Terms And Conditions for availing Pine Labs Online (Payment Aggregation and Payment Gateway Services) (“Services”)

To avail the Services and become an authorized user, Merchant must enter into a merchant agreement with Pine Labs Limited.

These Terms and Conditions along with the merchant agreement (collectively “Agreement”)shall be binding on Pine Labs and Merchant from the date of signing up on Pine Labs Platform by the Merchant. For the purpose of receiving settlements in the Settlement Account, Merchant must provide all the documents to Pine Labs (in accordance with details shared by Pine Labs). Pine Labs shall have no obligations towards the Merchant in terms of any settlement unless the Merchant has completed the documentation requirements. Please note that Pine Labs reserves the right to update/ amend these Terms of Use or any other policy included by reference at any time without notice to the User, therefore, You may periodically review this page/link to make sure You have the latest version of the Terms (the “Revised Version”). The Revised Version will be effective as of the time it is posted but will not apply retroactively. Your continued use of the Services after the posting of a Revised Version constitutes your acceptance of such Revised Version. Any Dispute that arose before the changes will be governed by the Terms in place when the Dispute arose.

1. DEFINITIONS

“Acquiring Banks” means banks engaged in the business of providing banking and other financial services including facilitating payments effected towards transactions by the use of credit cards, debits cards, bank accounts and other emerging electronic payment services.
“Authorization” means the process by which the Card Payment Networks electronically or otherwise convey the approval of a charge (for a particular Transaction attempted at a particular Merchant Site) on a Valid Credit/Debit Card acceptable to Acquiring Banks.
“Business Day” means any day of the week (excluding Saturdays, Sundays or any other day which is a public holiday for the purpose of Section 25 of the Negotiable Instruments Act, 1881 (26 of 1881) on which banks are open for general banking business in New Delhi/ Mumbai.
“Card Associations/ Card Payment Networks” means and include Master Card, Visa, Diners, and Amex etc. and such other associations which authorize and enable card transactions.
“Chargeback” means a dispute initiated by a Customer against a Merchant’s Transaction (involving payments made through cards, UPI, wallets, gift cards etc.) in case of dissatisfaction with the quality of Products or Merchant’s Services or on account of any frauds etc. on the Customer’s Valid Credit Card/Debit Card or any other event as more particularly stipulated under clause 7 herewith.
“Customer” means any person holding a Valid Credit Card/Debit Card/Net Banking Account and who purchases Merchant’s Services or Products on the Merchant’s Site using a Valid Credit Card/Debit Card/Net Banking Account/ UPI/ wallets etc.
“Customer Order/Order” means an order for purchase of goods or availing of Merchant’s Services at the Merchant’s Site. Each Customer Order shall have a designated Customer Order number (available to the Customer) containing the details of the Order including the status of the Order.
“Customer Charge” means the sale price of the Product/ Service purchased by the Customer plus shipping charge (if any) and all other taxes, duties, costs, charges and expenses in respect of the Product / Service charged to the Customer.
“Delivery” means, in respect of a Product, delivery of the Product to the Customer, or in respect of a Service, delivery/performance of the Service, proof of which shall be submitted by the Merchant to the Payment Aggregator, the Facility Providers and the Acquiring Banks.
“Escrow Bank” means the Bank with which the Payment Aggregator holds an Escrow account for the purpose of receiving the amounts collected on behalf of the Merchant and disbursing the same to the Merchant.
“Issuing Bank” means the bank which has issued the Valid Credit Card/Debit Card to the Customer with which the Customer makes payment for the Products / Merchant’s Services.
“KYC Documents” means the complete list of documents of the Merchant as prescribed by the Payment Aggregator, that are required to be annexed to the Agreement by the Merchant.
“Product” means a product that is sold/distributed by the Merchant, and that is purchased by the Customer.
“Scheme Guidelines” means the rules, regulations, and requirements set forth by Visa/MasterCard’s/Diners/American Express/RuPay. These guidelines outline the policies that Merchants, financial institutions, and other stakeholders must follow to participate in the payment system and ensure the secure and efficient processing of Transactions.
“Settlement Amount” means amount payable to a Merchant in respect of a Transaction for availing the Merchant’s Products and Services. It represents the net amount after deducting various fees and charges associated with the Transaction, such as processing fees, interchange fees and other applicable costs.
“Transaction Discount Rate/ TDR” means, the rate charged to the Merchant by the Payment Aggregator on the transaction amount processed through the Payment Aggregator and/or the Facility Providers and it includes the Merchant Discount Rate as notified by the Reserve Bank of India (RBI), the Facility Providers, the Acquiring Banks and card companies from time to time. The Payment Aggregator may revise the TDR as and when it is so informed by the Acquiring Banks and Facility Providers, and the Payment Aggregator will advise the Merchant of any such change 7 (Seven) days in advance of its effectiveness.
“Merchant Service” means any service that the Merchant offers to provide.
“Transaction” means every Order that results in the Delivery by the Merchant to the Customer of the Product(s) / Merchant’s Services in respect of which the Order was placed.
“Valid Credit/Debit Card” means a Visa or a Master Card, Diners American Express, RuPay Credit/Debit Card or any other card acceptance facility provided by the Payment Aggregator, the Facility Providers or the Acquiring Banks and which is not listed in Visa/MasterCard’s/Diners/American Express/RuPay and other current warning bulletins.
“Merchant Settlement Account” means the account in which settlements shall be done by the Payment Aggregator to the Merchant details of which are captured under Schedule I of the Agreement.

