Mihuru for Business Terms
About Mihuru
Who we are. Mihuru,a company with legal nameiTraveleo Private Limited,is a private limited company incorporated in India under the Companies Act 2013 with corporate identification number U74999MH2016PTC288272 having its registered office at 3A, Harmony, Dr. E Moses Road, Worli Naka, Worli, Mumbai 400018
Regulator.Loan facilities are provided by Monedo Financial Services who is authorised and regulated by the Reserve Bank of India. Mihuru acts as a credit intermediary and not a lender.
Contacting us.To contact us telephone our customer service team at +91-99301 33163 or emailpartners@mihuru.com. How to give Mihuru formal notice of any matter under the Contract is set out in paragraph 20 of Schedule 1 (General Terms).
This Partner Agreement
- Our Responsibilities
We will provide the Credit Line Facility to each Customer that you introduce to Mihuru via our Finance Partner unless we decline the relevant Finance Application for any reason (we have the right to do this in our sole discretion).
We will stipulate the form that each new Credit Agreement and Payment Plan Agreement must take and we may update such form from time to time.
- Partner Responsibilities
This section sets out your responsibilities as a Partner. You must comply with these at all times throughout the term of this Agreement.
You must observe and comply with the current versions of:
- any Partner procedure guide specified by Mihuru for a certain method of purchase from time to time.
You must comply with the Marketing Commitments set out in Schedule 7.
You must comply with all Applicable Law and not do anything which would cause us to be in breach of any Applicable Law when introducing Customers to us, when performing your obligations under this Agreement, or otherwise in connection with your receipt or use of our Services. In particular, your operation and procedures and all documentation, correspondence, notices and advertisements you use or issue must comply with Applicable Laws and must not cause us to breach Applicable Law.
You must, as soon as you become aware of the matter, notify us in writing:
- if you breach any Applicable Law or are investigated for any such breach;
- if you or any employee, agent or subcontractor connected with Agreement is charged with or convicted of any offence involving dishonesty;
- if, at any time, Control of the Partner is acquired by any person or group of connected persons not having control of the Partner on the Start Date;
- if any fact or circumstance which you reasonably consider may materially interrupt or cause any material adverse effect on your ability to comply with your obligations under this Agreement; and/or
- in the event that any Regulatory Body takes or threatens to take any action which affects or is likely to materially affect your continuing ability to perform your obligations under this Agreement, provide such information, and carry out such acts, as is reasonably and lawfully requested by us in connection with the same.
- only using employees who are suitably qualified, adequately trained and capable of performing such obligation in respect of which he or she is engaged; and
- in accordance with all reasonable instructions and/or directions given by us from time to time.
You shall offer the Services to your customers on an exclusive basis and shall not during the term of this Agreement offer or promote, or permit any third party to offer or provide services similar to the Services to your customers, whether online or in-store.
- Sale Agreement
You agree that you are solely responsible for ensuring that you have in place an appropriate Sale Agreement for the Product(s) with the Customer. You must comply with the terms of each Sale Agreement, including, ensuring that all Products are supplied and delivered to the Customer in accordance with the Sale Agreement.
- Changes to bookings
You acknowledge and agree that we have the right to issue a Cancellation Instruction to you in respect of a Customer’s purchase, booking or reservation of a Product with you in the event that a Customer breaches their Finance Agreement for such Product. You agree that you will immediately cancel the relevant purchase, booking or reservation of the Product made by a Customer pursuant to their Sale Agreement with you if we issue a Cancellation Instruction to you in respect of such Product. You must also provide us with all reasonable assistance in investigating or processing any Cancellation Instruction.
- Settlement Funds
For each completed transaction validly executed and authorised by a Customer, Mihuru will pay the applicable Settlement Funds through direct Bank transfer or other method as mutually agreed within 10 days of the completed transaction.
- System Access and Security
We do not guarantee that the System will be available at all times but we will use reasonable endeavours to ensure that the System will be made available to you and your Customers at all times except in the circumstances where Permitted Down Time is required.
Permitted Down Time shall be limited to suspension under paragraph 15 and any suspension of the System necessary:
- to enable Mihuru to comply with an order or request from the Government, any competent regulatory body or other competent administrative authority; or
- to enable Mihuru to carry out work relating to the upgrade of the System.
