysts India Private Limited (herein after referred to as “TA”, Optshine Digitech Solutions Private Limited and CSR Sponsor.

The terms of reference are as follows:
1. Definitions

1. “Affiliate” means with respect to any person or entity, any other person or entity which is a “group undertaking”;
2. “Agreement” means TRIPARTIE WALLET SERVICES AGREEMENT executed by TA, Optshine and CSR-Sponsor.
3. “Confidential Information” means (i) Personally Identifiable Information; (ii) each Party’s business or technical information, including but not limited to any information relating to software plans, designs, documentation, training materials, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how that is designated by the disclosing Party as “confidential” or “proprietary” or the receiving Party knows or should reasonably know is confidential or proprietary; and (iii) the terms, conditions and pricing of the Agreement (but not its existence or parties). All Digital Wallet Platform-based source code, object code and product documentation related to Intellectual Property, if any;
4. “Beneficiary” means any person identified / selected by Optshine for disbursing the CSR amount and who has Prepaid Digital wallet account opened with TA;
5. “CSR” means Corporate Social Responsibility;
6. “CSR Amount” means the amount prescribed for each Beneficiary by way of Agreement entered into between TA, Optshine and Sponsor;
7. “CSR initiative/scheme” means the program/initiative/scheme planned by CSR-Sponsor with intention to disburse CSR amount prescribed for each Beneficiary by way of the Agreement;
8. “CSR Sponsor/Sponsor” means the entity which planned CSR program/initiative/scheme with intention to disburse CSR amount prescribed for each Beneficiary by way of the Agreement;
9. “Customer” means any person, including beneficiary, maintaining a Prepaid Digital Wallet account with TA;
10. “Customer Data” means any data or information which relates to a customer, and which is held by any party under the Agreement and to the extent the Data Protection Laws (as defined herein) apply to any information which relates to any customer;
11. “Deliverables” means and includes, inter alia, goods & services that each party is expected to deliver to the other as per the Agreement and more particularly as articulated in Schedules;
12. “Data Protection Laws” means all applicable statutes, laws, secondary legislation, or regulations of India pertaining to the privacy and confidentiality of personal information or corporate information;
13. “Prepaid Digital Wallet”, “Digital Wallet”, “Digital Wallet Platform”, “Digital Wallet Network”, “Digital Wallet and cards Network” or “e-wallet application” means a proprietary system also meaning an electronic payment network developed by TA, which is a composite of the required technology, and business processes to facilitate financial transactions among or between the parties involved in the financial transaction via the web-based or mobile-based services;
14. “Effective Date” means date of execution of the Agreement by the Parties;
15. “e-wallet/m-wallet/wallet” means any account opened through a web-based portal/Mobile device on the Digital Wallet Network by customers;
16. “Financial Transactions” or “Digital Wallet Transactions” means any electronic fund transfers or through card Network between member entities, utility and merchant bill payments, domestic and international remittance services and their encashment at authorized agents or sub-agents; and any other services introduced by Digital Wallet Network; and performed on the Digital Wallet platform through various modes such as internet applications, mobile applications, and payment card applications;
17. “Intellectual Property Rights” refers to the legal rights granted with the aim to protect the creations of the intellect. These rights include Industrial Property Rights (e.g., patents, industrial designs, and trademarks), Copyright (right of the author or creator) and Related Rights (rights of the performers, producers, and broadcasting organisations);
18. “Party/Parties” means TA, Optshine and CSR-Sponsor.
19. “Personally, Identifiable Information” means any and all individually identifying information related to former, current or prospective employees, consultants, contingent workers, independent contractors or customers of TA and Optshine that is accessed, disclosed, provided, obtained, created, generated, scanned, entered, collected or processed in connection with the Agreement;
20. “PPI License” means Prepaid Payments Instrument license issued by the Reserve Bank of India to TA;
21. “Regulatory Authority” means a government agency that regulates the banking and financial services business in India (including without limitation any central bank, government department or agency or other applicable authority);
22. “Taxes” mean all the applicable taxes associated with the services what so ever, that are related to the agreement.