2. PAYMENT FROM THE MERCHANT

In the event the Payment Aggregator is gross settling the payments i.e. without deduction of Charges as stipulated under Schedule I of the Agreement, the Merchant will make payments to the Payment Aggregator on monthly basis within seven (7) days of raising the invoice by the Payment Aggregator for the said amounts.
Taxes: The Merchant shall bear all present and future taxes and other charges levied from time to time by any governmental authority pertaining to or in respect of the Fees/other amounts paid/payable by the Merchant under the Agreement.
Rejection of Payment: Merchant agrees and acknowledges that the Acquiring Banks are entitled to reject payment in respect of Orders where:(i) The Authorization process cannot be completed/ fails in relation to a Transaction;(ii) the Customer refuses to pay for the Customer Order because the Product / Service was not as promised/ was defective/ not delivered;(iii) The Issuing Bank advises that the credit card/ debit card number does not match any number on file;(iv) Payment in respect of the Order or the relevant instalment of the purchase price has already been made.
Consequences upon Rejection of Payment: Where the Acquiring Bank rejects payments in respect of a Customer Order or demands a refund, Payment Aggregator may:(i) Deduct the relevant amount from the payments to be made in respect of subsequent Transaction amounts to the Merchant until the Acquiring Bank has been refunded in full; or(ii) Demand payment of the relevant amount from Merchant.

3. REPRESENTATIONS AND WARRANTIES

Each of the Parties represent and warrant to the other as under:

1 It has the requisite power and authority to execute and perform the Agreement and the terms and conditions contained herein;
It is validly existing under the laws of India;
It has procured all necessary licenses for the conduct of its business;
The Agreement has been validly executed and delivered and constitutes a legal, valid and binding obligation on such Party;
The execution, delivery and performance of its obligations under the Agreement does not and will not:(i) Contravene any applicable laws;(ii) Conflict with or result in any breach or default under any agreement, regulation, license or authorization binding upon it or any of its assets;
Shall adhere to applicable laws in performance of the Agreement and to the rules, guidelines and directions issued by the Acquiring Banks or any other governmental authority with reference to the Services.
There are no other commitments or agreements entered into by it which may be in breach of the terms of the Agreement or the obligations of such Party hereunder.

