GAP Terms & Conditions

 

This GAP Terms & Conditions (“Product Terms”) is in relation to the PAN verification as Financial Products as per the Marketplace Terms executed between Signzy Technologies Private Limited, a company incorporated under the CompaniesAct 2013, having its corporate office at: Awfis, 8th Floor, One International Center (Tower 1), Senapati Bapat Marg, Lower Parel, Mumbai, 400013 (“Signzy”) and me (an individual) / us (a company/ Trust/ LLP/ Partnership/ Sole Proprietorship (“Subscriber”). The Subscriber and Signzy may individually be referred to as “Party” and collectively as “Parties”. The Product Terms hereunder shall be deemed to be a part of the Marketplace Terms and shall be legally valid and enforceable rights/ duties/ obligations of each Party. The following terms and conditions would be applicable on the GAP APIs as Financial Product, which the Subscriber has agrees to comply at all times-

WHEREAS

  1. MMTC-PAMP is in the business of refining precious metals viz., gold and silver. It is manufacturing, buying, selling and dealing in gold and silver (bars and coins), and has launched a Gold Accumulation Plan (GAP as defined below) on its own Platform and through several Partner Platforms.
  2. Signzy has partnered with MMTC-PAMP for listing of GAP on its Marketplace and channelling GAP Customers (defined below), by hosting of GAP (defined below) via various Subscriber Platforms (defined below) to provide requisite services for the effective implementation of GAP through Subscriber Platforms. As such, Signzy shall be aggregating and providing Usage Rights GAP to the Subscriber (as defined hereunder) through its Marketplace on whose Platforms, GAP shall be hosted.
  3. The Subscribed has agreed that the MMTC PAMP, Subscriber and Customer Terms and Conditions (defined below) are prominently displayed the Partner Platforms at all times. The MMTC PAMP, Subscriber and Customer Terms and Conditions shall bind MMTC-PAMP, Signzy, Subscriber and the Customer.

Terms of GAP-

The following terms and conditions would be applicable on the GAP Product, which the Subscriber has agrees to comply at all times-

