Merchant Partner and Thumbworks shall be collaborating with each other on a non-exclusive basis to facilitate financial assistance to be availed from Thumbworks in partnership with any other lender (referred to as the “Lenders”) by the Customers of the Merchant Partner (“Consumer Finance”) on the terms and conditions stipulated by hereunder.
Thumbworks shall be a finance partner of Merchant Partner. In case of receipt through Merchant Partner of any request for Consumer Finance from any Customer in need for availing finance facility, Merchant Partner shall make all reasonable efforts to connect the Customer with Thumbworks for availing the Consumer Finance
For the purpose of facilitation of extension of Consumer Finance to the Customer by the Lenders, the Merchant Partner shall allow Thumbworks to carry out a technological integration / API, so as to create a connection / platform in Merchant Partner’s electronic communication systems by way of a Dashboard or otherwise in order to enable Merchant Partner a lead generation of such customers who wish to avail financial facility from Thumbworks.
Upon receipt of a request from Thumbworks: (a) Merchant Partner shall provide the certified true copy of the Invoice(s) to Thumbworks either in physical form or electronic copy uploaded on the Platform as may be mutually agreed by the Parties; and (b) Merchant Partner shall notify Thumbworks if the amount payable for the Goods / Products and / or Services changes, for any reason whatsoever
In consideration of the Collaboration with Thumbworks, Merchant Banker shall pay the consideration specified in the Merchant Acceptance Form to Thumbworks on the agreed terms and conditions.
REMITTANCE OF PAYMENTS
Upon acceptance and fulfillment of all terms and conditions (as may be prescribed by Thumbworks) by the Customer to the satisfaction of Thumbworks (acting on behalf of the Lenders): (a) Thumbworks shall through the Lenders, remit the subscription amount (the cost of Goods / Products and / or Services availed by the Customer from as per the invoice raised by Merchant Partner) into Merchant Partner’s Account for payment of the amount specified in each Invoice (“Invoice Amount”) (in part or in whole), after deducting any fees, insurance premia, taxes or other levies in relation to such disbursement in accordance with the Applicable Laws. Immediately upon the remittance by Thumbworks of the amount specified in the Invoice in Merchant Partner’s Account, such amount shall be deemed to be applied towards payment of the relevant Invoice and shall deemed to have been received by the Customer for the purpose of commencement of the tenure of the Loan. (b) Any transfer made by a Party under these terms and conditions shall be made through (i) the Real Time Gross Settlement, commonly known as RTGS, system of fund transfer; (ii) the National Electronic Funds Transfer, system of fund transfer; (iii) the Unified Payment Interface, system of fund transfer; or (iv) the Electronic Clearing Service system of fund transfer, within 48 (forty eight) hours from the time when the obligation of making such payment arises, or if any financial repayment transaction is to be carried out by the Customer, then, (v) through Debit Card or (vi) through Net Banking or in the manner provided for by Thumbworks. (c) Thumbworks agrees that Merchant Partner shall not be liable for any failure on the part of the Customer to repay to the Lender, the amounts due under and in accordance with the terms and conditions as may be agreed by the Customer and Thumbworks and the Customer shall be solely liable to such Lender for any and all such payments. (d) In pursuance of every sale / further promotion of any Goods / Products and / or Services pertaining to its business, Merchant Partner has agreed to pay to Thumbworks a certain agreed amount of Fee towards such sale / further promotion (hereinafter referred to as “Subvention Fee”) as per the Merchant Acceptance Form. For avoidance of doubt, it is hereby clarified that Thumbworks shall disburse the Invoice Amount to Merchant Partner after upfront deduction of Subvention Fee upon the Invoice Amount generated by Merchant Partner. (e) In case of a default by the Customer in repaying to any Lender the amounts due under and in accordance with these terms and conditions and upon Thumbworks notifying Merchant Partner of the same, Merchant Partner shall during the continuance of such a default, be obliged to share all information in relation to the Goods / Products and /or Services for which the Loan has been extended including but not limited to any data about the Customer as may be requested by Thumbworks, subject to privacy norms.
