A wire transfer agreement is a contract that establishes the terms of transferring funds from one party to another through an electronic wire system. Wire transfers are usually used for large payments or as part of a more significant, more complicated transaction such as buying and selling stocks.
A wire transfer agreement may also be referred to as a "wire transfer authorization" or some other variation on those words. This document ensures that both parties have agreed to the terms before any money changes hands, eliminating concerns about fraud and theft.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. [**] - INDICATES INFORMATION THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
MONEY TRANSFER AGREEMENT
This supplementary agreement is executed on this day of 2006, between BuyIndiaonline.com Inc., a corporation incorporated in the state of Delaware US and having its registered office at 425, Brannan Street, 2 nd floor, San Francisco, CA 94107, USA through its President John Kunze s/o Robert Kunze on one part hereinafter called as “company” which term shall unless repugnant to the context includes its successors and assigns on the one part and Punjab National Bank, a body corporate constituted under Banking Companies (Acquisition & Transfer of Undertaking) Act 1970, and having its head office at 7 Bhikhaji Cama Place, New Delhi and among others its International Banking Branch, New Delhi, on the second part hereinafter called as “Bank.” Which term shall include its successors and assigns on the other part.
Whereas the company has an existing agreement with the Bank for effecting foreign remittances through Drafts / Transfer Payment Orders / Pay Orders / Cheques, as per agreement dated 17.4.2002 and supplementary agreement dated 1.3.2005. Under the existing the Company makes a request on day to day basis giving full details of the parties to whom the payment has to be made in India, indicating purpose of such remittance, and whereas the Bank issues demand draft / Pay Orders / TPOs in favour of the beneficiary, as per instruction received from the local authorized representative of the Company be debiting the account of the Company maintained with the Bank, and hand over the drafts / Pay Orders to the authorized representative of the Company for delivering / despatching the same to the beneficiaries.
Whereas, the Company has approached the Bank for extending the online communication facility of effecting remittances by issuing Pay Orders in favour of the beneficiaries / crediting beneficiaries accounts with PNB of the foreign remittances at the call of the beneficiary.
Whereas, the Bank has agreed to extend facilities in accordance with the terms and conditions contained on the Annexure – I & II, which shall form part of this agreement.
Whereas, both the arrangement will be governed by the terms and conditions contained herein and the agreement dated 17.4.2002 and supplementary agreement dated 1.3.2005, is replaced by this agreement.
Now this agreement witnesses as under:
| 1. | The Company and Bank agree that Bank will provide two types of remittance facilities as per stage of service, and terms and conditions as given in Annexure I & II respectively. |
| 2. | The common terms and conditions namely service charges, duration, termination, indemnity etc. are given in Annexure III. |
| 3. | The Annexure I, II & III shall be read as part and parcel of this agreement. |
| 4. | This agreement covers the entire arrangement in respect of services as provided herein. |
IN WITNESS WHEREOF the parties hereto have set their hands on the date, month and year mentioned herein.
| FOR | FOR |
| /s/ Illegible | /s/ John Kunze |
| Authorised signatory | Authorised signatory |
| Place | Place San Francisco, CA |
| Date April 28, 2006 | Date August 7, 2006 |
1) M/s. BuyIndiaonline.com (the company) will collect the money from Non resident clients and transfer the money to Punjab National Bank (the Bank). The company will have a local representative in New Delhi who would be authorized by the company to provide the bank with the list of people in whose favour the Bank drafts / Pay orders / TPO have to be prepared.
2) The Authorised Representative of the company located in India will be providing the full details of the beneficiaries, their address, details of bank account etc. to the bank. Based on the details provided by the Authorised Representative, the bank will arrange to execute the payment instructions. The Bank will act upon the instructions of the Authorised Representative of the Company for debiting the account and hand over the drafts / Pay Orders to the local representative. The bank will not be responsible for any consequences arising out of such actions except due to its own errors.
3) The Bank will ensure that the instructions for remittances received from the Authorised Representative of company shall be executed within [**] provided the funds are available in the account of the company and instructions contain essential data for executing the same. The Bank shall be recovering its costs, commission, charges etc. which will be as decided by the Bank from time to time.
