Legal

 

Proposal for SMS Based Recharge Application

Submitted to

Name of ------------

By

POWER RECHARGE

90/2-Old Police Line Road.

Berhampore,Murshidabad.

Pin-742101

Website: www.powermobile.in

“The contents of this document are confidential in nature and shall not be revealed to any other party other than PGA Tour without the prior explicit written permission of POWER RECHARGE.Berhampore,West Bengal.

1.1POWER RECHARGE Contact Information

Primary Contact Information

    Primary Contact Name:

Asraful Sk

Primary Contact Title:

Manager-Marketing

Office Phone Number:

+919614201720

Cellular Phone Number:

+ 9733777365

E-mail Id:

asrafulsk@yahoo.co.in

 

    

Secondary Contact Information

Secondary Contact Name:

Krishna Hori Roy

Secondary Contact Title:

Manager – Support

Office Phone Number:

+91 9614201720

Cellular Phone Number:

+91 9609035365

E-mail Id:

krishnaroy@yahoo.com

 

 

2.0   System Functionalities

The following functionalities will be provided in the system.

  1. Server
  1. Receiving SMS
  2. Validating SMS
  3. Identifying the associate and password check
  4. Credit checking and  balance  update
  5. Sending recharge request to the provider and status  update
  6. Processing return status and  then status and/or balance update
  1. Web Portal(Coming Soon)
  1. Registration
  2. Login
  3. Recharge transaction status
  4. Account status
  5. Payment collection through payment gateway
  6. Bulk SMS service support
  7. E-Commerce
  8. AGREEMENT

                       (Appointment of a Non –Exclusive Business partner in India)

   THIS AGREEMENT made in ----------------2011 between

Power Recharge, a company incorporated under the companies Act, 1956, and having its Office at 90/20-Old Police Line Road,Gorabazar,Berhampore,Pin-742101, India .                                                                                               AND

------------------------ a Prop firm & having   its registered office at ------------------------ herein after referred to as the “BUSINESS PARTNER”

“Power Recharge” and the “BUSINESS PARTNER” are hereinafter individually referred to as the   “Party” and collectively referred to as the “Parties”

WHEREAS

PPoewer Recharge  is SMS based recharge Application provider company engage in the business of travel agency, tours , travels including leisure travel and related business, prepaid recharge, International education, properties, software and web design , financial services (by becoming a franchise of various financial companies) advertisement and classifieds, e-commerce, internet telephony(in tie up with ITSPs) E-yellow pages, Auto  Portal , Logo design etc. and has acquired vast knowledge, experience and expertise therein.

B.HAS GOOD NUMBER OF CLIENTS AND HAS QUALIFIEED STAFF WITH A GOOD LOCATION.

NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERE TO as follows:

1. NON-EXCLUSIVE BUSINESS PARTNER

(a)   Power Recharge appoints the BUSINESS Partner for its promotion, marketing and/ Selling Distribution of the said products developed, promoted, marketed, sold, distributed by it on Non-Exclusive basis in said territory.

(b)   Not withstanding anything to the contrary herein contained, PR shall be deemed to be

        entitled from time as it may consider necessary desirable or expedient to promote and

        market the sale of  the said products in the said territory and in particular, to appoint or

       engage from time to time  any other persons, firms, companies or bodies corporate as its

       BUSINESS Partner and/or  representative in such territory for the promotion, marketing,

       sale and distribution of the said products in the said territory.     

           2.   DUTIES AND OBLIGATIONS

      THE BUSINESS Partner undertakes and agrees that it shall during the continuance of this

     Agreement observe and perform the terms and conditions herein contained and in particular, shall:

  1. Business Partner confirms that
  1. He/she is not carrying on any illegally activity.
  2. He/she is not debarred from entering into above contract with Power Recharge under any law or rule
  3. He/she is fully authorized to sign the contract and have full capacity to bind itself with the terms of such contract.
  4. He/she is not found to be of unsound mind by a court of competent jurisdiction.
  5. He/she is not an undercharged insolvent.
  6. He/she has never been convicted by any court of any offence involving moral turpitude and Sentenced in respect thereof to imprisonment for any term.
  7. Any order disqualifying him for entering into such contract has not been passed by any Court under any law and is in force unless the leave of court has been obtained for entering in to such contract.
  8. He/she will carry the business under this contract maintaining proper ethical standards.
  1. Use its best endeavors to promote, develop and extend sales of the said products throughout

the said territory to all potential purchasers thereof and work diligently to obtain orders therefore; by means of personals visits to and by correspondence with like as directed by TWC in that behalf, to familiarize purchasers and potential purchasers of the optimum use of and benefit accruing or arising from the said products and/or as may be mutually agreed upon between the parties hereto in writing from time to time.