REFUND AND CANCELLATIONS
In case of a Customer approaching Merchant Partner with an intent to cancel the Goods / Products and / or Services availed or any order placed with Merchant Partner, Merchant Partner will place a request of early closure of Loan with Thumbworks, subject to Merchant Partner refunding the relevant Invoice Amount with deduction of the Subvention Fee (“Refund Amount”). In such cases Thumbworks or the Lenders would provide full assistance to Merchant Partner in early closures of such Loans. In the event of such cancellation by the Customer, the Refund Amount shall be adjusted by Thumbworks in the next transaction in connection with provision of Loan to any of the Merchant Partner’s Customer. Thumbworks shall not pay the processing fees (if applicable) if the cancellation of Goods / Products and / or Services by the Customer takes place within 30 (thirty) days from the date of disbursal of Loan i.e, from the date on which the Invoice Amount is remitted to the Merchant Partner’s Account. Thumbworks shall only close the Loan after receiving the Refund Amount from Merchant Partner.
REPRESENTATIONS AND WARRANTIES
- Each Party represents and warrants to the other as of the effective date that, to the extent applicable: (a) it (which is an entity): (i) is duly organized, validly existing under Applicable Law; (ii) is a limited company or a limited liability partnership or a subsisting sole proprietorship, as applicable; and (iii) has power and authority to own its properties and assets and to transact the business in which it is engaged or proposes to be engaged, (b) it (which is an individual): (i) is domiciled and resident for tax and regulatory purposes in India; (ii) is not a minor and has the capacity to contract under the laws of India; and (iii) has power and authority to own its properties and assets and to transact the business in which it is engaged or proposes to be engaged; (c) it has the full right and authority to enter into, execute, deliver, and perform its obligations under these terms and conditions; (d) it has all registrations, authorizations, approvals, licenses and consents from any third party or authority, including a governmental authority, for carrying on its business and undertaking the obligations set out in these terms and conditions; (e) these terms and conditions constitute valid, legal and binding obligations on it in accordance with its terms; (f) there is no litigation, action, proceeding or investigation pending or, to the best of its knowledge, threatened before any court, judicial or quasi-judicial authority or other governmental authority by, against, affecting or involving any of its business or assets that would affect or would reasonably be expected to affect its ability to carry out the transactions contemplated herein; (g) it has taken all requisite corporate and other actions to approve the execution, delivery, and performance of these terms and conditions and such the execution, delivery and performance of these terms and conditions and the transactions contemplated hereby do not constitute a breach of any term or provision of, or a default under, (i) any Applicable Laws; or (ii) any contract or agreement to which it is a party or by which it or its property is bound, or (iii) its constitutional documents; (h) it has not taken any action, as may be applicable, nor have any steps been taken or legal proceedings of any manner been initiated or threatened against it for its winding-up, dissolution, administration, re-organisation, insolvency, bankruptcy, or for appointment of receiver, administrator or other court officer or all of any of its assets, businesses or undertakings; (i) neither it, nor any person acting on its behalf, has been engaged in (i) any corrupt / unlawful / illegal / fraudulent practices / collusive / coercive practices in connection with its business or operations (ii) money laundering; or (iii) the financing of terrorism. it has adequate data protection policies and procedures in place in accordance with Applicable Laws.
- Merchant Partner represents and warrants to Thumbworks: (a) that all documents and information shared by Merchant Partner with Thumbworks are true and correct in all aspects; (b) that no Relative (as defined by the regulations issued by the Reserve Bank of India) of a chairman, managing director or director of Merchant Partner or a relative of senior officer of Merchant Partner, holds substantial interest in Thumbworks or is interested in as Thumbworks as a director or a guarantor.
- Merchant Partner acknowledges and agrees that notwithstanding anything contained in these terms and conditions, Lenders (through Thumbworks) shall have the right to do any act and take any action against the Customer, for the purpose of protecting any of its interests and rights as a lender or a creditor under the Applicable Laws.
- Each Party shall at all times, maintain its corporate existence or legal entity status, if applicable under Applicable Laws and shall at all times comply with the Applicable Law (including but not limited to obtaining relevant licenses, approvals or registrations).
- Merchant Partner shall not raise any objection in relation to the process, method, storage, or means of authentication of any data by Thumbworks.
- Each Party agrees and acknowledges that it may grant to the other Party, in accordance with mutually acceptable terms, API access to, inter alia, its Platform, required for the performance of the obligations and other provisions set out in these terms and conditions.
- Both Parties agree and acknowledge “materiality” or “reasonableness”, if any, of a particular event, occurrence, circumstance, matter, change, fact, information, document, authorization, proceeding, omission, claim, breach or default, shall be determined by both Parties, and such determination shall be binding on both Parties.
- Save as expressly provided herein, these terms and conditions are made and entered into for the sole protection and benefit of the Parties herein and is not intended to convey any rights or benefits to any third party, nor will these terms and conditions be interpreted to convey any rights or benefits to any person except the Parties herein.