4) The bank will issue the Bank drafts / Pay orders and hand over the same to the local representative who would then post / courier to the respective beneficiaries. The person authorized and identified by Managing Director of the company will provide to the Bank photographs and signatures of authorized representative. The responsibility of dispatch of the Bank drafts / pay order will be of the company.
5) For this purpose, the company will maintain a separate current account in Indian Rupees with Punjab National Bank, International Banking Branch, at Bara Khamba Road, New Delhi (IBB).
6) After receipt of foreign currency amount, IBB will convert this foreign currency into Indian rupees and credit this rupee equivalent to the current account of the company maintained with them.
7) After remittance of necessary funds, the Authorised Representative of the company in India will provide details of remittances and request International Banking Branch, New Delhi of the Bank to issue drafts / pay orders / TPOs in favour of the beneficiaries. The Bank will issue the Drafts / Pay Orders / TPOs, and hand over to the local representative of the company.
8) The local representative will send the Bank Drafts / Pay Orders to the respective beneficiaries.
9) All charges such as commission, exchange and out of pocket expenses will be borne by the company and will be recovered by PNB to the debit of the account of the company with IBB, on an on going basis.
| [**] – | Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. |
10) In case of instrument lost in transit PNB will arrange to issue the duplicate Bank Drafts / Pay Orders after complying with the safeguards and procedures as per the rules and regulations of the Bank. In cases where the original instrument is presented for payment subsequent to the encashment of the duplicate instrument, the Bank will be constrained to make payment of original payment instrument. In such cases the amount will be debited to the company’s account or recovered from the company. The Bank assumes no responsibility in such cases. In such cases the company indemnifies the Bank in respect of the payments so made along with other expenses and charges as applicable.
I) The Company will have a representative in New Delhi and a call centre with toll free telephone number. The authorized representative of the company will provide the bank with all required informations / documents / assistance in respect of effecting remittances by way of issuing pay orders by CBS branches of the Bank, in favour of beneficiaries, based on the remittance data, available on the website of the company i.e. “www.xoom.com”
II) M / s. BuyIndiaonline.com Inc (the company) will open a separate Rupee vostro account for settlement of transactions, and shall keep this account funded at all time with at least [**] total payouts on actual or projected basis which ever is higher. In no case the account will be short / out of funds at any moment.
III) The company shall be responsible for maintaining its website www.xoom.com , and its security, and all transactions generated by the Bank’s branches, on the basis of remittance particulars available on this website, will be the responsibility of the company, and it will reimburse to the Bank, irrespective of any discrepancy / error / wrong particulars available on the website.
IV) Under this service, recipient will visit any nearest CBS branch of the Bank, and provide his Identification proof along with remittance tracking number, (advised by the Company to remitter at the time of remittance application for further conveying to beneficiary in India), the branch official will open the website www.xoom.com with user Id / password (to be provided by the Company to all designated branches), and verify the remittance details, with the help of tracking number provided by the beneficiary.
V) The branch, after verification of remittance details, will authorize the transaction for disbursement in the web application software, and issue Pay Order in favour of the beneficiary to the debit of Suspense Account, and handover the Pay Order to the beneficiary for payment / deposit in his account with the Bank’s branch / other bank.
VI) Based on the details of payouts available on the web system on the previous day, the Company shall provide relevant details, along with names of the paying branches to IBB, New Delhi (Nodal Branch) on daily basis, for reimbursing the same to the paying branches by crediting their Sundry Account through CBS Intersol transaction, to the debit of current account of the Company, maintained with them, so that the paying branches may reverse their Suspense entries. Likewise, the company shall provide details of commission payable to the respective branches on monthly basis, enabling IBB, New Delhi, (Nodal Branch) to reimburse the same to the concerned branches through CBS Intersol transactions.
VII) In case of loss of pay order, PNB will arrange to issue the duplicate pay order after complying with the safeguards and procedures as per the rules and regulations of the Bank.
| [**] – | Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. |
1) The Buyindiaonline.com. Inc. would be transferring the remittance in foreign currency through its Bank via SWIFT transfer and Punjab National Bank shall convert this foreign currency amount into Indian rupees and credit the amount to the accounts of the company with them.
2) The company will continue to set up its local office and set up a Call Centre in India with its representative.
