The Standard Terms set out herein shall, if the Foreign Exchange Transaction Agreement so provides,
be applicable to the Customer. If there is any inconsistency between the Terms and the
Foreign Exchange Transaction Agreement, the Foreign Exchange Transaction Agreement will prevail.
Foreign Exchange Transaction
Agreement (including but not
accepted the proposal letters,
commercial terms of offer to sell & purchase of foreign currency
Prepaid Forex Cards, Foreign Currencies and Traveler Cheques
agreed by the customer and
the Annexures and addendum / extension / renewal,
any, collectively known as Agreement.
means the person(s) named in the
Foreign Exchange Transaction
Agreement and shall,
unless it be
repugnant to the subject or as the context may permit or
ny and all information or data that is provided by, through or on
or any Affiliate
VKC Personnel, or is otherwise acquired by any
VKC Personnel in the course of performing Services under this Ag
reement that relates to any:
(i) current, prospective or former customer (whether an individual, business entity, governmental unit,
or otherwise) of
or any Affiliate,
shall mean services relating to buying and selling foreign e
xchange by means of
including, but not limited to Prepaid Forex Cards, Foreign Currencies and Traveler Cheques provided
, hereinafter called as the Services.
” shall mean any international, national, provincial, municipal, loc
territorial or other governmental department, regulatory authority, self
governing agencies, judicial or
administrative body, domestic, international or foreign
“Intellectual Property Rights”
means all patents (including originals,
part, extensions, foreign applications, utility models and re
applications, designs (including all registrations and applications therefore), copyrights (including all
registrations and applications therefore), trad
e secrets, service marks, trademarks, trade names, trade
dress, trademark applications and other proprietary and intellectual property rights
(whether or not any
of these is registered and including applications for registration of any such thing)
and all rights or forms of protection of a similar nature or having equivalent or similar effect to
any of these which may subsist anywhere in the world
shall mean any declaration, decree, directive, legislative enactment, order,
regulation, rule or other binding requirement of or by any Governmental Authority.
means Reserve Bank of India.
shall mean these terms and condition and/or the terms and conditions posted on the
website from time to time
VKC Forex Limited, a company duly incorporated under the
Companies Act, 1956 as amended from time to time and registered with Reserve Bank of India as an
Authorised Dealer Cat.II
and having its registered office at
Jeyam Kondar Apartments
s Gate Road, Alwarpet, Chennai
60018, which expression shall, unless it be repugnant to the
context and meaning thereof, be deemed to mean and include its successors and assigns.
and each of its employees, along with any subcontractors
VKC shall provide and perform: (a) the services, functions and responsibilities
described in this Agreement (including without limitation all exhibits and Statement(s) of Work), as
may be amended and supplemented from time to time; and (b) any services, functions or
responsibilities not specifically described in the above clause but that are inherent in or necessary for
the proper provision and performance of such services, functions and responsibilities. The services,
functions and responsibilities described in this Agreement are referred to collectively as the
Each Party shall take necessary measures and precautions to safeguard all Confidential Information in
their possession and to prevent unauthorized disclosure thereof by any of its employees, agents, or
representatives. All confidential and proprietary information of a Party (including the Proprietary
Data) [“Confidential Information”] hereto that is made known to the other Party during the
this Agreement, shall be received in confidence and the receiving Party shall not disclose or use the
same for any purpose, except for complying with its obligations under this Agreement or required to
be disclosed by Law or by order of a court, or by any governmental agency/authority/regulatory body.
In particular, such Confidential Information shall not be used for the benefit, financial or otherwise by
any Party, its employees, without prior written approval from the disclosing Party. However, such
obligation shall not cover Confidential Information
a. which are already known to, or in the possession of the either party prior to receipt of such
b. which are legally received by the either party from a third party without any confidentialit
c. which are in the public domain or enter the public domain through no wrongful act of either
d. which can be proven by the either party to have been developed independently having no
access to other party’s Confidential Information.
e. already known to the public at the time of disclosure
Neither Party shall be liable for disclosure of Confidential Information if disclosure was required
by law, rule or regulation including RBI or other regulatory authorities or was in response to a
der of a court or authorized agency of government or other legal process,
Upon expiry / termination of this Agreement or on a demand from the disclosing Party, the
receiving Party shall promptly return to the disclosing Party, all correspondence, document
all materials or items belonging to such Party.
