GENERAL TERMS AND CONDITIONS BETWEEN SODEXO AND CLIENT FOR MEAL PASS

These detailed Terms & Conditions apply to and regulate the issuance and usage of Meal Pass, a co-branded prepaid instrument of Sodexo, IDFC FIRST Bank and Zeta and form the complete contract between the Client and Sodexo, subject to which the Meal Pass is issued by IDFC FIRST Bank Ltd.

1. DEFINITIONS

1.1 ‘Client’ shall mean an organization which instructs 'Sodexo' to issue Meal Pass for the exclusive use of its employees/business associates.

1.2 'Consumer(s)' shall mean an employee / business associates of the Client who will be issued a valid Meal Pass for purchase of food and/ or non-alcoholic beverages.

1.3 ‘IDFC FIRST Bank Ltd’ or ‘Issuer’ shall mean IDFC FIRST Bank Ltd, a Company incorporated and registered under the Companies Act, 1956, having its registered office at KRM Tower, 7th Floor, No. 1, Harrington Road, Chetpet, Chennai - 600 031, Tamil Nadu, India and includes its representatives and assignees.

1.4 ‘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 know-how, trade secret whether registered or not, belonging to a Party and/or its Affiliates;

1.5 ‘Mobile App’ is a software application which allows a Consumer to view and manage their Meal Pass account using their mobile device.

1.6 ‘Merchant' shall mean any person or entity that has an agreement with Sodexo to accept Meal Pass against purchase of food and non-alcoholic beverages (excluding tobacco).

1.7 ‘Meal Pass’ refers to the Sodexo, IDFC FIRST Bank and Zeta Co-Branded pre-paid instrument issued to the Client by IDFC FIRST Bank Ltd in association with its co-branding partner Sodexo (as the program manager and merchant network provider) and Zeta (as a Card Processor), that will be used for purchasing food and non-alcoholic beverages (excluding tobacco) from the Merchant.

1.8 ‘PIN' shall mean the identification number which will be required by the Consumer to authenticate a transaction and avail other services from time to time.

1.9 ‘Sodexo’ shall mean ‘Sodexo SVC India Private Limited’ having its registered office at 503/ 504, B Wing, Hiranandani Fulcrum, Sahar Road, Andheri (East), Mumbai - 400 099 and includes its representatives, successors and assigns.

1.10 ‘Valid Meal Pass’ shall mean Meal Pass issued by IDFC FIRST Bank Ltd in association with it’s co-branding partner Sodexo; not expired or mutilated or altered and conforms to Issuers guidelines or instructions issued from time to time.

1.11 ‘Zeta’ means Better World Technology Private Limited,  a company incorporated under the laws of India, having its registered office at Directiplex, Acme I-Tech Park, Next to Andheri Subway, Old Nagardas Road, Andheri (East), Mumbai - 400 069. and includes its representatives, successors and permitted assigns.

1.12 Sodexo herein, unless repugnant to the context shall refer to Sodexo, IDFC FIRST Bank Ltd and Zeta

2. ORDER PLACEMENT

2.1 The Client shall place an order on the Sodexo Web Ordering System (SWOS) for issuing and delivering Meal Pass. Upon receipt of the order 'Sodexo' shall send a proforma invoice to the Client.

2.2 All orders placed by any person on behalf of the Client shall be termed as valid order and the Client is bound to accept the same. Once the order is placed, the same cannot be cancelled or modified by the Client.

2.3 The Client will need to provide minimum Consumer details (Title, First Name, Last Name, Mobile No. OR E-mail ID) in a format as prescribed by Sodexo for the issuance of Meal Pass.

2.4 Client can only issue a single Meal Pass to a Consumer or as otherwise prescribed by the regulatory authority.

2.5 Before the consumer begins using the Meal Pass, Sodexo will need to validate the consumer’s mobile number. The consumer will also need to provide necessary KYC information as mandated by regulatory authorities and government of India from time to time.

3. CONSIDERATION AND PAYMENT TERMS

3.1 The Client shall pay to Sodexo fees & charges as mentioned on Client Application Form. However, there will be charges to be borne by the Consumer that will be deducted from the available balance on the Meal Pass. The charges to be borne by the Consumer will be communicated to them in the welcome letter/ e-mail.

3.2 The Client will pay to Sodexo the total amount to be loaded on the Meal Pass in advance only through bank transfer in favour of 'Sodexo SVC India Pvt. Ltd', Escrow Account No. 0007351003 with Citibank N.A. at Nariman Point, Mumbai – 400 021 or through any other electronic mode of bank payment as may be agreed between the parties.

3.3 In the event the Client fails to adhere to the payment terms; Sodexo reserves the right to levy interest @ 1.5% per month from the due date till the date of receipt of the payment.

3.4 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 Sodexo by the Client, pursuant to this Agreement.

3.5 Sodexo 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. DELIVERY & ACTIVATION OF MEAL PASS

4.1 The Meal Pass delivered by Sodexo and accepted at the Client's Premises or any other delivery address as may be specified by the Client shall be treated as valid delivery of the Meal Pass by Sodexo.

