TERMS AND CONDITIONS

Terms and Conditions for Appointment as Retailer / Distributor / Master Distributor

These Terms and Conditions (“Terms”) govern the commercial arrangement between Rudr Payments Tech Pvt. Ltd., a company incorporated under the applicable laws of India and operating under the brand name “Rudr Pay” (hereinafter referred to as “Rudr Pay”, “Company”, “we”, “us”, or “our”), and the individual, entity, Retailer, Distributor, or Master Distributor appointed by the Company (hereinafter referred to as “Partner”, “Retailer”, “Distributor”, or “Master Distributor”).

These Terms shall apply to and govern the appointment, operation, commercial relationship, rights, responsibilities, obligations, and termination of the Retailer/Distributor/Master Distributor arrangement.

By submitting an application, registering on the Rudr Pay Platform, accepting appointment, or commencing business activities, the Partner acknowledges that they have read, understood, and agreed to these Terms and Conditions.

1. OPERATION OF THE RETAILER / DISTRIBUTOR / MASTER DISTRIBUTOR OUTLET

1.1 Provision of Services

During the Term of appointment, the Retailer/Distributor/Master Distributor shall provide, market, promote, distribute, and facilitate such products and services of Rudr Pay as may be expressly authorized by the Company.

The Partner may perform such activities through its employees, officers, agents, representatives, or authorized personnel, subject to these Terms and Conditions and the policies issued by Rudr Pay from time to time.

Rudr Pay reserves the right, at any time, to modify, amend, add, remove, suspend, or alter the list of services, products, processes, procedures, systems, technology, and operational requirements applicable to the Partner.

The Partner shall be bound by all such modifications and amendments communicated through the Platform, written communication, email, circular, or other official communication channels.

1.2 Authorized Services Only

The Retailer/Distributor/Master Distributor shall only market, sell, distribute, promote, or provide such Rudr Pay products and services as are expressly authorized by the Company.

Appointment as a Retailer, Distributor, or Master Distributor does not automatically grant the right to offer any product or service that may be available through other partners or may be introduced in the future.

Rudr Pay may, at its sole discretion, authorize additional services from time to time.

The Company reserves the right to discontinue, suspend, restrict, or withdraw any service from any Outlet without assigning any reason, subject to applicable laws and contractual obligations.

1.3 Infrastructure and Equipment

The Retailer/Distributor/Master Distributor shall arrange and maintain, at its own cost, all infrastructure, equipment, connectivity, devices, and facilities necessary for providing Rudr Pay Services.

Such infrastructure may include, but is not limited to:

  • Computer systems and terminals.

  • Printers and peripheral devices.

  • Internet and broadband connectivity.

  • Mobile phones and smartphones.

  • GPRS-enabled devices.

  • Biometric devices, where applicable.

  • Micro-ATM or mPOS devices, where authorized.

  • Compatible operating systems and browsers.

  • Any other equipment specified by Rudr Pay.

The Partner shall ensure that all devices used for Rudr Pay Services are properly registered, approved, and compatible with the Company’s software and systems.

No unauthorized device shall be used to access or operate Rudr Pay Services.

The Partner shall prominently display Rudr Pay branding, signage, logos, and promotional material at the Outlet in accordance with the Company’s branding guidelines.

1.4 Online Transactions Only

All transactions must be initiated, processed, recorded, and completed through the official Rudr Pay Platform, software, portal, API, or authorized application.

The Partner shall not conduct any offline, manual, unauthorized, or unrecorded transactions on behalf of Rudr Pay.

The Partner shall strictly refrain from:

  • Issuing fake or unauthorized receipts.

  • Creating false transaction records.

  • Processing transactions outside the Rudr Pay system.

  • Misrepresenting transaction status.

  • Manipulating customer or transaction data.

  • Conducting fraudulent or unauthorized financial activities.

Any unauthorized offline transaction, fraudulent activity, manipulation, or misuse of the Rudr Pay Platform may result in immediate suspension or termination of the Partner’s account.

The Company reserves the right to initiate appropriate civil, criminal, or legal proceedings in accordance with applicable laws of India.