- Merchant Partner shall not take assistance from any third party or a person with any criminal antecedent or a person who is politically exposed or in any manner associated with any associations/societies/outfits for rendering its Goods / Products and / or Services pursuant to these terms and conditions, apart from the normal practices existing in the industry for performance of such Goods / Products and / or Services.
- Merchant Partner undertakes that no unfair, monopolistic or restrictive trade practices, or unfair practices will be adopted by it / by its employees and Merchant Partner shall not collude/communicate with any competitor to fix prices for the Goods / Products and / or Services for any purpose whatsoever.
- Each Party shall indemnify and keep indemnified and hold harmless the other Party against any and all actual claims, injuries, damages, losses or suits arising out of or in connection with (i) breach of these terms and conditions (ii) non-compliance with the facilitation through the API; (ii) gross negligence or willful default or fraud by either Party.
- The Parties undertake that they shall, at all times, during the continuance of these terms and conditions, ensure that all the provisions of these terms and conditions and all information relating to these terms and conditions including the Invoices and the Provisional Documents shall be kept confidential (“Confidential Information”) and a Party shall not disclose any information relating to these terms and conditions to any third party, without the prior written consent of other Party. Merchant Partner hereby acknowledges and confirms that the data relating to the Customers (“Data”) is confidential and is subject to the confidentiality obligations.
- The restriction set forth in Clause 9.1 above shall not apply to any part of the Confidential Information, which: (a) is at the time of disclosure to the recipient Party, or thereafter, becomes part of the public domain, other than as a result of a disclosure by the recipient Party, their directors, officers or employees; or (b) is required to be disclosed by any governmental authority or by judicial, administrative or stock exchange process, any enquiry, investigation, action, suit, proceeding or claim or otherwise under the Applicable Law or by any authority under pain of criminal prosecution; or (c) is already in the possession of the recipient Party at the time of the disclosure; or (d) is hereafter rightfully furnished to the recipient Party by a third party without breach of these terms and conditions or any separate non-disclosure obligation; or (e) was or is independently developed by the recipient Party without reference to the Confidential Information disclosed hereunder; or (f) is approved for release by written authorization of the disclosing Party; or (g) is required to be disclosed by Thumbworks to any of the Lenders in relation to the Credit Application.
- Merchant Partner agrees that, should third parties request Confidential Information to be submitted to them pursuant to summons, search warrant or governmental or regulatory order, it shall notify the same in writing to Thumbworks immediately upon receipt of such notice. The said written notice shall be given as soon as possible and in no case shall the same be given later than 1 (one) day from the date of receiving such notice. If Thumbworks objects to the release or disclosure of the Confidential Information, Merchant Partner shall permit a counsel, chosen by Thumbworks to represent Merchant Partner and/or Thumbworks to resist the release / disclosure of the requested Confidential Information using legal means or to approach the appropriate court of law to obtain a stay order. If the cause of such an action is not on account of Thumbworks, Merchant Partner shall indemnify Thumbworks for any expenses incurred in connection with resisting the release / disclosure of the Confidential Information.
SECURITY AND CONTROL PROCESSES
- Each Party agrees to implement appropriate measures designed to ensure the security, integrity and confidentiality of Confidential Information, to protect such Confidential Information against any anticipated threats or hazards to the security or integrity of such information, and to protect against unauthorized access to, or use of, Confidential Information that could result in substantial harm or inconvenience to the other Party or any of its subsidiaries, affiliates, or licensees or otherwise.
- Each Party hereby agrees to have sufficient security practices, control processes and checks in respect of the Goods / Products and / or Services. Each Party shall monitor on regular basis and disclose/report any breaches in the security practices/processes and controls to the other Party forthwith as well as details of the steps/measures undertaken by such Party to mitigate the impact of such breaches.
- Each Party shall ensure enough security measures are implemented to ensure continuity of Goods / Products and / or Services in case of a force majeure event or disaster event including provisions to ensure adequate back-up of the records and information. It is agreed between the Parties herein that the Party incapacitated to perform its obligations under these terms and conditions during any force majeure event will resume to provide the regular services within such reasonable time after such force majeure event has subsided.