4.2 Meal Pass will be delivered in an inactive mode and the same needs to be activated before usage.

4.3 Meal Pass can be activated either by the Client or the Consumer but the same may vary based on processes defined by Sodexo, subject to availability of the feature at the time of placing the Meal Pass order. The Client will need to specify if the Meal Pass will be activated by the Client or the Consumer. If the Client opts to activate the Meal Pass(s) on behalf of the Consumer, then the same will be at its sole risk and liability for any consequences arising thereon.

4.4 Meal Pass activation details/ process will be communicated to the Consumer in the welcome letter / email.

4.5 The Client will inform the Consumer to sign on reverse of the Meal Pass before usage.

5. SODEXO MEAL PASS

5.1 Unless prohibited by law, the Meal Pass once activated, may be used to make purchases until the 'Validity” period mentioned on the Meal Pass or the value becoming zero.

5.2 The Meal Pass is non-transferrable and should not be assigned or transferred in any way by the Consumer to any third party. Any Meal Pass assigned, sold or otherwise transferred in violation of this provision may be invalidated or cancelled.

5.3 The Meal Pass issued does not facilitate balance transfer or cash withdrawal.

5.4 Lost or Stolen Meal Pass: In case the Meal Pass is misplaced/ stolen, the Consumer can block the Meal Pass through Sodexo Web Portal or Mobile App. The lost Meal Pass will be blocked and the available amount less charges and taxes would be issued to the Consumer. Sodexo is not responsible for any loss before the Meal Pass is blocked.

5.5 The Consumer will need to refer and comply with the consumer terms and conditions available on our website www.sodexobenefitsindia.com

5.6 Sodexo shall not be liable for the failure of the Client or Consumer to use Meal Pass in accordance with the terms of this agreement, for any reason whatsoever.

6. USAGE OF MEAL PASS

6.1 The Meal Pass shall be accepted by the Merchant identified by a sticker pasted at an apparent place in its establishment or through online Merchant website. The latest updated list of Merchants is available on the Sodexo Merchant Web Directory posted on the Sodexo website 'www.sodexobenefitsindia.com' or on Mobile App / SMS based service. The list of Merchants may get revised from time to time and it is the Consumer's responsibility to check whether the Merchant accepts Meal Pass.

6.2 The Consumer can use the mobile app to check their Meal Pass account balance, initiate payment, view transaction history, locate Merchants, change PIN etc.

6.3 The Merchant will sell to the Consumer, products and services, against the available Meal Pass balance. Any payment request from a Consumer by means of the Meal Pass gives rise to a systemic authorization request.

6.4 The transaction may be rejected when (a) the Meal Pass is reported lost or stolen; (b) Sodexo is uncertain whether the transaction is authorized by the Consumer(c) the Meal Pass is expired or the available balance is not sufficient; (d) if the transaction PIN (where applicable) entered is incorrect (e) the transaction parameters do not meet the parameters defined by the Client. Sodexo may temporarily “block” the Meal Pass and attempt to contact the Consumer if Sodexo believes that transactions are unusual or appear suspicious.

6.5 Any dispute regarding the quality of food or non-alcoholic beverages purchased shall be referred directly to the Merchant without any reference to Sodexo.

6.6 Sodexo disclaims all representations and warranties with respect to the products and services provided under this Contract to Consumers including but not limited to any possible impact of such products and services on the Consumer, tax regime as well as the availability, the delivery and quality of the products and services purchased by the Consumer.

7. DATA PROTECTION AND PRIVACY

7.1 During any Customer Service call, we may request for information such as your phone number, date of birth, and postal code that you have provided to IDFC FIRST /Sodexo at the time of registration. We may also obtain personal information about you, including information

(a)    provided to us by the Customer, such as your name and/or your address,

(b)   provided by you at the time of activation/ KYC submission or during Customer service calls, and about purchases made with the Card, such as the date, the amount and the place of purchase. For purposes of fraud prevention and regulatory compliance.

7.2 We will use this information to process Card transactions, provide Customer service, enhance usage at Merchants, process claims for lost or stolen Cards and help protect against fraud. We may also use such Information for marketing purposes and to conduct research and analysis. We may provide certain Information to others outside of IDFC FIRST /Sodexo as permitted by any law, such as to government entities or other third parties as required by any law.

7.3 We may develop marketing programs and send you offer for products and services. We do not share Cardholder Information including Cardholder addresses and mobile numbers with other companies for them to market their own products and services. We may also be required to disclose information to RBI or such other authority as may be required by RBI or under any other applicable law, relating to you and/or to the transactions entered using the IDFC FIRST/Sodexo Premium Pass.

Telephone Monitoring/Recording: From time to time we may monitor and /or record telephone calls between you and Customer Service Executive to assure the quality of our Customer service or as required by applicable law.

8. NO WARRANTIES

IDFC FIRST/Sodexo is not responsible or liable to you;

1.      for any loss or misuse of the Card,

2.      for any interruption of Card service,

3.      for the quality, safety, legality, or any other aspect of the products and services purchased from any Merchant with the Card.