The Parties shall, and shall cause their respective employees to, hold all Confidential Information
in the strictest of confidence at all times, making no use thereof other than in connection with the
performance of their obligations under this Agreement. Neither Party shall, without the prior
written approval of the other Party: (i) release any Confidential Information to any third party
other than its employees who need access to such Confidential Inf
ormation in order to perform
their obligations under this Agreement; or (ii) duplicate or otherwise reproduce any Confidential
Information except as required in connection with the performance of their obligations under this
Agreement. The Parties shall en
sure that their employees are made aware, prior to the disclosure
of such Confidential Information, of the confidential nature thereof and that they owe a duty of
confidentiality to the Party disclosing Confidential Information.
In the event that any of t
he Parties hereto becomes legally compelled to disclose any Confidential
Information, such Party shall give sufficient notice to the other Party to enable the other Party to
prevent or minimize to the extent possible, such disclosure. The Party which recei
Confidential Information will fully co
operate with disclosing Party in connection with its efforts
to obtain any such order or other remedy. If any such legal requirement does not allow giving the
notice referred to above, the Party receiving the
Confidential Information will make such
disclosure only to the extent that such disclosure is legally required and will use its best efforts to
have confidential treatment accorded to the disclosed Confidential Information.
The obligation to maintain conf
identiality of the Confidential Information shall survive the expiry
or termination of this Agreement.
INTELLECTUAL PROPERTY RIGHTS (IPRS)
a) Each party shall own all intellectual property rights in respect of its respective websites and
other services, including any literature, manuals, reports, research papers, data, flow charts,
drawings, designs, diagrams, tables, software, source code or object code or other information
or materials in whatever form and on whatever media stored or held, acquired, created,
developed, designed or otherwise prepared by the respective party and any related patents,
trademarks and service marks,
name, logo, trade names, database rights,
designs, utility models or applications for any of the foregoing. Design rights, copyrights and
all or any similar or equivalent rights arising or subsisting in any country in the world shall be
owned by such party and all or any part thereof shall belong to such party absolutely.
b) Neither party shall use or infringe on the
other’s IPRs at any point of time except as otherwise
provided herein. Both the parties further undertake to help each other on a best effort basis in
case of infringement by a third party of either party’s IPRs.
REPRESENTATIONS AND WARRANTIES
s hereto represent and warrant to each other that:
a. Each of the Parties is duly formed and validly existing under the respective laws that they are
subject to with full power and authority to conduct the business as contemplated in this
b. Each Pa
rty has full power, capacity and authority to execute, deliver and perform this
Agreement and has taken all necessary action (corporate, statutory or otherwise) to authorize
the execution, delivery and performance of this Agreement.
c. This Agreement and any
other agreement executed in connection herewith, if any, have been
duly executed and delivered by each Party and constitute legal, valid and binding obligations
of such Party, enforceable against the other Party in accordance with the terms
d. Each of the representations and warranties set out above are and shall remain true and
accurate in all respects at the execution hereof in respect of each Party and that all documents
provided to the Parties by each such other Party as required by th
is Agreement or otherwise,
are true and accurate in all respects and fully, and accurately disclose every matter to which
e. Each of the representations and warranties, given above is without prejudice to any other
warranty or undertaking and ex
cept where expressly stated no clause contained in the
Agreement governs or limits the extent or application of any other clause in any other
f. All of the representations and warranties made under this Clause shall survive the execution
ery of this Agreement and none of the Parties shall take action nor permit action to
be taken which would cause any of such representations or warranties to be no longer true or
correct in all respects.
represents and warrants that it has obtained all
the authorizations, approvals,
licenses to operate and provide foreign exchange services and to fulfill all its obligations
under this agreement and it shall maintain the same during the tenure of this Agreement.
h. Any claims arising out of non
of any legislation in force relating to foreign
exchange services provided under this Agreement would be the sole responsibility of
will be in no way held responsible for any such claims arising thereof.
i. The employees of
to be the employees of
under its directions and shall not become or claim any employment from
providing the Services, irrespective of the location of their work.