We will use reasonable endeavours to ensure that all Permitted Down Time takes place during hours of low usage of the System.
You must ensure that all System passwords used by you or your personnel, contractors and/or agents are, as a minimum, changed on an annual basis.
- Complaints
You agree to provide us with all reasonable assistance in defending any complaint or claim threatened or made by a Customer against us in connection with a Finance Agreement including: notifying us in writing as soon as practicable of the Complaint; allowing us to conduct all negotiations and proceedings; providing us with such reasonable assistance and information as is required by us from time to time regarding the Complaint; taking all reasonable steps to preserve all documentary evidence which may be required in any proceedings related to the Complaint; and not, without our prior written consent, making any admission relating to the Complaint or attempting to settle it.
For the avoidance of doubt, you are solely responsible for resolving all claims, disputes or complaints relating to the Products and/or the Sales Agreement.
- Restrictions on how our Service can be used
You must not, without our prior written consent:
- make any representations, warranties, guarantees or other commitments with respect to the Finance or any Finance Agreement which are inconsistent with those contained in the promotional materials supplied by us from time to time (including the Finance Agreement itself);
- incur any liability on our behalf howsoever arising; or amend, supplement, vary or change the terms of any Finance Agreement (whether before or after being concluded).
You are not permitted to accept from a Customer, or any other person, any amount payable by a Customer to Mihuru under a Finance Agreement and, in the event that a Customer does make a payment to you, you agree to hold such monies on trust for Mihuru and immediately remit such monies to Mihuru in accordance with the directions of Mihuru.
- Record-keeping and inspections
You must keep true and accurate records of all matters connected with this Agreement (“Records”) for a period of 7 years and, if longer, such period of time as may be required by Applicable Law and/or any Regulatory Body and promptly supply the same to us on our written request.
You must also on demand provide us and our authorised agents with all reasonable co-operation and assistance to undertake an audit of your performance of this Agreement including: (i) all information requested by us for such purposes (including the Records); (ii) access to all premises used by you in the performance of your obligations; and (iii) access to your staff.
- Trade Marks and other Intellectual Property
You hereby grant to us a worldwide, non-exclusive, royalty-free right and licence to use, display and reproduce your trade marks and other Intellectual Property Rights solely to the extent reasonably necessary for us to perform our obligations and/or exercise our rights under this Agreement, which shall include a right to sub-license to our contractors (including the System Provider) for the same purpose.
Except as expressly stated in this Agreement, neither party shall acquire any rights to Intellectual Property Rights belonging to any other party, or to the System Provider, as a result of this Agreement.
- Warranties
You warrant and represent to Mihuru that you:
- have obtained all third party permissions with respect to the Products as necessary to enable us to exercise rights and to perform obligations under this Agreement and that you are, if required, the owner of (or you have the right to enter into this Agreement on behalf of the owner of) all Intellectual Property Rights in and to any or all of the Products.
- have the relevant authority and permissions to carry out a Cancellation Instruction.
We warrant to you and you warrant to Mihuru
- it has full authority to enter into and perform this Agreement; and
- it will perform its obligations under this Agreement with reasonable care and skill.
You also warrant, represent and undertake to Mihuru at all times during the term that:
- so far as you are reasonably aware, each Credit Facility and Payment Plan is required for the sole purpose of financing the Products under the relevant Sale Agreement;
- you will only use the most up to date documentation (including the Finance Application, Finance Agreement and Retail Procedure Guide) approved for use by us;
- you have obtained all third party permissions with respect to the Products as are necessary to supply the same to the Customer in accordance with the relevant Sales Agreement and/or enable us to exercise our rights and perform our obligations under this Agreement; and
- our or any sub-contractor’s use of your trade marks and other Intellectual Property Rights as contemplated by this Agreement does not and will not infringe the Intellectual Property Rights or any other similar rights of any third party.
Except as set out in this Agreement, all other conditions, warranties or other terms which might have effect between the Parties or be implied or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purposes or the use of reasonable skill and care.
