AGREEMENT

Flyremit Pvt Ltd

AND

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AGREEMENT

This Agreement (“Agreement”) is made and entered on the ____, 2021 between:

{{DMCRegistrationMdl.DMC_Name}}, a Company incorporated in {{DMCRegistrationMdl.SelectedCountry}} and having its office at {{DMCRegistrationMdl.Company_Business_Address}} hereinafter called Overseas Tour Operators - “OTO”, which expression shall unless repugnant to the context or meaning thereof be deemed to mean and include its successors and assigns.

AND

Flyremit Pvt. Ltd., a company registered under the Companies Act, 1956 and having its office at 2nd FLOOR, NO 73/A DODDATHOGUR VILLAGE, BEGUR HOBLI, Electronics City Phase 1, Bengaluru, Karnataka 560100, hereinafter referred to as “FLYREMIT” (includes its successors and permitted assigns) through its Authorized Representative Mr. Abdul Hadi Shaikh - Director, which expression shall unless repugnant to the context means and include its successors and assigns.

OTO and FLYREMIT are hereinafter collectively referred to as “Parties” and individually as “Party”.

WHEREAS

OTO is constituted as a company involved in tour operator business overseas and solicits business from Indian resident travel agents and customers from India.FLYREMIT is authorised by the RBI wide its approval letter FED.CO.EPD.415/21.52.009/2020-21 to act as Third Party Collection Agent for Non- resident Merchants for collecting proceeds from Indian Users/ travel agents for spends related to Travel services in association with a Global Bank (in its capacity as Authorised Dealer Category I).

I. OTO has approached Flyremit to appoint Flyremit as a Third Party Collection Agent and to use its online platform Flyremit.com to collect its sales proceeds related to travel services from Indian Resident travel agents/travelers/others.

NOW THIS AGREEMENT WITNESSES THAT:

1. Scope of Services

This agreement will cover collection of sale proceeds of the OTO related to travel services from Indian residents and have it remitted to the OTO in its designated overseas bank account, subject to extant provisions of the Reserve Bank of India (RBI) for such transactions.

2. Term and Termination

(a) This Agreement is entered into for an indefinite period of time. This Agreement may be terminated by OTO by giving 30 day's notice in writing to the other and by OTO by giving thirty day's notice, provided that, in the event of a termination for cause, the breaching party shall have the right to cure the breach within the notice period if the breach is capable of remedy.

(b) Either Party may terminate this Agreement with immediate effect upon written notice to other Party if either Party determines that (a) a governmental, regulatory, or professional entity, or an entity having the force of law has introduced a new, or modified an existing, law, rule, regulation, interpretation, or decision, the result of which would render either Party’s performance of any part of the Agreement illegal or otherwise unlawful or in conflict with independence or professional rules, or (b) circumstances change (including, without limitation, changes in ownership of the either Party or any of its affiliates) such that either Party’s performance of any part of this Agreement would be illegal or otherwise unlawful or in conflict with independence or professional rules.

(c) Upon termination, the pro-rata Fee / Commission, if any, shall be forthwith refunded by FLYREMIT to OTO or Vise Versa by way of bank transfer to the bank account as shall be specified by OTO / FLYREMIT.

(d) Upon such termination, FLYREMIT shall return and cause to be delivered to OTO all confidential information belonging to OTO in its possession and in respect of such of those confidential information, not capable of delivery, destroy the same with the consent of OTO as the case may be.

3. Consideration

(a) For the set up and usage of FLYREMIT platform by OTO, FLYREMIT will be entitled to:

(i) One-time set up and usage fee of USD 499.

(ii) This fee will become due upon signing this agreement and before commencement of transactions on Flyremit.com.

(b) A processing fee of 1% of all INR amounts collected (pay in).

4. Obligations of FLYREMIT

FLYREMIT agrees to perform the following activities and provide the following resources:

(a) On board the OTO on Flyremit

FLYREMIT shall carry out the onboarding of the OTO in compliance with its AML policy in place requiring KYC of the OTO. Flyremit will obtain, review and approve the onboarding documentation of the OTO including conducting a KYC check on the OTO. The OTO will be onboarded subject to Flyremit’s compliance team’s acceptance/approval.

(b) Set up a Virtual INR collection account for the OTO

FLYREMIT will set up a virtual collection account for the OTO. This account will receive all payments (pay in) from OTO’s Indian Resident customers. All such pay in payments will be subject to Flyremit’s AML process of clearance and will be available to OTO only post such AML clearance.

