FASTAG USER TERMS AND CONDITIONS

These FasTag User Terms and Conditions (the “Product Terms”) are entered into by and between the Fleet Owner (“Fleet Owner” and/or “Tag User”) and Handout Solutions Private Limited, with its registered office at 10^th floor, 1008, R.G Trade Tower 2,Netaji Subhash Place New Delhi, India and constitute a legally binding agreement (the “Product Terms”).

These Product Terms sets forth the terms under which a Tag User may avail the FasTag Services within the PLATFORM. Tag User’s use of FasTag Services within the PLATFORM is subject to these Product Terms, as may be modified or updated. These Product Terms shall be in addition to and not in derogation to any other terms as stipulated by the Partner Bank, from time to time.

1. INTERPRETATION: 

1. These Product Terms are also integral part of the Handout Solutions Terms (as defined below) which include but not limited to Terms of Use, Privacy Policy, or General Terms..
2. The Terms and Conditions of use of Web Site (‘Terms of Use’) govern your use of our website (the “Web Site”). The Web Site is referred to as the “Platform”.

2. SCOPE:

1. The HSPL has been appointed/authorised by the bank who has authorised HSPL (hereinafter referred to as “Partner Bank”) for the purpose of providing the Services of FASTAG.
2. The Tag User has approached HSPL for providing FasTag for the truck(s)/vehicle(s) of the Tag User and the HSPL has agreed to facilitate the Tag User with the installation of the FasTag issued by the Partner Bank.
3. For mutual interest and benefits, the Parties hereto are desirous of recording the Product Terms of this understanding, including the scope of the Services to be provided by the HSPL to the Tag User.

3. DEFINITIONS:

In these Product Terms, unless there is anything repugnant to the subject or context thereof, the expressions listed below shall have the following meanings viz.:

1. “ETC” means electronic toll collection
2. “Fastag Account” mean account used for the Fastag issuance.
3. “Partner Bank” mean the Bank with whom HSPL has partnered with for the issuance of Tags to the User.
4. “RFID or Radio-frequency identification” is the use of a wireless non-contact system that uses radio-frequency electromagnetic fields to transfer data from a tag attached to an object, for the purposes of automatic identification and tracking.
5. “RFID Tags/ Tag/ FasTag” means non-transferable RFID (Radio Frequency Identification) self-adhesive sticker meant to identify the Vehicle for ETC issued as per standards and specifications of Partner Bank.
6. “Specified Toll Plazas” shall mean the Toll Plazas referred to as per the requirement from time to time based on official communication by Partner Bank to the HSPL
7. “Product Terms” means these FasTag ‘Terms and Conditions’, all amendments made thereto from time to time, the Schedules hereto.
8. “Toll Plaza” is the building or facility where the Tag User Fee is collected.
9. “Tag User Fee” means the charge levied on and payable by a Tag User in relation to toll on crossing a Specified Toll Plaza in accordance with the respective Fee Notifications.
10. “Tag User/s” are the persons who have applied for and have been issued RFID tags to participate in the ETC program as per the guidelines laid down by Partner Bank policy/process through the HSPL.

