GENERIC TERMS AND CONDITIONS
1) DEFINITIONS
i) "The Agreement" means the CORPORATE SALARY ACCOUNT AGREEMENT, including all schedules to the Agreement and all amendments thereof executed by and between the Employer and the Bank.
ii) "API License Documentation" shall mean the terms and conditions as set out in Schedule II of the Agreement and other documentation in relation to limited license of the Bank's API granted by the Bank to the Employer for the purposes of inter alia integrating the Platform with Bank's API.
iii) "Applicable Law" shall mean all applicable statutes, laws, bye-laws, regulations, ordinances, policies, treaties, rules, notifications, circulars, directions, permits, guidelines, requirements, licenses, rule of law, and/or decrees, judgments, injunctions, writs or orders of any court of record / Authority, or any similar form of decision, or determination by, or any interpretation or administration of any of the foregoing by any Authority, as amended from time to time.
iv) "Authority" shall mean any national, supranational, regional or local governmental department, commission, board, bureau, agency, regulatory authority, tribunal, agency, instrumentality or entity, court or other judicial or administrative body, central, state, provincial or local, having jurisdiction over the matter or matters in question.
v) "Bank's API" shall mean the Bank's application programming interface(s), any accompanying or related software development kits, tools, documents, or any content specifically made available to the Employer for the purposes of the Corporate Salary Account Facility (as defined below), in accordance with the Agreement and the API License Documentation.
vi) "Business Day" shall mean a day which is not a Sunday or a public holiday for the purposes of Section 25 of the Negotiable Instruments Act, 1881, and on which banks are open in the normal course of business in Mumbai or such other relevant place where the relevant branch of the Bank is located in, India.
vii) "Confidential Information" shall mean all tangible and intangible information obtained/received/gained/developed or disclosed to or accessed (whether intentionally or inadvertently) by the Employer and/or to the Employer's Staff, including all details, documents, Data, passwords of any nature, business of the Bank, customer information, transaction records, whether proprietary or non-proprietary, financials and/ or operational information, know-how, structure and documentation, Intellectual Property Rights and/or software rights, interest and knowledge, information described as proprietary or designated as confidential information, information disclosed to the Employer by any third party which information the Employer is obligated (whether by any relevant law or otherwise) to treat as confidential information, and the Bank's practices and trade secrets and such other information that the Bank may consider confidential, including any information in relation to or of the Bank's affiliate, customers or any third party.
viii) "Corporate Salary Account Facility" shall mean zero balance salary account facilities offered by the Bank, at its sole discretion and in accordance with Bank's internal policies, to the Employees in the form of Savings Account through digital means by way of integration of the Platform with the Bank's API in accordance with the Agreement including for the avoidance of doubt, the API License Documentation.
ix) "Data" shall mean a representation of information, knowledge, facts, concepts, opinions or instructions which are being prepared or have been prepared in a formalised manner, and is intended to be processed, is being processed or has been processed, communicated and interpreted, whether manually by human beings or by automated means or in a computer system or computer network, and may be in any form (including hand-written document, computer printouts, virtual, magnetic or optical storage media, punched cards, punched tapes) or stored internally in the memory of the computer, including but not limited to any Intellectual Property Rights and Personal Data.
x) "Data Protection Laws" shall mean and include the applicable national and international legislation and regulations relating to the protection of Data including Personal Data and processing, storage, usage, collection and/or application of such Data including Personal Data or privacy of an individual including (without limitation):
(a) The Digital Personal Data Protection Act, 2023 (as amended from time to time) and the rules and regulations framed thereunder;
(b) The Information Technology Act, 2000 (as amended from time to time), including the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 and any other applicable rules framed thereunder; and
(c) All other Applicable Laws.
xi) "Employee" shall mean any person employed as an 'employee' in full time or part-time service with the Employer, and receiving salary from the Employer on a periodical basis.