- Indemnities
You will indemnify and keep indemnified us in full and hold us harmless on demand from and against any Losses suffered or incurred by us arising out of or in connection with:
- any breach of condition, warranty, representation or other obligation under or arising from this Agreement; or
- defending or satisfying any claim threatened or made against us under sections 56 or 75 of the Act; or
- you issuing a credit note or making a refund to a Customer in respect of the Products; or
- your negligence or fraud (or that of your employees, contractors or agents); or
- any claim relating to the Products (including a claim relating to delivery or non-delivery, a claim of infringement of a third party’s Intellectual Property Rights or any product liability claim); or any claim brought against us by a Customer to the extent that such claim has been caused by a breach by you of this Agreement, the Sale Agreement or otherwise by your Default.
You will indemnify us and keep us indemnified in full and hold us harmless from and against any claim brought against us to the extent that such claim has been caused by a breach by the Partner of this Agreement, the Sale Agreement or otherwise by your Default.
- Remedies
Without prejudice to our other rights and remedies that we may have under this Agreement or under any Applicable Laws, we may (acting in our sole discretion) at any time and without prior notice to you: set off against any our liabilities to you (including any future Settlement Funds owed to you); or (b) require payment on demand (and you shall pay), in each case an amount equal to:
- any Settlements Funds that have been paid to you in error or in breach of this Agreement; or
- any Settlement Funds that have been paid to you where you cannot provide reasonable evidence of an authenticated delivery note for the relevant Products validly and properly signed by the Customer or where there is any dispute relating to the Products (including the delivery or non-delivery of such Product); or
- any credit properly made by us to a Customer’s account as a result of a chargeback, withdrawal, cancellation, disputed transaction or refund in connection with that Credit Facility;
- any Losses suffered by us in connection with any Complaint that has been caused or materially contributed to by your Default;
We shall also be entitled to set off any amount owed by us to the Partner under this Agreement against:
- any sum due from the Partner whether such sum is due under this Agreement or otherwise; and
- any amount which a Customer claims is due from us as a result of a breach of contract, breach of any Applicable Law or misrepresentation by the Partner (whether such claim is made under the provisions of sections 56 or 75 of the Act or otherwise).
- Data Protection
Each Party shall comply with applicable Data Protection Legislation when performing their respective obligations and exercising their respective rights under this Agreement. In particular, when communicating with your contacts or Customers about our services, you will comply with all Data Protection Legislation in connection with direct marketing and will cease any direct mailing or marketing to any contact immediately on receiving an ‘unsubscribe’ request from them.
We may receive, use, store and otherwise process Personal Data about you, your employees, agents and representatives for the purpose of processing your application to become a Partner and managing this Agreement and our ongoing business relationship with you. We will receive, use, store and otherwise process this Personal Data in accordance with our privacy policy https://www.mihuru.com/privacy/privacy. If you collect or pass Personal Data to us, you warrant that you have obtained all necessary and appropriate consents from and provided all necessary and appropriate notices to all Data Subjects to whom it relates, in respect of your provision of such Personal Data to us for the purposes for which we intend to use it. For the purposes of the Data Protection Legislation, each Party acknowledges and agrees that it shall be processing Customer Personal Data in connection with the performance of its obligations and/or exercise of its rights under this Agreement as independent Controllers and that it shall at all times comply with the provisions of Mihuru’s privacy policy [https://www.mihuru.com/privacy/privacy] in connection with such processing.
- Termination
This Agreement may be terminated or suspended for convenience at any time by us giving to you or by you giving to us at least twelve (12) months’ notice.
You or we (the Terminating Party) may suspend or terminate this Agreement with immediate effect on giving notice to us or you, respectively (the Defaulting Party) if the Defaulting Party:
- commits a material breach of this Agreement which is incapable of remedy; or
- commits a material breach of this Agreement which is capable of remedy and fails to remedy that breach within a period of fifteen (15) Working Days of being notified of the breach; or
- a provisional liquidator is appointed to Mihuru or its Finance partner goes into liquidation either compulsorily (except for the purpose of reconstruction or amalgamation) or voluntarily;
- a receiver is appointed in respect of the whole or any part of the assets of Mihuru;
- an administration order is made in respect of Mihuru; or
- Mihuru enters into a voluntary arrangement or any other composition or compromise with the majority by value of its creditors.