2.General Terms

2.1 Regulatory Matters: TA shall have individual responsibilities for managing any regulatory approval process with the applicable regulators or competent authorities in India in respect of approvals, and consents required by the Reserve Bank of India and applicable regulatory authorities in connection with the use of its PPI (Prepaid Payment Instruments Issuer) License and operation of Digital Wallet respectively.

Further, TA agrees to obtain the requisite licenses and approvals (if any) from concerned Regulatory Authorities in connection with the performance of its obligations.

Furthermore, the parties agree to immediately communicate, and not later than 7(seven) days from the date of occurrence, to each other any notice, penalties & other proceedings initiated by applicable legal, regulatory, and statutory bodies governing their respective operations on the receipt.

2.2 Compliance with Laws and Government Approvals:

1. The parties shall comply with all applicable international, national, state, regional and local laws, and regulations, in connection with performing their duties hereunder.
2. Any action of the parties in an individual capacity, voluntarily or involuntarily, causing a breach of the prevailing laws of India or any other country as applicable to the business, the parties are liable individually & parties agree to sever the joint liability.

2.3 Other Matters:

1. Additional contributions, rights, roles and responsibilities of TA, Optshine and CSR-Sponsor in connection with the Agreement are contained in Schedules annexed to the agreement. The agreement may be suitably amended to incorporate any new legal, statutory, regulatory or any other contractual requirements not breaching the terms and conditions of the Reserve Bank of India for compliance requirements for maintaining the validity of the PPI (Prepaid Payment Instruments Issuer) License issued by Reserve Bank of India.
2. For the purposes of the agreement, parties shall provide information in writing regarding the authorized signatories for the agreement along with their respective names and designation. Also, parties shall clearly spell out the authorized signatories for correspondence relating to contract interpretation, modification or notices that are to be sent from time to time.
3. Parties shall be bound by the provisions of the Master Directions of RBI besides other directions issued by RBI from time to time to the extent applicable to each of the parties. ​TA will communicate the updated Master Direction of RBI and other directions issued by RBI from time to time to Optshine and CSR-Sponsor, to the extent its applicable to the fulfilment of all the Parties’ responsibilities under the Agreement.

3. Data Protection, KYC and AML

1. In addition to and notwithstanding any other right or obligation arising under the Agreement, TA, Optshine and CSR-Sponsor shall (and shall ensure that their staff shall) take all appropriate technical and organizational security measures to ensure that each Customers (Wallet holders/Beneficiaries) Data is protected against loss, destruction and damage, and against unauthorized or accidental access, processing, erasure, transfer, use modification, disclosure or other misuses.
2. The parties shall mutually indemnify and keep fully and effectively indemnified on demand the parties in respect of any type of liability, loss, damage, claims, demands, actions, charges, costs (including legal/attorney fees) and expenses incurred by the parties arising out of or in connection with any deliberate disclosure or misuse of Customer Data as a result of the breach.
3. The Services provided by TA under the Agreement shall be in full compliance with the applicable Anti-Money Laundering (“AML”) and Know-Your-Customer (“KYC”), Combating Financing of Terrorism(“CFT”) Regulations /Laws.

4. Ownership and License.

1. Ownership: The copyright/ IPR in all drawings, source code, design documents, and other materials that has been developed or customized by the TA for the Services herein shall remain vested in TA.