Only permitted credits will be accepted in the Virtual INR Collection account. If the pay in transaction is found to be not in compliance with Flyremit’s AML process of clearance, the amounts so collected, will be refunded back to the payer (OTO’s customer), less of Flyremit’s transaction processing fee.

(c) Pay in transactions credit update:

FLYREMIT shall within a span of 30 minutes, update the OTO dashboard with the pay in transaction credit update. Each such pay in credit will have a status attached to it.

PRE - Flyremit’s AML process of clearance:

These are payments which have been made and received into the OTOs Virtual INR Collection account from OTOs customer(s). Since these are just credits and not been cleared by Flyremit’s AML compliance process, they will be reflected as “Payment Received – Pending Approval ’’ (to be shown under ‘Current Invoice’ Tab)

POST - Flyremit’s AML process of clearance:

These are payments which have been made and received into the OTOs Virtual INR Collection account from OTOs customer(s) and have been cleared by Flyremit’s AML compliance process. They will be reflected under the “Clear Funds” tab of the OTO dashboard.

These funds are ready to be transferred to the OTO’s Overseas registered bank account.

(d) OTOs pay in customer support:

FLYREMIT will set up a virtual collection account for the OTO. This account will receive all payments (pay in) from OTO’s Indian Resident customers. All such pay in payments will be subject to Flyremit’s AML process of clearance and will be available to OTO only post such AML clearance.

Only permitted credits will be accepted in the Virtual INR Collection account. If the pay in transaction is found to be not in compliance with Flyremit’s AML process of clearance, the amounts so collected, will be refunded back to the payer (OTO’s customer), less of Flyremit’s transaction processing fee.

(e) Ensure payment settlements (pay out):

To the OTO Overseas bank Account:

FLYREMIT shall, through its RBI approved partnership with an Authorized Dealer Category I bank, ensure timely credit of funds to the registered OTO bank account overseas. These remittances will be subject to approval by the partner Authorized Dealer Category I bank in line with the extant RBI rules and guidelines in effect at the time of the remittance.

Such remittance will be on a net basis i.e. after deducting Flyremit’s commission.

Refunds to OTO’s customer:

If the pay in transaction by the OTO’s customer is found to be defective due to any reason, including KYC defect as per Flyremit’s AML policy, they will be refunded back to the OTO’s customer, less of Flyremit’s transaction processing fee. All such refunds will be indicated on the OTO’s dashboard.

It is being agreed by both parties that the timely credit of funds could be hampered/delayed/refunded back to authorized dealer due to compliance issues raised by remittance processing / intermediary banks which are governed by international AML laws. These circumstances may result in delay, request for further clarification or non-credit of funds on a timely basis and will be considered outside the scope of control FLYREMIT. In all such events, FLYREMIT shall timely communicate to the OTO of such occurrences and extend all support to resolve the situation.

Under no circumstances does FLYREMIT guarantee receipt of funds in OTO’s registered overseas bank account.

FLYREMIT’s scope under this agreement is limited to collecting funds from OTO’s Indian resident customer from India and passing the transaction to the authorized dealer for onward remittance to the OTO’s registered overseas bank account.

(f) Hold cleared funds in Escrow:

Flyremit is obligated by its RBI authorisation and agreement with its partner AD Bank, to hold cleared funds in escrow for the benefit of the OTO. Such funds will either be remitted to the OTO’s registered overseas bank account or refunded to the pay in customer upon the explicit instruction of the OTO.

Such instructions will be obtained by Flyremit from the OTO through the OTO’s dashboard.

Such funds will be held in the Escrow INR collection account for a maximum of 30 calendar days. In the absence of any instruction from the OTO, if the funds exceed the 30 calendar day period of being held in the INR Collection account, such funds will be refunded to the pay in customer, less of Flyremit’s transaction processing fee.

The OTO will be intimated of the same on its dashboard.

5. Obligations of OTO

(a) Submit all relevant KYC for account activation:

OTO shall complete all relevant self KYC and other documentation/declarations as per Flyremit’s prevailing AML policy for activating their account on FLYREMIT.

OTO agrees that the declaration(s) and any information submitted to Flyremit at the time of onboarding and subsequently there after (as required) are bona fide and are true to the best of knowledge of the OTO.

(b) Process only Travel services payments:

OTO shall only request for collection of such invoices which are:

For services which are related to overseas travel of Indian Residents

Comply with the local regulations of conducting such a business

(c) Inform all its customers in India of its acceptance of payment through FLYREMIT

The OTO shall through various channels available at its disposal shall intimate its partner travel agents/customers of its acceptance of payments in INR on the FLYREMIT portal.