1.5 Licenses and Approvals

The Retailer/Distributor/Master Distributor shall obtain and maintain all licenses, registrations, permits, approvals, and permissions required under applicable laws for operating its business and providing authorized services.

All costs, government fees, license charges, taxes, and incidental expenses related to such approvals shall be borne by the Partner.

The Partner shall comply with all applicable KYC, AML, tax, consumer protection, data protection, and financial regulations relevant to its activities.

1.6 Business Hours

The Partner shall keep the Outlet operational during normal business hours as permitted by applicable law and as reasonably required for providing the authorized services.

Rudr Pay may communicate specific operational requirements from time to time.

1.7 Permitted Use of Outlet

The Outlet shall be used only for legitimate business purposes and authorized Rudr Pay Services.

The Partner shall not permit or conduct any activity at the Outlet that:

  • Violates applicable law.

  • Is fraudulent or misleading.

  • Is obscene, defamatory, threatening, abusive, or offensive.

  • Promotes illegal activities.

  • May harm the reputation of Rudr Pay.

  • May adversely affect customers or other business partners.

1.8 Training and Promotional Support

Rudr Pay may, at its discretion, provide training manuals, operational guidelines, technical support, brochures, pamphlets, posters, signage, promotional materials, and other assistance to the Partner.

All materials supplied by the Company shall be used strictly for authorized Rudr Pay business purposes.

The Partner shall not modify, reproduce, distribute, or use Company-provided materials for any unauthorized purpose.

1.9 Non-Interference with Other Partners

The Retailer/Distributor/Master Distributor shall not intentionally interfere with, poach, encroach upon, or disrupt the business operations of other Rudr Pay Retailers, Distributors, or Master Distributors.

The Partner shall conduct its business fairly and professionally and shall not engage in activities that may unfairly prejudice the business interests of neighboring or affiliated partners.

2. DEFINITIONS AND INTERPRETATION

Unless the context otherwise requires, the following terms shall have the meanings assigned below:

“Applicable Law”

Means all applicable laws, statutes, rules, regulations, notifications, circulars, guidelines, directions, orders, and instructions issued by the Government of India, State Governments, regulatory authorities, statutory bodies, courts, tribunals, and other governmental authorities having jurisdiction over the parties or the transactions contemplated under these Terms.

This includes, where applicable, laws relating to payment systems, banking services, consumer protection, data protection, prevention of money laundering, taxation, cyber security, and financial services.

“Applicant”

Means any individual aged eighteen (18) years or above, or any eligible legal entity, who applies to become a Retailer, Distributor, Master Distributor, Business Associate, or user of Rudr Pay Services.

“Company Rules”

Means all policies, procedures, operational guidelines, codes of conduct, compliance requirements, pricing policies, commission structures, and other instructions issued by Rudr Payments Tech Pvt. Ltd. from time to time through the Platform or official communication channels.

“Consumer”

Means an end customer or individual who avails products or services facilitated, distributed, or provided through Rudr Pay or its authorized service providers.

“Governmental Authority”

Means any government, ministry, department, regulatory authority, statutory body, court, tribunal, local authority, law enforcement agency, or other authority exercising governmental, judicial, legislative, regulatory, or administrative functions.

“INR”

Means Indian Rupees, the lawful currency of the Republic of India.

“Intellectual Property”

Means all intellectual property rights owned, licensed, developed, or used by Rudr Pay, including:

  • Software and source code.

  • Applications and portals.

  • Trademarks and service marks.

  • Brand names and logos.

  • Trade names and business names.

  • Graphics, designs, images, and promotional materials.

  • Website content.

  • Manuals and documentation.

  • Business processes and methodologies.

  • Confidential information.

  • Proprietary technology and systems.

“Partner”

Means a Retailer, Distributor, Master Distributor, Merchant, Business Associate, Agent, Franchise Partner, or any other authorized representative appointed by Rudr Pay.

“Services”

Means the products, services, and solutions made available by Rudr Pay from time to time, including AEPS, DMT, Recharge, BBPS, Bill Payment, UPI QR, Merchant Services, API Solutions, Financial Services, and other authorized services.

