This Access Agreement ("Agreement") is between you and A.TREDS Limited ("ATL"). You understand and accept that ATL maintains the web-site (defined herein below) to provide visitors with information about ATL, its services and products. You also accept that you are required to read the below mentioned terms, and any use of the Site constitutes your acceptance and agreement to be bound by such terms, and the changes made to this Agreement from time to time, relating to your usage of the Website as communicated and made available on ATL's website.
The Services being provided herein relates to certain electronic services including but not limited to discounting of receivables, financing of receivables, etc. more particularly detailed herein and in Master Agreement ("Services/transactions") to which you will have electronic access depending upon your user category through ATL Web site (the "Site"):
1.1 ATL shall provide you with electronic access, through your computer or other electronic device (collectively "Computer"), of the Services, including but not limited to facilitate financing / discounting / negotiating / purchasing/ assignment of invoices / bills/ bills of exchange and such other instruments / negotiable instruments / securities and similar and other commercial instruments by the financers and further discounting / re-discounting of the discounted factoring units by the financiers in the secondary market; sending of notifications to the relevant parties to the transaction; reporting and MIS requirements; and generation and submission of settlement of obligations, standardized mechanism/process for on- boarding of buyers, sellers, financiers or any other entity by enrolling or otherwise on boarding process; to devise and develop processes, lay down criteria for enrolling different participants to participate for financing/ discounting/ negotiating/ purchasing/ assignment of invoices / bills/ bills of exchange and such other instruments/ negotiable instruments/ securities and similar and other commercial instruments, in India or abroad; and to provide all types and kinds of value added services including information services to the Registered Clients. ATL may at its sole and absolute discretion, cancel or change any or all the Services or registration instructions in any manner whatsoever at any time or introduce additional Services from time to time, upon printed or electronic notice. Your continued use of the Services following the posting or notice of any changes or introduction of new Services will constitute your acceptance, ratification and confirmation of such changes. You agree not to attempt to connect to the Site, to use the Services or to view any of the information if you do not agree to the terms of this Agreement.
1.2 ATL reserves the right to charge a Registered Client a separate service fee for using the Services to effect transactions.
2.1 As part of the registration process, the Registered Client will be entitled to a user identification comprising of any alphabetical/numerical combinations or an alphabetical and numerical combination ("User Identification") and to a password for the purpose of authentication ("Password") to access the Site, System and the Services, as the case may be. The Password may include second level and / or transaction level passwords as well and would be required to meet such requirements as may be stipulated by the Reserve Bank of India ("RBI") and/or any other authority and ATL, from time to time.
2.2 The System itself generates the initial Password and the same will be intimated to the Registered Client. ATL is not aware of such initial Password. The Registered User agrees and undertakes to immediately change his initial Password upon receipt thereof. The Registered Client is aware that initial and subsequent Passwords are not known or available to ATL and the same are solely in the knowledge of the User. (The User Identification and Password, are hereinafter collectively referred to as "User Codes").
2.3 The User Codes are for your personal use only. You are responsible for the confidentiality and secrecy of the User Codes, and agree not to provide them to any third party. You shall ensure that you are the only authorized user of the User Codes. You are solely responsible for all statements made, factoring units entered and transactions effected by using User Codes and you are solely liable for acts or omissions that occur while your User Codes are being used including any usage by third party, whether or not such third party was authorized so to do. ATL shall be entitled to presume that any transaction or instructions entered or communicated using the User Codes is the Client's own transaction or instruction. ATL is not responsible for any breach of security caused by your failure to maintain the confidentiality of your User Codes. You shall be fully responsible and liable for and will pay or reimburse ATL on demand all costs, charges, damages and expenses incurred by ATL as a consequence of access and/or use of your account, the Site, System or Services by any unauthorized third party with your User Codes. You agree to notify ATL immediately in the event of loss or theft of any or all of your User Codes, or if you believe the confidentiality and secrecy of any or all of your User Codes has been compromised in any way, or in the event of your learning about a possible or actual unauthorized use of the Services, together with full details of such loss, theft or unauthorized use including the date of such loss, theft or unauthorized use and in the case of unauthorized use, the manner in which it was used and the transactions effected pursuant to such unauthorized use. ATL reserves the right to revoke your User Codes at any time without prior notice.