  1. DEFINITIONS: The capitalized terms used in this GAP Terms shall have following meaning, which shall override conflicting definition provided under the GAP Terms:
    1. Signzy Designated Account” shall mean the bank account owned, operated and maintained by Signzy and designated by Signzy, for receiving Signzy Service Charges and other amounts payable by MMTC-PAMP to Signzy under this GAP Terms.
    2. “Signzy Processing Centre” shall mean the Marketplace or technology platform of Signzy, acting as unified platform for MMTC and the Subscriber.
    3. Signzy Services” means services of Signzy to be availed by MMTC-PAMP in respect of GAP and/or otherwise required to be provided by Signzy to MMTC PAMP for performance of and fulfilling its obligations under this GAP Terms and those under the Subscriber and Customer Terms and Conditions.
    4. Alternate Designated Account” shall mean the bank account, other than the Collection / Designated Bank Account, which shall operated by Signzy for funds collections from GAP Customers of a particular Subscriber pursuant to this GAP Terms.
    5. Business Day” means a day on which the scheduled commercial banks in India are open for business and “end of a business day” shall mean the time at the end of a Business Day when the banking business in India ends.
    6. Confidential Information” shall mean all proprietary data, technical, nontechnical procedures / information, trade secrets, documents and/or materials etc. relating to the disclosing party and its affiliates, associates and subsidiaries, including without limitation any business information and business processes, services and affairs of business, finances, technology, contracts, software, business and strategic news or opinions, specifications, drawings, sketches, models, samples, reports, forecasts, current or historical data, computer programs, Intellectual Property, technical, marketing, financial and commercial information whether relating to past or current or future; any samples; formulations, specifications, data relating to manufacturing and quality control processes and procedures, advertising and marketing plans, any past, current or proposed projects or plans for future business, any information, documents, materials or records that contain or are derived from any confidential information, the terms and conditions of this GAP Terms and any other GAP Terms or documents which may be executed between the Parties, whether communicated I disclosed by the disclosing party and/or its affiliates, associates, subsidiaries, partners etc., in writing, orally, electronically, photographically, or recorded or in any other form, or which comes to the knowledge / possession of the receiving party, directly or indirectly.
    7. Customer Data” shall mean all personal and sensitive information and other data / information about identified or identifiable individuals including Customer(s), including their names, gender, addresses, contact details, phone numbers, e-mail address etc.
    8. Collection / Designated Bank Account” means the designated bank account opened and maintained by Signzy at a branch office of the Collection / Designated Bank at Mumbai for collection and management of funds receivable from Subscriber.
    9. Collection / Designated Bank” means the bank in Mumbai, with whom the Collection / Designated Bank Account will be maintained and operated by Signzy.
    10. GAP” shall mean the gold accumulation plan which shall be powered and provided by MMTC-PAMP on the Subscriber Platforms through its APIs or technology solutions, subject to the MMTC PAMP, Subscriber Terms and Conditions for enabling GAP Customers to carry out GAP transactions.
    11. GAP Customers” or “Customers” shall mean an individual (human/natural person) having a GAP account on Subscriber Platform.
    12. GAP Data” shall mean the data and information in relation to the Transaction, GAP Account, balance of Gold, Live Rate of Gold- Purchase and Sell Back published from time to time, Customer Charges and other pricing related information, queries, orders and other requests of Customer(s) on Subscriber Platform or otherwise captured by Subscriber Platform or Signzy Processing Centre, usage, behaviour, trends and other statistical information / data in respect to GAP on Subscriber Platform(s) relating to such Customer(s), Persons and entities, who access Subscriber Platform or otherwise get invitation to Subscriber Platform or correspond with Subscriber Platform / Signzy Processing Centre, and shall include all analysis and records based on such aforementioned information. For the avoidance of doubt, any list, description or other grouping of Customers or any derivative work shall form part of GAP Data.
    13. Subscriber(s)” means Platform Provider providing an appropriate Subscriber Platform, though the Marketplace of Signzy .
    14. “MMTC PAMP,Subscriber and Customer Terms and Conditions” shall mean the terms and conditions of MMTC-PAMP for implementation and making available GAP on Subscriber Platforms, draft of which is annexed as Schedule 5 and includes any modifications and amendments thereto as may be made and communicated by MMTC-PAMP, from time to time at its discretion. It shall be compulsory for the Subscriber to be bound by the same and prominently display these Terms and Conditions on its Platform and further that the same shall have to be accepted by the Customer before commencing the transaction.
    15. Subscriber Services” shall mean the services provided by the Subscriber. These shall include the providing of Subscriber Platform along with any other services to be offered and/or made available by Subscriber(s) to be availed by MMTC-PAMP and Customer(s).
    16. Subscriber Platform” shall mean and include the platform(s) provided on various Subscriber’s websites, mobile applications, and other on-line electronic channels of communication owned and developed and deployed by Subscriber on which GAP will be made available and hosted.
    17. Losses” shall mean all direct liabilities, penalties, settlements, damages, costs, fines, interest and loss (including without limitation interest, court costs, amounts paid in settlement, reasonable fees and expenses of attorneys irrespective of whether any of the foregoing is payable in cash, kind) incurred or suffered.
    18. MMTC-PAMP Designated Account” shall mean the bank account of MMTCPAMP as designated by MMTC-PAMP for collection/transfer of funds from Collection / Designated Account/Alternate Designated Account.
    19. “Usage Rights” shall mean the right of Signzy hereunder to consequently provide the usage and/or access rights in GAP to the Subscriber by Signzy through GAP APIs/ software at Marketplace. Notwithstanding anything contained hereunder, the ‘Usage Rights’ does not provide Signzy or Subscriber the right to modify/ customise the GAP.
    20. Territory” means the entire territory of the Republic of India.
    21. Transaction” means every purchase, sellback to MMTC-PAMP, transfer to and from other GAP Customer(s), redemption and/or delivery transaction and other transaction in respect of Product / GAP, subject to terms of GAP Customer Terms and Conditions.
  2. Interpretation: Except where the context requires otherwise, this GAP Terms will be interpreted as follows:
    1. The terms referred to in this GAP Terms, unless defined otherwise, or unless inconsistent with the context or meaning thereof, shall bear the same meaning as defined under the relevant statute/legislation.
    2. All references in this GAP Termsto any statutory provisions shall be construed as meaning and including references to:
    3. any statutory modification, consolidation or re-enactment for the time being in force;
    4. all statutory instruments or orders made pursuant to a statutory provision; and
    5. any statutory provisions of which these statutory provisions are a consolidation, re-enactment or modification.
    6. Words importing the singular shall include the plural and vice versa where the context so requires.
    7. References to any applicable Law shall include such law as from time to time enacted, amended, supplemented or re-enacted.
    8. Reference to any gender includes a reference to all other genders.
    9. References to any Person / Party include the successors and permitted assigns of that Person / Party.
    10. The rule of construction, if any, that a contract should be interpreted against the parties responsible for the drafting and preparation thereof, shall not apply.
    11. Reference to the terms “herein”, “hereto”, “hereof”, “hereunder” and words of similar purport refer to this GAP Termsas a whole.
    12. Words denoting the singular shall include, unless otherwise specified or unless repugnant to the context, the plural and words denoting any gender shall include all genders.
    13. References to Recitals, Articles, Clauses, Annexures or Schedules, unless the context otherwise requires, shall mean references to recitals, articles, clauses, annexure or schedules contained in this GAP Terms.
    14. Any reference to “writing” includes printing, typing, lithography and other means of reproducing words in permanent visible form, including in electronic form.
    15. Any reference to ‘API’ or ‘API batch’ shall include other technological advancements/ mechanism etc., as may be agreed by the SUBSCRIBER and MMTC-PAMP from time to time.
    16. The terms “include” and “including” shall mean, “include without limitation”.
    17. The headings/ subheadings/ titles/ subtitles to articles, clauses, sub-clauses and paragraphs are for convenience of reference only and shall not form part of the operative provisions of this GAP Terms, Annexures or the Schedules, and shall be ignored in construing the same.
    18. Any reference to day shall mean a reference to a calendar day.
    19. The Definitions and Interpretation also grant substantive rights or impose obligations on the parties, and the same would be construed accordingly.
    20. References to “law”, “laws” or to a particular statute or law shall be deemed also to include any and all Law.
    21. Any word or phrase defined in the body of this GAP Termsand not defined in Clause A (Definitions) shall have the meaning assigned to it in such definition wherever appearing throughout this GAP Terms, unless the contrary is expressly stated or the contrary clearly appears from the context.
    22. In case of any conflict in the provisions of the Product Terms and this GAP Terms, the terms and conditions specified in this GAP Terms shall prevail.
  • ARRANGEMENT
    • Signzyshall provide Usage Rights in the GAP, shall list / host the GAP on Marketplace and provide, to GAP Platform Providers/ Subscriber; MMTC PAMP hereby allows Signzy to use/access Signzy technology/ APIs for providing GAP and further provide Usage Rights of such technology/APIs on Marketplace to the Subscriber.
    • The hereby agrees, accepts and undertakes to comply with the MMTC PAMP, Subscriber and Customer Terms and Conditions, implementing of GAP on the Subscriber Platforms, as may be amended and modified by MMTC-PAMP from time to time; and that, theMMTC PAMP, Subscriber and Customer Terms and Conditionsshall be final and binding on the Subscriber;
    • The Subscriber shall ensure that the GAP is hosted and implemented on Subscriber Platform in accordance with the MMTC PAMP, Subscriber and Customer Terms and Conditions;
    • In case of any change or proposed change in constitution of the Subscriber, the Subscriber shall inform Signzy of such change in constitution;
    • The Subscriber shall on best efforts basis establish the API connectivity on a real-time basis between Subscriber Platform and MMTC-PAMP’s platform and their systems through Signzy Processing Centre. The Subscriber shall, at its own cost and expense, make requisite modifications and changes to Subscriber Platform including but not limited to carrying out necessary technological up-gradation etc., as may be required, for integrating the Subscriber Platform and MMTC-PAMP’s platform and their systems through Signzy Processing Centre to ensure to the best extent possible uninterrupted communication and connectivity;
    • TheSubscribershall undertake the pre-go live trials for controlled end to end testing for required period not exceeding 60 days and certify the GAP implementation on such Subscriber Platform is successful and provide requisite signoff.
    • In the event there is any delay in receiving or sending communications, confirmations, intimations, instructions, information, etc., due to or for reasons arising out of any disconnection between Signzy Processing Centre, Subscriber Platform and MMTC-PAMP’s platform; and / or disconnection between Subscriber Platform and Signzy Processing Centre, for any reason solely attributable to the Subsctiber, then the Subscriber shall be responsible for the same without any liability on MMTC-PAMP or Signzy.
    • The Subscriber hereby agrees and undertakes that the Subscriber has technical capability and the necessary requirements and compatibility for making GAP available on their platforms
  • KNOW YOUR CUSTOMER REQUIREMENTS
    • The Subscriberprovide the Know-your-Customer (KYC) and any other documents/information required by Signzywithin 3 (three) days, as may be required by Signzy from time to time. The Subscriber hereby agreed and confirms that Signzy shall have a right to share the KYC and any other information with MMTC-PAMP. The Subscriber shall not protest or dispute regarding submission of such KYC and other information/documents to MMTC-PAMP.
    • In the event that the Subscriber is unable to provide KYC information and documents within 3 (three) days, then Signzy shall be entitled to suspend GAP and/or terminate this GAP Terms. If Signzy requires any additional information regarding theSubscriber, then the Subscriber shall collect and provide such information within 3 (three) days.
    • The Subscriber shall be solely responsible for performing the KYC of the Customers, as per applicable laws and/or requirements of Signzy. The Subscriber shall assist Signzy in carrying out all the KYC compliance for the Customers as per MMTC PAMP, Subscriber and Customer Terms and Conditions. From time to time, Signzy may need Subscriber(s) to obtain more KYC details for Customer(s) and Subscriber agrees to collect it from the Customers as mandated by law and provide all requisite information and documents to Signzy.
  • COLLECTION FROM SUBSCRIBER(s)
    • TheSubscriberwill collect GAP Customer Charges and other amounts payable by the Customer(s) in respect of all Transactions under GAP on such Subscriber Platform, in a designated bank sub-account(s) of such Subscriber, as may be confirmed by Signzy(“Subscriber Designated Bank Account”) unless for any particular GAP Platform, Signzy for collection from GAP Customers in an Alternate Designated Account of the Subscriber.
    • Subscriber shall ensure the transfer the GAP Customer Charges and other amounts collected from the Customer(s) in Subscriber Designated Account to the Collection Bank Account of Signzy, as may be confirmed by Signzyin writing. Subscriber shall ensure that all collections made by the Subscriber(s) from GAP Customer(s) for GAP Transactions will be collected in the Subscriber Designated Bank Account, unless Signzy provides written intimation for collection from GAP Customers in the Alternate Designated Account, in writing.
    • It is clarified that Signzy shall be entitled to and may designate, upon providing a written intimation, an Alternate Designated Account for collection from GAP Customers of the Subscriber(s) considering the technical and feasibility requirements ofSignzy.
    • The mode, manner and timelines, in respect of collection of GAP Customer Charges and other amounts by Subscriber(s) and collection of the same by Signzy from Subscriber(s) in the Collection / Designated Bank Account / direct transfers by Customer(s) in the Alternate Designated Account shall be as more clearly detailed in the respective GAP Terms between Signzy and the Subscriber .
    • The settlement and transfer of Customer Charges and other amounts collected from Subscriber(s) in Collection / Designated Bank Account and from customers of Subscriber(s) in Alternate Designated Account by Signzy to MMTC-PAMP, and in respect of Residual Sale Back and Open Sale Back Transactions transfer of amounts by MMTC-PAMP to Signzy Designated Account and/or transfer by Signzy to Subscriber(s) / Customers all be as more clearly detailed in Schedule 1 attached herewith.
    • In the event of default by any Subscriber(s) in transferring the GAP Customer Charges and other amounts collected from Customer(s) to the Collection Bank Account or the Alternate Designated Account by the end of day on which day such transfer is due or on T+1 basis post reconciliation , then in all such cases Signzy shall be entitled to immediately suspend the processing of Customer Purchase Orders transactions arising from such Subscriber(s) until completion of transfer of all aforementioned payments as per the reconciliation done and agreed between the Parties. Subscriber shall be solely liable to settle and pay off any and all claims, demands or actions from the Customers relating to such suspension, and shall keep Signzy and MMTC-PAMP indemnified and saved and harmless from and against all actual Losses suffered by or caused to Signzy and MMTC-PAMP in this regard.
    • In the event any Customer(s) has sold the gold to MMTC-PAMP, then MMTC PAMP shall transfer the Sale amount [subject to the applicable deduction and charges] to Signzy on T+1 business day for onward payment to the Subscriber / Customer. Alternatively, MMTC-PAMP may transfer the same to the Customer.
  • RECONCILLIATION AND SETTLEMENT
    • The Subscriber shall carry out reconciliation with respect to the Transactions effected from each Subscriber Platform on a daily basis and on a monthly basis. The reporting and reconciliation between with respect to sale and purchase of Product, redemption & deliver, transfer and sell back and other Transactions and reconciliation and settlement of collection will be on a daily and monthly basis shall be done in terms of Schedule 2.
    • TheSubscriber shall make available to Signy (or if required, directly to MMTC-PAMP as may be intimated by Signzy), the report and reconciliation in electronic form setting forth the following information relating to Transaction on the Subscriber Platform on a daily basis (the “Daily Settlement Report“) including the following,
      • Transaction type;
      • Transaction amount;
      • Date and time of Transaction;
      • Transaction serial number; and,
      • Subscriber’s identification and response code.
    • The Daily Settlement Report in respect of Transactions happening on Subscriber Platform for a particular day shall be made available to Signzy (or if required, directly to MMTC-PAMP as may be intimated by Signzy), via SFTP location on the subsequent Business Day. The Parties will mutually agree upon the format and process for such Daily Settlement Report set out in Schedule 2.
    • Signzy and/or MMTC-PAMP shall be entitled to reconcile the Daily-Settlement Report with data available with Signzy and/or MMTC-PAMP on MMTC-PAMP’s platform in respect of Transactions on the Subscriber Platform.
    • The process and timelines with respect to payment of the shortfall amount by Subscriber to Signzy (or if required, directly to MMTC-PAMP as may be intimated by Signzy)shall be as per Schedule 2.
    • Signzy agrees and confirms that the obligation for payment of Customer Charges and other amounts paid by Customer(s) to Subscriber(s) in respect of Transactions under GAP to MMTC-PAMP shall be of Subscriber. In the event of any shortfall in the amounts received by Signzy/MMTC-PAMP in the Collection Account in respect of Transactions on a given day, the Subscriber shall be obligated to pay the shortfall amount directly to the Collection Account, as per reconciliation done and agreed between the Parties.Signzy and MMTC-PAMP also reserves the right to deduct the amounts due and payable by the Subscriber as per reconciliation done and agreed by the Parties, from Subscriber Designated Bank Account and/or any amounts payable by Subscriber to Signzy.
    • Signzy and/or MMTC-PAMP shall have the right to inspect, audit and verify the records and data of the Subscriber for verifying the payments to and from Customer(s) and other information, details and records (in terms of applicable law) in this regard and those relating to the Transactions, as and when required by MMTC-PAMP, subject to prior notice of 7 Business Days. Signzy shall arrange for all documents, information, feeds, data, details and other records from Subscriber as and when required by MMTC-PAMP, relating to the Transactions and the Customer(s) GAP Account. MMTC-PAMP shall not be responsible and liable for any deficiency, shortcoming, fault, claim and / or defect attributable to Signzy and / or Subscriber(s) and Signzy shall ensure that the respective Subscriber(s) shall, rectify and settle the same at its own cost and expense without any liability on MMTC-PAMP.