  1. Not on behalf of  Power Recharge, make or  give any representations,  warranties  or  guarantees with reference to the said products except as approved of in writing by  Power Recharge  from time to  time and TWC shall have  the right to change the terms  and   conditions of sale  time to  time .
  1. Not incur any  liabilities  or obligations on behalf of Power Recharge or in any way  pledge Power Recharge’s Credit or accept any order or make any contract binding upon Power Recharge without Power Recharge’S prior Consent in writing in that behalf.
  1. Without the prior consent in writing of Power Recharge not offer the said products for sale at any price lower than the prices fixed from time to time by Power Recharge.
  1. Shall not use Power Recharge’s or any of the services offered by Power Recharge’s  name and logo for any promotional / advertising / marketing   etc without prior written consent from Power Recharge.
  1. Promptly bring to the notice of Power Recharge any information received by the BUSINESS Partner    which is likely to be of use or benefit to Power Recharge in relation to the marketing, sale and distribution of the said products.
  1. Obtain and maintain and keep valid and in full force and effects all permits licenses,

permissions and the like under and comply in all respects with all applicable laws, rules and

the regulation and from time to time applicable or relevant to the business, activities and

operations and transaction herein contemplated.

  1. Power Recharge will provide regular MIS to business partner on the business done on Power Recharge portal. The business partner will also be required to submit the requisite data for reconciliation purpose.
  1. Accept the payments from the customers as per applicable laws of India law.
  • Would be required to undergo training as provide by Power Recharge from time to time.
  1. Ensure that at no point of time shall any employees/representatives of the BUSINESS partner shall claim employment or employment related benefits from Power Recharge.
  • Business Partner Confirms and understand that PR provide customer support and fulfillment to its users in accordance with our then-current standard terms and generally to direct users of PR. Business partner understand that Power Recharge reserve the right to refuse to provide customer/fulfillment services to any user for a variety of reasons, including but not limited to: (i) adequate credit is not available in business partner account .(ii)Website of PR and /or  any of the services provided by it ,  is not working due to any technical or other failure (iii) inability to authenticate credit card or any other payment instrument of Business partner or any user ; (iv) purchase history of direct user of Business partner (v) interface of any Airline or Hotel is not working on the site or otherwise (vi)Business of PR is disrupted because of any event beyond the control of Power Recharge.
  • Observe all directions and instruction given to the BUSINESS PARTNER by PR in relation to the marketing, sale and distribution of the said products from time to time and, in the absence of any such directories or instructions in relation to any particular matter, shall act in such manner as would be in the best interest of Power Recharge.
  1. Confirms that services provided by Power Recharge to him will be as Power Recharge reasonable provides to its customer.
  1. PRICES
  1. Power Recharge shall sell the said products at the selling prices as intimated in writing from time to time by Power Recharge to the Business partner in that behalf.
  1. Power Recharge shall be entitled to vary or change the said selling price at its sole discretion at any time during the continuance of this Agreement.
  1. Rolling DEPOSIT

Business partner will keep a rolling deposit with Power Recharge for providing connectivity to its Website for sale of Air Tickets or hotels or other packages or other services etc to customers. The price of Tickets issues or Hotel booked and any other services provided will be deducted from such rolling deposit. The amount in this rolling deposit will have to be replenished from time to time to issue further tickets or book Hotels or provide any other service   from Power Recharge site.

  1. ACCOUNTS

The BUSINESS Partner shall at all times keep and maintain proper books of account in respect of the sales and deadlines of the said products in the said territory for the accounting periods and shall be available and open for inspection by duly authorized representatives of Power Recharge from time to time.

  1. INTELLECTUAL  PROPERTY
  1. The BUSINESS Partner shall use and distribute the promotion, advertisement, and sales

 Promotion literature and mater provided by and/ or as directed or determined by Power Recharge  from time to time and the benefit achieved from the same would solely and exclusively   go in favour of PR.  The BUSINESS partner shall not claim any benefit /interest

   from the same.

  1. THE BUSINESS partner shall promptly and fully notify PR of any actual, threatened or suspected infringement in the Territory of any intellectual property of PR which Comes to the BUSINESS partner’s notice that the importation of the products into the Territory, or their sale therein, infringes any rights of any other person, and the BUSINESS partners shall at the request and expenses of the PR in taking or resisting any proceedings in relationtoany such infringementor claim.
     
  2. THE BUSINESS partner shall  at the expense of Power Recharge ,take all such as Power Recharge, may Reasonably require to assist in maintaining the validity and enforceability of the Intellectual property of Power Recharge during the continuance of this Agreement.
     