In addition, we can suspend or terminate this Agreement with immediate effect by giving written notice to you if:
- you repeatedly commit breaches of this Agreement such as to reasonably justify the opinion that your conduct is inconsistent with you having the intention or ability to give effect to this Agreement; or
- you cease to hold any Licence or you are otherwise in breach of any Applicable Laws or proceedings are brought against you which will materially adversely affect your ability to carry out your obligations under this Agreement; or
- a Regulatory Body notifies us that any aspect of this Agreement is not acceptable to that Regulatory Body; or
- you are the subject of a change of Control; or
- in our reasonable opinion, you bring our name, goodwill, reputation and/or image into substantial disrepute.
Immediately upon suspension, expiry or termination for any reason of this Agreement you must cease to offer or promote our Finance and shall not hold yourself out as offering our Credit Line Facilities (whether on the Partner Premises, Partner Site or otherwise).
Termination shall not affect or prejudice the accrued rights of the parties as at termination.
The following sections shall survive termination of this Agreement for any reason: Trade marks and other Intellectual Property, Data Protection, Remedies, Indemnities, Limitations on Liability and this section (Termination).
- Limitations on Liability
Nothing in this Agreement shall limit or exclude the liability or remedy of any Party: for death or personal injury caused by its negligence, or that of its employees, agents or sub-contractors; for fraud or fraudulent misrepresentation; or for any act, omission or matter, liability for which may not be excluded or limited under Applicable Law.
Subject to this:
- Mihuru and/or its finance partner will not be liable to you for any indirect, special or consequential loss or damage; or for any loss of profits, business opportunities or revenue, loss or corruption of data or damage to goodwill (in each case whether direct or indirect).
- Mihuru shall not be liable for any Losses arising out of or in connection with any unavailability or failure of the System or technical services associated with the System.
- In respect of all other liabilities, Mihuru’s maximum aggregate liability to you under or in respect of this Agreement, whether arising in contract, tort (including negligence), restitution, misrepresentation or otherwise, shall be Indian Rupees Five Thousand (Rs.5,000) only
Save where provided otherwise, the liability of each of the Parties in respect of their obligations under this Agreement is several and no Party shall be liable for the obligations of any other Party under this Agreement.
- Insurance
You must carry and maintain in full force and effect at all times during the Term insurances if required by Law appropriate to the performance of your obligations under this Agreement with insurers of repute.
- Confidentiality
We each undertake that we will not at any time disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except that we may each disclose the other’s confidential information:
- to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under this Agreement. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this paragraph 18; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under this Agreement or exercising the rights of the receiving party under this Agreement.
On termination of this Agreement, the receiving party shall return to the disclosing party (or, at the disclosing party’s option, permanently delete and destroy) all documents and materials (including any copies thereof) containing, reflecting, incorporating or based on the disclosing party’s Confidential Information, provided that the receiving party may retain such copies of such documents and materials to the extent required by Applicable Law or a Regulatory Body.
No press release or other communication whatsoever to be published by or in the media concerning the subject matter of this Agreement shall be published without the prior written consent of each of the parties hereto.
- Assignment and Subcontracting
Partner shall not assign, transfer, mortgage, charge, declare a trust of, subcontract or deal in any other manner with any or all of its rights or obligations under this Agreement, without our prior written consent (such consent not to be unreasonably withheld or delayed).
Mihuru may each without Partner’s prior written consent:
- assign or transfer the benefit of, and any of its rights under, this Agreement together with any cause of action arising in connection with any of them to its successor in title, to any of its group companies or to any purchaser or transferee from it or any of them; or
- sub-contract any or all of its obligations under this Agreement so long as they remain responsible for their respective obligations performed by any such subcontractor to the same extent as if such obligations were performed by Mihuru, as the case may be.
Any attempted assignment, transfer or other dealing in violation of this section will be void and without effect.
- Miscellaneous
Variation.We may update and/or amend this Agreement at any time (including any Finance Application, Finance Agreement, Partner Procedure Guides and/or Rate Cards) upon notice to the Partner. Subject to this, no amendment or variation of this Agreement shall be effective unless it is in writing, refers to this Agreement and is duly signed or executed by a duly authorised representative of each of the parties.