- If access to or use of one Party’s management software and / or computer programs is provided hereunder to the other Party in connection with the Goods / Products and / or Services rendered, such Party hereby grants the other Party a limited, non-exclusive license to use the Software solely in conjunction with records storage services provided by such Party during the term of these terms and conditions. Each Party acknowledges that all software and the management system comprised of the software belong to such Party. During the term of these terms and conditions, each Party shall have the exclusive right to use inventory information to provide details to the other Party; upon expiration of these terms and conditions, each Party shall have the right to maintain inventory information for record-keeping and regulatory purposes. Each Party’s obligation to protect the confidentiality of such inventory information shall survive the termination or expiration of these terms and conditions.
- Both Parties shall ensure that there are proper encryption and security measures at their respective websites/mobile apps /MPOS Systems to prevent any hacking into information pertaining to transactions contemplated under these terms and conditions. Both Parties accept all liabilities with respect to any compromise or unauthorized use or disclosure or access to said information.
TERM AND TERMINATION
- These terms and conditions shall be valid and subsisting from the effective date as per the Merchant Acceptance Form unless terminated in accordance with these terms and conditions.
- The Parties may terminate this arrangement between the Merchant Partner and Thumbworks (“Arrangement”) by providing an advance written notice of 45 (forty- five) days to other Party.
- Thumbworks may terminate this Arrangement for convenience by providing the Merchant Partner 15 (fifteen) days of prior written notice. Thumbworks may terminate this arrangement without notice if (a) the Merchant Partner appropriates the Invoice Amount received in Merchant Partner’s Account towards any purpose other than for payment of the relevant Invoice; or (ii) fails to pay the amounts specified in the Merchant Acceptance Form to Thumbworks or reimburse the Insurance Proceeds (if applicable as per the Merchant Acceptance Form) to the Lenders, as the case may be; or (b) Merchant Partner engages in corrupt, collusive or coercive practices or fraudulent activities in connection with its business or any of its obligations under these terms and conditions.
- Each Party shall have the right to terminate this Arrangement forthwith upon the occurrence of any act/ omission, by or relating to the other Party, by providing a prior written notice of 15 (fifteen days) to the defaulting Party, in the event any of the following occurs: (a) Material breach by a Party of any covenant under these terms and conditions; (b) Any representation or warranty or assurance or covenant by a Party made pursuant to these terms and conditions or in any notice, certificate or statement or other writing referred to herein or delivered hereunder is or proves to be incorrect or misleading in any material respect; (c) A Party ceases to carry on its business. (d) A Party takes any action or any legal action or proceedings are started or other steps taken, to the extent applicable, for (i) it to be adjudicated or found insolvent or bankrupt, (ii) its winding-up or dissolution, or (iii) the appointment of a liquidator, administrator, trustee or receiver or similar officer or the whole or any part of its undertaking, assets and properties; (e) All or substantially all of the undertaking, assets or properties of a Party or its interests therein are seized, nationalized, expropriated or compulsorily acquired by the authority of government or by operation of Law. (f) A Party repudiates these terms and conditions or does or causes to be done any act or thing evidencing an intention to repudiate these terms and conditions.; (g) If: (i) there occurs any event or situation, such as and including but not limited to such events or situations having or likely to have any material adverse effect, on the business or financial or operations of the Party, is prejudicial to the interests of other Party or is likely to materially affect a Party’s ability to perform all or any of its obligations under these terms and conditions; or (ii) a Party is or becomes a party to any litigation or any proceedings which would have a material adverse effect on the terms of these terms and conditions.
- Notwithstanding the termination of this Arrangement for any reasons, such termination shall be without prejudice to the accrued rights of the Parties prior to such termination and shall not affect the obligations or the rights of the Parties under these terms and conditions prior to such termination and the same shall survive until such time that no amount is outstanding and payable to Thumbworks by Merchant Partner or any Customer.
LIMITATION OF LIABILITY
Neither Party shall be liable for any indirect, special, incidental, consequential, exemplary or punitive damages, including but not limited to damages for loss of profits, lost revenues however caused and under any theory of liability, including but not limited to contract or tort and whether or not such Party was or should have been aware or advised of the possibility of such damage and notwithstanding the failure of essential purpose of any limited stated herein.