xii) "Employee Information" shall mean the following information relating to the Employee in connection with the Corporate Salary Account Facility of the Employees as collected and/or generated by the:
(a) Employer and shared with the Bank: (i) name, (ii) date of birth, (iii) mobile number, (iv) salary, (v) pay grade scale; and
(b) Bank and shared with the Employer: (i) Savings Account number, (ii) IFSC code; (iii) name of the account holder; (iv) special offer (on a case to case basis); and (v) validation of status of creation of Savings Account on a real time basis.
xiii) "Employer's Staff" shall mean all the Employer's officials, directors, employees, workmen / workers, consultants, retainers, advisors, campaign personnel, Tele-Marketing Executives (TMEs) & field sales personnel, namely, Direct Sales Executives (DSEs) or Business Development Executives (BDEs), and subject to Clause 9 (e), contractors, sub-contractors contractual workers / employees, agents, representatives, personnel, apprentices, trainees, probationers, casual workers, sub-agents, nominees, representatives, designees, who are engaged by the Employer in relation to integration of the Platform with the Bank's API.
xiv) "Intellectual Property Rights" shall mean and include all patents, utility models, trademarks, service marks, logos, trade and business names, registered designs, design rights, copyright and neighbouring rights, database rights, domain names, semi-conductor topography rights, inventions, software, websites and website content, trade secrets, confidential information of all kinds and other similar proprietary rights which may subsist in any part of the world and, whether registered or not, including, where such rights are obtained or enhanced by registration, any registration of such rights and rights to apply for such registrations anywhere in the world.
xv) "Personal Data" shall mean any Data about an individual who is identifiable by or in relation to such Data.
xvi) "Personal Data Breach" means any unauthorised Processing of Personal Data or accidental disclosure, acquisition, sharing, use, alteration, destruction or loss of access to Personal Data (or any part thereof), that compromises the confidentiality, integrity or availability of Personal Data;
xvii) "Platform" shall mean a platform available as an online channel through website, mobile app etc. that is owned and operated by the Employer.
xviii) "Processing" means any operation or set of operations which is performed on any data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, indexing, sharing, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. The term "Process" and "Processed" shall be construed accordingly;
xix) "Salary Account Documentation" shall mean the customer on-boarding documentation, or any agreements, instruments, undertakings, indentures, deeds, writings and other documents (as amended, restated or modified from time to time) (a) executed or entered into, or to be executed or entered into, by the Employees with the Bank in relation, or pertaining, to the opening/creation of and operation of the Corporate Salary Account Facility; and/or (b) designated as 'Salary Account Documentation' by the Bank, from time to time.
xx) "Savings Account" shall mean a savings account opened with the Bank.
a) The Agreement shall continue for an initial period of the number of months or years as set out in Schedule I of the Agreement, from the Effective Date and may be renewed in writing thereafter, on such terms and conditions and for such further term, as the Parties may agree, unless terminated in accordance with Clause 2 (b).
b) The Parties may terminate the Agreement, forthwith, upon written notice to the other Party under the following circumstances:
i) if, the other Party (a) commits a breach of the Agreement; and/or (b) acts or omits to act in manner that results in negligence and/or breach of its obligations or its representations or warranties' and/or (c) commits fraud or engages in any other illegal or unethical activities and/or;
ii) if termination is required for any regulatory reasons or to ensure compliance with Applicable Laws.
iii) Notwithstanding the above, the Agreement may be terminated by either Party by giving the other Party 90 (ninety) days' prior written notice without assigning any reason.
c) The provisions of this Clause 2 shall not preclude the Parties from availing recourse to any other remedies available to it under any statute or otherwise, at law or in equity.
d) Upon the termination or expiration of the Agreement for any reason whatsoever, each Party shall immediately:
(i) cease representing any association with other Party.
(ii) discontinue using name and/ or intellectual property of the other Party.
(iii) return/destroy all Confidential Information of the Disclosing Party (defined herein below) as instructed to the Receiving Party and provide a certificate of compliance to the Disclosing Party.
(iv) retain Personal Data only for the Purpose and also in accordance with the provisions of Applicable Law including Data Protection Laws and all such retention shall be subject to compliance of the confidentiality obligations as specified under the Agreement.
e. Notwithstanding any termination, cancellation, expiration, or other conclusion of the Agreement, the Receiving Party (defined herein below) shall be bound to maintain the confidentiality of all of the Confidential Information of Disclosing Party (defined herein below).
f. The expiry or termination of the Agreement shall be without prejudice to the accrued rights and obligations of the Parties.