Severability.If any provision or part of any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid or unenforceable, then the provision or part shall be severed and the remainder of the provision and all other provisions of this Agreement shall remain valid and in full force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision will apply with whatever modification is necessary to give effect to the commercial intention of the parties.
Status.Nothing in this Agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
Notices.Any notice or other communication given to a party under or in connection with this Agreement shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this paragraph, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or e-mail. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in this paragraph; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by e-mail, one working day after transmission. The provisions of this paragraph shall not apply to the service of any proceedings or other documents in any legal action.
Waiver.No delay in exercising or failure to exercise by any party of any of its rights under or in connection with this Agreement shall operate as a waiver or release of that right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.
Force Majeure.Mihuru shall have no liability to Partner under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by any act, event, omission or accident beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Mihuru or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, act of terrorism, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
Entire Agreement.This Agreement represents the entire agreement between the parties in relation to the subject matter of this Agreement and supersedes any previous agreement whether written or oral between all or any of the parties in relation to that subject matter. Accordingly, all other conditions, representations and warranties which would otherwise be implied (by law or otherwise) shall not form part of this Agreement. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any representation or warranty
Third Party Rights.Except as otherwise expressly provided in this Agreement, none of the terms and conditions of this Agreement shall be enforceable by any person who is not a party to it.
Governing Law.This Agreement, and any non-contractual rights or obligations arising out of or in connection with it or its subject matter, shall be governed by and construed in accordance with the laws of India.
Jurisdiction.The parties irrevocably agree that the courts of Mumbai shall have exclusive jurisdiction to hear and determine or otherwise settle all and any claims, proceedings, suits or action (including arbitration) arising out of or in connection with this Agreement or its subject matter.
Definitions and Interpretation
- Definitions
In this Agreement, the following words and expressions shall have the following meanings: Applicable Law - all laws, rules, regulations, policies, guidance or industry codes, rules of court or directives or requirements or notice of any Regulatory Body, delegated or subordinate legislation which are relevant and applicable to the performance of a Party’s obligations under this Agreement, including the Act'
Cancellation Instruction - an instruction provided by us to the Partner to cancel a Customer’s Product purchased under a Sale Agreement
Confidential Information - any information of a confidential, secret or business nature, including that which concerns the business, affairs, retailers, clients, contractors or suppliers of a party and the terms of this Agreement
Control - a controlling stake, i.e. more than 50% of the outstanding equity of the entity Credit Application - an application submitted, or to be submitted, via the System for a Credit Facility Credit Agreement - a credit agreement between Monedo and a Customer for the Credit Facility entered into, or to be entered into, via the System
Credit Facility - the credit facility provided by Monedo to a Customer under a Credit Agreement to be applied in payment (or part- payment) of the relevant Products
Credit Broker - iTraveleo Private Limited (Mihuru), a company registered in India (Company Identification Number U74999MH2016PTC288272) under the Companies Act 2013
Customer - a person introduced by the Partner who has entered into, or who wishes to enter into, a Finance Agreement with Monedo
Customer Personal Data - any and all Personal Data relating to a Customer, including Personal Data which is provided by or on behalf of Monedo or Mihuru to you, or which comes into your possession as a result of or in connection with the performance of your obligations or exercise of your rights under this Agreement
Data Protection Legislation - all privacy and data protection laws applicable in India; any laws which implement any such laws; and any laws that replace, extend, re-enact, consolidate or amend any of the foregoing
Default - any breach of the obligations of the relevant Party under this Agreement (including a fundamental breach or breach of a fundamental term) or any other default, act, omission, negligence or statement of the relevant Party, its employees, servants, agents or sub-contractors in connection with or in relation to the subject-matter of this Agreement, a Credit Agreement or Sale Agreement
Deposit - in respect of each Credit Agreement or Payment Plan, the deposit payable to the Partner by the Customer for the Products, which shall be in accordance with the deposit limits set out in the relevant Partner Procedure Guide