    • In the event Signzy is required to either suspend or discontinue GAP on theSubscriber Platform(s), due to failure by Subscriber to pay or settle an amount due / payable to Signzy/ MMTC-PAMP under this GAP Terms (irrespective of the settlement value), then, any direct liability, loss, claim etc., of any nature whatsoever, from or by MMTC / Customer(s) shall be borne by and to the account of Subscriber.
  • SERVICE CHARGE AND INVOICING
    • In consideration of Subscriber providing the services hereunder in respect of GAP, the service charge / commission payable by Signzy shall be as per the structure as set out in Schedule- 6of this Deed, which is inclusive of the charges / fees etc. payable for any Subscriber Services provided by Subscriber Platform (“GAP Service Charge(s)”). Any change or variation in GAP Service Charge shall be as mutually agreed in writing between Signzy and the Subscriber from time to time.
    • Subscriber shall, latest by the 5th Business Day of the immediately succeeding calendar month, raise and provide monthly invoice for the applicable Signzy Service Charges including GST. The payment of GAP Service Charge by Signzyshall be after deducting full amount of TDS (Tax Deducted at Source) on GAP Service Charges and other amounts, if any, as per terms herein. Where pursuant to any requirement under applicable law, Signzy shall deduct any applicable taxes at source from the payment of GAP Service Charge and any other amounts;.
    • The following are further details in relation to the GAP Service Charges
      Purchase Charges: shall include the sale price, inclusive of all applicable Taxes, duties, costs, charges and expenses, of the Product/ Service to be charged from the Customer at the time of placement of Customer Purchase Order.Redemption and Deliver Charges: shall include the manufacturing / making charges, delivery charges and other charges towards redemption of a Customer Redeemable Product by the Customer plus all other Taxes, duties, costs, charges and expenses in respect of redemption and Delivery of Customer Redeemable Products / Services that are to be charged to the Customer at the time the Customer raises the Customer Redemption Instruction.Residual Sell Back Charges: shall include the charges towards sale back of Residual Fractional Product by the Customer plus all other Taxes, duties, costs, charges and expenses which are to be charged to the Customer at the time the Customer raises the Residual Sale Back Order.Open Sell Back Charges: shall include the charges towards sale back of Product / any part thereof by the Customer during Sale Back Window plus all other Taxes, duties, costs, charges and expenses which are to be charged to the Customer at the time the Customer raises the Open Sale Back Order.Subscriber shall not get any service charges/commission for the redemption of the physical Gold and Buy back as MMTC-PAMP will be taking care of the manufacturing as well as the delivery of the Gold coins to the end Customers and also would be crediting the customer’s bank account directly against the buy back transactions.
  • CUSTOMER CARE
    • Subscriber agrees that the Subscriber(s) shall fulfil the obligations in respect of providing Customer Care as per provisions / terms set out in the Subscriber Terms and Conditions.
    • Subscriberagrees that in the event any Customer(s) complaint, issue or grievance of Customer(s), which is not resolved within a period of 3 (three) days from the date of such complaint, by the Subscriber, the same shall be handled and resolved by  Subscriberat its own cost and expense, and Signzy shall address the Customer(s) problem by providing information, assistance, or other available solutions.
    • Signzy and/or MMTC -PAMP shall not be responsible for handling Customer(s) grievances, complaints, queries, issues etc., directly. However, Signzy will, from time to time, provide requisite back-end information/clarification required by Subscriberin this regard.
    • The process flow for handling Customer(s) complaints, issue or grievance of Customer(s) and escalation mechanism will be as per the service level arrangement and matrix as set out in process flow attached herewith as Schedule 3. Subscriber shall be responsible for adherence of the same.
  • MARKETING SERVICES
    • Subscribershall carry out all marketing and promotion activities in respect of GAP at their own cost and expense, and generate marketing material and/or collateral in order to market GAP and generate traffic to Subscriber Platform, and comply with other terms and conditions in respect of marketing and promotion services as set out under the Subscriber Terms and Conditions.
    • Both Parties agree that all the trademarks, logos, tradenames etc., of each Party and MMTC PAMP are the proprietary marks of the other Party and MMTC respectively, and neither Party shall have expressed or implied right on the Intellectual Property of the other Party and MMTC, save and except limited license to use the same in terms of this GAP Terms. Each Party shall have the right, during the term of this GAP Terms, to include the other Party’s trademarks or logos in its advertising or promotional literature in respect of GAP, free of charge, provided that the other Party has given its prior approval to such inclusion.
    • Subscriber shall ensure that all marketing and promotion materials of  Subscribershall appropriately provide that the GAP has been arranged by MMTC-PAMP through Signzy. MMTC-PAMP’s corporate name and trademark, logo, and/ or service mark in any directory or promotional material shall be produced in connection with the promotion of products offered by   The use of MMTC-PAMP’s corporate name, trademark, logo, and/ or service mark, etc. by  Subscriber, shall be on a license basis to the extent reasonably required to effectuate the intent of this GAP Terms and shall always be subject to permission obtained from MMTC-PAMP, through Signzy for the usage of MMTC-PAMP’s corporate name, trademark, logo, and / or service mark as, the brand, logo and product guidelines of MMTC-PAMP attached herewith as Schedule 4, and such other revised / modified guidelines as may be provided / intimated by MMTC-PAMP to Signzy from time to time.
  • COVENANTS
    • Subscriberhereby agrees that it shall:
      • Comply with requisite requirements under the applicable Laws and public policy regarding conduct of its business in relation to GAP and its services hereunder;
      • Fulfil its obligations and responsibilities under this GAP Terms and Subscriber Terms and Conditions;
      • Monitor and use its best efforts to ensure that it fulfil its obligations and responsibilities and comply with the terms and conditions as set out under the GAP Terms;
      • to the best extent possible ensure fraud protection and compliance.
      • ensure operation of GAP on respective Subscriber Platform(s) as per the GAP Customer Terms and Conditions;
      • Ensure that the MMTC PAMP, Subscriber and Customer Terms and Conditions, are uploaded on the Subscriber Platforms;
      • Ensure that there is no breach of security and that the integrity of link between MMTC-PAMP’s platform, Signzy’s platform and Subscriber Platform and the connectivity is maintained at all times during the term of this GAP Terms;
      • Ensure that Subscriber(s) shall be liable to settle / pay-off fraudulent, disputed and Chargeback Transactions with the Customer(s), and Signzy/MMTC-PAMP shall not be responsible for such fraudulent, disputed and chargeback transactions in any manner whatsoever;
      • To the best extent possible, co-operate with Signzy and MMTC-PAMP towards handling and preventing fraudulent, disputed and Chargeback Transactions, suspension and termination. The procedure for blocking of accounts and / or otherwise handling of fraudulent, disputed and chargeback transactions will be as per the SOP agreed in writing by the Parties from time to time;
      • Be responsible for protecting the confidentiality of the GAP Customers’ Information disseminated to / received by Subscriber, in relation with GAP and GAP Customers. For the purposes of this clause, Signzy and MMTC-PAMP shall have no responsibility or liability towards any claims of any nature whatsoever, which are solely attributable to Subscriber, including but not limited to claims related to infringement of third party IPR and fraudulent transactions, made by any person transacting on the Subscriber Platform; and,
      • Ensure that it shall not indulge in any acts which could be harmful to the reputation of Signy/ MMTC-PAMP and/or detrimental to the business of Signzy/MMTC-PAMP.
    • Subscriber hereby agrees that it shall not:
      • hold itself out, as being authorized to bind Signzy/MMTC-PAMP in any way, and shall not do any act which might reasonably create the impression that Subscriberis so authorized, unless specifically authorized by Signzy/ MMTC-PAMP;
      • make or enter into any contracts or commitments or incur any liability on behalf of Signzy/MMTC-PAMP, and shall not negotiate any change I modification in GAP features for the facilitation / implementation of GAP, on the Subscriber Platform, unless otherwise authorized in writing by MMTC-PAMP;
      • make or give any representations, warranties or other promises concerning the GAP which are not contained in the MMTC PAMP, Subscriber Terms and Conditions without obtaining prior written consent of Signzy;
      • tabulate, record, process, use and/or maintain in any manner records of GAP Data including but not limited to Live Rate of Gold-Purchase and Live Rate of Gold-Sell Back data shared by MMTC-PAMP, and shall not share with any third party without obtaining prior written consent of Signzy; However, Subscribermay tabulate, record, process use and / or maintain GAP Data and Customer Data only for the limited purpose of internal management systems, analytics (for reducing the failure rate of Transactions and to boost successful Transactions by the Customer under GAP) and invoicing, to the extent that such activities are reasonably required to be conducted by  Subscriber for the performance of  Subscriber ‘s obligations under this GAP Terms; and,
      • Enter into any arrangement with any third party which violates, or infringes, or is beyond the terms and conditions of this GAP Terms.
    • Subscriber acknowledges and agrees that:
      • it is duly incorporated, validly existing and duly authorized to undertake its business under the laws of its country of incorporation;
      • it has obtained all the requisite corporate powers, approvals and has the authority to execute, deliver and perform its obligations under this GAP Terms;
      • MMTC-PAMP and Signzy shall be provided access to SubscriberPlatform/systems for the Transaction, as and when required after Signzy to see all the Transaction Confirmations and Transactions done under GAP on the Subscriber Platforms during a particular period of time (sale, redemptions, transfers and deliveries) and details thereof as mutually agreed between the Parties;
      • Signzy makes no representation, warranty or guarantee as to, and shall not be responsible for, the accuracy or completeness of any projections or estimates famished by Signzy;
      • That neither handling of Customer(s) grievances / complaints will be by Signzy/MMTCPAMP nor Signzy/ MMTC-PAMP shall be made responsible for any breach of contract between Customer(s) or between Signzy and any third party, where such breach of contract is not attributable to Signzy/MMTC-PAMP;
      • Signzymay, at its discretion and from time to time, and with respect to any one or more Subscriber(s), prescribe maximum individual / cumulative limits for Customer(s), to accumulate Gold through GAP, and reserves the right to refuse to accept orders exceeding such limit. Further, Signzy reserves the sole right to temporarily discontinue the ‘Invitation to Offer’ at any point of time on any day for any reason whatsoever with 2 (two) hours (working hours) prior notice to Subscriber. It is clarified that the aforementioned notice of discontinuation of Invitation to Offer shall be effective in 2 (two) hours from notice by Signzy;
      • Nothing contained herein shall restrict Signzy/MMTC-PAMP from implementing / carrying on GAP directly with other Persons or carrying out its other businesses, in any manner whatsoever;
      • Signzy and MMTC-PAMP may carry out all verifications for the Subscriber(s) and Customer(s) as may be required on an independent basis;
      • It has no current, pending or threatened claims by any third party or any actions or proceedings before any forum including any court, arbitrator, Administrative Tribunal or Governmental or Regulatory Authority which might materially and adversely affect the business or operations of Signzy, or its ability to perform its obligations under this GAP Terms;
    • Cyber Security Obligations: Subscriber shall ensure that:
      • there are proper encryption, firewalls (network & application), intrusion detection/prevention systems, web proxy and service orchestration mechanism including but not limited to identifying and analysing network/application security threats, cyber security attacks, defining security control requirements, designing, implementing, operating, monitoring and reviewing the controls etc., and other security measures at Subscriber Platform to prevent any loss of service / disruption, ransom ware and malware attacks, hacking into the information of Signzy, MMTC-PAMP, GAP Data, Customer Data; and,
      • Subscriber Platform, to the best of its knowledge the Subscriber Platform runs on the latest application & security patches as well as antivirus and anti-spam patches to repel attacks. Also,  Subscribershall ensure that vulnerability assessment, penetration testing, security controls effectiveness check or security are done regularly to identify and remove any security threat.
    • Subscriber agrees that in the event of any interruption in the services of MMTC-PAMP, and/or unauthorized transmission of GAP Data, Customers KYC information and other information of Customer(s), infection of MMTC-PAMP’s Platform / software with any/all of the above arising solely due or relating to any hacking, cyber-attack, virus on software systems, platforms website of Signzy, Signzy Processing Centre, and/or Signzy failing to perform / observe its cyber security obligations herein and none of the above is attributable to MMTC-PAMP (all instances of the aforesaid evidenced by MMTC PAMP in writing), then all such Losses shall be borne by  Subscriber without any liability on Signzy/MMTC-PAMP.  Subscriber shall indemnify and hold harmless Signzy and MMTC-PAMP against any and all Losses emanating from such hacking, cyber-attack, and/or virus that are caused to or incurred by or suffered by Signzy and MMTC-PAMP due to or arising out of any claims, demands, by any Customer(s), regulators and authenticated third party providers (related or otherwise) in this regard.
    • Subscriber acknowledges and confirms that (i) Purchase of Gold by Customer(s), (ii) Sale of Product by Customer(s) (including both Residual Sale Back and Open Sale Back), (ii) Redemption of Product by Customer(s) in the form of Customer Redeemable Products; and (iv) Physical Delivery of Customer Redeemed Products, are essential features of GAP.  Subscriber hereby confirms that the Subscriber has the capability for providing – aforesaid features on and through Subscriber Platform. The Subscriber shall make requisite modifications and changes including technological up-gradation required to provide these essential features through such Subscriber’s Platform, prior to execution of the Product Terms and/or GAP Terms.
  • REPRESENTATIONS AND WARRANTIES
    • Subscriber represent, confirm and warrant that the Subscriber is fully authorized and empowered to enter into the GAP Terms. Subscriber shall ensure that it is not engaged in any criminal activities or otherwise acting grossly negligently or failing to perform the services hereunder and/or committing any fraud on the pretext of performing the Services hereunder.
    • Subscriber warrant that this GAP Terms does not constitute a breach of any existing Laws, regulations, patent, copyright, or other Intellectual Property in is country or countries of domicile and operation.
    • Subscriber shall be responsible to ensure its compliance of all the Central and State Government Rules and Regulations and any other statutory compliance with regard to their areas of operations / control and for consummation of transaction / arrangement contemplated herein.
    • Subscriber shall maintain accurate accounts and records, statement of all its operations in connection with its functions under this GAP Terms.
    • Neither Party nor its employees assigned for the performance under this GAP Terms shall be, or be deemed to be for any purpose, an employee or agent of the other Party. Each Party shall be solely responsible for the acts or omission or commission of its appointed agents, employees, officers etc.
    • Subscriber warrant that in the case of any third-party software / IP used in respect of this GAP Terms, it has required license and the right to grant a sub-license to use such third-party software / IP.
    • Subscriber warrants that it shall provide due diligence report of Subscriber Platforms using a risk-based approach, as may be required by Signzy.
  • INTELLECTUAL PROPERTY RIGHTS
    • Notwithstanding anything contrary contained herein, MMTC-PAMP/ Signzy shall remain the sole and exclusive owner of all rights, titles and interests of its Intellectual Property and Confidential Information and nothing herein shall be construed to grant to Subscriberany right, title or interest, implied or express, in the Intellectual Property or Confidential Information of MMTC-PAMP/ Signzy. The Subscriber, MMTC-PAMP and the GAP Customers shall be the joint owners of the Intellectual Property in GAP Data. The GAP Data shall be used only for the purpose of this GAP Terms and other internal purposes.
    • MMTC-PAMP retains all right, title and interest in its Intellectual Property. No interest whatsoever in MMTC-PAMP’s Intellectual Property rights is created or granted by this GAP Terms and use of any Intellectual Property right vested in the other party by MMTC-PAMP shall be strictly in terms of this GAP Terms and only limited for the purposes of this GAP Terms. Subscriber shall not license, sell, assign, publish, disclose, display or otherwise make available the Intellectual Property of MMTC-PAMP to any Entity(s), and Signzyis expressly prohibited from distributing, licensing, sub-licensing, assigning or in any other manner transferring the Intellectual Property rights of MMTC-PAMP or any other Confidential Information or any portion thereof in any form whatsoever.
    • All writings and works of authorship relating to the Intellectual Property created by either party including but not limited to software, source code, blueprints, diagrams, flow charts, modifications, enhancements or changes made by such party to any of its Intellectual Property shall be owned by that particular party. To the fullest extent permissible by applicable Laws, Subscriber agree that it will not, nor will they allow others to, reverse engineer or disassemble any parts of the Intellectual Property of MMTC-PAMP/ Signzy.
    • All software including all translation, modification, adaptation or derivation of the same provided or created by MMTC-PAMP and all systems and data-bases provided hereunder by MMTC-PAMP to SubscriberPlatform in connection with this GAP Terms, and all new modules or services, copies, enhancements, improvements, new versions or updates associated therewith are exclusive property of MMTC-PAMP and all right, title and interest therein remains in MMTC-PAMP.
    • All Intellectual Property including but not limited to trademarks, logos, trade-names etc., of MMTC-PAMP are the proprietary marks of MMTC-PAMP or its affiliates, as the case may be, and Signzyshall not have any express or implied right on such Intellectual Property, save and except limited license to use the marks / trade name as consented to and permitted by MMTC-PAMP and as per and subject to this GAP Terms.
    • The Parties agrees that the other Party may use the logos, service marks and its trade marks on a non-exclusive and royalty-free basis for displaying it on any of the marketing material , during the term of this GAP Terms. The Parties agree that at any point of time the other Party may prohibit from using any marks, logo, trademarks, trade names and other Intellectual Property permitted which are not as per brand, logo and product guidelines or adversely affect the interest of such Party in any way whatsoever.
