THIS ONLINE AGREEMENT is executed and effective as on the day when the partner agrees to the terms and conditions mentioned in this document. the agreement is between:

QRkey, A brand under OrderFly Private Limited, a company incorporated under the Companies Act, 1956 and having its registered office address at 502 A-wing, Orchid Business Park, Military Road, Marol, Andheri East, Mumbai – 400059 (hereinafter referred to as “First Party” or “QRkey” which means and include, unless repugnant to the context or meaning thereof mean and include its liquidators, successors, receivers and assigns) of the ONE PART;

AND

The Individual/ Company registered for the affiliate program through the QRkey Website (hereinafter referred to as "Second Party" or “Partner” which means and include, unless repugnant to the context or meaning thereof mean and include its affiliates, assigns, liquidators, successors and permitted assigns) of the OTHER PART.

“First Party” or “QRkey” and “Second Party” or "Partner” are hereinafter individually and collectively referred to as “Party” and “Parties” respectively, as the context may require.

WHEREAS

QRkey has developed and is the owner of certain software through which it enables merchants to accept and process orders online and manually along with allied and associated services necessary for a smooth business operation with the help of our technology etc. (“Further referred to as QRkey Services”). QRkey is engaged in the business of providing Software as a service (SaaS) to business owners.

The Second Party is inter alia engaged in the business of technology consulting. The Second Party has agreed to introduce QRkey, to Merchants (defined hereinafter) who are procuring or are known to the partner personally, professionally, related to or use Partner’s services and in connection with the Merchant’s business and require QRkey Services.

QRkey agrees to provide QRkey Services to the Merchants subject to evaluation, and to that end the Second Party has agreed to partner with QRkey by marketing, assisting in signing up and integrating Merchants with QRkey Services.

The Parties have, after discussions, arrived at an arrangement wherein the Second Party shall endeavour to promote QRkey Services among Merchants (defined hereinafter), its natural and known market, clients and customers etc. The Parties have decided to enter into this Agreement to record their roles, responsibilities and obligations in connection with the rendering and procuring of the Services.

NOW, THEREFORE, in consideration of the mutual covenants and agreements outlined in this Agreement and for other good and valuable consideration, the sufficiency of which is acknowledged by the Parties, the Parties hereby AGREE as follows:

DEFINITIONS

Unless the context otherwise provides or requires, the following words and expressions used in this Agreement shall have the meaning as provided to them herein below:

“Agreement” means this agreement, including the recitals, schedules, appendices, annexures and exhibits and any amendments thereto from time to time.

“Business Day” means a day (other than Sunday, national holidays and bank holidays in the city of Mumbai, India) on which nationalized banks are generally open in Mumbai, India for the conduct of banking business and comprising of normal working hours.

“Confidential Information” shall mean all and any information:

- which either Party may have or have acquired before or after the date of this Agreement in relation to the Services and processes of either Party, any other related information, trade secrets and all other information designated as confidential by the Party from time to time;

- which either Party may have acquired before or after the date of this Agreement in relation to the customers, business, operations, financial conditions, assets or affairs of the other Party resulting from: negotiating this Agreement; or exercising its rights or performing its obligations under this Agreement; or which relates to the contents of this Agreement (or any agreement or arrangement entered into pursuant to this Agreement).

“Person” means any individual, firm, company, governmental authority, joint venture, partnership, association or other entity (whether or not having separate legal personality).

“Merchants” shall mean any person or entity introduced or referred to QRkey by the Second Party and such persons or entities who enter into agreements with QRkey for availing of QRkey Services.

“Customers” shall mean any person or entity who are availing services or products of the Merchant using QRkey Services.

“Onboarding” or “Integration” is the process that is required to be completed to enable a Merchant to be registered on QRkey’s platform pursuant to which the Merchant would be able to avail of QRkey Services.

“QRkey Subscription Fees” means the minimum rates set out in individual service proposals to merchants (Subject to change from time to time at QRkey Management Discretion) depending on the size and volume of operations of the merchant, that are chargeable by QRkey as consideration for QRkey Services.

“QRkey tech” shall mean a software product developed and owned by QRkey or OrderFly private limited.

TERMS

This Agreement shall be effective from the date of the execution of this Agreement (hereinafter referred as the "Effective Date"). The Agreement shall be valid, legal and binding on the Parties until terminated in accordance with terms of this Agreement.

SCOPE OF THE COLLABORATION

The Agreement shall come into effect from the Effective Date.

The Second Party shall register itself on QRkey platform and obtain the unique partner identification (“Unique ID”) issued by the platform upon registration.