4.  SCOPE OF SERVICES:

1. The HSPL shall perform/provide the services (hereinafter referred as to ‘Services’) which are more particularly mentioned herein below:
   1. The HSPL may, at its sole discretion, provide a Tag to the Tag User on a request being made by the Tag User along with all such information and documentation required by the HSPL including, without limitation, any document that Partner Bank may require to conduct its 'know-your-customer' related checks.
2. The Tag User hereby covenants and undertakes and acknowledges that, during the term of these Product Terms;
3. The Tag User authorize the HSPL to enter into an arrangement with Partner Bank for providing FasTags for the Vehicles owned by the Tag User only for the purpose of toll payments.
4. The Tag User hereby confirm that the Tag User shall abide by these Product Terms, terms of the Partner Bank and all other guidelines issued in respect of the usage of FasTag(s), to ensure that the issued FasTag(s) are used appropriately. The Tag User hereby takes full responsibility of any and all incidents arising out of the fraud and / or suspicious transactions related to but not limited to the FasTag(s) usage, PLATFORM on Tag User’s Vehicles etc.
5. The Tag provided by the HSPL and issued by the Partner Bank to the Tag User shall be mandatorily affixed by the authorized representative of the HSPL on the Vehicle owned by the Tag User which carries the license plate number specified by the Tag User.
6. Until activation of the Tag by the Partner Bank, neither can the Tag User reload such Tag nor can the Tag User utilize the amount loaded on to the Tag.
7. The Tag User shall recharge the Tag, from time to time to pay for the Tag User Fee.
8. Suspension:
   1. The HSPL may, at any time, with or without notice, at its absolute discretion, discontinue the Services related to the Tag as. Notwithstanding anything to the contrary contained herein, the HSPL and/or Partner Bank shall be entitled to, at any time, with or without notice to the Tag User, at its absolute discretion, terminate/de-activate the Tag.
   2. The Tag User agrees to surrender the Tag to the HSPL or its representative, upon being requested to do so and shall not use or attempt to use the Tag after termination of such Tag.
   3. These Product Terms may be terminated/dismissed with immediate effect:
      1. by either party immediately and without notice if the other party becomes insolvent or at any time is dissolved or wound up or any partner thereof adjudged insolvent or commits and act of insolvency or makes any arrangement for the benefit of its creditors;
      2. in case User has been declared bankrupt, is in a state of liquidation, has ceased or suspended whole or substantial part of its business, is the subject of a court order or preventative legal scheme of settlement, or is in any similar situation;
      3. by either party as a result of a material breach or default in the performance of any obligation, condition or covenant of these Product Terms by the other party, if such default or noncompliance shall not have been remedied within [thirty (30)] business days after receipt by the defaulting Party of a notice thereof from the other Party. If performance has become permanently impossible these Product Terms may be terminated/ dismissed with immediate effect;
      4. for convenience by written notice by the HSPL;
9. Consequences of termination:
   1. Notwithstanding the termination of these Product Terms the rights, duties and obligations of Parties under these Product Terms shall remain in force and the enforceable at the instance of either Party until all the claims or disputes are settled. The termination of these Product Terms shall be without prejudice to the rights and remedies of either party which may have accrued or arisen prior to such termination.
   2. The termination shall not affect performance nor conditions (including price) of Product Terms entered into before the date of termination of these Product Terms, nor shall it affect any representation, warranty, obligations and indemnity under these Product Terms or any provision on secrecy and confidentiality.
   3. On termination of the Tag:
      1. the negative balance in respect of the Tag (if any) and any other amount due in respect of the Tag shall become forthwith due and payable by the Tag User and interest will accrue thereon at such rates as may be stipulated by the RFPL and/or Partner Bank, from time to time, from the date of such deactivation till the date of actual payment of such monies; and
         The provisions of this Section shall not limit or restrict nor shall they preclude either Party from pursuing such further or other legal actions, against the other Party.
         RFPL shall not be liable for any failure to perform any obligations under these Product Terms, if the performance is prevented, hindered or delayed by a Force Majeure Event and in such case RFPL’s obligations under this General Terms shall be suspended for so long as the Force Majeure Event continues.

5.  PROCESS TO BE FOLLOWED BY THE PARTIES:

1. The Tags shall be provided by the HSPL as issued by the Partner Bank to the Tag User.
2. Activation, Loading and Reloading/recharging of the Tags:
   1. The Tag User hereby agrees and acknowledges that the Tags, as on the date of their issuance, shall have no assigned value and shall be in a de-activated form.
   2. The process for loading/ reloading value onto the Tags:
      1. The Tag User may load/ reload/ recharge the Tag using the payment gateway at HSPL’s PLATFORM 
      2. The Tag User will be able to view the transaction history for all tags allocated to the trucks/Vehicles of the Tag User through the PLATFORM.

6. USAGE OF THE TAG BY THE TAG USER:

1. The Tag User acknowledges and agrees that:
   1. the Tag is valid only in India and only with respect to payments required to be made in INR towards ETC;
   2. the Tag is strictly not transferable and shall only be used with respect to the Vehicle owned by the Tag User, on which the Tag has been affixed by an authorized representative of the HSPL and/or Partner Bank;
   3. The Tag shall be used only for lawful purpose(s) and no illegal activity shall be carried out from the usage of the Tag;
   4. the Tag User shall be able to use the Tag only to the extent of the Tag Balance available at any given point of time;
   5. the Tag is the property of the Partner Bank and is non-transferable; and
   6. no interest shall be payable by the HSPL and/or Partner Bank on the amount available/ loaded on the Tag at any point of time.
2. The usage of the Tag shall be governed by these Product Terms and the HSPL’s terms. In addition, it shall be governed by the policies, guidelines and instructions provided/issued by Partner Bank, from time to time, in relation to the Tags.
3. The Tag may be used by the Tag User for the purpose of making toll payments at Specified Toll Plazas on the National Highways at the electronic toll collection lanes provided at such Specified Toll Plazas.
4. The Tag User is not allowed to exceed the available Tag Balance, whether through an individual Transaction or a series of Transactions. The Tag User acknowledges and agrees that if it attempts to drive through any electronic toll collection lane at any Specified Toll Plaza where the toll amount to be paid is in excess of the Tag Balance, it will not be able to do so.
5. In any event, if a Transaction amount exceeds the Tag Balance which leads to a negative Tag Balance, the Tag User shall remain fully liable to the HSPL and/or Partner Bank for the amount of such negative Tag Balance and shall make payment of the same to the HSPL and/or Partner Bank on demand.
6. In addition to the above said purposes, Tag User agrees and gives explicit consent to HSPL to share Tag User’s Data with the following entities:
   1. Governmental Agency or Courts or regulators as required under the applicable law;
   2. Third Party agencies for the background verification of the Vehicles or KYC, if applicable;
   3. With Partner Banks for getting the FasTag(s) activated;
   4. Any employee, agent, contractor or third party or service provider in connection with the HSPL’s business;