Finance - a Credit Facility or Payment Plan
Finance Application - a Credit Application or Payment Plan Application
Finance Agreement - a Credit Agreement or Payment Plan Agreement
High Risk Transaction - a transaction which has been underwritten by Monedo which carries a higher probability of default
Intellectual Property Rights - mean any and all rights, patents, trade and service marks, design rights, copyright, moral rights, know-how, trade- secrets, database rights and other similar rights or obligations of any nature whatsoever, whether registered or not registered or capable of registration in any country
In-Store Purchase - where a Customer purchases, or wishes to purchase, using Finance a Product at the Partner Premises (but, for the avoidance of doubt, not including Online Purchases made whilst on the Partner Premises)
In-store Partner Procedure Guide - the procedure guide relating to, amongst other things, Finance Applications to be made, and Finance Agreements to be entered into, for In-store Purchases, as may be updated or replaced by Monedo from time to time
Loss - all losses, damages, costs, expenses (including reasonable legal fees) and any other liabilities
Online Partner Procedure Guide - the procedure guide relating to Finance Applications to be made, and Finance Agreements to be entered into, for Online Purchases, as may be updated or replaced by Monedo from time to time
Online Purchase - where a Customer purchases or wishes to purchase a Product on the Partner Site using Finance
Parties - Monedo, Mihuru and the Partner collectively, and each shall be a “Party”
Payment Plan - the payment plan provided by Monedo to a Customer under a Payment Plan Agreement to be applied in payment (or part- payment) of the relevant Products
Payment Plan Application - an application submitted, or to be submitted, via the System for a Payment Plan in such form as may be required by Monedo to the Partner from time to time
Payment Plan Agreement - an agreement between Monedo and a Customer for a Payment Plan entered into via the System
Permitted Down Time - periods during which the System shall be unavailable in accordance with paragraph 6
Products - the products and/or services to be supplied by the Partner to the Customer under the applicable Sale Agreement and which are, or are to be, financed (in whole or in part) using a Credit Facility; or booked products or services, including flight, hotel, holiday, car hire, excursion reservations, bookings, upskiling or education courses or membership plans
Rate Card - our rate card which sets out our lending rates from time to time
Regulatory Body - those government departments and regulatory, statutory and other entities, committees and bodies which, whether under statute, rules, regulations, codes of practice or otherwise, are entitled to regulate, investigate, or influence the matters dealt with in this Agreement or any other affairs of a Party (including the Reserve Bank of India)
Partner Premises - the physical premises at which the Partner carries on its business and sells the Products Partner Procedure Guide - any of or collectively (as the context may require): (1) the Partner Procedure Guide; and/or (2) the In- store Partner Procedure Guide; and/or (3) the procedure guide specified by us pursuant to paragraph 2;
Partner Site - any website(s), applications or other online means through which the Partner carries on its business and sells the Products
Partner Subsidy - the amount of subsidy to be paid by a Partner to Monedo in respect of a Credit Facility or Total Transactional Value as set out in the Rate Card
Sale Agreement - an agreement entered into for the Partner's supply of Products to a Customer Settlement Funds - the funds to be paid by us to you pursuant to a completed Finance Agreement, being the price of the Products (as stated in the Finance Agreement)
System - the online point of sale retail credit solution which is provided to the Partner under this Agreement System Provider - our service provider, who provides the System
Total Transactional Value - the total value of all Finance Agreements originating from the Partner Site, call center or retail stores;
Working Day - a day (other than a Saturday, a Sunday or a public holiday in England) on which banks in Mumbai are open for business.
- Interpretation
In this Agreement:
- references to Clauses and Schedules are to Clauses of and Schedules to this Agreement, and the Schedules shall form part of this Agreement;
- references to a “person” shall be construed to include any individual, firm, company, government, state or agency of the state or any joint venture, association or partnership (whether or not having separate legal personality);
- a reference to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted;
- any words following the terms “including”, “include”, “in particular” or any similar terms shall be construed as illustrative only and shall not limit the sense of the words preceding those terms;
- use of the singular includes the plural and vice versa;
- any obligation on a Party not to do something includes an obligation not to allow that thing to be done;
- any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than India, be deemed to include a reference to that which most nearly approximates to the English legal term in that jurisdiction;
- headings are for convenience only and shall not affect the interpretation of this Agreement; and
- the expressions Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measuresshall be as defined in data protection legislation.