Onboarding: In connection with Merchant Onboarding, the Second Party shall provide the necessary details pertaining to the software features and functionalities and enable the Merchant to use QRkey Software. The Partner shall also cause the Merchant to provide the necessary KYC documents as prescribed by QRkey. Second Party acknowledges that delivery of KYC documents is a prerequisite for Merchant Onboarding and that QRkey is entitled to refuse Merchant Onboarding on Second Party’s failure to obtain KYC documents. QRkey may also refuse to onboard merchants for other reasons including but not limited to the profile and reputation of the merchant, operational volumes, the geographic location etc. Simultaneous with the Onboarding process, the Partner shall communicate the Licence and renewal fees applicable to the Merchant for availing QRkey services.

It is further agreed between the Parties that simultaneous with the Onboarding being facilitated by the Second Party, the Second Party shall communicate to the Merchants the requirement of the Merchants signing an agreement with QRkey (“Merchant Agreement”) and such Merchant Agreement would govern the terms and conditions inter se the Merchants and QRkey in relation to provision and use of QRkey Services including but not restricted to the Platform Fees. QRkey reserves the right to either not activate QRkey Services or suspend QRkey Services if a Merchant does not enter into a Merchant Agreement with QRkey. The Partner shall communicate its ‘no-objection’ to QRkey signing the Merchant Agreement with the Merchants.

The Second Party agrees that as part of the Onboarding, QRkey will conduct a verification process on all Merchants before or simultaneous with the Onboarding process and the Second Party shall assist QRkey in conducting the verification.

QRkey SERVICES

QRkey shall provide its services solely based on the terms and conditions of the agreement executed with the merchants/sub-merchants.

Notwithstanding anything mentioned in this clause, QRkey does not make any representations express or implied about the suitability of QRkey Services for the merchant’s/sub-merchant’s business.

The Second Party agrees that the customizations, if any, carried out for and on behalf of any merchant/sub-merchant by QRkey within the scope of QRkey Services, shall be Intellectual Property Rights of QRkey and such additional modifications can be used by such merchant/sub-merchant only upon obtaining due permission, in writing by QRkey.

Except as provided under this Agreement, no other rights as such are granted to the Second Party under this Agreement.

PARTNER SERVICES

The Partner shall endeavour to identify suitable merchants and refer them to QRkey from time to time.

The Partner shall create and establish a suitable partner program containing the service offerings of QRkey and make the program available to the target audiences in its natural market, its customers, merchants, etc. in order to facilitate the customers, merchants, etc. to use QRkey products and services.

The Partner shall not engage in any activity or perform any act which may disparage QRkey or cause the Partner’s customers, merchants, etc. not to consider QRkey products and services or in any manner disincentivize procuring of QRkey products and services.

QRkey FEE

In consideration for the QRkey Services, Merchant shall pay QRkey Subscription fees in full and in advance before availing QRkey Services.

In consideration for the Merchant referrals by the Second Party, QRkey shall pay a commission or fee (“Service Fees”) as specified in Part A of Annexure I.

Second Party will raise a monthly invoice for the Service Fees and QRkey shall pay the Service fees within thirty (30) days of receiving an invoice from Second Party and such payments shall be subject to applicable taxes as per the provisions of applicable law.

Any other entitlement to Partner’s fee in addition to the Service Fees, is shared in the Annexure I.

CONFIDENTIALITY

Confidentiality Obligation

Both Parties shall keep confidential (and ensure that its officers, employees, agents, affiliates and professional and other advisers keep confidential) any Confidential Information. Both Parties shall not, and shall procure that none of their directors, officers, employees, agents, affiliates or professional advisers shall use Confidential Information for any purpose other than for the provision of Services and for performance under this Agreement.

Exceptions from Confidentiality Obligations:

The obligation of confidentiality under this Clause does not apply to:

information which is independently developed by a Party or acquired from a third party to the extent that it is acquired otherwise than as a result of a breach of this Clause and with the right to disclose the same;

the disclosure of information to the extent required to be disclosed by any applicable law, any governmental authority to whose rules, orders or decrees a Party is subject, any stock exchange rule or regulation or any binding judgment, order, rule or requirement of any court, arbitral tribunal or other competent authority;

the disclosure (subject to Clause 6.3) in confidence to the Party’s officers, employees or agents of information required to be disclosed for a purpose incidental to the Agreement;

Information which comes within the public domain (otherwise than as a result of a breach of any clause of this agreement).

Employees, Agents and Advisers or any other persons:

Both Parties shall inform any officer, employee or agent or any professional or other adviser advising it in relation to the matters referred to in the Agreement, or to whom it provides Confidential Information, that such information is confidential and shall instruct them to keep it confidential; and not to disclose it to any third party (other than those persons to whom it has already been disclosed in accordance with the terms of the Agreement).

Any breach of this Clause by any person to whom such Information was disclosed will be considered as breach of this Clause by the Party which disclosed the Confidential Information to the concerned person.