7. INDEMNITY:

1. In consideration of HSPL providing the Tag User with the Tag, the Tag User hereby agrees to defend, indemnify and hold harmless the HSPL and its directors, shareholders, agents, consultants, employees and other representatives from and against all actions, claims, suits, demands, proceedings, losses, damages, personal injury, costs, charges and expenses (including reasonable legal costs and all other expenses) of any nature whatsoever which HSPL and its directors, employees, shareholders, agents, consultants and other representatives may, at any time, incur, sustain, suffer or be put to incur, sustain or suffer, as a consequence of, or by reason of or arising out of:
   1. provision of the ETC facility by HSPL and/or Partner Bank to the Tag User;
   2. the negligence, mistake or misconduct of the Tag User for the obligations mentioned under these Product terms;
   3. breach or non-compliance by the Tag User of these Product Terms or any applicable law relating to the ETC facility;
   4. any claim made or proceeding commenced by any third party against RFPL, in relation to or in connection with the issuance/ usage of a Tag, the ETC facility and/ or any Transaction; and/ or
   5. fraud or dishonesty relating to any Transaction by the Tag User.

8. LIMITATION OF LIABILITY.

1. HSPL shall not be liable to the Tag User any claim, demand, loss or expense whatsoever. In no event shall HSPL be liable for any direct, punitive, special, incidental, indirect or consequential damages of any kind, whatsoever, whether based on contract, tort, negligence, strict liability or otherwise, in connection with these Product Terms even if user of Product Terms has been informed in advance of the possibility of such damages.
2. Further, HSPL shall not be liable to the Tag User for any loss or damage whatsoever or however caused or arising, whether directly or indirectly, in connection with the ETC facility and/ or these Product Terms, including any loss or damage arising from:
   1. any defect or issues in respect of the relevant specified Toll Plazas and/or Toll Plaza;
   2. the refusal of any person to honour or to accept the Tag;
   3. the malfunction of any computer system and/or PLATFORM;
   4. handing over of the Tag by the Tag User to anybody other than the designated representative of the RFPL;
   5. Loss of data contained in the servers maintained by the operators of specified Toll Plazas and/ or Toll Plazas;
   6. any interruption or stoppage in the Tag User’s access to and/ or the use of the Tags; and /or
   7. any inconsequential, incidental or special damages, or direct or indirect loss, claims or expenses of whatsoever nature and howsoever arising.
3. Notwithstanding anything contained in these Product Terms, the aggregate liability of the HSPL its directors, officers, employees, and affiliates, for damages, whether in contract, tort or otherwise, shall be limited to NIL.

9. MISCELLEANOUS:

1. ASSIGNMENT
   Tag User understands and agrees that HSPL has the right to assign its rights, title and interest in these Product Terms at any time. Assignment of these Product Terms by the HSPL will not affect these Product Terms, except to the extent that the Assignee becomes a party to these Product Terms.
2. RELATIONSHIP
   Nothing contained in these Product Terms shall be construed or deemed to create any association, partnership or joint venture relationship in any manner whatsoever between the Parties.
3. DISPUTE MANAGEMENT
   All disputes with respect to the functionality of the Tag provided by the HSPL and issued by the Partner Bank to the Tag User shall be resolved through the following process:
   1. The HSPL will assist the Tag User to raise disputes if any with respect to functionality of the FasTag by collating and sharing the disputes raised by the Tag User with the Partner Bank to further raise with National Payments Corporation of India (NPCI).
   2. The Tag User shall raise the dispute with the HSPL in writing. In order to enable HSPL to further raise the dispute with the Partner Bank to investigate and respond to the dispute, the Tag User shall be required to provide the HSPL with such information as may be required by the HSPL and/or Partner Bank.
   3. The Partner Bank will adhere to the guidelines issued time to time by NPCI where applicable for raising disputes and shall share the responses on the disputes as received from the relevant authorities with the RFPL.
   4. The HSPL on receipt of the response(s) from the Partner Bank shall communicate the same with the Tag User(s) and assist the Tag User(s) in fulfilling the necessary process(es).

10. NOTIFICATION OF CHANGES ON TAG:

1. HSPL shall have the absolute discretion at any point of time, to change any feature and/ or benefit offered on the FasTag including, without limitation, changes which affect charges or rates and/ or method of calculation of charges with respect to the FasTag.
2. HSPL shall communicate the amended Product Terms, the changes made to the features of the FasTag and the revised charges and rates with respect to the FasTag by hosting the same on the PLATFORM and/or in any other manner as may be decided by the RFPL from time to time.
3. The Tag User shall be responsible for regularly reviewing the current Product Terms, including any amendments thereto as may be posted on the PLATFORM, and shall be deemed to have accepted the amended Product Terms with Tag User’s continued usage of the Services or the Platform.