Each Party acknowledges that, as between the Parties, the other Party owns all right, title and interest in and to such other Party’s intellectual property rights whether presently existing or later developed by such other Party. Nothing herein shall give either Party any right, title or interest in any of the other Party’s intellectual property rights, or any right to use any of the other Party’s intellectual property rights in any manner without obtaining prior written approval of such other Party. Either Party agrees that if it is notified or otherwise obtains knowledge of any actual or alleged infringement of the trademarks or any other intellectual property rights of the either Party by a third Party in the territory, each Party shall promptly notify the other Party. No legal proceedings shall be instituted by the Party against any third Party in respect of any such actual or alleged infringement without the prior written consent of the other Party. Each Party shall co-operate fully with the other Party in any legal proceedings instituted by the Party. Each Party cannot use the name and/or trademark/logo of the other Party in any manner for sales or marketing publication or advertisement purposes, unless the same has been mutually agreed to between the Parties in writing and signed. Each Party retains the right to either completely or partly refuse such a request and in such an event the other Party shall not use the name and/or trademark/logo of permitting Party for the specified purposes.
- Further Assurances. Each Party shall, at the request and cost of the other, use all reasonable endeavours to do or procure the doing of all such further acts, provide such information, and execute or procure the valid execution of all such documents, as may from time to time be necessary in the requesting Party’s reasonable opinion to give full effect to these terms and conditions and to vest in the requesting Party the full benefit of the assets, rights and benefits to be transferred to the requesting Party under these terms and conditions.
- Governing Law and Dispute Resolution. These terms and conditions shall be governed and construed in accordance with the laws of India. All disputes, claims, suits and actions arising out of these terms and conditions or its validity will be finally decided by arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996 (“Act”). The arbitral tribunal shall comprise of a sole arbitrator appointed in accordance with the Act. The venue of arbitration shall be Pune. The arbitration proceedings shall be conducted in English language. Any award made in the arbitration shall be final and binding on the Parties. Subject to the above, the Parties submit to the exclusive jurisdiction of the competent courts in Pune in respect of any dispute or differences or claims arising between the Parties.
- Severability. Any provision of these terms and conditions that is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.
- Assignment. Neither Party may assign nor transfer any of its rights, benefits nor obligations under these terms and conditions without the prior written consent of the other Party. Provided that Thumbworks upon intimation to Merchant Partner may assign or transfer its rights and obligations under these terms and conditions to banks and financial institutions or any other person providing credit facilities to Thumbworks.
- Waiver. No failure or delay by either Party to exercise any right or remedy arising under, or in connection with, these terms and conditions will act as a waiver, or otherwise prejudice or restrict the rights of that Party, in relation to that action or any other contemporaneous or future action. The rights and remedies arising under, or in connection with, these terms and conditions are cumulative and, except where otherwise expressly provided in these terms and conditions, do not exclude rights and remedies provided by law or otherwise.
- No Partnership. Nothing in these terms and conditions (or any of the arrangements contemplated by it) shall be deemed to constitute a partnership between the Parties, nor, except as may be expressly set out in these terms and conditions, constitute any Party as employee, agent, trustee or partner (for the purposes of the Partnership Act, 1932) of another party for any purpose, or entitle any Party to commit or bind another party in any manner.
- Entire Agreement. The Parties hereto confirm and acknowledge that these terms and conditions and the Merchant Acceptance Form shall constitute the entire agreement between them and no amendment, modification or addition to these terms and conditions shall be binding on either of the Parties hereto unless set forth in writing and executed by them through their duly authorized representatives.
- Survival. Notwithstanding any provisions herein to the contrary, the obligations set forth in Clause 10 (Indemnity), Clause 11 (Confidentiality), Clause 13 (Term and Termination), Clause 16 (Miscellaneous) shall survive in full force despite the expiration or termination of the arrangement between this Merchant Partner and Thumbworks.
- Sub-Contracting. Merchant Partner shall not sub-contract its obligations under these terms and conditions or any portion thereof without the prior written consent of Thumbworks. In the event Thumbworks consent to such sub-contracting, the Merchant Partner shall be liable for such sub-contracted provisions of these terms and conditions.
- Without prejudice to the foregoing provisions, Merchant Partner: (a) shall not commit breach of any of the provisions of these terms and conditions; (b) Shall maintain adequate records of its activities and shall not refuse access to Thumbworks to such records and shall provide reports in terms hereof to Thumbworks; (c) Shall not file with Thumbworks materially false or incorrect reports; (d) shall observe agreed service standards and shall not fail to provide Goods / Products and / or Services in conformity with Thumbworks’ instructions or procedures; (e) shall not use any false deceptive or misleading representation while performing obligations under these terms and conditions and shall not make any improper / incorrect / misleading / false statements and/or claims of being affiliated with any governmental / law enforcement agency or being a solicitor, or produce any written communication that would imply such affiliation or indicate that the same is from a solicitor; (f) Its employees are duly trained to discharge their responsibilities with care and sensitivity; (g) will not falsely state the character or legal status of any information; (h) shall perform the obligations and responsibilities assigned under these terms and conditions in a lawful manner and shall not engage in any unfair or misleading practices or resort to any forcible, oppressive, vindictive, unfair, illegal or criminal means and shall not engage in any conduct or practice which harasses, oppresses or abuses any employee or supervisor or any person in connection with the services being performed; (i) shall follow at all stages, proper accounting, reporting and control procedure, including keeping all types of records accurate, up to date and complete.