4. OTHER COVENANTS OF MERCHANT

In the event there are any payment irregularities or excessive Chargebacks received during the Term of the Agreement, the Payment Aggregator may request the Merchant to provide a certain amount, in the form of a security cover, as mutually agreed, at the time of occurrence of such an event.
There are no legal, judicial, administrative, or other proceedings, claims, actions, governmental investigations, orders, etc. pending or anticipated against the Merchant which may prejudicially affect the due performance by it of or enforceability of this Agreement.
The Merchant acknowledges that Payment Aggregator and/ or the Acquiring Bank shall not(i) be party and or be bound by any of the terms and conditions of any agreement entered into between the Merchant and its Customers and(ii) be responsible for the quality/ merchantability/ non-Delivery of the Products and/ or Merchant’s Services sold to the Customer. All risks associated with Delivery of the Products, accuracy of information published on its Site and resolution of disputes raised by its Customers shall be with the Merchant.
The Merchant shall ensure that all the information provided by it to Payment Aggregator is true and correct, and it shall not describe itself as an agent or representative of the Payment Aggregator. The Merchant shall provide appropriate notice/disclaimer to the Customer on its Site that they are placing the Order solely with the Merchant.
The Merchant acknowledges that the Payment Aggregator is not guaranteeing any transactions with the Customers in any manner whatsoever. The Merchant assures that the Customers will place the Orders themselves and agrees not to place Orders on behalf of the Customers.
It shall be the Merchant’s responsibility to pay to the Payment Aggregator, the amount of the penalty / fine imposed by the Card Associations, Acquiring Banks, Facility Providers on the Payment Aggregator for reasons attributable to the Merchant including violation of applicable law, rules and standards of Card Associations and Acquiring Banks.
The Merchant shall provide the Payment Aggregator such information and/or assistance as is required by them for the performance of the Services or under applicable law and shall also provide a commercially reasonable level of support in accordance with applicable law to its Customers.
The Merchant shall solely be responsible for any loss of Customer information or other data on the Merchant’s Site and bear any loss caused due to this.
The Merchant shall take all such precautions and measures as may be directed by the Payment Aggregator to ensure that there is no breach of security and integrity of the link between the Merchant’s Site and the internet payment gateway (‘Hotlink”). In the event of any loss being caused as a result of the Hotlink getting corrupted or rendered unfit for use, the loss shall be to the account of the Merchant.
The Merchant shall, prior to accepting any instructions from the Customer, ensure that appropriate consent (such as two-factor authentication, OTP verification etc.) has been received from the Customer in accordance with the requirements of applicable law and regulations.
In the event of any inconsistency between any provision of the Agreement and the standards set out by Card Associations, the standards set out by the Card Associations shall prevail only to the extent of standards set out for use of cards.
The Merchant acknowledges that the Card Associations and Acquiring Banks, have the right to enforce any provision of the standards and to prohibit Merchant’s conduct that may injure or may create a risk of injury to the Card Associations or Acquiring Banks including injury to their reputation/ integrity, core payment systems, or information. The Merchant acknowledges and agrees that the Payment Aggregator may block any Customer account, group of cards or Transactions from any specific blocked or blacklisted Customer cards, accounts, specific group of IP addresses, devices, geographic locations and/or any such risk mitigation measures it is required to undertake.
The Merchant shall not, without the prior written consent of the Payment Aggregator, disclose the identity of any cardholder or any information whatsoever relating to any Transactions to any other person or otherwise use any information acquired by it in relation to the cardholders other than for the purposes of the Agreement. Provided, however, that any information required to be disclosed by any order of a court or regulatory authority of competent jurisdiction may be disclosed to such court or regulatory authority to the extent specified in the order. Merchant shall abide by all applicable data privacy laws in relation to such information.

5. RIGHTS OF THE PAYMENT AGGREGATOR

If the Payment Aggregator suspects, on reasonable ground, that the Merchant has committed fraud or dishonesty against the Payment Aggregator or any Customer, the Payment Aggregator shall be entitled to suspend all Services (including settlement of payments to the extent of the fraud committed) under the Agreement to the Merchant pending enquiries by the Payment Aggregator.