Return of Confidential Information

If the Agreement terminates, the disclosing Party may by notice require the recipient Party to promptly return all Confidential Information.

return all documents containing Confidential Information which have been provided by or on behalf of the Party demanding the return of Confidential Information; and

destroy any copies of such documents and any document containing or made from or with reference to the Confidential Information and take all reasonable steps to expunge all Confidential Information from any computer, word processor or other device containing Confidential Information.

DATA, SYSTEM SECURITY AND COMPLIANCES

Security: Both Parties shall ensure that there are proper encryption and security measures at their respective websites to prevent any hacking into information pertaining to transactions contemplated under this Agreement.

Security Requirements: In availing the Services, the Parties declare, assure and undertake to abide by the relevant security standards/ regulations/ requirements/guidelines which would be applicable to the conduct of the transactions contemplated under this Agreement, including, without limitation, (a) regulatory provisions as may be applicable from time to time, (b) security measures and resultant hardware/ software upgrade required for the purpose of ensuring security of Transactions in the course of performance of this Agreement (c) maintenance, protection and confidentiality of transaction data as may be imposed by any regulatory or standards authority including pursuant to PCI DSS, as applicable, and any modifications to or replacements of such programs that may occur from time to time.

TERMINATION

Either Party (“Terminating Party”) may terminate this Agreement on the occurrence of any of the following events:

Immediately, if the non-Terminating Party is declared insolvent or bankrupt or is unable to pay its debts or makes a composition with its creditors;

Immediately, if the non-Terminating Party is dissolved or wound up compulsorily or if an order made or an effective resolution is passed for the winding up of the such non-Terminating Party;

In case of any material breach of this Agreement by the non-Terminating Party, after giving one month’s prior written notice to the non-Terminating Party to rectify such breach and the non-Terminating Party is unable to rectify such breach within such time.

Either Party may terminate this Agreement for convenience at any time with one month’s prior written notice.

LIMITATION OF LIABILITY

In no event shall either Party be liable to the other Party for any consequential loss or damage or loss of profit, business, revenue, goodwill or anticipated savings arising out of the performance of the Services contemplated in this Agreement.

NOTICES AND CONTRACT REPRESENTATIVES:

Any notice provided for in this Agreement shall be in writing and shall be (i) first transmitted by electronic transmission, and then confirmed by postage, prepaid registered post with acknowledgement due or by recognized courier service; or (ii) sent by postage, prepaid registered post with acknowledgement due or by recognized courier service, to the relevant party at its address set out below:

In the case of notices to the First Party:

Addressed to:

502 A wing, Orchid Business Park, Military Road, Marol, Andheri East, Mumbai – 400059

In the case of notices to the Second Party: Addressed to:

As per provided in the Registration form by the partner. All notices shall be deemed to have been validly given on (i) the business day immediately after the date of transmission with confirmed answer back, if transmitted by facsimile; or (ii) in case sub-clause (i) does not apply, the expiry of 7 (seven) business days after posting, if sent by post. Either Party may, from time to time, change its address or representative for receipt of notices provided for in this Agreement by giving to the other Parties not less than 10 (ten) days’ prior written notice.

ASSIGNMENT AND SUB-CONTRACTING:

Neither Party shall assign this Agreement or any of its rights and obligations hereunder, without the prior written consent of the other Party. Any such attempted assignment without consent shall be null and void. A Party may assign, without such consent, its rights and obligations under this Agreement to: (i) an affiliate; or (ii) any entity which acquires all or substantially all of its capital stock or assets related to this Agreement through purchase, merger, consolidation, or otherwise. Any assignment in violation of the foregoing shall be void.

This Agreement is and shall be binding upon and inure to the benefit of both Parties and their respective legal representatives, successors and permitted assigns with respect to all covenants herein.

CORPORATE AUTHORITY/FURTHER ASSURANCES

Each Party represents that it has taken all necessary corporate action to authorize the execution and consummation of this Agreement and will furnish the other Party with satisfactory evidence of same upon request. Each Party agrees to negotiate in good faith the execution of such other documents or agreements as may be necessary or desirable for the implementation of this Agreement and the effective execution of the transactions contemplated hereby, and shall continue to do so during the Term of this Agreement.

FORCE MAJEURE

In the event either Party (the “Prevented Party”) is prevented from performing its obligations under this Agreement by force majeure, such as earthquake, typhoon, flood, public commotion, torrential rains, heavy winds, storms or other acts of nature, fire, terrorist acts, threatened terrorists acts, explosion, acts of civil or military authority including the inability to obtain any required approvals or permits, strikes, riots, war, plagues, other epidemics, or other unforeseen events beyond the Prevented Party’s reasonable control (an “Event of Force Majeure”), neither Party shall be responsible for any damage, increased costs or loss which the other Party may sustain by reason of such a failure or delay of performance, and such failure or delay shall not be deemed a breach of this Agreement. The Prevented Party shall take reasonable means to minimize or remove the effects of an Event of Force Majeure and, within the shortest reasonable time, attempt to resume performance of the obligations delayed or prevented by the Event of Force Majeure.