    • Subscriber shall not use / adopt / utilize any Intellectual Property of MMTC-PAMP for any purpose, including for the purposes of brand building, business development, sales promotion / marketing activities, including but not limited to, use of the same in advertisements, pamphlets, brochures, websites, manuals, on Signzy Platform or any other audio / visual medium or in any other manner without obtaining prior written authorization of Signzyand without adhering to the policy framework and standards, as MMTC-PAMP may from to time issued by Signzy for such purposes. Subscriber shall ensure that neither Subscribernor any of its employees takes any action that constitutes, or could reasonably be expected to constitute, a violation or infringement of any Intellectual Property rights held by MMTC-PAMP and/or any terms prescribed herein.
    • The Subscriberwill assist MMTC-PAMP/ Signzy in securing, maintaining and defending any of its Intellectual Property. In doing so,  Subscriberagrees to reasonably assist in the execution of copyright assignment documents and any other Intellectual Property assignment documents needed to properly confirm the Intellectual Property rights of the MMTC-PAMP/ Signzy, at the cost and expense of requesting Party.
    • Upon termination of this GAP Terms for any reason, the Parties will immediately cease the use of Intellectual Property of the other Party and destroy or deliver all materials in Subscriber’s control or possession which bear such names, and trademark including any sales literature or any other intellectual property rights of such Party.
  • CONFIDENTIALITY
    • Signzyacknowledges that in the course of performing their obligations and responsibilities under this GAP Terms, certain Confidential Information may be disclosed / communicated by MMTC-PAMP, through its associates, affiliates, partner, officers, employees, agents, nominees, etc. (“Discloser” or “Disclosing Party”) to Signzy, its associates, affiliates, partners, officers, employees, agents, nominees, etc., (hereinafter collectively referred to as the “Receiving Party” or “Recipient”).
    • Confidential Information shall remain the exclusive property of the Disclosing Party. However, information acquired / documented by the Receiving Party that (a) is or becomes generally available to the public, without the Receiving Party being responsible therefore; (b) was in its possession or known by itself prior to receipt from the Disclosing Party as evidenced in writing, except to the extent that such information was unlawfully appropriated; and /or (c) was independently developed by it without use of any Confidential Information of the Disclosing Party, shall not be considered as Confidential Information.
    • Standard of Care: Recipient acknowledges and agrees that it shall maintain strict secrecy, confidentiality and privacy in respect of the Confidential Information. Signzy shall not, and shall cause other Recipient not to, disclose, reproduce, use, distribute, or transfer, directly or indirectly, in any form, by any means, or for any purpose, the Confidential Information, except as may reasonably be required and necessary to, or for performance of this GAP Terms. Recipient will use at least the same degree of care to safeguard and prevent disclosing to third parties the Confidential Information of the other as it employs to avoid unauthorized disclosure of its own information of a similar nature, and in any event, no less than strict confidence.
    • Recipient shall ensure that personnel receiving any Confidential Information from the Recipient shall comply with these confidentiality provisions. Recipient will be responsible for any disclosure of Confidential Information by such Party’s personnel and permitted subcontractors, or agents.
    • The disclosure of such Confidential Information to Recipient does not confer upon Recipient any license, interest, or rights of any kind in or to the Confidential Information, except as expressly provided/ agreed under the GAP Terms.
    • If Confidential Information is disclosed by Recipient pursuant to a requirement, of an order or a governmental agency or by operation of law, provided that Recipient shall first notify Discloser prior to disclosure in order to give Discloser an opportunity to seek an appropriate protective order and/or waive compliance with the terms of the GAP Terms and shall disclose only that part of the Confidential Information which Recipient is required to disclose and/ or the information relates to the tax treatment or the tax structure of the transactions contemplated herein, or any other government authority, unless prohibited by such order of governmental agency or authority to notify Discloser.
    • Signzy shall be responsible for any breach by it or other Recipients of confidentiality under this GAP Terms caused by its personnel, employees, consultants, sub-contractors directors, as if such persons or entities were themselves parties to this GAP Terms.
    • Signzy shall not, and shall ensure that other Recipients shall not, publish, advertise, communicate or permit the publication, advertisement or communication of any of the Confidential Information of MMTC-PAMP to any person or Entity in any manner whatsoever. Signzy shall not use or permit to be used in any manner the Confidential Information for any purpose whatsoever except for purposes of this GAP Terms. Any disclosure of Confidential Information permitted hereunder shall be made pursuant to written confidentiality GAP Terms restricting further use and disclosure. Signzy shall be responsible for any breach of confidentiality under this GAP Terms caused by its personnel, employees, consultants, sub-contractors, board members and third party, as if such persons or entities were themselves parties to this GAP Terms.
    • This clause shall survive for a period of 1 (one) year from the date of expiry of this GAP Terms or termination thereof.
    • Return: Subject to this GAP Terms, all Confidential Information made available by Disclosing Party, including copies of the Confidential Information, shall be returned or destroyed upon the expiration or termination of this GAP Terms and completion of a Party’s obligations hereunder and certify such destruction to the Disclosing Party, as the Disclosing Party may direct.
    • Signzyand MMTC-PAMP acknowledge and agree that it would be difficult to fully compensate the Disclosing Party for damages resulting from a breach of the foregoing provisions and, accordingly, that the Disclosing Party may seek temporary and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, to enforce such provisions. This provision with respect to injunctive relief shall not, however, diminish Disclosing Party’s right to indemnification and to claim and recover damages.
  • DATA PROTECTION
    • The Parties agree and acknowledge that within the scope permitted by and subject to applicable Laws in India for handling personal and sensitive information, each Party shall at all times be entitled to receive, collect, store, use, process and transfer the Customer Data.
    • GAP Data
      • MMTC PAMP shall be the sole and exclusive owner of GAP. GAP Data shall be the joint proprietary of Subscriber, MMTC-PAMP and GAP Customers. Subscriber, MMTC-PAMP and GAP Customers being the joint owners and proprietor of GAP Data shall retain all Intellectual Property rights to the GAP Data and shall be entitled to use, maintain, access, store, process, exploit, transfer, etc., the GAP Data for the purpose of this GAP Terms only.
        Signzy agrees that GAP Data shall be treated as confidential information, except to the extent and for purposes and as required under this GAP Terms, and Subscriber shall be responsible for complying with the confidentially obligations under this Product Termsin respect of such GAP Data.
      • Subscriber shall:
        • ensure that it and its employees, agents, representatives, nominees etc., collect, access, maintain, and process GAP Data subject to the requirements set forth in this clause and for the sole purpose of performing Services subject to this GAP Terms and shall in no way maintain, access, store, process, transfer, etc., and refrain from engaging in any behavior which renders or is likely to render it in breach of same;
        • take appropriate technical and organizational measures to guard against unauthorized or unlawful processing of GAP Data and against accidental loss or destruction of, or damage to the GAP Data. In doing so, Subscribershall provide a level of security appropriate to the harm that might result from any unauthorized or unlawful processing, disclosure, use and dissemination of GAP Data and against loss or destruction of, or damage to, the GAP Data, and also the nature of the GAP Data being protected;
        • protect the GAP Data and Customer Date with no less than reasonable degree of care, to prevent
      • Subscriber undertakes:
        • To process GAP Data for the purpose of its performance and only for the period required for such performance as per the terms of this GAP Terms;
        • To ensure the security of Customer Data and GAP Data entrusted for processing;
        • To provide all reasonable assistance and support, to Signzy and MMTC-PAMP in the event of an investigation by a data protection regulator or similar Government Authority, relating to the collection, maintenance, use, processing or transfer of Customer Data and/or GAP Data; and
        • Not to use GAP Data entrusted to it for any purposes other than those provided for in this GAP Terms and in particular, not to make such data available, in any form, to unauthorized third parties.
  • INDEMNITY and LIABILITY
    • Subscriber liability: Subscriber hereby undertakes and agrees to indemnify at all times and hold harmless Signzy, MMTC-PAMP, their employees, officers without protest or demur, from and against all Losses, liability, damages and expenses for claims (including legal costs and expenses and lawyers’ fees incurred by Signzy and MMTC-PAMP in connection with any claim or legal notice or legal proceedings) arising, suffered and/or incurred by and/or caused out of or in connection with:
      • Any failure of performance, breach of undertakings, warranties, covenants, declarations or obligations under this GAP Terms by Signzy;
      • any non-fulfilment of Signzy Service and/or any deficiency in Service;
      • third-party claims proving that any Signzy Service or any software or Intellectual Property of Subscriberused in delivery of Services infringes any patent, copyright, trademark, or other proprietary right or constitutes a misuse of any trade secret information of the third party / Person;
      • any wilful misconduct, gross negligence or default of Subscriber;
      • any violation of applicable law, statute or regulation by Subscriber; or
      • as a result of any unauthorized modification or amendment to the prescribed Subscriber Terms and Conditions or to GAP, which is not provided by Signzy or one that Signzy has not specifically approved.
  • LIMITATION OF LIABILITY
    • For the purpose of this clause, “liability” means any liability, whether under contract, tort, or otherwise, including for negligence.
    • Notwithstanding anything in this GAP Terms to the contrary, the total liability of Signzy in respect of claims by Signzy (other than claim by Signzy for Service Charges), whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed a total service fees payable for last 3 (three) months.
    • Neither Party shall be liable under any circumstances for incidental, indirect, special or consequential damages of any kind, including lost profits, loss of use of equipment or services, cost of substitution goods or damages to business or reputation arising from the performance or non- performance of any aspect of this GAP Terms, whether in contract or tort or otherwise.
  • SUSPENSION / DISCONTINUATION OF GAP ON THE SUBSCRIBER PLATFORM(S)
    • Signzy shall be entitled to at any time to suspend, discontinue or terminate GAP on Subscriber Platform(s) on grounds or for reasons or stipulations as set out under the Subscriber and Customer Terms and Conditions, with prior notice of 3 (three) days to enable the Subscriber to cure the non-payment default during such cure period.
    • Subscriber shall provide requisite assistance and co-operation to Signzyas may be required for suspension / discontinuation of GAP on Subscriber Platform(s) including as contemplated in the MMTC PAMP, Subscriber Terms and Conditions.
    • In the event MMTC-PAMP/ Signzy hereby discontinues / closes GAP on Subscriber Platform(s), then in such an event, the Subscriber Terms and Conditions of such Subscriber Platform shall stand terminated. In such an event, Subscriber shall continue to provide Services during the Transition Period (as defined in MMTC PAMP, Subscriber Terms and Conditions).
    • Notwithstanding the suspensions / discontinuation of GAP on any particular Subscriber Platform, Subscriber shall continue to comply and conform to the provisions of this GAP Terms for continuing GAP on other continuing Subscriber Platform(s).
  • TERMINATION
    • In the event of a material breach or default by either Party of its obligations, representations and warranties set out under this GAP Terms or where the other is identified as a source of fraudulent activity or engages in any act which causes damage to the brand / goodwill of other Party whether financial or otherwise, the non-defaulting Party shall immediately suspend the Subscriber Services and shall inform Subscriber(s) within 24 hours of such suspension. The Party discontinuing the Subscriber Services due to the defaulting Party’s failure to perform its obligations or having breached a representation or warranty, as set forth in this GAP Terms, shall permit the defaulting Party to remedy such breach within 15 working days (“Cure Period“). In the event the defaulting Party fails to rectify the breach within the Cure Period, the Parties shall in such a case extend the Cure Period which would be mutually agreed between the Parties failing which the non-defaulting Party shall be entitled to terminate this GAP Terms with immediate effect.
    • This GAP Terms shall automatically terminate if either Party:
      • is dissolved or liquidated as per applicable law;
      • applies for or consents to the appointment of a receiver, trustee or liquidator for its assets or for a substantial part of its assets as per applicable law;
      • files a voluntary petition in bankruptcy as per applicable law;
      • makes a general assignment for the benefit of creditors; or
      • is the subject of an order, judgment or decree adjudicating such Party bankrupt or insolvent or approving a receiver, trust or liquidator for said Party which is not dismissed within 90 days from the date of issuance or filing, then the other Party may terminate this GAP Terms upon delivery of written notice of termination (effective 30 days later).
      • Automatically upon the expiry of FIVE [5] years from the date of this GAP Terms with the efflux of time.
    • Either Party can terminate this GAP Terms forthwith in the event (i) any license/ permission obtained by other Party from Government Authority for the purposes of delivering services under this GAP Terms is suspended / withdrawn / cancelled, for any reason whatsoever, or (ii) any violation of any applicable Law(s) by other Party which adversely affects the interest of the non-defaulting Party.
  • OBLIGATIONS RELATED TO TERMINATION
    • Immediately upon termination of this GAP Terms, the Customer Purchase Order(s) through respective Subscriber Platform(s) shall be deactivated. All other Transactions offered to Customer(s) on Subscriber Platforms shall be as per the process and mechanism provided and prescribed by Signzy, and the Subscriber shall accordingly provide Services for the same for the Transition Period. On termination of this GAP Terms, MMTC-PAMP shall provide assistance to the customers for dilution/sell-off of the assets of the Customers and promptly refund the funds of the Customers or refer the Customer to another Subscriber/ other platforms, as may be elected by the Customers.
    • Subscriber shall continue to provide Signzy Services, as required by Signzy, for a period of at-90 (ninety) days  from the date of termination (hereinafter referred to as the “Transition Period“).  Subscriberacknowledges and agrees to provide requisite assistance and co-operation to Signzy/MMTC-PAMP and also agrees that these terms and conditions and its obligation herein shall continue during Transition Period.
    • Subscriber shall also ensure that all communication and information be sent to each of the Subscriber(s) shall be as per the requirements ofSignzy.
    • MMTC-PAMP and Signzyshall have a right, as may be determined by it, to:
      • continue with GAP directly on one or more Subscriber Platforms as per the terms and conditions agreed by MMTC-PAMP with such respective Subscriber or on an alternative platform as decided by MMTC-PAMP; and/or
      • engage third party electronic transaction processing service provider for continuing GAP.Any termination of this GAP Terms, for any reason whatsoever, shall in no way (i) affect any accrued rights or liabilities of any Party (ii) prejudice, limit or be in lieu of any rights and/or remedies available to either Party at law or in equity or (iii) affect the coming into force or continuance in force of any provision hereof which is expressly or by implication intended to come into existence or continue in force on or after such termination.
  • MISCELLANEOUS
    • Nature of GAP Terms / Relationship. The relationship between Signzy, Subscriber and MMTC-PAMP shall be on a principal-to-principal basis. Nothing contained in this GAP Terms shall be deemed to constitute either party a partner, joint venture agent or legal representative of the other party, or to create any fiduciary, employer – employee relationship between Signzy, Subscriber and MMTC-PAMP. Signzy shall select its own employees, subcontractors, agents and representatives and such employees, subcontractors, agents and representatives shall be and act under the supervision and control of Signzy, and Signzy shall be solely responsible and liable for payment of wages, salary, emoluments, and other benefits as well as compliance of all statutory compliance under applicable Laws. It is clarified that where any sale under this GAP Terms, Signzy shall only act as an online platform / intermediary to provide the services.
    • Overriding Effect. The Annexures, amendments, modifications etc. form part of this GAP Terms and shall have the same force and effect. In the event of a conflict between this GAP Terms and the Product Terms, this GAP Terms shall prevail
    • Remedies. In the event of breach by Signzy, MMTC-PAMP shall be entitled to exercise any and all rights and remedies as shall be available to it at law or in equity, including injunctive relief. MMTC-PAMP may exercise remedies concurrently or separately, and the exercise of one remedy shall not be deemed either an election of such remedy or a preclusion of the right to exercise any other remedy
    • Severability. Where any particular term or provision of this GAP Terms is determined under applicable law to be un-enforceable, such un- enforceable term (s) shall be severed from and will not affect any other terms and conditions. MMTC-PAMP reserves the right to substitute any such un-enforceable term or provision with a suitable and enforceable provision at its sole discretion.
    • Waiver. Any failure or wilful inaction of a party at any time to require observance or performance by any other party of any of the provisions of this GAP Terms shall in no way affect the first stated party’s right to require such observance or performance at any time thereafter, nor shall it be construed or understood as waiver of any succeeding breach of such provision, nor shall it be deemed to be a waiver of any other provision, condition or requirement hereof. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.
    • Further Assurances. Subscriber shall cooperate with Signzy and agree to execute and cause its personnel and/or permitted subcontractors and agents to execute such other documents or take any other actions as may be reasonably necessary or appropriate to achieve the objectives of and transaction contemplated in this GAP Terms. Signzy is authorized to contact service providers, disclose the existence, nature and contents of this GAP Terms and sign GAP Terms with service providers or any regulatory or statutory authority.

