These Dealer Terms ("Agreement") is agreed by and between Onefin Technology Solutions Private Limited, a company incorporated under the Companies Act, 2013 having its registered office at C-316/317, 3rd Floor, Kanakia Zillion, LBS Marg, BKC Annexe, Kurla (W), Mumbai, Maharashtra 400070 (hereinafter referred to as "Onefin", which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors and permitted assigns), and You (hereinafter referred to as the "Dealer", which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors and permitted assigns). Onefin and the Dealer are hereinafter collectively referred to as the “Parties” and individually as a “Party.”
Onefin has established the Dealer Management System ("DMS", “Portal”, or “Dealer Portal”), which is a proprietary technological platform designed to facilitate: a) Seamless customer onboarding and KYC verification; b) FASTag issuance, activation, and vehicle mapping; c) Real-time inventory tracking and reconciliation; d) Operational reporting and analytics; e) Secure data exchange with Issuing Banks; f) Coordination between Onefin Sales Team, Dealers, and Issuing Banks; g) Regulatory reporting and compliance tracking.
The Dealer operates automobile showrooms, distribution centers, or similar establishments, and shall use the Dealer Portal to place orders for FASTags, submit required KYC/KYV documents, and carry out other tasks necessary for the proper issuance and delivery of FASTags to end-customers.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS CONTAINED HEREIN, THE PARTIES HEREBY AGREE AS FOLLOWS:
1 DEFINITIONS
1.1 "End-Customer" shall mean any individual or entity that purchases a FASTag directly from the Dealer and is the ultimate user of such FASTag on a registered vehicle.
1.2 "FASTag" shall mean a Radio Frequency Identification (RFID) tag affixed to a vehicle and linked to an account, which enables electronic toll collection and other vehicle-related payments through applicable digital toll systems. It is issued by an authorized bank and is intended to facilitate seamless and cashless movement through toll plazas and other designated checkpoints.
1.3 “Issuing Bank” shall mean any scheduled commercial bank or financial institution authorized by relevant regulatory authorities to issue FASTags, with whom Onefin has entered into a valid arrangement.
1.4 "KYC" and "KYV" shall mean Know Your Customer and Know Your Vehicle documents respectively, as mandated by applicable law or Issuing Bank guidelines.
1.5 “Proof of Fitment” shall mean the digital or physical document evidencing the proper installation of a FASTag on a vehicle, as required by the Issuing Bank or regulatory authority.
2 APPOINTMENT AND SCOPE OF SERVICES
2.1 Onefin hereby appoints the Dealer as a non-exclusive and independent dealer for the limited purpose of procuring FASTags from Onefin and selling the same to its end-customers, managing inventory and performing associated operational activities strictly in accordance with the terms and conditions set forth in this Agreement.
2.2 The Dealer may undertake only the following authorised activities under this Agreement -
2.2.1 Customer onboarding, including KYC documentation collection and verification;
2.2.2 FASTag issuance, vehicle mapping, and activation;
2.2.3 Inventory management of FASTag stock, including reconciliation and reporting;
2.2.4 Submission of operational, financial, and regulatory reports via DMS;
2.2.5 Coordination with Onefin Sales Team and Issuing Banks for operational support and issue resolution;
2.2.6 Escalation of operational discrepancies, customer complaints, or technical issues in accordance with SOPs.
2.3 Nothing in this Agreement shall be construed to grant the Dealer any exclusive rights nor shall it restrict Onefin from appointing other dealers or partners for similar or identical purposes.
3 TERM AND TERMINATION
3.1 The Dealer is hereby appointed for a fixed initial term of one (1) year from the Effective Date ("Initial Term"). Upon expiry of the Initial Term, this Agreement shall be renewed for additional one-year terms unless terminated in accordance with this Agreement.
3.2 Notwithstanding anything contained in this Agreement, either Party may terminate this Agreement without assigning any reason by providing at least thirty (30) days’ prior written notice to the other Party.
3.3 Onefin shall have the right to terminate this Agreement with immediate effect, without notice or liability, if it becomes aware or suspects that the Dealer has: a) engaged in any unauthorized, fraudulent, unlawful, or unethical activities; b) committed a material breach of any provision of this Agreement; c) Caused reputational or regulatory harm to Onefin or its partner institutions. Onefin shall also have the right to immediately terminate the Agreement if it is advised to do so by the Issuing Bank or its arrangement with the Issuing Bank renders such an engagement illegal.
