1.1 "Figital Technologies" or the "NCASH", shall mean M/s. Figital Technologies Private Limited, a company incorporated under the provisions of the Companies Act, 1956, having its registered office at IIT Madras Research Park, Module: B4-09, Block B, 4th Floor, No.32, Kanagam Road, Kanagam, Tharamani, Chennai, Tamil Nadu – 600113, and bearing PAN: AAECF6033H, which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors and permitted assigns
1.2 'Corporate or Client or Corporate Client' shall mean an organization which instructs 'NCASH' to issue Financial benefit Platform for the exclusive use of its employees.
1.3 'Customer or Consumer(s)' shall mean an employee of the Client who will be issued a Financial Benefit application by NCASH.
1.4 'De'tax Card' is a single Prepaid card that provides flexible benefit allowance issued by NCASH to be used through the EMV chip-option for other benefits operated on a scheme-based network.
1.5 'Intellectual Property' shall mean and include all kinds of intellectual property including intellectual property in any software, name, signature, word, letter, numeral or any combination thereof, trademark, patent, design, logo, copyright including any know-how, trade secrets whether registered or not, belonging to a party and/or its affiliates.
1.6 'Merchant' shall mean any participating outlet accepting NCASH prepaid cards.
1.7 'Mobile App' is a software application which allows a Consumer to view and manage their Employee Financial Benefit account using their mobile device.
1.8 'Employee Financial Benefit' includes all flexible benefit allowance, Prepaid Card, National Pension Scheme, Insurance Policy, Car Leasing and Wealth Management that are issued through NCASH Platform;
1.9 Software - Software (including Updates, Upgrades and application programming interfaces (APIs)) and related documentation provided by NCASH or its Affiliates.
1.10 Third Party Provider - a third party (other than a party and its Affiliates) whose Information, Materials or services are included or used in a Service.
1.11 Updates - any bug fixes, service packs or patches, or maintenance releases to the Services.
1.12 Charges - the Fees and any applicable Charges as set out in Order Form
1.13 Fees - fees NCASH charges for the supply of a Service as specified or referred to in the relevant Order Form(s).
1.14 Upgrade - any release or version of a Service which includes new features or additional functionality.
1.15 Materials - hardware, Software, and related documentation supplied by NCASH or its Affiliates.
1.16 Order Form - the online onboarding form Client has accepted that lists or describes the services and products to be supplied to Client, including any statement of work which NCASH has accepted that details the professional services to the Client.
1.17 Licensing Agreement – this document, including its annexures, as amended from time to time
2.1 The Financial Products shall be issued in partnership with a Partner Bank or a Regulated Financial Institution and NCASH will be responsible for managing interactions with the Partner Financial Institutions, Card Associations for operating the Employee Financial Benefit Program
2.2 The Card will be issued to Account Holders on such terms and conditions, as shall be prescribed by the Partner Bank from time to time and at their sole discretion. NCASH reserves the right to modify fees and charges in relation to issuance and operations from time to time, after discussion and prior written approval from the Client.
2.3 NCASH shall provide an online Web application ("NCASH APP Version ") to the Corporate Client to perform certain activities, including but not limited to activation of the Card, allowing customers to change the PIN, block the Card, etc. The Corporate Client may choose to allow the Account Holder to access such processes, through its own various interfaces subject to such process being approved by the Partner Bank. The Client agrees to follow all security protocols that may be enforced by NCASH to service such requests. NCASH shall provide an Mobile application (De'tax App Version 1.26) for the Individual Employees to avail Financial benefits as prescribed by their respective Employer's.
2.4 NCASH will be responsible for issuance and operation as per the process described in Annexure-A. This will include following key activities:
2.5 Enrollment of Individual Employees as Users after review of the Individual requests received from the Client;
2.6 Procuring printing and delivery of Card kits for onward distribution to Individual Employees, wherever relevant;
2.7 Activation of the Cards, NPS Accounts, Insurance Policies and Investment Account;
2.8 Financial settlement between Card Account and Card Associations / merchants, Pension Funds, Insurance and Mutual Fund companies;
2.9 Providing MIS and reports;
2.10 Customer Service related to Cards and will allow credit on respective Cards as per the instructions received from the Company
2.11 NCASH may cancel / hotlist / block the Card upon the following: i. subject to prior written notice, if a request is received from the Account Holder; or ii. subject to prior written notice, in the event such Account Holder fails to comply with the Account Holder Agreement; or iii. subject to prior written notice, if the Corporate Client fails to comply with the terms of this Agreement; or iv. upon written request from the Corporate Client.