List of Annexures

Schedule 1             –               “Subscriber process flow and fun flow”

Schedule 2             –               “RECONCILLIATION AND SETTLEMENT”

Schedule 3             –               Process flow for handling Customer(s) complaints / escalations

Schedule 4             –               Branding &product guidelines

Schedule 5             –                MMTC – PAMP, SUBSCRIBER and CUSTOMER Terms and Conditions

SCHEDULE 1

A. Detailed Process Flow and Fund Flow in respect of Purchase of Product

StepProcess OwnerProcess Action
1CustomerCustomer sees the Live Rate of Gold- Purchase on Subscriber Platform.
2CustomerCustomer confirms the buy quantity of Product for Re. 1 upwards.
3SubscriberSubscriber receives payment from Customer in their designated account through Payment Gateway Partner.
SignzySubscriber transfers the funds to the Collection Account of Signzy.
4DGSDGS captures transaction level data including commission due to Signzy
5DGSDGS also gets intimation from Subscriber panel about individual transaction payment.
6MMTC-PAMPBasis the confirmation received back from Subscriber through API, MMTC-PAMP credits the quantity of Product in the GAP Account.
7MMTC-PAMPMMTC-PAMP generated invoice details are relayed to Subscriber system and Subscriber generates the invoice.
8SubscriberSubscriber shares the trade & settlement data for the reconciliation through Signzy and also remits the amount due against the sales of the previous day. This payment is: Gross value of metal as received from the customer.
9MMTC-PAMPMMTC-PAMP reconciles transaction wise payment details, flags if there is any difference.
10SubscriberSignzy will raise an invoice against the commission, within 15 days of every month for previous months transactions.
11MMTC-PAMPMMTC-PAMP pays commission to Signzy.
12MMTC-PAMPMMTC-PAMP provides the TDS certificate quarterly to Signzy for the TDS deducted and deposited in their account.

B. Detailed Process Flow and Fund Flow in respect of Redemption of Customer Redeemable Products

StepProcess OwnerProcess Action
1CustomerCustomer initiates a redeem transaction on Subscriber Platform.
2CustomerCustomer places the order of the desired denomination as per his/her Gold balances on the Subscriber Platform and makes the payment of applicable making and delivery charges. Subscriber collects this payment in the Subscriber’s Designated Account, which is transferred to Collection Account and confirms to MMTC-PAMP.
3MMTC-PAMPMMTC-PAMP debits the corresponding gold balance from Customer’s GAP Account.
4SubscriberAt T+1, Subscriber remits the money collected against the redemption to MMTC-PAMP.
5MMTC-PAMPMMTC-PAMP reconciles transaction wise payment details, flags if there are any differences
6MMTC-PAMPBack office enters the payment received details in MTS/DGS.