3.4 For the avoidance of doubt, termination or expiry of this Agreement shall not absolve the Dealer from its obligations to: a) Submit any collected customer documentation or data not yet handed over; b) Return any unused FASTags held in inventory, as per Onefin’s written instructions; Upon termination, the Dealer shall immediately cease all use of return all unused FASTags, and fulfill any pending financial obligations.
4 PAYMENT TERMS
4.1 The Dealer shall earn referral fees for each FASTag successfully issued and activated as agreed between the Parties in writing from time to time.
4.2 The Dealer shall submit monthly invoices via DMS with supporting activation records and the Invoices shall comply with GST and applicable tax requirements.
4.3 The Dealer may deduct its fees from the amount paid to Onefin for the FASTags ordered by the Dealer or in case of monthly payments, Onefin shall verify invoices within fifteen business days and the payment shall be processed within thirty business days of verification. In case of discrepancies in invoices, Onefin shall be entitled to withhold the disputed sums until resolution of said dispute.
4.4 All applicable taxes, levies, and statutory duties shall be borne and discharged by the Parties in accordance with applicable law. The Dealer shall include applicable GST or taxes in invoices and Onefin shall deduct TDS or other statutory deductions as required by law.
4.5 Onefin reserves the right to revise referral fees or payment terms with a 30-day prior written notice to the Dealer. Any such revisions shall be effected only following communication to such effect from Onefin to the Dealer.
5 OBLIGATIONS OF THE DEALER
5.1 The Dealer agrees to strictly adhere to the obligations set out hereunder in relation to the sale, documentation, issuance, and post-sale handling of FASTags, and acknowledges that any failure to do so shall constitute a material breach of this Agreement, entitling Onefin to exercise remedies including suspension of Dealer Portal access, withholding of dispatches or commissions, or termination of this Agreement without further notice.
5.2 The Dealer shall perform the following roles and responsibilities in connection with the FASTag distribution and activation process:
5.2.1 Raise FASTag procurement requests through the Dealer Portal in accordance with the instructions prescribed by Onefin.
5.2.2 Ensure advance payment for all requested FASTags, preferably providing at least 10 (ten) working days' notice for shipment of FASTags. The Dealer agrees that Onefin will not be bound to release part of the order in case of incorrect/insufficient payment, and the total order of FASTags will only be delivered by Onefin upon receipt of complete payment against said order.
5.2.3 Collect, verify, and upload valid, complete and accurate Know Your Customer (KYC) and Know Your Vehicle (KYV) documents of End-Customers strictly in accordance with applicable laws. KYC documents shall include proof of identity, proof of address, and any additional documents required by Issuing Banks during or after the onboarding stage.
5.2.4 Ensure the Proof of Fitment is generated for each FASTag and submitted to the relevant RTO as required for vehicle registration.
5.2.5 Issue FASTags in the sequence and stock allocated via DMS, and activate them in accordance with Issuing Bank instructions. The Dealer shall ensure that each FASTag is duly registered and successfully activated in the DMS and/or the Issuing Bank’s system prior to its physical affixation on any vehicle, and under no circumstances shall a FASTag be affixed before successful registration and confirmation of activation.
5.2.6 Maintain adequate and secure inventory of FASTags, including serial tracking, prevention of unauthorized issuance, and reconciliation with purchase and issuance records. The Dealer shall be responsible for ensuring that the physical FASTag stock maintained at its location matches the corresponding inventory records reflected in the DMS. In the event of any discrepancy between the physical inventory and the DMS assigned inventory, the Dealer shall immediately notify Onefin in writing of such discrepancy, and any FASTag in respect of which such discrepancy exists shall neither be affixed to any vehicle not utilized in any manner until the discrepancy is investigated and resolved to the satisfaction of Onefin.
5.2.7 The Dealer shall not sell, transfer, assign, distribute or otherwise make available any FASTag stock allocated to it under this Agreement to any other dealer, sub-dealer, intermediary or third party, whether for consideration or otherwise, and shall utilize such FASTags solely for issuance to End-Customers in accordance with the terms of this Agreement and applicable regulations.
5.2.8 Hand over original customer application forms, RC copies, and other supporting documents to Onefin’s representatives at mutually agreed intervals.
5.2.9 Validate vehicle registration details against government databases or Issuing Bank guidelines.
5.2.10 Share the registration number and RC copy for registered vehicles with Onefin on a monthly basis or such other frequency as Onefin may prescribe.
5.2.11 Immediately report any suspicious, unauthorized, or fraudulent activity to Onefin, and cooperate with any investigation initiated by Onefin or a regulatory authority.