5. Confidential Information 

1. Confidentiality: The Parties shall not use, directly or indirectly publish, or otherwise disclose at any time, either during the terms of the Agreement or at any time thereafter, any Confidential Information of the other Party, whether or not conceived, originated, discovered or developed in whole or in part by the other Party, it is expressly acknowledged and agreed by each Party that the Confidential Information shall be kept strictly confidential at all times.
2. Protection: Each Party agrees to protect the Confidential Information of the other Party in the same manner that it protects its own Confidential Information of like kind (but in no event using less than a reasonable standard of care).
3. Compelled Disclosure: If a Party is compelled by law to disclose Confidential Information of the other Party, it shall promptly provide the other Party with prior notice of such compelled disclosure (to the extent legally permitted) and provide reasonable assistance, at the other Party’s cost, if the other Party wishes to contest the disclosure.
4. Remedies: If a Party discloses or uses (or threatens to disclose or use) any Confidential Information of the other Party in breach of confidentiality protections hereunder, the other Party shall have the right, in addition to any other remedies available to it, to injunctive relief to enjoin such acts, it is acknowledged by the parties that any other available remedies are inadequate.
5. Exclusions: Confidential Information (except for Personally Identifiable Information) shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the other Party; (ii) was known to a Party prior to its disclosure by the other Party without breach of any obligation owed to the other Party, as shown by documentation sufficient to establish such knowledge; (iii) was independently developed by a Party without breach of any obligation owed to the other Party; (iv) is received from a third party without breach of any obligation owed to the other Party, as shown by documentation sufficient to establish the third party as a source of the Confidential Information; or (v) the disclosing Party having provided its written approval for such disclosure by the receiving Party.

6. Warranties.
6.1 Warranties of each Party. Each of the Parties represents, warrants, and covenants to the other Party that:

1. The Agreement has been duly executed and delivered by it and, upon the valid execution by the other Party, shall constitute its legal, valid, and binding obligation, enforceable against it in accordance with its terms.
2. There is no action, suit or proceeding pending against such Party or, to its knowledge, threatened, in any court or by or before any other governmental agency or instrumentality which would prohibit or impair its entering into or performing its obligations under the Agreement.
3. The execution, delivery and performance by it of the Agreement does not (or would not with the passage of time or the giving of notice, or both) constitute or result in a violation or a breach of or a default under (i) its constitutional documents, including its articles or its by-laws or any resolution of its directors or shareholders; (ii) the provisions of any applicable law, statute, rule or regulation applicable to it; (iii) any judgment, order or decree of any court, agency, tribunal, arbitrator or other authority to which it is subject; or (iv) the terms of any agreement or instrument under which it is bound or any other of its obligations; and
4. In the performance of its obligations under the Agreement, it agrees to comply in all material respects with the laws and regulations applicable to it, including without limitation all laws relating to the Prevention of Money Laundering, Know Your Customer & combating the financing of terrorism and rules framed there under by Reserve Bank of India anti-bribery and similar provisions applicable for carrying on business in India.

7. Indemnification.

1. Each Party shall defend and hold the other Party and any of the affiliates and subsidiaries of the other Party harmless from and against any and all claims, suits, expenses (including legal fees), losses and liabilities arising out of or related to (i) that Party’s breach of the Agreement, and (ii) any negligent act or omission of that Party in the performance of the Agreement.
2. In connection with any claim for which a Party seeks indemnification from the other Party pursuant to the Agreement, the Party seeking indemnification: (i) shall give the indemnifying Party prompt written notice of the claim; provided, however, that failure to provide such notice shall not relieve the indemnifying Party from its liability or obligation hereunder, except to the extent of any material prejudice as a result of such failure; (ii) shall co-operate with the indemnifying Party at the indemnifying Party’s expense, in connection with the defence and settlement of the claim; and (iii) shall permit the indemnifying Party to control the defence and settlement of the claim; provided, however, that the indemnifying Party may not settle the claim without the indemnified Party’s prior written consent, which will not be unreasonably withheld or delayed, in the event that such settlement materially adversely impacts the indemnified Party. Further, the indemnified Party shall have the right to be represented at any suit or action by counsel of its selection and at its own expense.
3. For unilateral acts of commission/omissions not formally communicated to the other party and/or not formally agreed between the parties, each party shall indemnify the other from being a party to the commission/omission to compliance requirements.