3) Each party shall comply with applicable law in the performance of its respective obligations hereunder, including but not limited to the following: (i) in the case of the company, complying with all applicable laws regarding maximum payout amounts, maximum number of payouts to a particular recipient, privacy and protection of data, record keeping, suspicious transactions, reporting and currency controls; and (ii) in case of Punjab National Bank, ensuring that it verifies the identity of the beneficiaries of each Pay Order by reviewing government-issued photo identification prior to payout.
4) The company will open separate Rupee vostro accounts for each facility at International Banking Branch, New Delhi or any branch of the Bank, to be designated as Nodal Branch from time to time.
5) The company will also open a designated US Dollar account abroad with an Overseas Bank. The funds remitted into this account will be transferred on daily basis to the specified US Dollar Nostro account of the Bank. The company will not be authorized to operate upon the account except for the purpose of transferring funds to the Nostro Account of the Bank. The company will fund INR Account maintained with PNB, IBB New Delhi by remitting equivalent foreign currency amount into the specified Nostro Account of PNB.
6) This agreement may be terminated by any of the parties of this agreement by giving six months’ notice. Fresh remittances will not be taken into the account of the company from one month after notice.
7) The jurisdiction in respect of any dispute for difference of opinion with respect to this agreement will be New Delhi India.
8) The company will pay service charges of [**] under both the facilities, besides payment of out of pocket expenses on actual basis.
9) This agreement will be subject to obtaining of all necessary approvals from Reserve Bank of India or any other regulatory agencies’ as applicable. The company will also obtain the necessary approval from RBI and other agencies wherever required.
10) Each party represents and warrants that it is authorized to enter into this agreement and perform its obligation hereunder.
| [**] – | Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. |
This Supplementary Agreement is executed between Buyindiaonline.com Inc., a Corporation incorporated in the state of Delaware US and having its registered office at 425 Brannan Street, 2 nd Floor, San Francisco, CA 94107, USA, hereinafter called the “Company”, which expression shall unless repugnant to the context, include its successors and assigns, of the one part and Punjab National Bank, a body corporate constituted under the banking Companies (Acquisition & Transfer of Undertakings) Act 1970, having its Head Office at 7, Bhikhaiji Cama Place, New Delhi, India, and among others its International Banking Branch, New Delhi on the second part, hereinafter called as “Bank” which term shall include its successors and assigns on the other part.
Whereas the Company and the Bank have earlier entered into agreement for effecting foreign remittances through Drafts / Pay Orders / Transfer Payment Orders / Account Credits vide Agreement dated 7.8. 2006.
Whereas the Company has been complying strictly to the US laws pertaining to Know your Customer (KYC) and Anti Money Laundering (AML) in respect of all remittances routed through them from abroad and an updated version of their Compliance Manual (Xoom.com—updated November 2004) had already been provided to the Bank confirming compliance of KYC /AML norms. The Company also undertakes to comply with the specific policies and procedures and other related matters as applicable from time to time, as contained in the said Compliance Manual which shall be deemed to be incorporated in this Agreement. In case of non-compliance of the policy / procedure, the Bank shall have right to terminate this Agreement.