5.2.12 Maintain complete and accurate records of all FASTag transactions and make the same available to Onefin upon request for review or audit purposes.
5.2.13 Perform daily reconciliation of issued FASTags against DMS inventory, flagging discrepancies immediately.
5.2.14 Submit timely operational reports, including sales, stock usage, activations, and complaints.
5.2.15 Ensure that the End-Customer is made aware that all support and servicing of FASTags post-sale shall be coordinated through the Dealer, and that Onefin shall bear no responsibility for direct service or engagement with the End-Customer.
5.3 The Dealer further undertakes to –
5.3.1 Comply with all applicable laws, circulars, directives, and guidelines from RBI, NHAI, NPCI, and any other competent authority.
5.3.2 Ensure AML/KYC obligations are strictly followed.
5.3.3 Cooperate with regulatory inspections or audits and maintain all licenses and permissions required for operation.
5.4 The Dealer shall use the DMS solely for authorised activities, avoid any interference, reverse engineering, or unauthorized access attempts, ensuring system login credentials are confidential and access is logged. The Dealer shall report any technical errors or downtime to Onefin Support Team as per the agreed SOPs.
5.5 The Dealer shall report any mismatch, error, delay, or irregularity in customer onboarding, FASTag issuance, activation, or inventory reconciliation immediately via DMS escalation workflow. The Dealer shall also maintain records of complaint handling and resolution timelines and cooperate with Onefin investigations and corrective actions.
6 OBLIGATIONS OF ONEFIN
6.1 Onefin shall provide the Dealer with unique login credentials and role-based access to the DMS, and shall provide initial and ongoing training for Dealer personnel on DMS usage, operational procedures, and compliance requirements.
6.2 Onefin shall allocate and supply FASTag stock to the Dealer based on sales forecasts, historical data, and operational requirements, and shall ensure timely delivery and replenishment of FASTag stock to maintain uninterrupted operations.
6.3 Onefin shall maintain the DMS subject to scheduled maintenance and regulatory downtime, and shall provide technical support for troubleshooting, system errors, and connectivity issues, including escalation protocols.
6.4 Onefin shall provide the Dealer with templates, dashboards, and reporting tools for operational and regulatory reporting, and shall communicate updates, system changes, and regulatory notifications through formal channels.
7 DATA AND DOCUMENTATION
7.1 The Dealer shall be solely responsible for the accuracy, completeness, and authenticity of all KYC/KYV documents and information uploaded or submitted via the Dealer Portal. Onefin shall not be responsible for verifying the content, accuracy, or compliance of such documents.
7.2 The Dealer shall retain copies of all submitted documents and related data in physical or electronic form for a minimum period as mandated under applicable law or as may be required by Onefin, and shall produce such records promptly upon request by Onefin, its representatives, partner banks, or regulatory authorities.
7.3 The Dealer shall secure informed and explicit consent from each End-Customer for submission and transmission of personal (if any) and vehicle-related data through the Dealer Portal, and shall clearly inform such End-Customers in writing that their data will be submitted to Onefin and the Issuing Bank via Onefin’s platform. Such consent and disclosures shall be made in compliance with the provisions of any applicable law, including but not limited to any applicable data protection laws, the Digital Personal Data Protection Act, 2023, and any rules or notifications made thereunder.
7.4 The Dealer acknowledges and agrees that all End-Customer data collected and shared with Onefin pursuant to this Agreement shall become a part of Onefin’s data records, and Onefin shall have the right to use, process, store, analyze, and share such data in any manner it deems fit, including but not limited to for the purposes of providing services, improving product offerings, cross-selling and up-selling other products and services, analytics, regulatory reporting, and commercial exploitation, subject to applicable laws. The Dealer further represents and warrants that it has obtained all necessary, valid and informed consents from the End-Customers in accordance with applicable laws, including the Digital Personal Data Protection Act, 2023, to enable such use of End-Customer data by Onefin.
7.5 The Dealer shall implement adequate data protection safeguards, access controls, to ensure that all customer data is handled, transmitted, and stored securely in accordance with applicable laws and industry standards.
7.6 The Dealer shall be solely liable for any misuse, breach, or unauthorized disclosure of customer data originating from its systems, representatives, or sub-agents. The Dealer shall indemnify and hold Onefin harmless from any penalties, damages, or claims arising due to such breach.
7.7 The Dealer shall ensure that all documents submitted comply with the formats, standards, and data fields as prescribed by the Issuing Bank from time to time. Onefin shall not be liable for any rejection, delay, or deficiency arising due to non-conformity with bank specifications.