2.12 NCASH shall ensure that the mobile applications for iOS and Android operate on devices running the latest major OS version and up to two (2) prior major OS versions, provided that such OS versions continue to be supported by Apple and Google respectively. Support for specific devices or OS versions may be discontinued if required due to platform security updates, deprecation of APIs, or changes in App Store / Play Store submission requirements. The Corporate Client is responsible for ensuring that end-users utilise compatible devices as per the Supported Devices Policy, which may be updated periodically. Supported Devices Policy – NCASH De'tax App a. iOS Supports the latest iOS version and two prior major versions. b. Android Supports the latest Android OS version and two prior major versions, subject to Google Play Services availability. c. Device Requirements • Minimum 4GB RAM • Device must not be rooted/jailbroken • Compatible with App Store/Play Store d. Deprecations Support may be discontinued if Apple/Google deprecate mandatory APIs or enforcement rules. e. Customer Responsibility Customer must ensure end-users use compatible devices and OS versions. f. Policy Updates NCASH may update this policy periodically with 30-day notice.
3.1 The Client shall be responsible for enrolment of the Individual Employees and delivery of Financial benefits through NCASH Platform.
3.2 The Client shall receive requests for issuance of Cards, or to enroll NPS , Insurance and Investments from Individual Employee's and forward the same to NCASH in order to enable NCASH to issue Financial Products in the manner as may be agreed between the Parties, from time to time.
3.3 In the event, the data as required by NCASH, for the purpose of issuing and activating the account for any of the Employee Financial benefits is not provided by the Client, NCASH will not be responsible for the delay / inability in issuing and activating the financial benefits.
3.4 The Client will be responsible for implementing its responsibilities as per the operations processes mentioned in Annexure-A. The Client will be responsible for routing all customer queries / customer complaints related to the Customer Service Portal of NCASH Platform as per the instruction of the Company.
3.5 The Client ensures that the Card will be issued and operated through a Partner Bank, as per the prevailing regulatory guidelines issued by the Reserve Bank of India.
4.1 The Client shall pay to NCASH fees & charges as shall be communicated to the Client in a side letter/Application (Electronic or Print form) as per annexure to this Agreement. The fees & charges shall be subject to applicable deductions and taxes as prescribed by applicable laws from time to time. However, there will be charges to be borne by the Employee that will be deducted from the available balance on the De'tax Card or will be paid directly by the Corporate Client to NCASH. The charges to be borne by the Employee will be communicated to them by both their Employer through internal communication and NCASH through notification on Mobile application.
4.2 The Client will pay to NCASH the total amount to be loaded on the De'tax in advance only through electronic mode of bank payment as may be agreed between the parties.
4.3 The Client shall solely be responsible for payment of all taxes whether payable in its state or elsewhere in India, which may result from payments made to NCASH by the Client, pursuant to this Agreement.
4.4 NCASH reserves the right to increase every year any of its fees, based on the inflation (i.e. Wholesale Price Index) as published by the Government of India.
4.5 NCASH willl raise a tax invoice for the applicable commercials (inclusive of GST or any other applicable taxes) on a Monthly basis, and Client shall release payment within Thirty (30) days from the date of receipt of such invoice.
NCASH and Client expressly agree that their relationship is that of independent contractors. Nothing in this Agreement shall be construed as creating any partnership, joint venture, employment, or agency relationship between the Parties.
Both NCASH and Client shall maintain strict confidentiality of all proprietary, financial, and client-related information obtained in connection with this Agreement. Disclosure shall be permitted only to the extent required by law, regulation, or court order.
(a) The Client shall not make any representations or warranties regarding any product or service offered by NCASH without its prior written consent. (b) The Client shall not engage in any misleading, unethical, or non-compliant promotional activity. (c) Nothing in this Agreement grants the Client any rights or licenses to NCASH' trademarks, brands, or other intellectual property.
8.1 NCASH and Client shall own its respective Intellectual Property ("Pre-Existing IP"). Nothing contained under this Agreement shall be construed as a grant of any right, title or interest over the Pre-Existing IP of the Parties to the other Party.
8.2 NCASH agrees to grant Corporate Client for the duration of this Agreement, a non-exclusive, irrevocable, royalty free, limited license to use the NCASH APP solely for the services detailed in the Annexures.
8.3 NCASH represents and warrants that the Corporate client's use of the NCASH APP and other information and property developed by NCASH or any of its subcontractors hereunder or licensed to them as provided above will not violate any rights, including, without limitation, any intellectual property rights, of any third parties.
