iCollectAgreement betweenStateBankOf Hyderabdand Happy India technocorp Private Limited

THIS AGREEMENT made at SBH Bank S R Nagar, on this 24th May 2015between:Happy India Technocorp Private Limited,a Firm / Company / Institution incorporated under the provisions of the CompaniesAct, 1956 and having its registered office atMohammadabad, Amadagur Mandal, Ananthapur (District) Andhra Pradesh, India, And Having Its Head office at Plot: 123/3 Rt, S R Nagar, Hyderabad, Telangana,wherever applicable, and hereinafter referred to as "User" whichexpression shall, unless it be repugnant to the context or meaning thereof, bedeemed to mean and include its subsidiary, successors and assigns of the First PART;

AND

State Bank of Hyderabad, a statutory corporation constituted under State Bank ofIndia (Subsidiary Banks) Act 1959, having its Head Office at Hy-Bank Towers,Gunfoundry, Hyderabad 500001 (herein after referred to as "SBH") which shallinclude all its successors and permitted assigns of the Second PART.

WHEREAS:

A. The User having Vyapaar / Vistaar / Khata plus facility wishes to offer servicesto its beneficiaries, who also should be common customer of Bank & User,who require transfer of funds to the Userthrough the iCollect facility underCorporate Internet Banking and generation of an online receipt for the fundstransferred. The User also wishes to have details of all such transfer of fundsfrom their various beneficiaries.B. SBH is in the business ofproviding banking services including internet bankingfacilities' to its customers consisting of direct debit to bank account throughthe internet where SBH's customers are provided banking facilities for theirbank accounts maintained at SBH through theInternet, including checkingtheir bank accounts and third party funds transfer, payment of bills online etc.C. The User and SBH are desirous of entering into an arrangement whereby theInternet Banking Customers, visiting the User's allotted iCollect page, will beprovided an additional facility to make payment by debiting their individualaccounts to the extent of the payment features created by the User.D. The Parties hereto have agreed that their respective rights and obligationswith regard to theirbusiness relationship between them inter se will beinterpreted, acted upon and governed solely in accordance with the terms andconditions of this Agreement.

IT IS NOW AGREEDby and between the parties hereto as under:

1. For the purpose of this Agreement, the following words and phrases shall have themeaning assigned to them under this Article.a. Common Customer shall mean any Internet Banking Customer transferring fundsfrom their Internet banking account to the Users account.b. "icollect Page" shall mean the page populated by the User to furnish the details ofthe Common Customer and payment.c. "CINB" shall mean the Corporate Internet Banking of the Bank provided to theUser.

d. "Service" shall mean services offered by the User to CommonCustomers.2. The User has opened a current account in SBH being Current Account No62410080387atS R NagarBranch which account shall for the purpose of this Agreement be called the 'CollectionAccount' with Vyapaar/Vistaar / Khata plus facility under Corporate Internet Banking.3. The User will log on to their CINB account, and choose the icollect option to generatean icollect Page and shall input therein own details and the details of the paymentto becollected from the Common Customer as required.4. The User will ensure that all the fields entered by them are correct and the paymentcollected by them is in proportion to the service provided by them and shall submit a hardcopy of the icollect page and the application form to SBH for approval along with theduly signed documents relating to "Terms and Conditions" and "Agreement".5. SBH upon verification shall approve and enable the icollect facility to the User. Oncethe icollect facility is enabled, the User can use it for Payment collection from CommonCustomer.6. The Common Customer will log on to his Internet banking account with SBH and accessthe iCollect page of the User and fill in the information as required by the User. On fillingup the required details, the Common Customer can transfer funds by debit to his accountfor credit to the User's account instantaneously. The common Customer can also have anereceipt for the transaction done through icollect as well as obtain the transactionaldetails for a range of dates.7. The details of list of such payments would be available to the User through their CINBaccount.8. SBH shall not be responsible, in any way, for the quality or merchantability of any of theservices, whatsoever, offered tothe Common Customer by the User. Any disputesregarding quality, merchantability, nondelivery and delay in delivery of the Service orotherwise will be dealt with, by and between User and the Common Customer directly andSBH shall not be a party to any such dispute. Provided that in the event of a CommonCustomer requesting SBH for a refund on any grounds whatsoever SBH shall forthwithinform the User or mark lien to the extent of the amount of refund claimed at the solediscretion of SBH. SBH shall beentitled to make a direct credit to the disputing CommonCustomers account for the disputed amount and the User shall not object to the samemay be waived in respect of agreement to be signed by Govt. / Semi Govt / Local Bodiesand reputed PSUs.9. TheUser undertakes to resolve all queries raised by Common Customers pertaining toany internet banking transaction routed through icollect.10. User hereby undertakes and agrees not to describe themselves as an agent or arepresentative or employee of SBH, not to pledge the credit of SBH in any way and not tomake any representation to the Common Customer or any third party or to give warrantieswhich may require SBH to undertake to or be liable for, directly or indirectly, anyobligation and/or responsibility to the Common Customer or any third party. User shall notat any time require the Common Customer to provide them with any details of theaccounts filed by them with SBH including the password, account number, Customer IDthat may be assigned to the Common Customer by SBH.11. The parties hereto grant each other a nonexclusive, royaltyfree limited license touse, display and reproduce the logos of each other, solely in connection with themarketing of this facility, till the period the agreement stands.