DOCUMENTS REQUIRED FOR TRANSACTION PROCESSING
As per Anti Money Laundering (AML) Guidelines of the Reserve bank of India the
shall provide such information and / or documents as the
VKC may from time to time
reasonably request for the purpose of the providing services along with
the following as one
time documents to the
. Memorandum & Articles of Association.
. Address Proof (Tel bill copy / Corp tax payment, if any).
. Detailed list of staff who would be Authorised to place request for foreign exchange to be
. Copy of Company Pan Card.
. List of
officials with names, designation and signatures authorised by the Managing
Director//Chief Financial Officer of the company to conduct forex
transactions on behalf the
And such other documents as notified by the RBI from time to time.
OBLIGATIONS OF ESSEL VKC
a. Essel VKC
shall ensure that it’s personnel, employees, representatives and agents
engaged in the performance of the Services under this Agreement shall not to influence,
directly or indirectly, any officer, agent, representative
to obtain any
favourable business decision, Policy on prevention of Insider Trading and such other
corporate governance policies as adopted by it from time to time.
OBLIGATIONS OF CUSTOMER
a. Customer shall provide such information/documents as notified by the Reserve Bank of
India (RBI) notified Anti Money Laundering guidelines, Know Your Customer Policy and
Foreign Exchange Management Act (FEMA) prevailing from to time.
b. Customer (including its representatives) has not provided nor shall provide any gift,
gratuity, service, or other inducement to any of the
VKC’s representatives involved
in retaining the Services.
c. Customer shall ensure that the execution, delivery and performance of this Agreement by
it in accordance with its terms shall not:
(a) violate or
conflict with its organizational documents; or
(b) with or without the giving of notice or the passage of time or both, conflict with,
result in the breach or termination of, or constitute a default under, any agreement or
arrangement to which it is a party or by which it or any of its properties or assets may
be bound; or
(c) constitute violation of any law, regulation, order, writ, judgment, injunction or decree applicable to it or any of its properties or assets, or violate any license, permit,
agreement, undertaking or other obligation to which it is bound.
LIMITATION OF LIABILITY
anything contained in the
Foreign Exchange Transaction Agreement or in
Under no circumstances shall
VKC’s total cumulative liability
under this agreement
(regardless of whether those claims arise out of a single event or a number of different events,
exceed the aggregate amount paid to
for services hereunder in the immediately
preceding month to the month in which the claim or action arose
Without prejudice to the other provisions of this Agreement and/or any other rights of the
Parties, each Party to this Agreement (“Indemnifying Party”) shall indemnify and keep
indemnified the other Party (“Indemnified Party”) including the Indemnified Party's directors,
employees and agents from and against any and all actions, suits, claims, proceedings, costs,
, amounts paid in settlement and expenses (including reasonable attorneys fees) (collectively “Loss”) rel
ating to or arising out of non
any breach of the representations, warranties, terms, undertakings or covenants under this
Agreement by the Indemnifying Party.
Notwithstanding anything to the contrary elsewhere contained in this or any
between the parties, neither party shall, in any event, be liable for any indirect or speculative or
consequential or penal damages, including but not limited to, any loss of use and loss of income
or profits, irrespective of whether it had
an advance notice of the possibility of any such damages.
SETTLEMENT OF DISPUTES
a. If any dispute arises between any of the Parties during the subsistence of this Agreement or
thereafter, in connection with the validity, interpretation, implementation or
alleged breach of any
provision of this Agreement or regarding a question, including the question as to whether the
termination of this Agreement by any Party hereto has been legitimate (“Dispute”), the disputing
Parties hereto shall endeavor to settle such Dispute amicably. The attempt to bring about an
amicable settlement shall be considered to have failed if not resolved within 60 days from the date
of the Dispute.
b. If the disputing Parties are unable to amicably settle the Dispute in accordance as per above
Clause 1 within the period specified therein, any disputing Party shall be entitled to serve a notice
invoking this Clause and making a reference to a panel of three (3) arbitrators. For this purpose,
each disputing Party shall appoint one arbitrator
each and the arbitrators so appointed shall
appoint another arbitrator who shall be the presiding arbitrator. The Arbitration proceedings shall
be held in accordance with the Arbitration and Conciliation Act, 1996.
c. The place of the arbitration shall be
place of business
. The proceedings of arbitration shall be in
the English language.
d. The Arbitrator’s award shall be substantiated in writing. Each Party to the Dispute shall bear its
own costs, in relation to the arbitration proceedings and the Parties shall equally share the costs of
e. Subject to Clause 2 of this Settlement of Disputes Clause hereinabove, the Courts of Chennai
alone shall have jurisdiction in all matters arising out of the arbitration proceedings or this
This Agreement shall be governed by and construed in accordance with the Law of India and Chennai Courts shall have exclusive jurisdiction.