6. CHARGEBACK OR REFUND

The Merchant agrees that the Payment Aggregator shall have the right to Chargeback any Transaction or initiate refund of the full Customer Charge from the Settlement Amounts, whether present or future, as per Scheme Guidelines for:
I. Transactions which are fraudulent, collusive, illegal, misrepresented or otherwise irregular in any manner whatsoever;
II. Transactions in respect of which a Customer’s complaint with respect to the delivery/provision of Product(s)/Services has not been resolved i.e. no proof of delivery of Product/Services has been provided and merchant fails to provide a satisfactory resolution within a reasonable time as may be notified by the payment aggregator or regulatory body/authority or issuing institution or judicial/quasi-judicial body, as the case may be.

III. Any payment (except EMI transactions where the Customer is deemed eligible for EMI by the Issuing Bank and the transaction is processed) which the Customer refuses to honour or demands a refund of, because the Product/Merchant’s Services purchased was not as promised or was undelivered after the time for delivery stipulated on the Merchant’s Site, for any reason whatsoever.

IV. Any charge/debit made on a card other than a Valid Card.

V. Where the transaction is for any reason unlawful or unenforceable or irregular or out of normal pattern.

VI. Any transaction made through a card outside the territory authorized for the use of the card.

VII. Where any transaction is posted more than once to cardholder’s account.

VIII. Any charge or debit on a Valid Card for a Product/ Service in an amount in excess of the price of that Product/ Service stated on the Merchant’s Site.

IX. Any charge or debit on a valid Card arising out of any hacking, breach of security or encryption (if any) that may be attributable by the Acquiring Bank to the Merchant due to the manner in which the Merchant handled Card account information or Cardholder Transaction details.

X. Any information presented electronically to the Bank’s in respect of the Transaction is not received in accordance with the Acquiring Bank’s requirements from time to time.

XI. Where the Product/ Services covered by the Transaction are rejected/ returned or the Transaction or part thereof, is validly cancelled or terminated by the cardholder or if the Merchant fails to provide at all or to the cardholder’s satisfaction, Products/ Services.

XII. Where the Cardholder disputes the nature, quality or quantity of the Products/ Services covered by the Transaction.

XIII. Where the Cardholder disputes/ denies the Transaction or the sale or delivery of the Products/ Services covered by the Transaction.

XIV. Where the Transaction is doubtful/ erroneously paid to the Merchant.
To the extent applicable, the Merchant shall (a) maintain a fair return, cancellation or adjustment policy in accordance with the type of its business; (b) disclose its return or cancellation policy to Customers at the time of purchasing/availing Product(s)/Service(s). The Merchant shall also cooperate with the Payment Aggregator in resolving any issue or concern raised by the Customer in this regard and escalated to the Payment Aggregator for resolution.

7. INDEMNITY

The indemnities under the Agreement are in addition to and without prejudice to the indemnities given elsewhere in this Agreement and all the indemnities provided herein shall survive the termination of the Agreement.

8. LIMITATION OF LIABILITY

Without prejudice to any other provisions of the Agreement, the Payment Aggregator shall not be liable to the Merchant for any loss (including consequential losses), or damage whatsoever or however caused or arising, whether directly or indirectly, in connection with the Agreement, including without limitation any:(i) Loss of data contained in the Merchant’s Site and/or the servers maintained by the Merchant;(ii) Any interruption or stop page in the Customer’s access to and/or the use of the Payment Aggregator’s payment gateway not caused by the Payment Aggregator;(iii) Any breach of security in respect of or loss of data residing on the server of the Merchant or a third party designated by the Merchant (e.g., a host) or on the server of a Customer or a third party designated by a Customer (e.g., a host);(iv) Any failure or delay in performing the Services by the Payment Aggregator, if such failure or delay is caused by the Merchant’s acts or omissions; results from actions taken by the Payment Aggregator in good faith to avoid violating applicable laws or to prevent fraud on a Customer.
In the performance of the Services, the Payment Aggregator shall be entitled to assume that: (a) messages that originate from the server of the Merchant or the server of a third party designated by Merchant (e.g., a host) have been duly authorised by the Merchant; (b) Messages that originate from the Customer are deemed to be authorised by the Customer. The Payment Aggregator shall not be liable for any losses or damages caused to any person whatsoever as a result of any such message being unauthorized, inaccurate or fraudulent