Each Party hereby represents and warrants that:
a. It is a corporation, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization;
b. It has all requisite legal and corporate power to execute and perform the Agreement;
c. It has no agreement or understanding with any third party that interferes with or will interfere with its performance of its obligations under the Agreement;
d. It has obtained and shall maintain all rights, approvals and consents necessary to perform its obligations under the Agreement;
e. It has taken all action required to make the Agreement a legal, valid, and binding obligation, enforceable against such Party.
The Parties hereby agree and acknowledge that a due, adequate and valid consideration for the Parties to get into the Agreement including undertaking obligations hereunder is the expectation of the Parties to derive benefits in terms of its growth and better employee experience and customer convenience as a result of entering into the arrangement contemplated under the Agreement. The Parties hereby agree that no further consideration shall be payable by one Party to the other Party and the Parties herein acknowledge irrevocably the receipt, sufficiency and adequacy of the consideration for the Agreement and its obligations.
Each Party acknowledges that any and all of the Intellectual Property Rights subsisting in or belonging to the other Party are and shall remain the property of such Party, and neither Party shall, during or at any time after the expiry or termination of the Agreement, in any way question, dispute, assert, or attempt to do any of the foregoing with respect to such Intellectual Property Rights of the other Party. Each Party agree to protect and not to use or cause to be used, directly or indirectly, any of the Intellectual Property Rights of the other Party in any forms of communications with a third party or in any other manner whatsoever without the prior written permission of the other Party.
a. Each Party recognises, accepts and agrees that the Confidential information disclosed by one Party ("Disclosing Party") to the other Party and/or it's staff ("Receiving Party") may be privy to and/or receive from the Disclosing Party shall be treated as absolutely confidential and shall not be disclosed or transmitted to any person without obtaining prior written consent of the Disclosing Party.
b. The Receiving Party irrevocably agrees, undertakes and ensures that, it shall:
i. access the Confidential Information and shall ensure that it's staff (who is bound by similar confidentiality obligations) access the Confidential information, strictly on need-to-know basis and not to disclose the same to anyone without prior written consent of the Disclosing Party.
ii. not access, use, transfer or store Confidential Information except as permitted or directed by the Disclosing Party and/or as required under Applicable Law including Data Protection Laws, with prior notice to the Disclosing Party.
iii. retain the Confidential Information so long as the same is necessary for the Purpose (defined herein below) and/or as required under Applicable Law including Data Protection Laws.
iv. not transfer Confidential Information outside India or shall not allow person outside India to have access to it, without the prior written approval of the Disclosing Party.
v. notify immediately and in writing to the Disclosing Party any unauthorized access, use, or disclosure of Confidential Information by it or its staff.
vi. if required under the Applicable Law including Data Protection Laws and/or under the order or direction of any judicial/ quasi-judicial/ regulatory / statutory body or authority to disclose Confidential Information, then, the Receiving Party shall immediately notify the Disclosing Party of it having received such a request or order or direction, as the case may be, to disclose, so as to enable the Disclosing Party to protest or seek relief from such disclosure.
vii. return or irreversibly destroy all Confidential Information upon the Disclosing Party's request in writing and within the prescribed timelines mentioned in the request; unless otherwise required under Applicable Law including Data Protection Laws.
viii. In the event of a breach or threatened breach by the Receiving Party of this Clause 6, without prejudice to any other rights or remedies available to the Disclosing Party hereunder or under Applicable Law, the Disclosing Party shall be entitled to injunctive relief in addition to monetary damages to restrain the Receiving Party from any such breach, threatened or actual
ix. All Confidential Information shall be maintained during the term of the Agreement and for a minimum period of 5 (five) years (or such longer duration as may be instructed by the Disclosing Party) after the termination or expiry of the Agreement, whichever is earlier, unless otherwise required under the Applicable Law including Data Protection Laws
a. The Agreement shall be governed by, and construed in accordance with, the laws of India and subject to Clause 7 (b) and 7 (c) below, the courts/tribunals at Mumbai, India shall have exclusive jurisdiction on the subject matter of the Agreement and both the Parties hereto submit to the same.