No Party shall be liable to the other, nor be in default if, and to the extent, that the performance or
delay in performance of any of its obligations under this Agreement is prevented, restricted,
delayed or interfered with due to circumstances beyond the reasonable control of such Party,
including but not limited to, Government legislations, fires,
floods, explosions, epidemics,
diseases, accidents, acts of God, threat of wars, riots, strikes, lockouts, or other concerted acts of
workmen, acts of Government, and/or industrial emergency. The Party claiming an event of force
majeure shall promptly notify the other Parties in writing, and provide full particulars of the cause
or event and the date of first occurrence thereof, as soon as possible after the event and also keep
the other Parties informed of any further developments. The Party so affected shall use its best
efforts to remove the cause of non-performance, and the Parties shall resume performance
hereunder with the utmost dispatch when such cause is removed.
Waiver by either Party of any default by the other Party shall not be deemed
a waiver of any other
No waiver of rights hereunder shall be effective unless in writing and signed by or on
behalf of the Party granting the waiver.
Essel VKC and Customer
are independent contractors and this Agreement shall not establish any
service arrangement, relationship of partnership, joint venture, employment, franchise or agency
. Neither Party shall have the power to bind the other Party or
incur obligations on the other Party’s behalf without
such other Party’s prior written consent,
except as otherwise expressly provided herein.
This Agreement and the rights and liabilities hereunder shall bind and inure to the benefit of the
respective successors of the Parties hereto, but no Party hereto shall assign or transfer any of its
rights and liabilities hereunder to any other person (except for affiliates) without the prior written
consent of the other Party.
Either Party may terminate the Foreign Exchange Transaction Agreement
by providing one (1) months prior written notice.
If any provision of this Agreement or the application thereof to any person or circumstance shall
be invalid or unenforceable to any extent, the remainder of this Agreement and the app
such provision to persons or circumstances other than those as to which it is held invalid or
unenforceable shall not be affected thereby, and each provision of this Agreement shall be valid
and enforceable to the fullest extent permitted by law. Any invalid or unenforceable provision of
this Agreement shall be replaced with a provision, which is valid and enforceable and most nearly
reflects the original intent of the unenforceable provision.
This Agreement, including all documents incorporated herein by reference, constitutes the
complete and exclusive agreement between the Parties with respect to the subject matter hereof,
and supersedes and replaces any and all prior or contemporaneous discussions, negotiations,
Agreements, written and oral, regarding such subject matter. This Agreement
may be executed in two or more counterparts, each of which will be deemed an original, but all of
which together shall constitute one and the same instrument.
This Agreement may not be altered, modified or amended unless such alteration, modification or
amendment is evidenced in writing and signed by the Parties.
The persons signing this Agreement on behalf of the Parties represent and covenant that they have
the authority to so sign and execute this document on behalf of the Parties for whom they are signing.
NON EXCLUSIVE AGREEMENT
This Agreement shall be a non-exclusive agreement between the parties. Either party shall be entitled to enter in
to similar kind of arrangements with third parties.
All notices required or permitted under this Agreement shall be in writing and shall be delivered
personally, sent by registered post or sent by facsimile transmission and promptly confirmed by
registered post to the addresses as follows:
ESSEL FINANCE VKC FOREX LTD
Jeyam Kondar Apartments
Murray’s Gate Road
(Opp Udhi Eye Hospital)
Any such notice shall be deemed given when so delivered personally. If the not
ice is sent by
facsimile, then it will be deemed given upon completion of transmission, unless it is transmitted
after 4pm or not on a Business Day, in which case, it will be deemed given on the next business
day. In matters of urgency, email notification
shall suffice, when followed up by written notice.