Data Sharing Terms
- Definitions.
- Agreed Purposes:1.the performance of each Party’s obligations and the exercise of each Party’s rights pursuant to this Agreement, the Finance Agreement and/or the Sale Agreement and the processing of a Customer’s application for Finance.
- Permitted Recipients:the Parties, the employees of each Party, any third parties engaged to perform obligations in connection with this Agreement (including the Service Provider).
- Shared Personal Data: the Customer Personal Data which is shared between the Partner and Mihuru and/or Mihuru under this Agreement, which shall include Customer name, address, date of birth, all itinerary data in respect of the travel products and services the Customer has chosen and any applicable passenger data associated with the booking.
- Shared Personal Data.
- The provisions which follow set out the framework for the sharing of personal data between the Parties as data controllers.
- Each Party acknowledges that one Party (theData Discloser) will regularly disclose to the other Party (the Data Recipient) Shared Personal Data collected by the Data Discloser for the Agreed Purposes. Each Party shall:
- ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes;
- give full information to any data subject whose Personal Data may be processed under this Agreement of the nature such processing. This includes giving notice that, on the termination of this Agreement, Personal Data relating to them may be retained by or, as the case may be, transferred to one or more of the Data Recipients, their successors and assigns;
- process the Shared Personal Data only for the Agreed Purposes;
- not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
- ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by this Agreement;
- ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
- Each Party shall comply with the Data Protection Legislation.
- Mutual assistance.
- 1.Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
- consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
- promptly inform the other party about the receipt of any data subject access request;
- provide the other party with reasonable assistance in complying with any data subject access request;
- not disclose or release any Shared Personal Data in response to a data subject access request without first consulting with and obtaining the consent of the other party.
- assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
- notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation; and
- at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this Agreement unless permitted or required by law or regulation to store the personal data.
- 1.Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
- Indemnity
- The Partner shall indemnify each of Mihuru and Mihuru against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of the Data Protection Legislation and/or this Schedule 3 (Data Sharing Terms) by the Partner, its employees or agents.
Partner Procedure Guide
Part 1 - Online Partner Procedure Guide
- Partner Obligations
In respect of Online Purchases, the Partner shall ensure that:
- the Products are not delivered to the Customer until a Finance Agreement is validly executed in accordance with this Agreement and our procedures;
- all Products must be delivered to the address provided on the Sale Agreement and signed delivery notes must be obtained and may be requested and provided to Mihuru in the event of a dispute (if applicable);
- the Partner promptly notifies Mihuru if the Partner cancels or the Customer uses their right to withdraw from the Credit Application pursuant to section 3 below;
- the Partner immediately returns funds paid to the Partner in respect of a Credit Application that is subsequently cancelled or withdrawn from pursuant to section 3 below;
- the Partner immediately returns funds paid to the Partner in respect of a Refund to the same payment method from which the settlement was originally made;
- the Partner never returns funds paid to the Partner in respect of a Refund directly to a customer’s bank account or payment card;
- Settlement
We will make payment of the applicable Settlement Funds via a Bank Transfer or as agreed from time to time upon the Customer entering into a Finance Agreement with us.
- Cancellations and withdrawals
If the Partner cancels a Sale Agreement or the Customer invokes their right to withdraw and withdraws from a Credit Agreement or Payment Plan Agreement prior to or following the Products being utilised, the Partner must immediately inform Mihuru.
If any Settlement Funds are paid in error, funds must be returned to the bank account as nominated by Mihuru from time to time.
- Partner Obligations
In respect of In-store / Call Center Purchases, the Partner shall ensure that:
- the Products are not delivered to the Customer until the Credit Agreement or Payment Plan Agreement is entered into in accordance with this Agreement and Mihuru procedures;
- the Partner promptly notifies Mihuru if the Partner cancels or the Customer invokes their right to withdraw, from the Credit Agreement or Payment Plan Agreement.
Further obligations in respect of Credit Applications by Customers “present” (i.e. in-store / Call Center):
- The Partner must give the Customer the time and opportunity to ask questions.