8. Other Terms: 

1. Relationship of the Parties: The Parties are independent entities. The Agreement does not create nor is it intended to create a partnership, franchise, agency, fiduciary, or employment relationship among the parties. There are no third-party beneficiaries to the Agreement. It is understood and agreed that TA will issue digital wallet services to the end-customers/beneficiaries, introduced and agreed with Optshine and contracts/agreements between Optshine/CSR-Sponsor and any other Company will not bind TA.
2. Notices: All notices under the Agreement shall be in writing and shall be deemed to have been given upon: (i) delivery by commercial courier; or (ii) the fifth business day after first class mailing; (iii). Registered post via Indian Post. Each Party’s address for the purpose of notices is set forth in the first page of the Agreement. A Party may change its address for notice by notifying the other Party in accordance with this paragraph.
3. Waiver and Cumulative Remedies: No failure or delay by a Party in exercising any right under the Agreement shall constitute a waiver of that right or any other right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other legal remedies of a Party.
4. Force Majeure: Neither of the parties shall be liable for any failure or delay in performance under the Agreement for causes beyond that Party’s reasonable control, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labour problems, computer attacks or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility.
5. Assignment:
   1. Neither of the parties may assign any of its rights or obligations hereunder, whether by operation of law or otherwise.
   2. In addition, either of the parties may assign the Agreement in its entirety with the written consent of the other Party, only in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets provided the assignee has agreed to be bound by all of the terms of the Agreement and all past due fees & all applicable taxes are paid in full.
   3. Any attempt by a Party to assign its rights or obligations under the Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, the Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
6. Governing Law:
   1. The Agreement and the respective rights, duties and obligations of the Parties shall be governed by the laws of India.
   2. Courts in Bengaluru shall have exclusive jurisdiction over any Dispute.
   3. In the expression ‘law’ takes within its fold statutory law, judicial decisional law, and delegated legislation as well.
   4. Parties agree to be governed by the Laws of India regarding the use of foreign exchange, if any, in their transactions. The governing laws of another country may be used whenever applicable and appropriate.
   5. Any amendment or modification or waiver in connection with the contract will not be effective unless made in writing and signed by all the parties.
   6. It is mutually agreed that the respective parties will pass the necessary Board resolution and seek approvals for the arrangement.
7. Dispute Resolution: Any dispute, controversy or claim arising out of or in connection with the Agreement, including any question regarding its existence, validity, or termination, will be exclusively referred to and finally resolved by a court of competent jurisdiction in India at Bangalore. However, during the pendency of dispute or Termination process, it is understood and agreed by Optshine/CSR-Sponsor, that TA will be allowed to continue the Prepaid Digital wallet related services to the customers without any interruption.
8. Public Announcements: No announcement with respect to the Agreement will be made by either of the parties hereto without the prior approval of the other Parties. Any public announcement regarding the subject matter of the agreement will be made with the prior written consent of the relevant parties.
9. Miscellaneous: The Agreement, including all schedules, constitutes the entire agreement between the Parties with respect to the subject matter hereof. If any provision of the Agreement is held to be contrary to law, the provision shall be modified by the adjudicator and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement shall remain in effect.
10. Parties acknowledge they have read and understood the business, legal commitment, and consequences of each of the terms of the agreement.

9. INTERPRETATIONS

1. The terms defined in the Agreement, include the plural as well as the singular.
2. Unless otherwise expressly stated, the words “herein”, “hereof”, and “hereunder” and other words of similar import refer to the Agreement as a whole and not to any particular clause or other subdivision.
3. The words “include” and “including” shall not be construed to be terms of limitation.
4. The words “day”, “month”, and “year” shall mean, respectively, calendar day, calendar month and calendar year.
5. The words “writing” or “written” mean preserved or presented in retrievable or reproducible written form.
6. Other terms used in the Agreement are defined in the context in which they are used and have the meanings there indicated.
7. Reference to any legislation or law or to any provision thereof shall include references to any such law as it may, after the date hereof, from time to time, be amended, supplemented or re-enacted, and any reference to statutory provision shall include any subordinate legislation made from time to time under that provision.
8. Words of any gender are deemed to include the other gender.

End of Terms of Reference