b. In the event of any dispute, difference of opinion and/or claims between the Parties arising out of or in connection with the Agreement or with regard to performance of any obligations by either Party, the Parties hereto shall use their best efforts to resolve and settle such disputes or differences of opinion or claims amicably by mutual negotiation, within 15 (fifteen) days from the date of receipt of communication of such dispute, difference or claim from disputing Party.
c. In case the disputes or differences or claims are not settled amicably as provided in Clause 7 (b) above, such disputes, differences and/or claims shall be referred to the arbitration of a sole arbitrator to be appointed by the Parties mutually, which arbitration shall be held at Mumbai, India or subject to Applicable Law, such other place as may be determined by the Bank, and shall be governed by the Arbitration and Conciliation Act, 1996. In case of failure in appointment of the sole arbitrator within 15 (fifteen) days of request of appointment of arbitrator being initiated by either Party, the arbitrator shall be appointed in accordance with the provisions of the Arbitration and Conciliation Act, 1996. The arbitration proceedings shall be conducted in English language. The award passed by the arbitral tribunal shall be final and binding on the Parties. The cost of such arbitration shall be borne by the losing Party or otherwise as determined in the arbitration award.
a. All notices, approvals, instructions, demand and other communication given or made pursuant to the provisions of the Agreement shall be in writing, in English, and maybe given or made by hand delivery to the parties at the address or email mentioned in Schedule I of the Agreement.
b. Any notice shall conclusively be deemed to have been received upon receiving the successful transmission report, if sent by post or reputable overnight courier, 5 (Five) business days from the time of posting, if sent by airmail, or at the time of delivery, if delivered by hand or if sent by email, 1 (One) Business Day from the date of the email.
a. Entire Agreement. The Agreement constitutes the entire CORPORATE SALARY ACCOUNT AGREEMENT and GENERIC TERMS AND CONDITIONS executed electronically or physically between the Parties and supersedes all previous agreements, promises, proposals, representations, emails, understanding and negotiations, whether written or oral, between the Parties pertaining to the subject matter hereof.
b. Amendment and Waiver. No modification, amendment or waiver to the Agreement, or any provisions thereof will be binding upon the Parties unless agreed by representatives of both Parties in writing. At no time will any failure or delay by either Party in enforcing any provisions, exercising any option, or requiring performance of any provisions, be construed to be a waiver of same.
c. Severability. If any term, provision, or part of the Agreement is to any extent held invalid, void, or unenforceable, the remainder of the Agreement will not be impaired or affected thereby, and each term, provision and part will continue in full force and effect and will be valid and enforceable to the fullest extent permitted by law.
d. Survival. Any provision of the Agreement, which by their very nature survive termination or expiration of the Agreement will survive termination or expiration of the Agreement and continue in full force and effect including Clauses 2 (d) (Consequences of Termination), 5(Intellectual Property Rights), 6 (Confidentiality), 7 (Governing Law, Jurisdiction and Arbitration), 8(Notices), and 9 (Miscellaneous) of the General Terms and Conditions and Clause 5 (Data Protection) of the Agreement.
e. Assignment. Neither Party shall, without the prior written consent of the other Party, assign, delegate, pledge or otherwise transfer the Agreement or any of its rights or obligations under the Agreement, to any individual, person, or entity, whether voluntarily or by operation of law. Any assignment made without any such consent will be void and of no effect as between the Parties.
f. Independent Parties. The relationship between the Parties shall be on a principal-to-principal basis and nothing contained in the Agreement shall create, constitute, or evidence any partnership, agency, joint venture, trust or employer/employee relationship between the Parties and a Party may not make, or allow to be made, any representation that such relationship exists between the Parties.
g. Counterparts. The Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, and which shall together constitute one Agreement. Signatures sent by electronic means (facsimile or scanned and sent via electronic email or signed by electronic signature service where legally permitted) shall be deemed original signatures.