- The Partner must ensure that the Credit Agreement or Payment Plan Agreement is signed by the relevant Customers at the Partner Premises (if applicable).
- If a Customer wishes to exercise their right to withdraw from a Credit Agreement or Payment Plan Agreement after the Products have been dispatched, the Partner must not accept the Customer’s notification. The Partner must advise the Customer to notify Mihuru in writing or by telephone personally of their intention to withdraw.
- The Partner shall not proceed with the Credit Application or Payment Plan Agreement if: (i) the Customer has indicated that the Credit Facility is not affordable; (ii) the Partner has sufficient doubt that the Customer can afford the Credit Facility; or (iii) the Customer does not have the mental capacity to enter into a finance agreement. When making those considerations the Partner must take into account any changes in financial circumstances the Partner has been made aware of.
- The unique username and passwords assigned to each Partner member of personnel authorised by the Partner to originate Credit Applications (“Approved Persons”) must remain confidential to that individual and is shall not be disclosed or shared with other staff or employees or anyone else. Only Approved Persons may propose business and present finance, Credit Agreements or Payment Plan Agreements to Customers.
- Settlement
We will make payment of the applicable Settlement Funds via a Bank Transfer or as agreed from time to time upon the Customer entering into a Finance Agreement with us.
- Cancellations and withdrawals
If the Partner cancels a Sale Agreement or the Customer invokes their right to withdraw and withdraws from a Credit Agreement prior to or following the Products being utilised, the Partner must immediately inform Mihuru.
If any Settlement Funds are paid in error, funds should be returned to the bank account as nominated by Mihuru from time to time.
Part 2 - In-store / Call Center Partner Procedure Guide
Partner Subsidy and Settlement Card Types
Part 1 - Rate Card
A Partner Subsidy may be payable by the Partner in respect of the total transactional value financed by Mihuru, payable monthly in arrears, calculated as follows:
| Product Reference | Product Reference Partner Subsidy Payable |
| Mihuru Travel and Edtech Products | As agreed |
Marketing Commitments
- Introduction
- The Partner agrees that it is in the mutual interests of the Parties for it to promote the Services provided by Mihuru and Mihuru. The Partner therefore agrees to comply with the Marketing Commitments set out in this Schedule.
- Educational Requirements
- 1.The Partner shall take all reasonable measures to ensure that any individual who visits the Partner Site is made aware of the availability of the Services.
- In particular, the Partner shall ensure that visitors to the Partner Site can access educational information concerning our Credit Facilities and Payment Plans (“Educational Content”) to finance their purchase of Products from you by clicking on a hyperlink displayed in a prominent location on the home page of the Partner Site. At the election of the Partner, the Educational Content may either be hosted on a webpage on the Partner Site or a webpage on Mihuru’s website (in respect of which Mihuru shall provide the Partner with the relevant URL). At a minimum, the Educational Content shall include:
- details concerning the nature of the Credit Facilities and Payment Plans offered by Mihuru;
- the nature of the relationship between the Partner and Mihuru; and
- any other information required to be presented in relation to the Services pursuant to Applicable Law.
- The Educational Content to be made available by the Partner to its visitors pursuant to paragraph 2.2 shall be provided by Mihuru.
- Marketing Commitments
- The Partner hereby undertakes at its cost to promote the partnership with Mihuru, including by (but not limited to):
- notifying visitors to the Partner Site of the availability of the Services provided by Mihuru by way of a promotional banner;
- sending an email to all customers in the Partner’s customer mailing list notifying such customers of the availability of the Services on the Partner Site;
- publishing advertisements via the Partner’s social media marketing channels concerning the availability of the Services to the Partner’s target market; and
- any other promotional and marketing activities the Partner sees fit to promote the success of the partnership.
The Partner shall carry out the promotional activities described in paragraph 3.1 as soon as reasonably possible following the commencement of this Agreement.
If we, acting reasonably, disapprove of any marketing or promotional content published by the Partner, we shall have the right to request the suspension or removal of the publication and the Partner shall be required to comply with such request immediately.
- The Partner hereby undertakes at its cost to promote the partnership with Mihuru, including by (but not limited to):