7.8 In the event Onefin detects or reasonably suspects that the Dealer has submitted fraudulent, manipulated, misleading, forged, or duplicate documentation, or engaged in any deceptive practice, Onefin shall have the right, without prior notice and without incurring any liability, to immediately suspend or revoke the Dealer's access to the Dealer Portal, block further tag processing, and withhold any pending FASTag dispatches or commission payments. Such action shall be without prejudice to any other rights or remedies available to Onefin under this Agreement or applicable law, including the right to seek indemnification, claim damages, or terminate the Agreement with immediate effect.
7.9 The Dealer shall fully indemnify Pay in the event of any investigation, audit, or inquiry by regulatory authorities, partner banks, or data protection bodies, which arises from or relates to the Dealer's document handling, data practices, or KYC/KYV submissions.
8 RELATIONSHIP AND CONDUCT
8.1 The relationship between the Parties under this Agreement is on a principal-to-principal basis. Nothing in this Agreement shall be construed to create a partnership, joint venture, employer-employee, agency, or fiduciary relationship between the Parties. The Dealer shall not represent itself as an employee, agent, partner, associate, or affiliate of Onefin in any manner.
8.2 The Dealer shall not assign, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Onefin.
8.3 The Dealer shall not make any false, misleading, or unauthorized representations regarding Onefin, its services, or any FASTag-related offerings, and shall refrain from engaging in any conduct that may adversely affect the reputation or goodwill of Onefin.
9 INDEMNIFICATION
9.1 The Dealer shall fully indemnify, defend, and hold harmless Onefin, its affiliates, directors, officers, employees, agents, and representatives (“Indemnified Parties”) from and against any and all claims, losses, damages, liabilities, penalties, interest, legal proceedings, fines, costs, and expenses (including reasonable attorney’s fees and litigation costs) arising out of or in connection with:
9.1.1 Any material breach of the Dealer’s obligations under this Agreement, including but not limited to any failure to comply with instructions, processes, or protocols communicated by Onefin or its partner institutions and/or any applicable laws;
9.1.2 Submission of any incorrect, forged, or unauthorized documentation or data that results in regulatory scrutiny, financial exposure, or reputational harm to Onefin, regardless of whether such documents were accepted or processed by the Issuing Bank;
9.1.3 Any claims, complaints, or legal actions initiated by End-Customers, government bodies, or third parties arising from the Dealer’s sale, handling, or distribution of FASTags;
9.1.4 Any penalties, regulatory actions, or enforcement proceedings imposed on Onefin due to the Dealer’s violation of applicable laws, rules, or guidelines, including those related to tolling, financial services, or data privacy;
9.1.5 Any act, omission, misrepresentation, fraud, negligence or misconduct by the Dealer, its personnel, or sub-agents that results in financial, reputational, or operational loss to Onefin.
9.2 The indemnification obligations set forth in this Clause shall be independent of, and in addition to, any other rights or remedies available to Onefin under applicable law, equity, or this Agreement. Such obligations shall survive the termination or expiration of this Agreement and shall not be limited, restricted, or otherwise affected by the limitation of liability provisions contained herein.
10 LIMITATION OF LIABILITY
10.1 Onefin’s total and aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed INR 500/- or the actual direct loss suffered by the Dealer, whichever is lower.
10.2 Under no circumstances shall Onefin be liable for any indirect, incidental, special, punitive, or consequential damages, including loss of profits, revenue, data, or business opportunities, even if advised of the possibility of such losses.
10.3 This clause shall survive the termination or expiry of this Agreement.
11 FORCE MAJEURE
11.1 Neither Party shall be liable for any delay, interruption, or failure to perform any obligation under this Agreement (other than payment obligations) if such delay or failure arises from any cause or causes beyond its reasonable control, including but not limited to acts of God, natural disasters, floods, pandemics or epidemics, war, terrorism, civil unrest, government actions or restrictions, strikes, labor disputes, power or internet outages, or disruption of banking or transportation services ("Force Majeure Event").
11.2 The Party affected by a Force Majeure Event shall notify the other Party in writing, specifying the nature of the event and its expected duration. The obligations of the affected Party shall be suspended for the duration of the Force Majeure Event, and such Party shall use reasonable efforts to mitigate the impact and resume performance at the earliest possible time.