2.4 In any of the events specified above, you shall immediately change your Password. However, if you are unable to change your Password for reason of you having forgotten your Password or your Password having been unauthorizedly changed by some other person or for any other reason, then you shall immediately request ATL in writing to discontinue your old Password; and thereupon ATL shall cause it's Site/System to discontinue the use of your Password and the System shall generate a new password which shall be communicated to you. However, any transactions undertaken on Site by using your User Codes shall be binding on you and it shall be deemed and construed that you have undertaken the said transactions since you are solely in the knowledge of User Codes and the onus of maintaining the confidentiality of such User Codes rests with you.
2.5 Notwithstanding the foregoing, the current norms for your User Codes are set out as under (these norms are subject to such other norms as may be notified from time to time by ATL under this clause pursuant to any modifications to statutory laws, rules, regulations, bye laws, circulars governing the same and to ATL internal policy):
3.1 You acknowledge and consent to the taping or any form of electronic recording, retention, monitoring and use by ATL (and its employees, representatives, affiliates and agents) of all communication, electronic or otherwise, between you and ATL or its representatives or agents and information and data that you input during your use of the Services, including without limitation, all transactions undertaken by you including to purchase or sell or finance a factoring unit, as the case may, all activities related thereto and all selections and uses of calculators and other tools included therein.
3.2 You further agree that such recordings and ATL 's records of any factoring units, instructions and communications given or made by you or ATL by electronic mail, fax or other electronic means shall be admissible as evidence and shall be final and binding evidence of the same. If ATL so chooses to record the transactions, instructions and communications, it shall be free to store the same for such period as it may deem fit and ATL may overwrite, erase or destroy such records at such intervals as it may deem fit.
4.1 The Services permit you to communicate electronically by sending an e-mail message to ATL. You agree not to use e-mail for doing transactions for discounting of receivables, to give notice of a change of address, or to give ATL any time-sensitive instructions. However, ATL in no event shall be liable or responsible in any manner in the event such e-mail has not reached ATL for any default/reason whatsoever. In addition, if you are an ATL client who has registered on the Site, you agree not to use e-mail to give ATL any instruction affecting your account(s) or any linked accounts, including, but not limited to, carrying out transactions . ATL shall not be liable for any actions taken or any omissions to act as a result of any e-mail message you send to ATL.
4.2 Registered Clients will provide ATL with their e-mail address as part of the registration process. ATL shall not be liable for any actions or for any omissions to act on your part as a result of any e-mail message ATL sends to you. You may not use an e-mail message from ATL to carry out transactions.
5.1 You may download the information to the Computer and print out a hard copy for your personal reference, provided that you agree not to remove any copyright or other notices contained therein.
5.2 The Services and the information are the property of ATL or its licensors and are protected by applicable copyright, patent, trademark or other intellectual property law. Except as expressly authorized herein, you may not reproduce, transmit, sell, display, distribute, publish, broadcast, circulate, modify, disseminate, or commercially exploit such information or any of the Services provided in any manner (including electronic, print or other media now known or hereafter developed) without the written consent of ATL. You also agree not to use the information or Services for any unlawful purpose, and you shall comply with any request of ATL or any of the third party providers to protect their respective rights in the information and Services.
5.3 You agree to make your own independent evaluation of the transaction merits and suitability for you of any such transaction based on your specific objectives and financial position and using such independent advisors as you may believe necessary. Such Information shall not be deemed to be a solicitation of a transaction by ATL or any third party provider acting on behalf of ATL.
5.4 In the event you use the Services or the links included on the Site to gain access to a web site of RBI or any other world wide web site or Internet location or source of information of any company, organization or person other than ATL, or to any other Internet location, you acknowledge that such other sites or locations are not under the control of ATL and agree that ATL shall not be responsible for any information or other links found at any such world wide web site or the web-site of RBI or Internet location or source of information, or for your use of such information. ATL provides such links only as a convenience to you, and has not tested any software or verified any information found at such sites. The fact that ATL has provided a link to another site does not signify an endorsement of the site or its contents by ATL. There are inherent risks in the use of any software or information found on the Internet, and you acknowledge that you understand these risks before making any use of the Services.
5.5 Transmission or use of any material in violation of this Agreement, or any applicable law, rule or regulation (whether of the Republic of India or other countries), or the rights of any third party is prohibited. This includes, but is not limited to, copyrighted material, material which is defamatory, threatening, obscene, lewd and indecent, material protected by trademark, trade secret, or patent laws, or material that results in an invasion of privacy.
5.6 The Services are not registered under any securities law of any foreign jurisdiction is only to be availed by a Guest or Registered Client, as the case may be, in a jurisdiction where it may be lawful to offer such Services.