“Tax”

Means all applicable taxes, GST, cess, levies, duties, fees, deductions, withholding taxes, and other governmental charges imposed under applicable laws.

“Term”

Means the period commencing from the Effective Date until termination or expiry of the appointment in accordance with these Terms.

3. ACCEPTANCE AND APPOINTMENT

3.1 Effective Date

These Terms shall come into force from the date of acceptance of the Retailer/Distributor/Master Distributor Application Form or online registration approval by Rudr Payments Tech Pvt. Ltd.

The Partner shall commence business operations within thirty (30) days from the date of approval, unless otherwise specified by the Company.

3.2 Acknowledgement and Understanding

The Partner acknowledges that before applying for appointment, they have had sufficient opportunity to understand:

  • The nature of Rudr Pay’s business.

  • The services available in their area.

  • Infrastructure and equipment requirements.

  • Financial obligations.

  • Commercial terms.

  • Business risks.

  • Applicable laws and compliance requirements.

The Partner confirms that the appointment is being accepted voluntarily and after due consideration.

3.3 Appointment

Subject to these Terms and Conditions, Rudr Payments Tech Pvt. Ltd. appoints the Partner as a Retailer, Distributor, or Master Distributor for the purpose of marketing, promoting, distributing, and facilitating authorized Rudr Pay Services.

The appointment shall be valid only for the registered Outlet address and territory specified in the application or approval documents.

3.4 Change of Address

The Partner shall not change the registered business address, Outlet location, or operational territory without prior written approval from Rudr Payments Tech Pvt. Ltd.

Any unauthorized change may result in suspension of services or termination of appointment.

3.5 Termination by Company

Rudr Pay may withdraw, suspend, or terminate the appointment by providing one month’s written notice.

However, in cases involving fraud, misconduct, regulatory violations, misuse of the Platform, non-payment, security risks, or material breach of these Terms, the Company may take immediate action without prior notice, subject to applicable law.

3.6 Representation and Authority

The Partner may represent itself as an “Authorized Rudr Pay Retailer”, “Authorized Rudr Pay Distributor”, or “Authorized Rudr Pay Master Distributor”, as applicable.

However, the Partner shall not represent itself as:

  • An employee of Rudr Payments Tech Pvt. Ltd.

  • A director or officer of the Company.

  • A legal representative of the Company.

  • A partner authorized to bind the Company.

  • A person authorized to enter into contracts on behalf of Rudr Pay.

The Partner shall not make any false, misleading, or unauthorized representation regarding its relationship with Rudr Pay.

3.7 Business Model Acknowledgement

The Partner acknowledges that Rudr Pay operates as a digital financial services and technology facilitator and distributor.

Certain products and services may be owned, operated, processed, or delivered by third-party banks, NBFCs, payment networks, service providers, or authorized partners.

Rudr Pay makes reasonable efforts to provide reliable and uninterrupted services but does not guarantee uninterrupted availability of third-party services.

Services may be affected by:

  • Banking system interruptions.

  • Payment gateway downtime.

  • Technical maintenance.

  • Internet connectivity issues.

  • Regulatory restrictions.

  • Third-party service provider failures.

  • Force majeure events.

The Partner shall conduct business considering such operational possibilities.

4. PAYMENTS, FEES, WORKING CAPITAL AND COMMISSIONS

4.1 Registration or Onboarding Fee

The Partner may be required to pay a registration, onboarding, activation, franchise, or other applicable fee as per the commercial terms communicated by Rudr Payments Tech Pvt. Ltd.

Unless specifically agreed in writing, such fees shall be non-refundable.

4.2 Working Capital

The Partner may be required to maintain working capital or transaction balance with Rudr Pay or through an authorized channel designated by the Company.

The working capital shall be used for facilitating authorized transactions and services.

The required minimum balance may be revised from time to time based on business requirements, transaction volume, risk management, or operational policies.

4.3 Transaction Limit

The Partner’s transaction capacity may be determined based on available wallet balance, working capital, credit limit, compliance status, and applicable risk controls.