12 COMPLIANCE AND AUDIT RIGHTS
12.1 The Dealer shall comply with all applicable laws, regulations, and contractual obligations under this Agreement.
12.2 Any modifications or updates to the DMS necessitated by guidelines, directions, or instructions issued by any Issuing Bank, the National Electronic Toll Collection (NETC) system, or any regulatory or governmental authority shall be implemented by Onefin without requiring prior confirmation from the Dealer, and the Dealer shall be bound to comply with an adhere to such modifications or updated forthwith.
12.3 Onefin, or its authorized representatives, shall have the right to audit, inspect, or review the Dealer’s records, systems, data, logs and processes to verify compliance with this Agreement.
12.4 The Dealer shall provide full and timely cooperation during any such inspection or audit and shall, at its own cost, make available all requested documents, records, data, and access to relevant personnel, systems, and infrastructure as may be reasonably required by Onefin or its representatives.
12.5 If any material non-compliance, misrepresentation, fraud, or operational irregularity is identified during an audit or inspection, Onefin shall have the unilateral right to immediately suspend or restrict the Dealer’s access to the Dealer Portal, withhold any payments or commissions due, and/or terminate this Agreement with immediate effect, without prejudice to any other rights or remedies available to Onefin under law or equity. The Dealer shall bear all losses, costs, or penalties arising from such breach or irregularity.
13 CONFIDENTIAL INFORMATION
13.1 For the purpose of this Agreement, “Confidential Information” in relation to a Party (“Disclosing Party”) shall mean all proprietary material exchanged with the other Party (“Receiving Party”) including but not limited to written, printed, digital, or verbal disclosures of information, business and strategic plans, financial data, customer or dealer lists, software systems and source code, specifications, designs, trade secrets, patents, copyrights, technical and operational documentation, process flows, platform architecture, employee data, project records, internal policies, procedures, and any information pertaining to or arising out of Onefin’s services, Dealer Portal, or other proprietary systems.
13.2 The obligations of confidentiality shall not apply to any information that:
13.2.1 was already known to the Receiving Party prior to disclosure, as evidenced by written records;
13.2.2 is or becomes publicly available through no wrongful act of the Receiving Party;
13.2.3 is lawfully obtained from a third party without breach of any obligation of confidentiality;
13.2.4 is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
13.3 If required by law, regulation, or court order, the Receiving Party may disclose Confidential Information only to the extent permissible, provided it gives prompt written notice to the Disclosing Party and cooperates in seeking protective measures.
13.4 Confidential Information may be disclosed to employees, agents, or contractors on a strict “need-to-know” basis, provided they are bound by confidentiality obligations no less restrictive than those in this Agreement.
13.5 The confidentiality obligations under this Clause shall commence from the Effective Date and survive termination or expiry of this Agreement, unless otherwise agreed in writing.
13.6 Within ten (10) days of receiving written notice from the Disclosing Party, and subject to applicable legal or regulatory retention obligations, the Receiving Party shall return or destroy all Confidential Information in its possession and confirm such destruction in writing.
13.7 The Parties agree that unauthorized disclosure or misuse of Confidential Information may result in irreparable harm to the Disclosing Party, for which monetary damages may be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief or specific performance, in addition to any other legal or equitable remedies.
14 INTELLECTUAL PROPERTY RIGHTS
14.1 All intellectual property rights, including but not limited to rights in software, systems, source code, documentation, trademarks, logos, trade names, designs, layouts, algorithms, data flows, business processes, know-how, and any related proprietary content or technology, whether registered or unregistered, made available or used in connection with this Agreement or the Dealer Portal (“Onefin IP”), shall remain the sole and exclusive property of Onefin.
14.2 The Dealer acknowledges that it is granted only a limited, non-exclusive, non-transferable, revocable right to access and use the Dealer Portal strictly for the purposes expressly permitted under this Agreement, and solely during its term. No right, title, or interest in any Onefin IP is transferred to the Dealer under this Agreement.
14.3 The Dealer shall not, and shall ensure that its personnel, agents, or sub-dealers do not, directly or indirectly:
14.3.1 reproduce, reverse-engineer, decompile, disassemble, modify, adapt, translate, create derivative works from, or distribute any part of the Onefin IP;
14.3.2 use Onefin’s branding, marks, or proprietary content for any marketing, resale, or promotional purposes without prior written consent;
14.3.3 remove or alter any copyright, trademark, or proprietary notices embedded in any part of the Dealer Portal or Onefin-provided material.