6.1 The accuracy, completeness, sequence or timeliness of any information cannot be guaranteed. ATL and its affiliates, their financial advisors, agents and licensors shall not have any responsibility or liability for direct, indirect, consequential, special, or other damages you may incur for any reliance by you on information or for the reliability, accuracy, completeness, sequence or timeliness thereof for any delays, interruption or errors in the transmission or delivery of any part of the information or services, or for any unauthorized use by you of e-mail.
6.2 Except as expressly set forth in this agreement, ATL and its affiliates, agents and licensors hereby expressly disclaim all express and implied warranties, including without limitation, warranties of merchantability, fitness for a particular purpose, and error-free and uninterrupted services. ATL does not warranty, guaranty, or make any representations or warranties whatsoever, express or implied, or assume any liability to you regarding (i) the use or the results of the use of the services, including without limitation any financial results based on use of the services or information or any delay or loss of use of the services, or (ii) system performance and effects on or damages to software and hardware in connection with any use of the site, services, and information.
6.3 In addition to and without limiting the foregoing, ATL shall not be liable for any harm caused by the transmission, through the services or information, of a computer virus, or other computer code or programming device that might be used to access, modify, delete, damage, corrupt, deactivate, disable, disrupt, or otherwise impede in any manner the operation of the services or any of your software, hardware, data or property.
6.4 In addition to and without limiting the foregoing, ATL makes no representation and assumes no liability regarding the quality, safety, accuracy, or suitability of any information or software found on any other site not under ATL control.
6.5 ATL and its affiliates, their respective financial advisors, agents and licensors shall not be liable for any losses or damages incurred by you related in any way to your use of the services and information.
6.6 Except as otherwise provided by law, ATL shall have no liability for losses caused by the negligence, actions or failure to act of the provider or any third party provider acting on ATL’s behalf.
6.7 To the extent permitted by law, neither ATL nor the provider or any third party provider acting on ATL’s behalf shall be liable to you for any indirect, special, incidental or consequential damages (regardless of whether such damages are reasonably foreseeable), or for any loss, costs, expenses including without limitation reasonable legal fees, arising from a failure, interruption, error, omission or delay in the performance of their obligations or in the transmission of information that results from a cause over which ATL or any other such entity does not have control, including but not limited to
7.1 You hereby represent and warrant that you are of the age of majority, as the case may be and are legally capable of performance of the terms of this Agreement.
7.2 You hereby further represent and warrant that, in conjunction with your account(s) that you maintain with ATL at any time, that you will utilize said account(s) solely for lawful purposes and will remain aware of, and fully comply with, all applicable laws, rules and/or regulations governing the use of said account(s) including, but not limited to, laws, rules and/or regulations relating to information technology, taxation, and reporting or filing requirements.
7.3 You agree that ATL cannot advise or counsel you as to the existence or applicability of any particular law, rule and/or regulation and that you are solely responsible for remaining aware of, and complying with, all such laws, rules and/or regulations. If you are a Registered Client you hereby represent and warrant that all the information provided by you during the registration process is accurate and complete. You acknowledge that you are fully aware of and understand the risks associated with availing of Services for routing transactions through the Site/System including the risk of misuse and unauthorised use of your User Codes by a third party and the risk of a person hacking into your account on the Site/System. You agree that you shall be fully liable and responsible for any and all unauthorised use and misuse of any of your User Codes and also for any and all acts done by any person through the System on your User Identification in any manner whatsoever, including but not limited to a third party placing a request or transaction on your behalf over the Site/System. You are aware that ATL is agreeable to offer the Services over the Site/System only if ATL is not required to bear and only if you agree to bear, the risk responsibility and liability of such misuse or unauthorised use.
7.4 You agree that you shall immediately notify ATL in writing with full details if:
7.5 You shall immediately log off from the Site and System at any time that you finish accessing it.
7.6 You hereby agree that you may not be allowed to do transactions through the System as may be notified by ATL from time to time.
7.7 You further agree that you may not be allowed to transact through the System with respect to certain transactions below and above certain amounts, as may be notified by ATL from time to time.
7.8 You further agree that you will not initiate, promote or participate in any unfair or manipulative market practices.
7.9 The use and storage of any information including, without limitation, the User Codes, profile, portfolio information, transaction activity, account balances and any other information on your personal computer is at your own risk and you shall take sole responsibility for the security of such information.
7.10 You are aware that you have the option of not availing of the Services. However being fully aware of all risks, you desire the convenience of such Services, including but not limited to transmitting transactions and instructions over the Site/System and have therefore opted for such Services of your own free choice and are willing and agreeable to bear all associated risks, responsibility and liability.