(d) Issue vouchers to pay in customer:

OTO shall issue service vouchers to its customers upon receipt of successful payment(s) in FLYREMIT’s INR Collection account, subject to it being reflected under the ‘clear funds’ tab

6. Proprietary rights

(a) The intellectual property rights relating to the products developed by FLYREMIT shall remain with FLYREMIT and OTO shall not acquire any rights over such property. FLYREMIT shall retain proprietary rights over all of its products designed and developed by it irrespective of the fact that OTO has provided its assistance and provided its support for its development.

(b) FLYREMIT shall use OTO Name / Logos on its portals and marketing materials as appropriate from time to time.

(c) All clients/travel agents relationships introduced by OTO will not be exclusive to the OTO and FLYREMIT is free to work with them independently.

(d) This Clause shall survive termination of this Agreement for whatever reason.

7. Non-Exclusivity

During the term of this Agreement, both OTO and Flyremit are entitled to enter into arrangements with any other web portals or companies for rendering similar services, which may be in direct or indirect competition to OTO or Flyremit for such services.

8. Promotion

OTO may promote the FLYREMIT INR Collection Mechanism and its service offering to its customers.

OTO will not use the name/logo/reference of Flyremit’s partner AD Bank in any manner whatsoever except for indicating the Bank account details for pay in transaction of the customer. For avoidance of doubt, it is clarified that this clause is a material part of this agreement.

9. Confidentiality

(a) FLYREMIT and OTO mutually acknowledge that it or its employees may in the course of performing their obligations and responsibilities under this Agreement, be exposed to or acquire information which is proprietary to or confidential to FLYREMIT / OTO or their sponsors, joint venture partners, affiliates or clients or to third parties (“Confidential Information”) to whom FLYREMIT / OTO owes a duty of confidentiality. Any and all non-public information of any form obtained by FLYREMIT/OTO or its employees, agents, representatives shall be deemed to be confidential and proprietary information. FLYREMIT/ OTO agree to hold such information in confidence and not to use or disclose such information for any purpose whatsoever other than as contemplated by this Agreement and to advise each of its employees, agents, representatives who may be exposed to such proprietary and confidential information of their obligations hereunder. The obligations of confidentiality in this clause shall not apply to any Confidential Information:

(i) which shall have come into the public domain without fault on the part of the recipient; or

(ii) which is disclosed to the recipient or is known to or received by it prior to it entering into this Agreement; or

(iii) disclosed to any statutory or regulatory body, or court of competent jurisdiction having the legal right or duty to obtain or require the Confidential Information.

(b) FLYREMIT shall maintain confidentially of all remitter/agent data from the OTO’s competitors and shall be bound to not disclose the working relationship between the remitter and the respective OTO.

(c) This Clause shall survive termination of this Agreement for whatever reason.

10. Breach of Agreement

FLYREMIT’s Breach

(a) In the event that FLYREMIT commits a breach of any of the covenants, representations, warranties or other terms and conditions of this Agreement or defaults in the performance of any of its obligations under this Agreement and has failed to cure the said breach within the notice period as required by OTO, FLYREMIT shall be held in default and OTO shall be entitled to forthwith terminate this Agreement.

(b) Notwithstanding the right to terminate, in the event of a material breach of FLYREMIT, its agents, representatives which may cause any loss and / or damage to OTO, whether monetary, reputational, or otherwise, OTO shall have the right to claim penalty from FLYREMIT which shall be limited to a maximum of INR 100,000.

OTO’s Breach

(c) In the event that OTO commits a breach of any of the covenants, representations, warranties or other terms and conditions of this Agreement or defaults in the performance of any of its obligations under this Agreement and has failed to cure the said breach within the notice period as required by FLYREMIT, OTO shall be held in default and FLYREMIT shall be entitled to forthwith terminate this Agreement.

Notwithstanding the right to terminate, in the event of a material breach of OTO, its agents, representatives which may cause any loss and / or damage to FLYREMIT, whether monetary, reputational, or otherwise, FLYREMIT shall have the right to claim penalty from the OTO.

11. No Actions, Suits or Proceedings

OTO hereby represents that there is no pending suit, action, litigation, investigation, claim, complaint, proceeding, investigation or controversy, whether civil or criminal, before any court, arbitrator, mediator, or Governmental Authority in relation to its business and to the best of its knowledge, no such litigation has been threatened FLYREMIT has not received any notice from any Governmental authority to the effect that such Governmental authority is contemplating or considering commencing litigation with FLYREMIT.

12. Independent Contractors:

FLYREMIT and OTO are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.