14.4 Any feedback, suggestion, enhancement, or improvement shared by the Dealer in relation to the Dealer Portal or Onefin’s services shall become the sole property of Onefin, and the Dealer waives any claim to ownership, compensation, or attribution in respect thereof.
14.5 The Dealer shall immediately report any suspected infringement, misuse, or unauthorized access to Onefin IP and fully cooperate with Onefin in the investigation and enforcement of such matters.
15 REPRESENTATIONS AND WARRANTIES
15.1 The Dealer represents, warrants, and undertakes to Onefin that throughout the term of this Agreement:
15.1.1 It is duly incorporated, validly existing, and in good standing under the laws of India and has all necessary approvals, licenses, registrations, and authorizations to enter into and perform its obligations under this Agreement;
15.1.2 It has the full legal right, power, and authority to execute, deliver, and perform its obligations under this Agreement, and such execution and performance does not and will not (i) violate any law, regulation, or judicial order applicable to it, or (ii) result in a breach of any other agreement, arrangement, or obligation to which it is a party;
15.1.3 All information, documentation, and declarations provided by the Dealer to Onefin (whether as part of onboarding, during the course of the Agreement, or for compliance purposes) are true, correct, complete, and not misleading in any material respect;
15.1.4 It shall perform its obligations under this Agreement diligently, in a professional manner, and in accordance with applicable laws, rules, and industry standards, including applicable privacy, technology, and regulatory compliance requirements;
15.1.5 It shall not engage in any activity or practice that may cause reputational or regulatory harm to Onefin, its platform, or its partner institutions;
15.1.6 It shall not make any misrepresentation, unauthorized assurance, or misleading communication to any third party (including End-Customers) in connection with Onefin or the FASTag issuance process.
15.2 The Dealer acknowledges and agrees that each of the above representations and warranties is material, relied upon by Onefin, and shall be deemed repeated on a continuing basis throughout the term of this Agreement.
15.3 Any breach of the above representations or warranties shall constitute a material breach of this Agreement, entitling Onefin to seek immediate termination, indemnification, and any other remedy available under law or equity.
16 ANTI-FRAUD AND ETHICAL COMPLIANCE
16.1 The Dealer shall not, directly or indirectly, engage in or promote any fraudulent, deceptive, coercive, or unethical conduct in connection with the sale, issuance, or handling of FASTags under this Agreement.
16.2 The Dealer shall ensure that none of its personnel, agents, or representatives engage in bribery, corruption, forgery, impersonation, or unlawful inducements in securing customers, onboarding documents, or in any dealings with Issuing Banks or regulatory bodies.
16.3 Any violation of this Clause shall constitute a material and irremediable breach of this Agreement, entitling Onefin to suspend or terminate the Agreement forthwith and pursue all available civil and criminal remedies under applicable law.
17 DISPUTE RESOLUTION
17.1 The Parties shall first attempt to resolve amicably, through good-faith discussions and negotiations, any dispute, controversy, or claim arising out of or in connection with this Agreement, including its interpretation, performance, breach, termination, or validity. Such discussions shall continue for a period of at least thirty (30) days from the date one Party notifies the other of such dispute in writing.
17.2 If the dispute is not resolved within the above period, it shall be finally resolved by arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996, as amended from time to time.
17.3 The arbitration shall be conducted by a panel of three (3) arbitrators: each Party shall appoint one arbitrator, and the two appointed arbitrators shall jointly appoint the third presiding arbitrator.
17.4 The seat and venue of arbitration shall be Mumbai, India, and the proceedings shall be conducted in the English language.
17.5 The arbitral award shall be final and binding upon the Parties and shall be enforceable in accordance with applicable law. Each Party shall bear its own costs of arbitration unless otherwise directed by the arbitral tribunal.
18 AMENDMENT AND WAIVER. This Agreement may not be amended, modified, or waived except in writing signed by both Parties. No failure or delay by either Party in enforcing any provision shall be deemed a waiver of that or any other provision.
19 SEVERABILITY. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
20 NOTICES. All notices shall be in writing and shall be deemed duly served when delivered personally, sent by registered post, or emailed with acknowledgment, to the addresses specified in this Agreement or such other address notified in writing.
21 SURVIVAL. Clauses relating to confidentiality, intellectual property, indemnification, limitation of liability, dispute resolution, and other provisions which by their nature should survive, shall survive the termination or expiry of this Agreement.
22 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of India, without reference to conflict of law principles.
23 ENTIRE AGREEMENT. This Agreement, including Annexures, constitutes the entire agreement between the Parties and supersedes all prior communications, representations, or understandings, whether oral or written.