User's Obligations:

12. The User may access onlinesbh for icollect anywhere anytime. However, as a matterof precaution and safety, User should avoid using PCs with public access.13. The User would ensure that the log in to icollect facility is a validsession initiated bynone other than the User or its authorized personnel.14. All transactions executed through a valid session as defined above will be construed tohave been emanated from the approved User or authorized personnel and will be legallybinding on him / them.15. Should the User or its authorized personnel notice that any information relating to thecustomer's account(s) is incorrect or discrepant; the same should be immediately broughtto the notice of the concerned SBH branch by email or letter by the User.16. The User or its authorized personnel will not attempt or permit others to attemptaccessing iCollect through any unlawful means. In case of any unlawful attempt, SBHwill not be responsible for any damage or loss arising out of the attempt(s).17. The USER shall maintain confidentiality of the Banks information including theinformation relating to the customer accounts that comes to his hand. Without thepermission of the Bank he shall not disclose any information pertaining to the Bank to anyperson. In event of mis-use of information on account of failure of the USER to maintainconfidentiality of the information the USER shall indemnify the Bank from any claim lodgedby the Banks customer.

Exception Clause

18. The Bank wouldnot be responsible in any way for any information wrongly enteredby the User or its authorized personnel in his / her icollect fields.19. The authorization granted to a User is valid till they are availing the CINB service / tillicollect facility is discontinued by the Bank. The request for deregistration fromCINB/discontinuance of icollect service of an authorized User must be made to the SBHBranch in writing and the same will be effective when the SBH acknowledges it in writing.

Indemnity Clause

20. User hereby undertakes and agrees to indemnify SBH and hold SBH harmless andkeep at all times fully indemnified and held harmless from and against all actions,proceedings, claims, liabilities, penalties, demands and costs, awards, damages, lossesand/or expenses howsoever arising directly or indirectly as a result ofa. any breach or non performance by User or any of their undertaking, warranty orobligation under this Agreement orb. any claim or proceeding brought by the Common Customer against SBHin respectof any productc. any act, neglect, or default of User, or their authorized personnel, employees orCommon Customers ord. any other claim by any other party / third party against SBH in respect of providingservices or performance of this AgreementUser shall also fully indemnify or hold harmless SBH against any loss, costs, charges,expenses, demand or liability whether direct or indirect out of claim by a third party.21. SBH will be at liberty to charge User / Common Customers any service charges as theBank may deem fit. SBH will charge the User / Common Customer a service chargeof............ (......... ) plus taxes applicable of the transaction value for the transactionsconsummated by Common Customers. SBH will directly debit the User / CommonCustomers current / savings account with it for such commission on a monthly / dailybasis.

Termination Clause

22. This Agreement may be terminated either by the User or SBH at any point of time, bygiving 30 days notice of termination in writing to the other party on its official address asreflecting on page1 of this agreement.

Arbitration Clause

23. Any dispute or difference between SBH and the User hereto shall be first settled byway of arbitration which will be subject to or governed by theArbitration & ConciliationAct, 1996. The dispute shall be referred to a sole arbitrator which shall be appointed bythe Bank. The arbitrationproceedings / sittings shall be held at Hyderabad. The decision/Award of the arbitrator shall be final andbinding on the parties.

IN WITNESS WHEREOF the parties hereto have executed this Agreement (in duplicate) onthe day, month and year first hereinabove mentioned.

Signed and Delivered by the within Signed and Delivered by the withinnamed SBH,(SBH) by the hands of named by the hands of itsits Authorized Signatory Authorized Signatory

in the presence of: in the presence of:(Witness) (Witness)