13. Indemnity

(a) Each Party agrees to indemnify and hold the other and its directors, officers and employees (“Indemnified Party”) harmless from and against all actions, suits proceedings, costs (including legal costs), claims, demands, charges, expenses, losses and liabilities howsoever arising (unless due to fraud, gross negligence, willful misconduct or willful default of the other) in consequence of or in any way related to the Indemnified Party acting under the terms of this Agreement in good faith and discharging its representations as agreed herein. The benefit of this indemnity shall survive any termination or expiration of the Agreement and is in addition to any rights, which any Indemnified Person may have at law.

This indemnity shall be limited to a maximum of INR 100,000 on both parties.

14. Partial invalidity

If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

15. Entire Agreement

This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter. Each of the parties acknowledges that in entering into this Agreement it has not relied on any oral or written representation, warranty or other assurance (except as provided for or referred to in this Agreement) and waives all rights and remedies which might otherwise be available to in respect thereof, except that nothing in this Agreement will limit or exclude any liability of a party for fraud.

16. Remedies and waivers

No failure to exercise nor any delay in exercising on the part of any party, any right or remedy under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

17. Force Majeure

Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement (excluding indemnification obligations) if and to the extent that the delay or failure is caused by a Force Majeure event.

The term “force majeure” as used herein shall mean any event which is beyond the control of the party in question and those contingencies referred to in the definition of force majeure pursuant to the United Kingdom and Indian laws, including, but not limited to, the following matters:

(a) fire, explosion, breakdown of plant, strike, lockout, labour dispute, casualty or accident, lack or failure of transportation facilities, epidemics, cyclone, flood, drought, lack or failure of sources of supply or labour, raw materials, power or supplies; or

(b) War, revolution, civil commotion, acts of public enemies, blockage or embargo; or

(c) Any law, order, proclamation, regulation, ordinance, demand or requirement of any government or of any subdivision, authority or representative of any such government; or

(d) Any other causes whatsoever, whether similar or dissimilar to those above enumerated, beyond the control of such Party.

If any circumstances as described above occur, the Party not being able to perform its obligations will inform the other Party as soon as reasonably practicable.

18. No Assignment

Neither Party may assign any right or obligation of this Agreement without the prior written consent of the other, such consent not to be unreasonably withheld.

19. Amendments

Any amendment to any of the terms or conditions of this Agreement shall be in writing and signed by both parties.

20. Notice

Any notice or communication from one party to the other shall be in writing and either personally delivered or sent via facsimile or certified mail, postage pre paid and return receipt requested addressed, to such other party at the address specified below or such other address as either party may from time to time designated in writing to the other party.

If to OTO:

Attn: 

Telephone: 

Email: 

If to FLYREMIT:

Attn: Mr. Abdul Hadi Shaikh

Address: 2nd FLOOR, NO 73/A DODDATHOGUR VILLAGE, BEGUR HOBLI, Electronics City Phase 1, Bengaluru, Karnataka 560100

Telephone: +91-80- 4168 5738

Email: Sales@FLYREMIT.COM

21. Governing Law

This Agreement shall be governed by the Indian laws.

22. Arbitration

Any dispute, controversy or claim arising out of or in connection with this Agreement, and all its subsequent amendments, including without limitations the formation, validity, binding effect, interpretation, performance, breach or termination shall be finally settled by arbitration in accordance with the English law as in force on the date on which the Request for Arbitration is filed. The Arbitral Tribunal constituted pursuant to this Agreement shall consist of three arbitrators, one to be appointed by each Party and the third, who shall act as the Umpire of the Tribunal, to be appointed by the two arbitrators appointed by each Party or failing a consensus thereto, by the ICC International Court of Arbitration. In any case, due to the subject-matter, the parties agree upon that the Chairman of the Arbitral Tribunal shall be an expert in e-commerce and foreign currency exchange, unanimously acknowledged as experienced and competent within the community of capital markets businessmen. It is hereby agreed that the dispute, controversy or claim shall be decided in accordance with laws of India as well as the usages observed and complied within the capital market community to whom the parties belong. The place of arbitration shall be India, and the language to be used in the arbitration proceedings shall be English.

23. Counterparts

This Agreement is executed in two counter parts and each Party has been delivered one original.

IN WITNESS WHEREOF the parties hereto have hereunto set and subscribed their respective hands on the day and the year appearing hereinabove written.

Signed, Sealed and Delivered for and on behalf of

Flyremit Pvt Ltd

by Mr. Abdul Hadi Shaikh, Director

Signed, Sealed and Delivered for and on behalf of

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by …………………………………………………