8.4 Neither Party shall use the patents, copyrights, trademarks, proprietary and/or licensed software, and trade secrets of the other Party in any manner whatsoever without the prior written consent of the other Party.
8.5 Nothing herein shall constitute an agreement to transfer or license or to grant any copyrights, trademark rights and/or any other Intellectual Property Rights of either Party to the other Party.
8.6 In case of the co-branding arrangement, the Corporate Client will submit a request to NCASH for obtaining due approval from the Partner Bank for use of NCASH and/or Partner Bank and/or Card Association's logo/ name in any communication issued to its customers, partners or public media.
a. Mutual Warranties. Each party represents and warrants that it has the legal power to enter into this Agreement.
b. NCASH Warranties. NCASH warrant that (i) the Services shall perform materially in accordance with the any user documentation provided by NCASH; and (ii) the functionality of the Services will not be materially degraded during a subscription term.
c. NCASH Service is provided to Client on an "as is" basis and, to the fullest extent permissible by law, NCASH make no express or implied warranty as to the accuracy, timeliness, availability or uninterrupted use of the Service. Client hereby acknowledges that Client's use of the services is at Client's sole risk.
d. Whilst NCASH will use reasonable commercial efforts to ensure that all information from customers' Personal Financial Data is accurately captured, extracted and/or entered into NCASH system, NCASH does not warrant that this process or that any reports and/or analysis generated by will be 100% error free. Client is responsible for reviewing and verifying all such reports and/or analysis and promptly informing NCASH of any errors noted. Subject to this, NCASH will take steps to investigate and rectify any confirmed errors as soon as reasonably practicable following receipt of Client's notification.
e. General Disclaimer. All warranties, conditions and other terms implied by statute or common law including, without limitation, warranties or other terms as to merchantability, satisfactory quality and fitness for a particular purpose, are excluded. NCASH does not warrant that the Services (or services, information or material supplied to NCASH on which all or part of a Service depends) will be delivered free of any interruptions, delays, omissions or errors ("Faults"), or that all Faults will be corrected.
f. No Advice. Client understands that NCASH is a technology solution provider and does not provide legal, financial or other professional advice. Some Information may contain the opinions of third parties, and NCASH is not responsible for these opinions. Likewise, NCASH is not responsible for any Damages resulting from any decisions of Client, or anybody accessing the Services through Client, that are made in reliance on the Services, including decisions relating to the sale and purchase of instruments or legal, compliance and/or risk management decisions. Client agrees that it uses the Services at its own risk in these respects.
NCASH shall not be liable for any indirect, incidental, or consequential loss or damage arising out of or in connection with this arrangement, including any third-party actions or failures beyond its reasonable control.
NCASH and the Client agrees to indemnify and hold harmless the other Party from and against any losses, claims, damages, or liabilities arising from any misrepresentation, negligence, or breach of this Agreement by such Party.
This Platform License shall come into force on the date of execution and remain valid , unless terminated earlier in accordance with Clause below. Either NCASH or Client may terminate this Licensing Agreement by providing Thirty (30) days' prior written notice to the other Party. Upon termination, all outstanding commercials accrued until the date of termination shall be settled within thirty (45) days. Upon termination or expiry of this Agreement, all commercial obligations of NCASH under this Agreement shall cease with immediate effect.
This Licensing Agreement shall be governed by and construed in accordance with the laws of India, and the courts at Chennai, Tamil Nadu, shall have exclusive jurisdiction.
Any disputes arising out of or relating to this Licensing Agreement shall be settled through arbitration in accordance with the Arbitration and Conciliation Act, 1996. The arbitral tribunal shall consist of three (3) arbitrators, one appointed by each Party, and the third appointed by the two arbitrators as the presiding arbitrator. The venue of arbitration shall be Chennai, and the proceedings shall be conducted in English. The award of the tribunal shall be final and binding on both Parties.
The Parties agree that for the term of this Licensing Agreement each Party may use the other's name as part of its marketing efforts or in various communication in the public domain subject to prior written approval from the other Party.
16.1 Any term of this Licensing Agreement may be amended only with the written consent of the Parties.
16.2 Any provision of this Licensing Agreement may be amended or waived if, and only if such amendment or waiver is in writing and signed, in the case of an amendment by each Party, or in the case of a waiver, by the Party against whom the waiver is to be effective.