8.1 You are also made aware of all the rights available to you under the extant laws, rules, regulations of RBI / Regulators and of all your obligations thereunder and hereunder.
8.2 If you have any concerns with respect to the above you may contact our office.
8.3 You shall be solely responsible for the consequences and no contract can be rescinded on that account. You must acknowledge and accept that there can be no guarantee of profits or no exception from losses while executing transactions regarding discounting of receivables on the Website.
8.4 In the light of the risks involved in and the other significant aspects of trading, you should undertake transactions only if you understand the nature of the contractual relationship into which you are entering and the extent of your exposure to risk.
ATL shall use reasonable precautions to maintain the confidentiality of the information you have provided to ATL and information you have created, entered or developed in connection with your use of the Services, but because such information can be accessed through the internet, you hereby acknowledge and agree that there can be no assurance that the information, any Information provided to you through the Services or any communication through e-mail will remain secure. In addition, ATL may disclose such information to its employees, representatives, officers, agents, auditors (internal or external), consultants, and affiliates, as well as a governmental or regulatory entity or pursuant to any applicable law or court order, the service providers or any other third party agent or service provider
10.1 Except for statutes of limitation applicable to claims, this Agreement and all the terms herein shall be governed by and construed in accordance with the laws of the Republic of India without giving effect to principles of conflicts of law.
10.2 The Reserve Bank of India has issued guidelines for carrying out transactions on Website from time to time.
11.1 Any dispute arising out of this Agreement shall be governed by the Arbitration and Grievance Redressal Policy as displayed on the website of ATL.
11.2 The provisions of this Clause shall survive termination of the Agreement.
11.3 This Agreement and all matters relating to this Agreement shall be construed and controlled by the laws of India.
12.1 Subject to the aforesaid clause, this Agreement shall at all times take effect as having been made, entered into and to be performed in the city of Mumbai and the parties shall be deemed to have submitted to the exclusive jurisdiction of the competent courts/appropriate forums of/at Mumbai with respect to all disputes between you and ATL.
Either you or ATL may terminate this Agreement and your access to the Services at any time by giving 30 days notice. If you are a Registered Guest, your registration for these Services may continue for thirty (30) days from the time you registered unless terminated sooner by either you or ATL. ATL may discontinue or change the Information or the Services, or their availability to you, at any time. Any violation or breach by you of any of the terms of this Agreement will be cause for ATL to terminate your access to the Services without notice. Paragraphs 6, 9, and 14 shall survive termination of this Agreement.
Resale and/or any commercial redistribution of the Services or Information, is not permitted. This Agreement and your rights and obligations hereunder may not be assigned by you without the written permission of ATL and shall inure to the benefit of ATL 's successors and assigns whether by merger, consolidation or otherwise. ATL may assign this Agreement or any of its rights or obligations under this Agreement to the extent permitted by the laws to a company affiliated with, or a successor to or assignee of, ATL, or to any other third party at sole discretion of ATL.
15.1 Save as set out in the preamble to this Agreement, this Agreement represents the complete and exclusive statement of the agreement and understanding between you and ATL regarding your rights to access and use the Services and information on the Site, and supersedes all prior and contemporaneous agreements and representations regarding such subject matter. Except as herein provided, no waiver, modification or amendment of any provision of this Agreement shall be effective against ATL unless the same is in writing and signed by an authorized official of ATL. ATL may modify these terms and conditions at any time upon written notice or by posting the modified terms and conditions in the Site. You agree that if you use the Services after such notification of changes in the Agreement, you will be bound by all such changes. At the time of such modification, you will have the opportunity to reject such modification, which rejection shall constitute a termination of this Agreement and of your rights to access and use the Site, Services and Information. Should any term or provision of this Agreement be deemed or held to be invalid or unenforceable, the remaining terms and provisions shall continue in full force and effect.
15.2 Failure by ATL to insist at any time upon strict compliance with any term of this Agreement, or any delay or failure by ATL to exercise any power or right given to ATL in this Agreement, or a continued course of such conduct on ATL part shall at no time operate as a waiver of such power or right, nor shall any single or partial exercise preclude any other future exercise. All rights and remedies given to ATL in this Agreement are cumulative and not exclusive of any other rights or remedies which ATL otherwise has at law or equity.
You hereby indemnify and hold harmless, at all times, ATL (and its directors, officers, employees, control persons, vendors, licensors and agents), the Provider and any third party provider from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorney's fees and costs) arising out of or related to your breach of your agreements, representations and warranties contained in this Agreement or your use of the Services or Information