- Merchant Partner shall make available to Thumbworks and its authorised personnel or auditors (internal or external) and regulators (including RBI or persons authorised by the RBI) or any other statutory or office established under the Applicable Laws to access to the documents, records of transactions, books and accounts and other necessary information given to, stored or processed by Merchant Partner as and when required.
- In carrying out its responsibilities under these terms and conditions, the employees of Merchant Partner shall not pay or receive, offer or promise to pay or receive, or authorize the payment / receipt directly or indirectly of any monies, gifts, gratuities, entertainment, travel or anything else of value to any person, employee or firm employed by or acting for or on behalf of Thumbworks, whether private or governmental and to any government official or employee or any political party or candidate for political office, for the purpose of inducting or rewarding any favorable action in any commercial transaction or in any governmental matter.
Capitalized terms used in these terms and conditions shall have the following meanings:
“API” shall mean the Application Programming Interface access that would be provided by Thumbworks to Merchant Partner by way of technological integration in the computer systems of Merchant Partner.
“Applicable Laws” or “Law” shall mean, with respect to any Person, applicable provisions of all: (i) authorisations, constitutions, treaties, statutes, laws, codes, rules, regulations, ordinances or orders, or any similar form of decision of, or determination by, or any interpretation, policy or administrative instruction having the force of law of any of the foregoing, of any governmental authority; and (ii) orders of or agreements with any governmental authority directly applicable to such Person, whether in effect as of this date or thereafter.
“Customer” shall mean the persons availing Services or procuring Goods from Merchant Partner and shall include any Co-Applicant, guarantor or co-borrower, if applicable.
“Goods / Products and / or Services” shall mean the specific services or the goods / products provided or to be provided by Merchant Partner to the Customer against the Invoice(s) in respect of which the Loan is proposed to be availed and which is more fully described under the Merchant Acceptance Form.
“Invoice(s)” shall mean any invoice or bill raised by Merchant Partner in favour of the Customer in respect of the Goods / Products and / or Services availed, procured or purchased (as the case may be).
“Loan” shall mean the amount disbursed / agreed to be disbursed by the Lenders to Merchant Partner / the Customer (as the case may be) in accordance with the provisions stipulated in these terms and conditions.
“Merchant Acceptance Form” shall mean the form executed by the Merchant Partner and Thumbworks.
“Merchant Partner” shall mean the merchant partner which has executed the Merchant Acceptance Form with Thumbworks.
“Merchant Partner Account” shall mean the account, details of which have been set out in the Merchant Acceptance Form or such other account as may be designated as such by Merchant Partner, from time to time.
“Part(ies)” shall mean collectively Merchant Partner and Thumbworks. Merchant Partner and Thumbworks shall also be referred to individually as “Party”.
“Person” shall mean an individual, statutory corporation, body corporate, partnership, joint venture, association of persons, Hindu undivided family (HUF), societies (including co-operative societies), trust, unincorporated organization, government (central, state or otherwise), sovereign state, or any agency, department, authority or political subdivision thereof, international organization, agency or authority (in each case, whether or not having separate legal personality) and in case of an individual include his legal representatives, administrators, executors and heirs and in case of a trust include the trustee or the trustees for the time being and in all other cases, shall include their respective successors and assigns.
“Platform” shall mean the website or an application owned and operated by Thumbworks.
“Provisional Documents” shall mean the documents set out in the Merchant Acceptance Form evidencing the Customer availing or procuring, or intending to avail or procure, the Goods / Products and / or Services.
“Representative” shall mean the Person(s), whether an employee of Merchant Partner or otherwise, who is/are responsible for interacting with the Customer, the Lender and Thumbworks in relation to the Consumer Finance and these terms and conditions and for facilitating the Customer for a lead generation through the Platform.
“Thumbworks” shall mean Thumbworks Technologies Private Limited having its registered office at Office No. 201/202, 2nd Floor, No. 134/1, Rachana Ventura, Belvendere Building, Aundh, Pune, Maharashtra 411 007 India.