 

DISPUTE RESOLUTION

All disputes arising out of or in relation to this Agreement, including any question regarding its existence, validity or termination, which cannot be amicably resolved by the Parties within 15 days of being brought to their attention, shall be settled by arbitration governed by the provisions of Arbitration and Conciliation Act, 1996. The venue/seat of Arbitration shall be Mumbai and the language of arbitration shall be English. A dispute shall be deemed to have arisen when either Party notifies the other Party in writing to that effect.

GOVERNING LAW AND JURISDICTION

This Agreement, the construction and enforcement of its terms and the interpretation of the rights and duties of the Parties hereto shall be governed by the laws of India and shall be subject to the jurisdiction of courts in Mumbai. This Agreement is executed in English language which shall prevail over any translation thereof.

NON-COMPETE & NON-SOLICITATION

During the Term and for a period of sixty (60) months from the completion of the Term or earlier termination of the Agreement, the Second Party shall not directly or indirectly solicit, entice away or engage for itself or any third party any employees, agents, customers, merchants, vendors or consultants of QRkey.

COMPLIANCE WITH LAWS

Each Party hereto agrees that it shall comply with all applicable laws in performing its obligations hereunder. If at any time during the Term of this Agreement, a Party is informed or information comes to its attention that it is or may be in violation of any applicable law (including any ordinance, regulation, code order, decree, judgment of any court, tribunal or other authority having competent jurisdiction), that Party shall immediately take all appropriate steps to remedy such violation and comply with such law, regulation, ordinance, code order, decree, judgment in all respects. Further, each Party shall establish and maintain all proper records (including, but without limitation, accounting records) required by any law, code of practice or corporate policy applicable to it from time to time.

SUCCESSORS:

This Agreement binds the successors and assigns of the respective Parties with respect to all covenants herein, and cannot be changed except by written agreement signed by both Parties.

SEVERABILITY:

In the event any one or more of the provisions of this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unaffected, and the invalid, illegal or unenforceable provision(s) shall be replaced by a mutually acceptable provision(s), which being valid, legal and enforceable, comes closest to the intention of the Parties underlying the invalid, illegal or unenforceable provision(s).

HEADINGS

The headings in this Agreement are for purposes of reference only and shall not in any way limit or otherwise affect the meaning or interpretation of any of the terms hereof.

 

COUNTERPARTS

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all of which, when taken together, shall constitute one and the same instrument.

MODIFICATION, AMENDMENT, SUPPLEMENT OR WAIVER

No modification, amendment, supplement to or waiver of this Agreement or any of its provisions shall be binding upon the Parties hereto unless made in writing and duly signed by the Parties or Party against whom enforcement thereof is sought.

A failure or delay of any Party to this Agreement to enforce at any time any of the provisions of this Agreement or to exercise any option which is herein provided, or to require at any time performance of any of the provisions hereof, shall in no way be construed to be a waiver of such provisions of this Agreement.

ENTIRETY OF AGREEMENT

This Agreement together with all Recitals, Appendices, Exhibits, Schedules, Attachments and Addenda (as applicable) attached hereto constitute the entire agreement between the Parties and supersedes all previous agreements, promises, representations, understandings and negotiations, whether written or oral, between the Parties with respect to the subject matter hereof.

FURTHER ASSURANCES AND INTERPRETATION:

Each Party agrees to perform (or procure the performance of) all further acts and things (including the execution and delivery of, or procuring the execution and delivery of, all deeds and documents that may be required by law or as may be necessary, required or advisable, procuring the convening of all meetings, the giving of all necessary waivers and consents and the passing of all resolutions and otherwise exercising all powers and rights available to them) to implement and give effect to this Agreement.

Save as otherwise provided herein, nothing herein contained shall constitute or be deemed to constitute any agency or partnership between or amongst any of the Parties to this Agreement and no Party to this Agreement shall therefore act or hold itself out as agent or partner of any other Party hereto.

As this is an electronic agreement, no signatures are required. Accepting the terms and conditions would be considered binding.

 

ANNEXURE I

Partner Commission

Partners will be eligible to receive a fixed referral and onboarding bonus of Rs. 1000 for each referral on boarded successfully.

Partners will also be eligible to a commission value of 3% when merchants referred and onboarded by the partner renews QRkey Services in the subsequent year.