Transactions exceeding the available limit may be blocked or restricted automatically.

The Company reserves the right to revise transaction limits based on operational, regulatory, or risk-related considerations.

4.4 Commission and Earnings

The Partner shall be eligible to receive commissions, incentives, or margins for eligible transactions and services as per the applicable commercial terms published or communicated by Rudr Pay.

Commission rates may vary depending on:

  • Service type.

  • Transaction volume.

  • Partner category.

  • Business performance.

  • Applicable taxes.

  • Service provider policies.

  • Commercial agreements.

Commission structures may be revised from time to time by the Company.

The commission displayed in the Rudr Pay Portal or communicated through official channels shall be considered applicable for the relevant period.

4.5 Prices and Customer Charges

All service charges, transaction fees, prices, discounts, and customer charges shall be determined by Rudr Pay or the relevant service provider.

The Partner shall not independently alter, manipulate, or misrepresent the approved pricing structure.

The Partner shall not offer unauthorized discounts, incentives, subsidies, or promotional schemes without prior written approval from Rudr Pay.

4.6 Taxes

All applicable taxes, including GST and other government levies, shall be payable in accordance with applicable laws.

The Partner shall be responsible for its own tax registrations, filings, returns, and compliance obligations.

Payments and commissions may be subject to applicable tax deductions or withholding requirements.

4.7 Operational Costs

All expenses related to the operation of the Partner’s business shall be borne by the Partner, including:

  • Rent.

  • Electricity.

  • Internet.

  • Staff salaries.

  • Equipment.

  • Travel expenses.

  • Marketing and promotion expenses.

  • Office maintenance.

  • Government fees and licenses.

4.8 Inactivity Charges

Rudr Pay may introduce inactivity, maintenance, platform, subscription, or other applicable charges based on commercial policies.

Any such charges shall be communicated to the Partner through appropriate official channels.

4.9 Set-Off Rights

Rudr Payments Tech Pvt. Ltd. reserves the right, subject to applicable law and contractual obligations, to adjust outstanding dues, penalties, reversals, disputed amounts, or other payable sums from commissions, balances, settlements, or amounts payable to the Partner.

5. EMPLOYEES, AGENTS AND PERSONNEL

5.1 Responsibility for Employees

The Partner shall be solely responsible for all employees, agents, representatives, and personnel engaged by it.

This includes payment of salaries, wages, statutory contributions, and compliance with applicable labor laws.

5.2 Acts and Omissions

The Partner shall be responsible for all acts and omissions of its employees, agents, representatives, and authorized personnel.

Any misconduct, fraud, unauthorized transaction, or violation committed by such personnel may be treated as a breach by the Partner.

5.3 Training and Compliance

The Partner shall ensure that its employees and personnel receive appropriate training regarding:

  • Customer handling.

  • KYC procedures.

  • Data privacy.

  • Fraud prevention.

  • Transaction security.

  • Rudr Pay operational policies.

  • Applicable legal requirements.

6. EXCLUSIVITY AND NON-COMPETE

6.1 Business Conduct

During the Term of appointment, the Partner shall conduct its Rudr Pay business honestly, professionally, and in accordance with these Terms and applicable laws.

The Partner shall not misuse Rudr Pay’s confidential information, technology, customer data, or business opportunities for unauthorized commercial purposes.

6.2 No Misrepresentation

The Partner shall not use the Rudr Pay name, brand, logo, intellectual property, or business identity for promoting unrelated or unauthorized services.

6.3 Fair Competition

The Partner shall not engage in any activity intended to harm Rudr Pay, its authorized partners, customers, or business operations.

Any restrictive arrangement shall be interpreted only to the extent permitted by applicable laws.

7. INTELLECTUAL PROPERTY RIGHTS

All trademarks, logos, brand names, software, portals, applications, content, manuals, designs, systems, and other intellectual property related to Rudr Pay shall remain the exclusive property of Rudr Payments Tech Pvt. Ltd. or its respective licensors.