C. Detailed Process Flow and Fund Flow in respect of Residual Sale Back and Open Sale Back

StepProcess OwnerProcess Action
1CustomerCustomer initiates a Transaction, selects the quantity of Gold/ Rs. Worth of Gold to be sold.
2SubscriberSubscriber authenticates the Transaction.
3CustomerCustomer selects mode of fund receipt, bank account, provides details thereof.
Makes payment of Subscriber convenience fee (as applicable).
4SubscriberSubscriber credits Customer’s bank account or wallet as indicated by customer.
5SubscriberSubscriber displays a MMTC-PAMP issued purchase confirmation receipt for this Transaction.
6MMTC-PAMPAt T+1, MMTC-PAMP will remit the monetary value of Gold sold to Subscriber

D. Detailed Process Flow for Customer to Customer Transfer

StepProcess OwnerProcess Action
1CustomerCustomer initiates the Transaction by selecting the quantity of Gold to be transferred and the beneficiary contact details (mobile number).
2SubscriberSubscriber requests the Customer to confirm the Transaction.
3CustomerCustomer confirms the Transaction and Gold gets transferred from sender to receiver’s GAP Account.
4Once the Gold is transferred, Transaction cannot be cancelled or revoked.
5Since there is no consideration involved, therefore no fund flow or settlement with respect to this Transaction will take place.

SCHEDULE 2

RECONCILLIATION AND SETTLEMENT”

The Subscriber shall follow the below mentioned process for the reconciliation:

  1. Subscriber to send T+1 Data to Signzy every working day. Subscriber to share data with Signzy over SFTP Location, email and their merchant/seller panel.
    In case of incomplete or inaccurate data share by Subscriber with Signzy, the Subscriber would share the correct information at the latest within 3 (three) days.
  2. Signzyreconciliation team runs the data in SQL using pre-written code and reconciles the two data sets.
  3. Signzy reconciliation team checks and sends out the output reports to the Subscriber. These reports are used by the Signzyteam to process payments and escalate exceptions.
  4. Payment deduction communication is sent to Subscriber in all cases where We Sell/Customer buy payment from Subscriber is pending for over 3 days.
  5. Signzy process the payments through MMTC-PAMP and order data is sent to Subscriber. (We Buy/ Customer Sell payment to Subscriber is made for Transactions that have a settlement date and reconcile in the reconciliation system)
  6. Subscriber shares the data for all exception related Transactions (Any transactions standing in exceptions payment will be processed only once transactions reconcile successfully between MMTC-PAMP and Subscriber)
  7. Call to be held between MMTC-PAMP and Partner daily to go over any open exceptions.

SCHEDULE 3

Chargeback and fraud handling process

Fraud Handling

In case a fraud transaction happened on Subscriber Platform, following process is to be followed to resolve it:

Fraud Notification

  • If MMTC-PAMP/ Signzy receives the Customer complaint/Cybercrime FIR, the same shall be notified to Subscriber.
  • In few cases, victim or cybercrime may reach out directly to Subscriber as well.
  • In both the above cases, basis the above-mentioned information, Subscriber to block the fraudster’s account.

How to treat the fraud transaction when fraudster has Gold balance

  • Once Subscriber receives the FIR directly from the cybercrime department with victim details then Subscriber shall immediately block the fraudster’s account and intimate the customer that pending criminal investigation the account has been blocked and that the account would be unblocked as and when so directed by any competent court and/or the cybercrime department/police authorities . Subscriber to confirm the same cybercrime department and keep MMTC and Signzy informed of this.

What action to be taken if Gold balance is not in fraudster account

  • If the fraudster has already liquidated the Gold and taken money into his/her account then same needs to be notified to the cybercrime department along with the complete details available of the fraudster.
  • In none of the above cases, transactions will be cancelled.

SCHEDULE 4

BRAND, LOGO AND PRODUCT GUIDELINES

All marketing campaigns to be at Subscriber discretion and can be informed to Signzy prior to any marketing campaigns, for example: Your social media calendar (What Ad is coming where?)

  1. The scripts of all forthcoming radio/TV ads, in case any are already scheduled.

Following is a short list of do’s and don’ts which can be used as Standard Guidelines by your Design Team:

DosDon’ts
Brand Protection
·         When mentioning GAP for any public announcement or Press release, if SUBSCRIBER is mentioned, the same sentence should also say MMTC-PAMP.   For example:

 

SUBSCRIBER has partnered with Signzy and MMTC-PAMP to launch Digital Gold.

SUBSCRIBER presents ‘Gold’ by MMTC-PAMP, in collaboration with Signzy

 Gold on SUBSCRIBER powered by MMTC-PAMP through Signzy

Signzy presents ‘Gold’ by MMTC to its clients/partners.

 

·         When mentioning GAP for any public announcement or Press release, SUBSCRIBER cannot be written without MMTC-PAMP. For example:

 

SUBSCRIBER launches Digital Gold

Digital Gold by SUBSCRIBER

Buy Gold from SUBSCRIBER certified by MMTC-PAMP

 

 

 

·         Have to place the MMTC-PAMP Logo in ‘Digital Gold’ marketing collateral.
·         On all social media platforms, MMTC-PAMP be tagged.

FB: MMTCPAMP

Twitter: MMTCPAMP

Instagram: MMTCPAMP

LinkedIn: MMTC-PAMP India Pvt. Ltd.

Pinterest: MMTCPAMP

Youtube: MMTCPAMP

Solicitation
·         Can say competitive pricing, fair pricing·         Can’t use words implying : Best pricing/lowest pricing
·         Please continue with promotions.·         Cannot use a time stamp on the messages (SMS) as by the time the customer receives the message the price of Gold has already changed.
·         Can use words like

saving,

accumulate

·         Cannot use words like

investment

Return

Interest

·         Can say sealed packaging·         Should not say Customized packaging
Do’s
SMS CAMPAIGN :
Check 1: Before sending the SMS, any factual status on prices of Gold, or the Customer account balance, etc. must be verified by SUBSCRIBER.

Check 2: The SMS should not appear as advisory, the tenor and language of SMS should be inviting in nature.

Possible way to rephrase the text – “Best Gold prices in last [__] months. You can buy now to build your balance.”

Examples:1.            Your portfolio balance is rising. Buy more to build up your balance.

Before sending the SMS, the factual status of Gold balance in the GAP Account of Customer and the fact that it is rising should be verified before sending the SMS.

Suggested Line: “Your portfolio gold balance is rising. You can buy more gold to build up your balance”.

2.            Your portfolio value has increased by x%. Keep saving Digital Gold.

The accuracy and basis for calculation of % increase in the portfolio value of Customer needs to be verified before sending the SMS.

Suggested Line: “Your portfolio value has increased by x%. You can keep buying and saving Digital gold”.

3.            Gold prices are (x%) lower than when you bought. Build up your balance now.

Since Gold will be purchased by the Customer in multiple transactions and at different prices, so please confirm if this will be a personalized message sent only to those Customers where the prevailing Gold price is lower than the price at which that Customer bought the Gold.  These facts need to be verified before sending out the SMS.

Suggested Line: “Gold prices are (x%) lower than when you bought on [___]. You can buy more gold to build up your balance”.

4.            Gold prices are falling. Best time to buy more.

Before sending the SMS, the factual status of prices of Gold and the fact that it is falling should be verified.

Suggested Line: “Gold prices are falling. You can buy more gold.”

5.            Gold prices are the lowest in x hours / days / months / weeks. Hurry and buy more to increase your saving.

Before sending the SMS, the factual status of prices of Gold and the fact that it lowest should be verified at your end.

Suggested Line: “Gold prices are the lowest in x hours / days / months / weeks. You can buy more gold to increase your saving.”

6.            Buy more to increase the value of your portfolio.

Suggested Line: “You can buy more gold to increase the value of your portfolio.”

7.            Gold price were Rs xxxx/g as of xx AM / PM today. Buy more now!

Before sending the SMS, the factual status of prices of Gold should be verified at your end.

Suggested Line: “Gold prices were Rs xxxx/g as of xx AM / PM today. You can buy more gold!”

8.            Best Gold price in months. Buy now to build your balance

Before sending the SMS, the factual status of prices of Gold and the fact that it is best price should be verified at your end.

Suggested Line: “Best gold prices in last [__] months. You can buy now to build your balance.”

(B) Co- Branding and logo guidelines

  1. Wherever you are using our company name.
  2. Product description etc.

Following is a short list of do’s and don’ts which can be used as Standard Guidelines for your marketing materials.

DosDon’ts
Brand Protection
·  Wherever MMTC-PAMP logo shall be used it should be as per the logo guidelines (refer to Annexure )

·  The name of the Company is MMTC-PAMP and should be written only in this format:

MMTC-PAMP

 

 

·  Please do not use MMTC-PAMP logo in any other manner apart from that mentioned in the Annexure

·  Do not write:

MMTC

MMTC PAMP

MMTC pamp

mmtcpamp

MMTC-pamp

mmtcpamp

mmtc – pamp

 

Solicitation
 

About MMTC-PAMP:

 

A joint venture between the world’s leading bullion brand, PAMP, from Switzerland and MMTC Ltd, a Government of India Undertaking, MMTC-PAMP seamlessly marries Swiss excellence with Indian ingenuity.

 

MMTC-PAMP India Pvt. Ltd. is internationally recognized as an industry leader for bringing global standards of excellence to the Indian precious metals industry. We have received several awards since our inception from local and global industry bodies for the transparency and sustainability that we rigorously uphold in our acquisition, refining and supply of precious metals to the Indian market.

 

Our core philosophy of creating world class products in a world class way reflects in the quality of our precious metals and the trust our customers and partners place in us: We are the only LBMA-accredited gold refinery in India and our gold is accepted across global commodity exchanges and central banks. We strive to continue to serve all our markets with integrity and excellence.

 

Cannot use sentences like:

 

India’s Navaratna company & largest trading body, ‘Metals and Minerals Trading Corporation of India’ (MMTC-PAMP).

Government led brand MMTC

 

 

Manufactured in India using most advanced Swiss engineering technology-sealed, signed, individually serial numbered assay-certified packaging

 

Cannot use sentences like:

Gold imported from Switzerland

Temper-proof blister certicards

Packaged as per highest global standards by India’s Navaratna company & largest trading body, ‘Metals and Minerals Trading Corporation of India’ (MMTC-PAMP)

 

 

  Can say sealed packaging 

Temper-proof blister certicards

 

SCHEDULE 5

MMTC – PAMP, SUBSCRIBER and CUSTOMER Terms and Conditions.

These Terms and conditions bind MMTC-PAMP,the SUBSCRIBER and the CUSTOMER ( PARTIES).These “Terms and Conditions”(“Terms”) constitute an electronic record within the meaning of the applicable laws. This electronic record is generated by a computer system and does not require any physical or digital signatures. These Terms shall be in addition to and not in derogation to any other terms as stipulated from time to time between one or more of the Parties.By the Hosting/Displaying/Publishing of these Terms and Conditions on the Platforms (website, mobile apps, others) MMTC-PAMP and the SUBSCRIBER are agreeing to and accept the same. By using this facility on the SUBSCRIBER Platform  (the Platform on which these conditions are hosted/displayed). By accessing and transacting on the Platform the CUSTOMER agrees to and accepts these Terms and Conditions.