If a Merchant fails to honor the Card or discriminate the user using other mode of payment, please notify Customer Service Services at 1800103 3030/ 1800 267 3030 or write to us at cardsupport.in@sodexo.com to report the incident immediately.

If you have a complaint with any purchase made with the Card, or a dispute with a Merchant, you must try and directly resolve the same with the Merchant involved to the best of your ability.

7. INDEMNITY

7.1 The Merchant shall solely be responsible for the quality of food or non-alcoholic beverages sold by the Merchant to the Consumer. It is distinctly understood that Sodexo bears no responsibility for the products and services sold by the Merchant.

7.2 In no event shall 'Sodexo' or ‘IDFC FIRST Bank Ltd’ or ‘Zeta’ be liable for any direct, indirect, punitive, incidental, special, consequential damages or any other damages whatsoever including, without limitation, damages with regards to the quality of food or non-alcoholic beverages purchased by the Consumer including consumer experience or with regards to arrangement covered herein.

7.3 Notwithstanding this, the Client shall indemnify “Sodexo” against any loss, damages or injuries, claims, liabilities actions, suits, proceedings, demands made against “Sodexo” by any Consumer for any reason whatsoever arising out of the use of the Meal Pass or arising on any breach of the provisions of this Contract.

8. TERMINATION

8.1 Either party can terminate this Contract at any time by giving the other party not less than three months prior written notice in writing send by Registered A/D. Any failure to give the requisite termination notice will be termed as breach of the contract and the aggrieved party reserves the right to levy interest @ 1% of the monthly business volume (average of last 6 months).

8.2 Sodexo shall have the right to terminate the Contract by giving 15 days written Notice in the event the Client fails to abide by its payment terms.

8.3 Sodexo reserves the right to vary any of the terms & conditions contained herein upon written notice to the Client of not less than thirty (30) days, at the address of the Clients as indicated in this Contract.

9. REGULATORY

9.1 The Meal Pass is classified as Payment Instrument as defined under the Master Directions, which is governed by the Issuance and Operation of Pre-Paid Payment Instruments in India (Reserve Bank) Directions, which is governed by the Payment and Settlement Systems Act, 2007 ('PSS Act, 2007'). All relevant Regulations will be binding on all the parties viz. Sodexo, IDFC FIRST Bank Ltd FIRST Bank, Zeta, Client, Merchant and the Consumer as applicable from time to time.

9.2 The amount received from the Client for value of Meal Pass is deposited in an Escrow Account with the Citibank, to dispense any future obligations for honouring of payments against Valid Meal Pass.

9.3 The Client agrees to provide Sodexo with necessary information/documents as may be required to comply with Know Your Client / Anti - Money Laundering & Combating Financial Terrorism Guidelines issued by RBI including any amendments thereto.

9.4 The Client should immediately report all the suspicious transactions as defined under Anti-Money Laundering Guidelines to Sodexo on clientsupport.in@sodexo.com

9.5 Any change in the Government Policies, Rules or Regulations or any enactments or amendments thereto shall be applicable to the Client from time to time.

10 MISCELLEANOUS.

10.1 Neither Party shall be liable for any breach of this Contract caused by force majeure events such as acts of god, fire, lightning, explosion, flood, inclement weather conditions, strikes, lockout or any other cause beyond the control of either party.

10.2 The Client agrees that Sodexo at its own discretion can use the Client's name and logo in the Client reference list.

10.3 All Intellectual Property Rights belonging to a Party prior to the execution of this Agreement shall remain vested in that Party. None of the Intellectual Property Rights in Sodexo's trademarks and brands shall be used by the Client for any purpose without Sodexo's prior written consent.

10.4 If any Dispute arising between the parties is not amicably settled within Thirty (30) days of commencement of attempts to settle the same, the Disputes shall be referred for arbitration under the provisions of the Indian Arbitration and Conciliation Act 1996 by mutually appointing one Arbitrator and the arbitration proceeding shall be held in Mumbai in English language.

10.5 This Contract will be construed in accordance with and governed by the Laws of India and each party agrees to submit to the exclusive jurisdiction of the courts in Mumbai, India.

10.6 The Client agrees to immediately inform about any change as shared with Sodexo including but not limited to change in constitution, name, address, authorised person or any other information relevant to this contract. In case of failure to intimate the change, the Client will be responsible for the consequences thereof.

10.7 In case of any query or need for support the Client can write us on: wecare.in@sodexo.com or call: 1800 267 3030/ 1800 103 3030 or visit:  www.sodexobenefitsindia.com

10.8 All Correspondence relating to the arrangement covered by this Contract should be addressed to:

VP – Sales,

Sodexo SVC India Pvt. Ltd.,

503/ 504, Hiranandani Fulcrum,

Sahar Road, Andheri (East),

Mumbai – 400 099

10.9 The Client warrants and guarantees that the signatory signing this Contract is authorized to sign this Contract and bind the Client to this Contract. Such authority of the signatory hereto shall not be questioned or challenged by the Client at any time.