The Partner is granted a limited, non-exclusive, non-transferable, revocable right to use authorized Rudr Pay intellectual property solely for the purpose of conducting approved business activities.

The Partner shall not:

  • Copy or reproduce Rudr Pay software.

  • Reverse engineer or modify the Platform.

  • Use Rudr Pay trademarks without permission.

  • Register similar domain names or trademarks.

  • Create misleading websites or applications.

  • Claim ownership over Company intellectual property.

Upon termination, the Partner shall immediately stop using all Rudr Pay branding, software, signage, promotional materials, and intellectual property.

8. CONFIDENTIALITY

The Partner shall maintain strict confidentiality regarding all confidential information received from Rudr Pay.

Confidential information may include:

  • Customer information.

  • Transaction data.

  • Pricing and commission structures.

  • Business strategies.

  • Technology and software information.

  • API credentials.

  • Commercial agreements.

  • Partner information.

  • Operational processes.

The Partner shall not disclose confidential information to unauthorized persons during or after the Term of appointment.

9. DATA PROTECTION AND CUSTOMER PRIVACY

The Partner shall comply with all applicable data protection, privacy, KYC, AML, and information security requirements.

The Partner shall:

  • Collect only necessary customer information.

  • Obtain required consent where applicable.

  • Maintain confidentiality of customer data.

  • Avoid storing sensitive information unnecessarily.

  • Prevent unauthorized access to customer information.

  • Immediately report data breaches or security incidents to Rudr Pay.

The Partner shall not sell, misuse, disclose, or commercially exploit customer information.

10. COMPLIANCE AND PROHIBITED ACTIVITIES

The Partner shall not use Rudr Pay Services for:

  • Fraudulent transactions.

  • Money laundering.

  • Terrorist financing.

  • Unauthorized banking activities.

  • Identity theft.

  • Fake KYC documentation.

  • Unauthorized fund transfers.

  • Cybercrime.

  • Illegal activities.

  • Misleading customers.

  • Manipulation of transaction records.

The Company reserves the right to suspend or terminate accounts involved in suspicious or prohibited activities.

The Company may report suspicious activities to relevant authorities where required by law.

11. AUDIT AND INSPECTION RIGHTS

Rudr Payments Tech Pvt. Ltd. may, where reasonably necessary and subject to applicable laws, conduct audits, inspections, verification, or reviews of the Partner’s operations.

The Partner shall cooperate and provide relevant records, documents, transaction information, and explanations when requested.

Failure to cooperate may result in suspension or termination.

12. CUSTOMER COMPLAINTS AND DISPUTE RESOLUTION

The Partner shall assist Rudr Pay in resolving customer complaints, disputes, transaction issues, and service-related concerns.

The Partner shall not make unauthorized commitments, refunds, compensation promises, or representations on behalf of Rudr Pay.

All disputes relating to transactions shall be handled in accordance with the applicable policies and procedures of Rudr Pay and the relevant service provider.

13. SUSPENSION AND TERMINATION

Rudr Payments Tech Pvt. Ltd. may suspend or terminate the Partner’s appointment if:

  • The Partner breaches these Terms.

  • Fraudulent or suspicious activities are detected.

  • KYC or compliance requirements are not fulfilled.

  • The Partner fails to pay applicable dues.

  • The Partner misuses Company property or branding.

  • The Partner provides false information.

  • The Partner violates applicable laws.

  • The Partner causes reputational or financial harm to Rudr Pay.

Upon termination:

  • Access to the Platform may be disabled.

  • All Rudr Pay branding must be removed.

  • Confidential information must be returned or deleted where applicable.

  • Outstanding dues shall become payable.

  • The Partner shall cease representing itself as an authorized Rudr Pay Partner.

14. LIMITATION OF LIABILITY

To the maximum extent permitted by law, Rudr Payments Tech Pvt. Ltd. shall not be liable for indirect, incidental, special, consequential, or business losses arising from the use or inability to use the Platform.

The Company shall not be responsible for service interruptions caused by:

  • Banks.

  • NBFCs.

  • Payment gateways.

  • Internet service providers.

  • Telecom operators.