  3. Without prejudice to the right of the BUSINESS Partner or any third party to challenge The validity of any intellectual property of PR, the BUSINESS partner or any third Party to do any act which would or might invalidate or be inconsistent with the intellectual property of PR and shall not omit or authorize any third party to omit to do any act which, by its commission would have that effect or character.
     
  4. PR shall always be the sole and exclusive owner of all the right, title and interest in respect of the intellectual Property Rights of Power Recharge arising out of this agreement. As used herein, the expression “Intellectual Property” means all the patents, trademarks, permits service brands, trade names, trade secrets, proprietary information and knowledge, technology, computer programme’s, copyrights licenses, franchises, formulae, designs, rights of confidential information and all other Intellectual property. “Intellectual Property Rights” mean all rights, benefits, title or interest in or to any Intellectual Property, anywhere in the world (whether registered or not and including all applications for the same) directly or indirectly under/pursuant to this Agreement.  

7.            CONSIDERATION

  1. Unless otherwise agreed in the meeting between the parties hereto in that behalf, in consideration of the duties, obligations and services herein undertaken and to be rendered by the BUSINESSS PARTNER to PR. PR shall pay to the BUSINESS PARTNER discounts at such rates on the sale of the said products as provided in the Schedule here under written sold by the BUSINESS PARTNER on behalf of PR. The discount payable by PR shall be all inclusive and shall be deemed to include any amounts for Service tax or any other tax as might be payable by PR to the business partner. PR has the right to change discount structure at its sole option on prospective basis.
  1.  Power Recharge shall deduct tax and or any other deductions at such rates as may be applicable and necessary as pet the prevailing law

8.               DEL-CREDERE BUSINESS PARTNER

The BUSINESS partner shall be the del credere BUSINESS Partner of PR and the BUSINESS Partner shall only be entitled to discount as provided in this Agreement if as a condition prior thereto, PR shall have received from the BUSINESS partner the full price of the sale of the said products to the customer and the BUSINESS partner shall indemnify and indemnified PR from and against all loss caused by the breach or non observance on the part of nay purchaser of any contract entered into between the purchaser and PR.

9.               CONFIDENTIALITY

            The BUSINESS partner shall not during the existence of this Agreement or at any time after the expiry or determination thereof disclose or divulge to any third party any knowledge, information or data disclosed to it and / or to which it has had access in any manner relating to PR, under, pursuant to, or by virtue of this Agreement except to the extent that such disclosure is necessary in the course of performance of its duties and obligations hereunder.

10.             INDMNITY

a)               The BUSINESS partner shall use all reasonable care and the skill in the rendering and provision of advice, assistance and services and performance of it duties and obligations hereunder, the BUSINESS Partner shall indemnify and keep indemnified PR from and against any and all claims or demands made by any person, firm, company or body corporate against PR and from and against any loss, damage, damages, cost, charges or expenses paid or incurred or suffered by PR and/or any other person as a result arising out of this Agreement.

  1. The BUSINESS Partner shall always keep PR indemnified from any claims mentioned in clause 2 sun clauses(r).

11.       DURATION & NOTICE OF TERMINATION:

  1. The Agreement shall commence from the date of  12/12/2010 till 12/12/2011            and shall thereafter remain in full force and effec
  2. t for a period of one year.
  3. This Agreement will be renewed 3  months before the date of expiry, by either party unless terminated by either party without required to assign or give any reasons or pay any compensation to the other in that behalf.
  4. The BUSINESS Partner will have to submit 3 (Three) months notice in advance to PR for termination of the Agreement.
  5. On breach of any of the terms and conditions above mentioned Power Recharge can terminate the Agreement with immediate effect by giving a written notice to business partner. The decision of Power Recharge in this regard shall be final.

12.       TERMINATION

Notwithstanding anything herein contained, either party shall have the right to terminate this Agreement forthwith upon the happening of all or any of the following events, namely:

  1. upon the other making any arrangement or composition with the general body of its creditors or having a winding-up order passed against it or any going into liquidation, voluntary or otherwise than for the purpose of reconstruction or amalgamation;
  2. upon any breach or default by the other of or in any of the terms, conditions or stipulations herein contained and it s failure for a period of not less than thirty days to remedy the same after the  receipt by it or written notice from the other in that behalf requiring it so to do.
  3. If Company terminates Business Partner From Distributor post in the event of non performance all the stock lying with distributor at that time will be   nonrefundable.
  4. At the time of any distribution termination business partner is liable to contribute the reversal money which was earned at the time of distributor appointment.

13.       EFFECTS OF TERMINATION

  1. On the expiry or earlier termination of this Agreement, the BUSINESS Partner shall forthwith return, deliver to PR all documents, correspondence books of accounts and records, literature, brochures, advertising literature and material, articles and affects, in its possession, custody or control relating or pertaining in any manner to this Agreement without making any copies thereof or extracts there from.
     