Further, it has now been agreed to incorporate in this Agreement, the terms of compliance of revised guidelines of Reserve Bank of India, pertaining to Know Your Customer (KYC) and prevention of money laundering (AML), as under:
| i) | In view of the increased global and national concern against terrorist activities and money laundering (the process by which criminals attempt to hide and disguise the true origin and ownership of the proceeds of criminal activities thereby avoiding prosecution, conviction and confiscation of criminal funds), the Government of India has enacted a law viz. “Prevention of Money Laundering Act 2002” to prevent criminal elements from using the Bank for money laundering activities by enabling the Bank to know / understand the customers (Know Your Customer) and their financial dealings better, which in turn would help the Bank to manage risks prudently and to put in place appropriate controls for detection and reporting of suspicious activities in accordance with the laid down procedures so as to comply with applicable laws and regulatory guidelines. The Reserve Bank of India has issued guidelines / instructions from time to time relating to Know Your Customer (KYC), obtaining originator information, prevention of money laundering (AML), detecting and reporting suspicious transactions to Financial Intelligence Unit—India (FIU-IND). |
Both the parties shall maintain records relating to all remittances made under this Agreement along with details of beneficiaries and originators. The Company shall provide meaningful information of originator i.e. name and address and where an
| account exists, the number of that account. In the absence of an account, a unique reference number, as prevalent in the country concerned. In case the Company fails to provide required information, the Bank has right to restrict or even terminate the business relationship with the Company. |
| iii) | Both the parties shall keep a watchful eye to ensure that there is no violation of the instructions of Reserve Bank of India and any other law enacted by the Government of India in this regard, in respect of transactions covered under this agreement. In case of any suspicion, M/S Buyindiaonline.com Inc. USA shall send full details immediately to the Bank. |
| iv) | Both the parties undertake due diligence in respect of know your customer (KYC) principle. |
| v) | In case of any action (i.e. seizure, attachment or forfeiture etc) is taken by Indian Authorities under the provision of any law in respect of any funds |
| vi) | involved in the transactions under this Agreement, rendering it impossible to fulfill any of its obligations under this agreement the Bank shall not be liable to account for any such funds in respect of which such action is taken. |
Whereas the parties have also agreed to incorporate in this Agreement as under:
At the request of M/S Buyindiaonline.com Inc. USA, the Bank, through its website www.pnbindia.com has provided a link to the website of the Company i.e. cash2india.com and www.xoom.com for the remitters abroad to send their remittances to India; with the condition that acceptance of remittance requests from the remitters, processing thereof and sending remittances to the Bank is the sole liability / responsibility of the Company and the Bank will not be liable / responsible in any case for any cause of complaints / delay / claim of damage and loss etc.
All other terms and conditions of the existing Agreements shall continue to be binding on the parties.
This Agreement is supplemental to the said agreements.
In witness whereof the parties hereto have set their hands on the day, month and year mentioned herein.
Place San Francisco, CA
Date September 14, 2007
This supplementary agreement is executed on this 27 th day of March, 2009 between BuyIndiaonline.com Inc., a corporation incorporated in the state of Delaware US and having its registered office at 100 Bush Street, Suite 300, San Francisco, CA 94104-3906, USA through its President Mr. John Kunze s/o Mr. Robert Kunze, on one part hereinafter called as “company” which term shall unless repugnant to the context includes its successors and assigns on the one part and Punjab National Bank, a body corporate constituted under Banking Companies (Acquisition & Transfer of Undertaking) Act 1970, and having its head office at 7 Bhikhaji Cama Place, New Delhi and among others its International Banking Branch, New Delhi, on the second part hereinafter called as “Bank.” Which term shall include its successors and assigns on the other part.
Whereas the company has an existing arrangement with the Bank for effecting foreign inward remittances through Drafts / Pay Orders / TPOs / Cheques and Accounts credits, as per agreement dated 7.8.2006 and 14.9.2007.
Whereas the Company has approached the Bank for extending cash payment facility also up to Rs 50,000 per remittance as permitted under Money Transfer Service Scheme (MTSS), through all CBS branches in addition to other modes of remittances including NEFT transactions, and the Bank has agreed to extend the said facility on the revised service charges.
Now this agreement witnesses as under:
| 1. | The Company and Bank agree that cash payment facility also will be extended to the beneficiaries for remittances up to Rs 50,000 per remittance as per laid down procedure of issuing Pay Order by CBS branches in Annexure - II of Agreement dated 7.8.2006 in addition to other modes of remittances. |
| 2. | The Bank shall exercise due caution in identifying the beneficiary based on the identity proof & remittance tracking number submitted by the beneficiary before making payments as per procedure detailed in Annexure -II of Agreement dated 7.8.2006. However, the Bank will be indemnified by the Company against any wrong payments that may occur due to the wrong/incorrect information in the website of the Company or such payments that turned out to be wrong on account of fraudulent furnishing of photo id proof & tracking number by the beneficiary provided the submitted documents prima facie doesn’t look fraudulent & that such fraudulence can not be tracked by a man with common prudence. |
| 3. | The clause 8 of Annexure—III of Agreement dated 7.8.2006 is modified and replaced as under: |
| (8) | The Company will pay service charges as mentioned hereunder: |
| i) | Cash Payment / DD / PO Facility – [**]. |