  • Government authorities.

  • Regulatory restrictions.

  • Third-party technology providers.

  • Force majeure events.

Nothing in these Terms shall exclude liability that cannot legally be excluded under applicable law.

15. INDEMNIFICATION

The Partner agrees to indemnify and hold harmless Rudr Payments Tech Pvt. Ltd., its directors, employees, officers, affiliates, and authorized representatives from claims, losses, damages, liabilities, penalties, costs, and expenses arising from:

  • Breach of these Terms.

  • Fraudulent or unauthorized activities.

  • Violation of applicable laws.

  • Misuse of Company intellectual property.

  • Misrepresentation to customers.

  • Negligence or misconduct.

  • Unauthorized use of the Platform.

  • Actions of employees, agents, or representatives of the Partner.

16. FORCE MAJEURE

Neither party shall be liable for failure or delay in performing obligations caused by events beyond reasonable control, including:

  • Natural disasters.

  • Floods.

  • Earthquakes.

  • Fire.

  • War.

  • Terrorist attacks.

  • Government restrictions.

  • Internet failures.

  • Cyberattacks.

  • Banking system failures.

  • Regulatory changes.

  • Other unforeseen circumstances.

The affected party shall make reasonable efforts to resume normal operations as soon as practicable.

17. NOTICES AND COMMUNICATION

All official notices, updates, amendments, operational instructions, and commercial communications may be provided through:

  • Registered email address.

  • Registered mobile number.

  • Rudr Pay Portal.

  • Mobile Application.

  • Official website.

  • Written communication.

  • Authorized communication channels.

The Partner shall ensure that its contact information remains accurate and updated.

18. MODIFICATION OF TERMS

Rudr Payments Tech Pvt. Ltd. reserves the right to modify, amend, or update these Terms and Conditions from time to time.

Any revised Terms may be published on the Rudr Pay website, portal, application, or communicated through official channels.

Continued use of the Platform or services after publication of revised Terms shall constitute acceptance of the updated Terms.

19. GOVERNING LAW AND JURISDICTION

These Terms and Conditions shall be governed by and interpreted in accordance with the laws of India.

Subject to applicable law, courts having competent jurisdiction in Uttar Pradesh, India, shall have jurisdiction over disputes arising from or relating to these Terms and Conditions.

20. ENTIRE AGREEMENT

These Terms and Conditions, together with the application form, commercial terms, policies, and other written agreements entered into between the parties, constitute the complete understanding between Rudr Payments Tech Pvt. Ltd. and the Partner regarding the appointment and operation of the Retailer/Distributor/Master Distributor relationship.

In case of conflict, the specific written agreement executed between the parties shall prevail to the extent of such conflict.

21. SEVERABILITY

If any provision of these Terms is found to be invalid, unlawful, or unenforceable, the remaining provisions shall continue to remain valid and enforceable to the maximum extent permitted by law.

22. WAIVER

Failure or delay by Rudr Payments Tech Pvt. Ltd. in enforcing any provision of these Terms shall not constitute a waiver of its rights under these Terms.

23. CONTACT INFORMATION

Rudr Payments Tech Pvt. Ltd.

Brand Name: Rudr Pay

Registered Office: Uttar Pradesh, India

Email: support@rudrpay.com

Website: www.rudrpay.com

PARTNER ACKNOWLEDGEMENT

I/We hereby confirm that I/We have carefully read, understood, and agreed to all the Terms and Conditions governing the appointment as a Rudr Pay Retailer/Distributor/Master Distributor.

I/We acknowledge that the information provided during registration and onboarding is true, accurate, and complete.

I/We agree to comply with all applicable laws, Rudr Pay policies, operational guidelines, and commercial terms communicated from time to time.

Partner Name: ______________________________

Partner Type: Retailer / Distributor / Master Distributor

Registered Business Name: ______________________________

Registered Address: ______________________________

Mobile Number: ______________________________

Email Address: ______________________________

Signature: ______________________________

Date: ______________________________

Company Authorized Signatory: ______________________________

For Rudr Payments Tech Pvt. Ltd.