(a) No assignment of rights or obligations shall be made by either Party without the prior written consent of the other Party. (b) If any provision of this Agreement is held invalid, the remaining provisions shall continue in full force and effect. (c) This Agreement constitutes the entire understanding between the Parties and supersedes all prior oral or written communications or understandings on the subject matter.
NCASH Platform and product offering includes issuance of Prepaid Cards, NPS PRAN Accounts, Group / Individual (Life and Non-Life) Insurance Policy, Mutual Funds Investment, Car Leasing Enrolment, Activation and Transaction processing.
The Corporate Client shall place an order on the NCASH platform for the employee benefit services that their Employees are willing to avail. Upon receipt of the order 'NCASH' shall send a proforma invoice to the Client. Payment terms shall be as follows.
The Client shall pay to NCASH fees & charges as shall be communicated to the Client in a side letter/Application (Electronic or Print form) as per annexure to this Agreement. The fees & charges shall be subject to applicable deductions and taxes as prescribed by applicable laws from time to time. However, there will be charges to be borne by the Employee that will be deducted from the available balance on the De'tax Card or will be paid directly by the Corporate Client to NCASH. The charges to be borne by the Employee will be communicated to them by both their Employer through internal communication and NCASH through notification on Mobile application.
The Client will need to provide Consumer details (Title, First Name, Last Name, Mobile No and E-mail ID, CTC, Address, Tax Regimes) in a format as prescribed by NCASH for the issuance of Financial Products as agreed with their corporate client. NCASH reserves the right to request further information as may be permitted by applicable laws.
Before the Employee/consumer begins using the De'tax application, NCASH will need to validate the Employee's mobile number. The Employee will also need to provide necessary KYC information as mandated by regulatory authorities and government of India from time to time.
For all Financial transactions, (point of sale, E-commerce transactions/Online/M-Commerce) performed by both the Corporate Customer and their employees using the Card or bank account through the NCASH application will be authenticated by NCASH's server for authorisation. The transaction information provided by the payment network to NCASH shall be processed, this will generally include merchant category code, merchant identification number and such other transaction information that may be required by the company the individual customers.
NCASH will receive the settlement file from Partner Banks, RTA's, Insurance Companies, RGCS (RuPay), VFS (Visa) & MASTER (MasterCard) on daily basis. Settlement Files contain all transaction details including Success and Failure reports. The same will be uploaded in our NCASH Reports Portal.
NCASH Processor will match off with the data from Settlement File and transaction reports with unique identifier STAN/ RRN.
NCASH will download the Program wise Settlement report & summary reports will be prepared.
We will upload the dispute file, which we receive from the networks to our NCASH Reports Portal for refund and surcharge.
Upon uploading the dispute file, NCASH will automatically process Refund (Cr) to the customer account & Surcharge (Dr) will be processed from the customer account.
We will consolidate Program-wise Refund (Cr) with received Network Income report from the network & Surcharge (Dr) with received Network Spends report from the network.
After all Debit and Credit processed, we will match off our Program-wise reports with the DSR Summary received from the network. If match-off is not successful, we will analyze the report in Program-wise match-off with the DSR Report. The Settlement includes Refund, Surcharge, Chargeback and Representment.
Customer raises the disputes to NCASH/Partner bank.
• In case of failure, NCASH will process refund to the customer,
• In case of success, NCASH will process chargeback with network; chargeback credit will be received from Network on next day.
• In case of success from Acquirer Bank, they will representment the chargeback. NCASH. NCASH will check the representation on a daily basis & download the supporting documents from the Network and raise concern to chargeback team. If chargeback timeframe exceeds, NCASHNCASH will consider the representment as deemed acceptance and will process the credit to the customer.
• If customer does not agree with the representation, then pre-arbitration will be raised, and the customer will be intimated.
• If pre-arbitration is agreed to by the Acquirer, NCASH will receive the pre-arb (Cr).
NCASH will share the dispute (chargeback) reports and Transaction failure reports to the Partner Bank & Company on daily basis.
The Service Level Commitment applies to the NCASH backend services only.
Issues arising from end-user devices, operating system versions, OEM limitations, network availability, App Store/Play Store restrictions, or third-party dependencies are excluded from the SLC.
NCASH will provide best-effort support to assist with device-specific issues, but no uptime or resolution commitment is provided for mobile applications running on customer devices.
| Issue Severity | Response Time | Resolution Commitment |
|---|---|---|
| Critical (App cannot log in for all users) | < 4 hours | Best effort |
| High (Feature not working across org) | < 8 hours | Best effort |
| Medium | < 1 business day | Best effort |
| Low | < 2 business days | Best effort |