  1. In these Terms and Conditions references to:
    (a) “GAP” shall mean Gold Accumulation Plan as hosted on the SUBSCRIBER Platform.(b) “SUBSCRIBER” shall mean an Entity who shall provide a Platform on which the GAP shall be hosted and where the Customer(s) would visit to access and transact/undertake the activity of buying/redeeming/selling back Gold.(c) “SUBSCRIBER PLATFORM” shall mean websites, mobile apps and such other electronic Platforms belonging to the SUBSCRIBER including all contents, services and technology offered through the Platform and where the GAP is hosted for use by the Customer and where these Terms and Conditions are hosted/displayed/published.(d)  “Transfer” shall mean a facility to transfer Gold from a Gold account of a CUSTOMER to the Gold account of another CUSTOMER(s).(e) “You/you/Your”, or “CUSTOMER” shall mean the Counter Party who transacts using the SUBSCRIBER Platform, being a natural person, buying Gold, redeeming Gold in the form of Redeemable Products, selling back Gold to MMTC-PAMP. “including all contents, services and technology offered through the Platform.(e) we”, “us” and “our” shall mean MMTC-PAMP India Private Limited.(f) “Service Providers”  shall mean independent third party service providers to MMTC-PAMP or the SUBSCRIBER.
  1. We reserve the right to change these Terms at any time. Such changes will be effective when posted on the Platform and shall be deemed to be notified to the CUSTOMER accordingly. Notwithstanding anything contrary, CUSTOMER shall be responsible for regularly reviewing the Terms and Conditions including amendments thereto as may be posted on the Platform and shall be deemed to have accepted the amended Terms and Conditions by continuing the use of the Platform.
  2. MMTC-PAMP/SUBSCRIBER shall be entitled to collect and store relevant information and documents provided by the CUSTOMER for cumulative lifetime purchases of Rs. 50,000/- and above and subsequently from time to time.
  3. As and when required by MMTC-PAMP / Subscriber, the CUSTOMER will be required to provide additional documents for fulfilling the KYC requirements. You authorize MMTC-PAMP and SUBSCRIBER to make such enquiries as they may feel necessary to satisfy themselves about the validity of Your identity. You undertake to update MMTC-PAMP and SUBSCRIBER in case of any change(s) in Your existing information or verification documents provided by you.
  4. You shall be responsible for the correctness of information to MMTC-PAMP / SUBSCRIBER from time to time. If you have reasons to believe that there is an error in the information furnished to MMTC-PAMP / SUBSCRIBER You shall immediately advice MMTC-PAMP / SUBSCRIBER in writing and forthwith provide correct / updated information.
  5. We reserve the right to terminate any Gold account, with or without notice to you, in the event the KYC documents / information are found to be incorrect or authenticity of the documents / information is found to be doubtful. You hereby undertake to indemnify and keep indemnified MMTC-PAMP and SUBSCRIBER against any and all losses, claims, liabilities costs etc. which may arise out of, or relating to, Your failure to identify yourself and validate Your account promptly and / or due to any incorrect KYC documents / information.
  6. You can offer to buy Gold worth Rs. 1.00 (Rupee One Only) and above incremental value(s) thereof, at the live purchase price of Gold of 999.9 purity displayed on the Platform.
  7. Payment will be accepted through Your  Card,Wallet, UPI or such payment options as May be made available on the Platform. At the time of purchase / redemption / sale-back / transfer of Gold, the relevant taxes will be chargeable as applicable and in accordance with  the Government regulations.
  8. At the time of redemption, the CUSTOMER can select a Product for redemption from the Catalogue of Redeemable Products . The Catalogue shall contain the list and particulars of these Redeemable Products will be hosted on the Platform. The list of Redeemable Products may be altered, changed and amended by MMTC-PAMP from time to time at its sole discretion.
  9. At the time of redemption in physical deliverable Product form, the CUSTOMER will pay additional manufacturing and delivery charges and the applicable taxes on the same. The Redeemable Product selected from the Catalogue, for delivery shall be subject to availability of stock with MMTC-PAMP.
  10. For each confirmed purchase of Gold by the CUSTOMER , MMTC-PAMP will be the Custodian of the Gold, till:
    (a)sell-back by the CUSTOMER,(b) redemption by the CUSTOMER, or(c) expiry of Custody Period. For the purpose of this clause, ‘Custody Period’ shall mean a period of 5 years from each separate purchase of Gold by the CUSTOMER. The Gold purchased by You or transferred to Your Gold account will be allocated and stored in a highly advanced and secured vault of MMTC-PAMP, with full insurance cover. If You redeem Your Gold after the Custody Period, additional charges will be levied.
  1. The CUSTOMER will have the option of redeeming and asking for physical delivery of the full or part of the accumulated Gold holding, in the form of Redeemable Products starting from 1 (One) gm and above. The residual fractional Gold remaining, upon redemption / Transfer by You of the entire Gold holding, can be sold back by You to us at the live sell-back price of Gold of 999.9 purity and the corresponding amount against the residual fractional Gold sold by You will be credited to your designated Bank Account.
  2. The CUSTOMER cannot buy and redeem Gold on the same day.
  3. You need to pay the applicable making and delivery charges in order to redeem the Redeemable Product of Your choice.
  4. Once the redemption has been initiated by You and payment received, then Your Gold grams will be debited accordingly from Your Gold account.
  5. MMTC-PAMP may also, from time to time in future, offer/permit the CUSTOMER to sell-back its Gold in fraction(less than one gram) to MMTC-PAMP at prevailing live sell-back price of Gold of 999.9 purity, during the offer period as may be announced / permitted by MMTC-PAMP. The money against the fractional Gold sold by a CUSTOMER would be credited to the CUSTOMER.
  6. Live purchase price of Gold will be displayed on the Platform and is subject to change from time to time. At the time You make request for redemption / sell-back, the value of Gold / quantity of Gold to be redeemed / sold back will be displayed based on live sell-back price of Gold. The live purchase price of Gold and live sell-back price of Gold may vary and also may be different from that available in the open market and/or in any other retail outlet. Your offer may be rejected irrespective of whether an item has been earmarked/wish listed by a CUSTOMER. In such an event, if You still wish to offer to purchase Gold or sell-back residual fractional Gold, You may make another offer at the changed price. MMTC-PAMP disclaims any and all claims and/or liabilities arising from such non acceptance of offer or revision in prices.
  7. While availing any of the payment method/s available on the Platform, MMTC-PAMP/SUBSCRIBER will not be responsible or assume any liability, whatsoever in respect of any loss or damage arising directly or indirectly to the CUSTOMER due to:
    1. Lack of authorization for any transaction/s,
    2. Exceeding the pre-set limit mutually agreed by and between the CUSTOMER and concerned Banks of the CUSTOMER,
    3. Any payment issues arising out of the transaction,
    4. Illegitimacy of the payment methods (credit/debit card frauds etc.) being used by a CUSTOMER,
    5. Temporarily discontinuation of invitation to offer,and / or
    6. Decline of transaction for any reason(s) whatsoever.
  1. MMTC-PAMP may, at its discretion, prescribe maximum individual/cumulative limits for Customers to accumulate Gold or transfer Gold through this scheme from time to time, and reserves the right to refuse to accept order exceeding such limit.
  2. At any point of time on any day MMTC-PAMP may temporarily discontinue the invitation to offer for any reason whatsoever.
  3. MMTC-PAMP will, at its discretion, close down Gold account of Customers, if;
    1. they are “Inactive accounts”,
    2. their Custody Period has expired and / or
    3. if MMTC-PAMP decides to discontinue the scheme.

    In such an event, Customers will be required to redeem and / or sell-back their Gold holdings. In the event the CUSTOMER chooses not to respond, then

    1. in case of expiry of Custody Period, MMTC-PAMP reserves the right to repurchase the Gold holding of the CUSTOMER at the then prevalent live sell-back price, after deducting applicable charges and taxes,
    2. in case of Inactive GAP account, MMTC-PAMP reserves the right to repurchase the Gold holding of the CUSTOMER, on the expiry of Custody Period, at the then prevalent live sell-back price,
    3. in case of discontinuation of scheme by MMTC-PAMP, MMTC-PAMP reserves the right to repurchase the Gold holding of the CUSTOMER, on the expiry of Custody Period, at the then prevalent live sell-back price

    For the purpose of this Clause ‘Inactive Account’ shall mean an account in which there has not been any transaction for a period of 6 (six) months or more.