  2. On the expiry or sooner determination or purported determination fro any cause whatsoever of this Agreement, the BUSINESS Partner:
    1. Shall not, directly or indirectly, act or hold itself out in the manner whatsoever as the BUSINESS Partner, distributor or other representative of Power Recharge.
    2. Shall not deal as distributors or as representative or BUSINESS Partner of Power Recharge.
  1. shall promptly return to Power Recharge or other wise dispose of as Power Recharge directs ant stationary, books, register, promotion, advertising and other materials all other articles and effects whatsoever which are in possession, custody or control of PR and shall settle all accounts within 3 weeks from the date of termination.
  2. shall not directly or indirectly, use the name , business name, corporate name, trade name, trading style, trade marks, logos, devices, lettering, layout, color scheme or get up in any language, script, form, or representation, visual or oral otherwise which are or is in any way identical or similar to the said trade marks and / or any of them and /or which may in any way adversely effect or dilute the sole and exclusive right, title or interest of  in that behalf.

14. FORCE MAJEURE

 Neither party hereto shall be considered to be in breach of or default of its duties or Obligation hereunder if such default is caused by or the result of circumstances beyond the control of such party.

15. WAIVER

 Failure by either party to take any action or enforce its right of termination this Agreement following any breach of any terms and conditions thereof shall not be Deemed to be a waiver of the rights of or accruing to the other by such breach or in  continuation thereof  or any future breach of non –compliance.

16. SUPERCESSION OF AGREEMENT

 This   agreement   shall   be   deemed to   represent and constitute  the entire agreement                          Between the  parties and shall supersede cancel   and replace all   previous    agreement,  Arrangements or understandings between the  parties hereto   with respect to the subject matter hereof ,and no variation ,alteration or amendment of ties agreement shall be binding upon either party hereto unless made in writing and signed by duly authorised officers or representatives of the respective parties.

17.  RIGHTS AND OBLIGATIONS OF THE PARTIES.

All rights and remedies of the parties hereto or of either of them  hereunder shall be in Addition to all other legal rights and remedies belonging to such parties and the same shall be     deemed to be cumulative and not alternative to such legal rights and the remedies aforesaid   and it is herby expressly agreed and declared by and between the parties hereto that the determination of this agreement for any cause whatever shall be without prejudice to any and al rights and claims of either party hereto hereunder which  shall or may have accrued prior thereto.

  18. ASSIGNMENT

This agreement and the rights and benefits accruing to the BUSINESS partner are personal and the BUSINESS partner shall personally perform its duties and obligations hereunder and shall not sub-contract or assign the same or any part thereof to any other person whatsoever ; provider, however, that Power Recharge shall and shall be deemed to be entitled to assign any and all of its rights and benefits and liabilities duties and obligations to any third parties without the prior consent in writing of the BUSINESS partner in that behalf.

19.  AMENDMENTS AND VARIATIONS

None of the terms of this agreement may be varied or supplemented at any time expect at the sole instance of Power Recharge in accordance with the directions issued by Power Recharge from time to time.

20.  GOVERNING LAW AND JURISDICTION

This agreement shall be governed by and construed in accordance with the laws of India. Any dispute or difference at any time arising between the parties hereto related to this agreement, any and all proceedings in any such dispute or difference shall be held in_____________and the courts of competent jurisdiction at Berhampore shall have exclusive jurisdiction in the matter.

21.  NOTICES

All approvals , consents and notices hereunder to be given or served hereunder by either party hereto the other shall be deemed to have been duly given or served if the same shall have been delivered to, left for, or sent by air mail registered post by either party to the below address.

 

FOR Power Recharge                                                                                                   For Party Name

Power Recharge                                                                                                           Party Name

                                                                                                                                    Address 1

                                                                                                                                    Address 2

                                                                                                State

22.   COSTS

All costs , charges  and expenses incurred by the BUSINESS partner relating or incidental  to the sale or promotion  of the said products and the business , activities Or operations relating thereto shall, subject to any  express provisions to the contrary contained in this agreement , be borne and paid by the BUSINESS Partner

 23. REFUNDS

All refunds will be executed as per the Operator’s guidelines for the recharge done.

IN WITNESS WHEREOF the parties hereto executed these presents the day, month and year first hereinabove written.

THE SCHEDULE HEREINABOVE PREFERRED TO

(Rates and Particulars of the Discount Payable to the BUSINESS Partner)

SIGNED and DELIVERED BY -----------------------------------)

For and on behalf of the                                             )

With in named Power Recharge

In the presence of                                                        )

SIGNED and DELIVERED BY                                 )

For and on behalf of the

Within named

In the presence of                                                        )