  1. All the proceedings of such buy back (as stipulated in the preceding clause no.21) by MMTC- PAMP shall be kept in a dedicated GAP account and the CUSTOMER or the CUSTOMER’s successors can claim it after providing sufficient proofs (legal right to succession,Id, relationship etc).
  2. The CUSTOMER will not be entitled to make an offer if the postal PIN CODE of delivery address is outside the  serviceable areas. At the time of redemption, the CUSTOMER will be required to provide full delivery address.
  3. All Redeemable Products selected for for redemption by the  CUSTOMER for shall be delivered in the servicibleares within India as per the  instructions of the CUSTOMER through our logistics partners. All deliveries where applicable shall be made on a best efforts basis, and while MMTC-PAMP will endeavor to deliver the Products on the dates intimated, MMTC-PAMP disclaims any claims or liabilities arising from any delay in this regard.At the time of delivery, the CUSTOMER shall immediately open the Package and satisfy himself about the contents in the presence of the delivery Boy. Any complaint post delivery shall not be entertained by MMTC-PAMP/SUBSCRIBER.
  4. The logistics partner of MMTC-PAMP will make a maximum of three attempts to deliver Your order. After three attempts MMTC-PAMP Redeemable Product/Gold coin will be delivered back to MMTC-PAMP and the CUSTOMER will need to put a fresh request for the redemption.
  5. MMTC-PAMP shall not be liable / responsible, in any manner whatsoever, for any loss / liability arising out of or relating to any technical failure / issue in Platform and / or acts / omission not attributable to MMTC-PAMP.
  6. Notwithstanding anything contrary contained herein, the service, the interface and API work, and their respective information, pricing and data, and availability are subject to at any time and from time to time to human, mechanical , typographic, or other errors, oversights, mistakes, limitations, delays, service interruptions, including, without limitation, as may be due in whole or in part to, related to or arising out of computer hardware and software, telecommunication and operating systems, databases, or business processes and procedures, other problems inherent in, or which may be associated with, the use of the internet and electronic communications including, without limitation, force majeure event , Government / Regulatory actions, orders, notifications etc. and / or and acts and omissions of third parties etc. affecting or impacting the service, the interface or the API work, its information and data, or such communications. CUSTOMER acknowledges and agrees that MMTC PAMP is not responsible or liable whatsoever for delays, failures, or other loss due to, caused by or resulting from any such problems, in whole or in part. If Your Gold account is over credited or wrongfully credited / debited, then MMTC PAMP has the right to reverse / cancel without notice, or may require cancellation / reversal of such transaction at its sole discretion and debit / credit the Gold to / from Your Gold account, as the case may be. MMTC-PAMP shall not be liable for any wrong transfer of Gold by you to another account (including but not limited to transfer to a different user / CUSTOMER etc.) and the Gold grams shall not be reversed to you in case of an erroneous transfer and / or in case the transferee has already transacted the Gold transferred.
  7. Upon MMTC-PAMP confirming the purchase, redemption, sale-back of Gold by CUSTOMER in his / her Gold account , the order / request of CUSTOMER to purchase / redemption / sale-back / transfer, as the case may be, shall be binding on the CUSTOMER and cannot be cancelled.
  8. The CUSTOMER shall inform immediately, in any case no later than [30] days of the transaction, of any irregularities or discrepancies that may exist in his/her Gold account, failing which it shall be deemed that there is no error or discrepancies in the account. All records maintained by MMTC-PAMP, in electronic or documentary form of the instructions of the CUSTOMER and such other details (including, but not limited to payments made or received) shall as against the CUSTOMER, be deemed to be conclusive evidence of such instructions.
  9. The CUSTOMER understands and acknowledges that any purchase, redemption, sale-back or transfer from / to Gold account will be on instructions received from the CUSTOMER, and the CUSTOMER will not violate any applicable laws or regulations for the time being in force in or outside India. The CUSTOMER shall be responsible for complying with applicable laws in respect of purchase, redemption, sale-back to and from the Gold account including but not limited to the Prevention of Money Laundering Act, 2002, the Prohibitions of Benami Property Transactions Act, 1998, Income Tax Act, 1961 etc including amendment thereof. CUSTOMER also agrees and undertakes that he /she will not open any account in the name of any minor. MMTC-PAMP will not be liable in any manner in this regard.
  10. The CUSTOMER feedbacks pertaining to products shall be deemed to be non-confidential and non-compensatory in nature. MMTC-PAMP reserves the right, at its sole discretion to use such information for its internal purposes.
  11. In the event of termination / expiry of MMTC-PAMP’s arrangement with SUBSCRIBER or otherwise at any point of time, it may be neccessary to migrate Your Gold account to an alternative platform and continue with Gold account on such alternative platform (as decided by MMTC-PAMP). MMTC-PAMP/SUBSCRIBER shall also be entitled to notify the CUSTOMER for redemption of the products if that were to happen.
  12. These Terms shall be governed by and interpreted and construed in accordance with the laws of India. The courts in New Delhi shall have exclusive jurisdiction in respect of any matters arising therefrom.
  13. In the event any dispute arises out of or in connection with the Terms herein, including the validity hereof, the parties hereto shall endeavor to settle such dispute amicably in the first instance. The attempt to bring about an amicable settlement shall be treated as having failed as soon as one of the parties hereto, after reasonable attempts (which shall continue for not less than 15 fifteen calendar days), gives a notice to this effect, to the other party in writing.
  14. Waiver:Any failure or delay by MMTC-PAMP/ SUBSCRIBER to enforce or exercise any provision of these Terms and Conditions or any related right, shall not constitute a waiver by MMTC-PAMP/SUBSCRIBER of that provision or right. The exercise of one or more of a MMTC-PAMP/SUBSCRIBER’s rights hereunder shall not be a waiver of, or preclude the exercise of, any rights or remedies available to MMTC-PAMP under these Terms or in law or at equity. Any waiver of any provision shall only be effective if made in writing and executed by a duly authorized officer of MMTC-PAMP.
  15. Force Majeure:If performance under these Terms by MMTC-PAMP/SUBSCRIBER is prevented, restricted, delayed or interfered with by reason of labor disputes, strikes, acts of God, floods, lightning, severe weather, shortages of materials, rationing, inducement of any virus, Trojan or other disruptive mechanisms, any event of hacking or illegal usage of the Platform, utility or communication failures, earthquakes, war, revolution, acts of terrorism, civil commotion, acts of public enemies, blockade, embargo or any law, order, proclamation, regulation, ordinance, demand or requirement having legal effect of any government or any judicial authority or representative of any such government, or any other act whatsoever, whether similar or dissimilar to those referred to in this clause, which are beyond the reasonable control of MMTC-PAMP/SUBSCRIBERand could not have been prevented by reasonable precautions, then MMTC-PAMP/SUBSCRIBER shall  be excused and discharged from such performance to the extent of and during the period of such force majeure event, and such non-performance shall, in no manner what so ever, amount to a breach by MMTC-PAMP/ SUBSCRIBER of its obligations herein.
  16. Absence of relationship:You represent and warrant to MMTC-PAMP/SUBSCRIBER that You have sufficient experience and knowledge to make informed decisions to purchase/ redeem/ / sale-back Gold/Redeemable Products. You acknowledge that You are making all of Your own decisions in connection with purchases or redemption or sale-back and that You have not relied on any information made available by MMTC-PAMP/ Subscriber. Further that MMTC-PAMP/ SUBSCRIBER is not making any recommendation with respect to such purchases/redemption/sale-back/ of Gold/Redeemable Products. No relationship other than Seller-Purchaser, including, without limitation, any Agent-Principal relationship, any Advisor-Advisee relationship, any Employee-Employer relationship, any Franchisee-Franchisor relationship, any Joint Venture relationship or any Partnership relationship, exists between You and MMTC-PAMP.
  17. Electronic Order Risks:Order entry systems have been designed to provide an efficient and dependable method for entering orders. Commercial internet service providers are not 100% reliable and a failure by one or more of these providers may affect internet-based order entry. You acknowledge that the order entry system is an electronic mechanical system and as such may be subject to failure beyond the control of MMTC-PAMP/ Subscriber.Therefore, MMTC-PAMP shall not be responsible for errors, negligence, inability to execute orders, delays in transmission, delivery or execution of order due to breakdown or failure of transmission or communication facilities, or to any other cause beyond MMTC-PAMP/ Subscriber’s control or anticipation. You acknowledge that pricing or typographical errors may occur and that therefore, in the event that a Product is listed at an incorrect price or with incorrect information due to an error in pricing or Product information, MMTC-PAMP/SUBSCRIBER reserves the right, at our sole discretion, to refuse or cancel or reject any orders placed for the products. Furthermore, MMTC-PAMP reserves the right to deny refuse or cancel or reject any orders placed in case of market volatility and/ or unusual circumstances or conditions. This includes, without limitation, unexpected unavailability of MMTC-PAMP Product/Gold.
  18. CUSTOMER responsibility for taxes, tariffs and duties: You acknowledge that You are solely responsible for all taxes, tariffs and duties that may be incurred as a result of purchase/redemption/ of Gold/Redeemable Products. MMTC-PAMP/SUBSCRIBER will only collect taxes, tariffs and duties on transactions to the extent explicitly required by law. It is Your responsibility to be aware and properly address any taxes, tariffs and duties to which You may be subject by any local, state and/ or Central governments. If You have any questions about taxes, tariffs and duties, You should consult a tax or other Professional about Your unique circumstances. MMTC-PAMP/ SUBSCRIBER does not represent to provide advice or recommendations about Your specific taxes, tariffs and duties.
  19. Indemnification: CUSTOMER hereby agrees to indemnify and keep SUBSCRIBER indemnified from and against all actions, claims, demands, proceedings, losses, damages, personal injury, costs, charges and expenses, directly or indirectly, whatsoever (‘Losses’) which SUBSCRIBER or its employees, agents, workers or representative may at any time incur, sustain, suffer or be put to as a consequence of or by reason of or arising out the usage of the Platform by the CUSTOMER;
    1. by reason of MMTC-PAMP ‘s acting in good faith and taking or refusing to take or omitting to take action on the CUSTOMER’s instructions, and in particular arising directly or indirectly out of the negligence, mistake or misconduct of the CUSTOMER;
    2. breach or noncompliance of the Terms and relating to the Gold account; and/or
    3. fraud or dishonesty relating to any transaction by the CUSTOMER.

    Without prejudice to the foregoing, SUBSCRIBER shall be under no liability whatsoever to the CUSTOMER in respect of any loss or damage arising directly or indirectly out of:

    1. effecting transaction based on instructions received from Customers,
    2. the instruction of a CUSTOMER to transfer Gold from his / her Gold account to another Gold account,
    3. the exercise by MMTC-PAMP of its right to terminate / exercise the facility/services provided on the Platform,
    4. any injury to the credit, character and reputation of the CUSTOMER due to use of facility/ services on the Platform,
    5. any mis-statement, misrepresentation, error or omission in any details disclosed by MMTC-PAMP/SUBSCRIBERif it receives any process, summons, order, injunction, execution distrait, levy lien, information or notice which MMTC-PAMP/SUBSCRIBERin good faith believes/ calls into question the CUSTOMER’s ability, or the ability of someone purporting to be authorised by the CUSTOMER, to make the transfer, MMTC-PAMP may, at its option and without liability to the CUSTOMER or such other person, decline to allow the CUSTOMER to obtain any portion of his Gold/ Product, or may handover such Gold/Product over to an appropriate authority and take any other steps required by applicable law.
  1. Disclaimers and limits of liability: MMTC-PAMP/SUBSCRIBER does not make any representations, recommendations, projections, warranties or guarantees of any kind, either expressed or implied, as to the performance of its Gold/Redeemable Products with respect to future prices or any return on investment. MMTC-PAMP/ SUBSCRIBER will not be liable to any CUSTOMER (including but not limited to Transferee) for any Losses caused by or relating to transfer/deposit of Gold to Gold account of any other CUSTOMER. MMTC-PAMP/ SUBSCRIBER explicitly requires all its Customers to inspect the package for any damage or tamper before receiving or signing for receipt. If You find any tampering, do not accept the parcel and return the same. MMTC-PAMP will not be liable for any loss or damage caused if the CUSTOMER accepts the parcel in spite of it being damaged or tampered. The duty to verify the parcel for any damages or tampering is of the CUSTOMER and if the CUSTOMER accepts the parcel and later comes to know of any damage or tampering, MMTC-PAMP/SUBSCRIBER shall not be liable for any loss or damage to CUSTOMER. If such loss is later reported and approved by logistics partner and Insurance Company, the limit of liability shall be restricted to the amount paid by the logistic partner for such loss or damage in transit as per their terms and conditions and the same shall be binding upon the CUSTOMER.
  2. You acknowledge that MMTC-PAMP/SUBSCRIBER will not be liable to You or any other person as a result of Your access or use of Gold/Redeemable Product for indirect, consequential, special, incidental, punitive, or exemplary damages, including, without limitation, lost profits, lost savings and lost revenues (collectively, the “excluded damages”), whether or not characterized in negligence, tort, contract, or other theory of liability. In no event will MMTC-PAMP/SUBSCRIBER or any of its Directors, Employees shall be liable. The total liability to You for all the  damages, losses, liabilities and causes of action under these Terms and the facility/ services provided by MMTC-PAMP/SUBSCRIBER shall not collectively exceed the total amount paid by You, if any, for access to that particular products or services. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
  3. You declare that You are an individual not having registration and neither required to take registration under Central Goods and Service Tax Act 2017, State Goods and Service Tax Act 2017, Integrated Goods and Service Tax Act 2017 and Union Territory Goods and Service Tax Act 2017.
  4. You declare that Gold that You are selling was previously owned by You in your Account for personal use.
  5. You declare that You are not an unregistered dealer of Gold and silver or any other precious metal ornament or any related Product.
  6. If any misrepresentation done by You is found, then You would be solely responsible for all types of  penalty,levy, tax, charges, interest or taxes as may become due to any Authority, Entity or to the Government, at any given point of time.