9. TRANSACTION LIMITS

Merchant agrees and acknowledges that the Acquiring Banks reserve the right to impose limits on the number of purchases which may be charged on an individual credit card/debit card account during any time period and reserve the right to refuse to make payments in respect of Orders exceeding such limit. The Acquiring Banks also reserve the right to refuse to make payments in respect of Orders from Customers with a prior history of questionable charges.

10. TERMINATION

The Payment Aggregator may terminate the Agreement forthwith without notice if the Acquiring Banks terminate the relationship with the Payment Aggregator;
Either Party may terminate the Agreement upon breach by the other Party of the terms, conditions, covenants, representations and warranties contained herein after providing a notice of 30 (thirty) days to the other Party to cure such breach.
Either Party may terminate the Agreement and/or any of the Services as detailed in the relevant Schedules if the other Party is:(i) wound up;(ii) files a petition for winding up or a petition for winding up is filed against it and the same is not dismissed within 30 (thirty) days of its being filed;(iii) ceases to carry on business; or(iv) makes an arrangement for the benefit of its creditors or if, a court receiver, liquidator or any other similar officer is appointed as receiver of all/any of the properties of either Party.
Upon the expiry or sooner termination of the Agreement for any reason whatsoever, either Party shall- (a) Immediately refrain from any action that would or may indicate any relationship between the Parties; (b) Immediately cease to use in any manner whatsoever, the name of the other Party; (c) Forthwith hand over to the other Party, possession of all documents, material, instructions, manuals, guidelines or other writings (including any copies thereof) and any other property belonging to the other Party and (d) Merchant shall upon termination or expiry of the the Agreement or any relevant Schedule release all the pending payments to the Payment Aggregator accrued till the date of such termination or expiry.

11. SECURITY OF CUSTOMER DATA

The Merchant shall ensure that there are proper encryption and security measures at its Site to prevent any hacking into the information of the Merchant. The Payment Aggregator shall have the right to review and audit the Merchant’s security process and controls from time to time and the Merchant shall promptly (or within RBI stipulated time frame) notify the Payment Aggregator in the event of any security breach incidents / customer data breaches to Payment Aggregator on the registered email id of the Payment Aggregator, i.e. information.security@pinelabs.com within 6 (six) hours of occurrence of such security breach incident/customer data breach. Monthly cyber security incident reports with root cause analysis and preventive actions undertaken shall be submitted to Payment Aggregator by the Merchant. Unless required under applicable law, the Merchant data shall be stored by the Payment Aggregator for a maximum period of 10 (ten) years from the date of transaction. Post completion of 10 (ten) years, the data will automatically get deleted from the Payment Aggregator’s database and the Payment Aggregator shall not be liable to produce the data that is older than 10 (ten) years. The Merchant shall ensure compliance with all applicable laws and guidelines on reporting of security incident breach and customer data breach (including but not limited to applicable CERT-In guidelines).

12. PRIVACY

Parties acknowledge and agree that while fulfilling their respective obligations under the Agreement, each of the Parties captures certain transactions and user information (collectively, the “Data”). The obligations and rights shall be as per privacy policy of the Payment Aggregator on https://www.pinelabs.com/privacy-policy and as updated from time to time.

13. CONFIDENTIALITY

For purposes of the Agreement, the term “Confidential Information” shall not include(i) information already known or independently developed by the recipient without the use of any confidential and proprietary information, or(ii) information known to the public through no wrongful act of the recipient,(iii) has been disclosed by Receiving Party pursuant to the requirements of applicable law without restrictions on public disclosure; provided, however, in such case Receiving Party shall prior to such disclosure notify the Disclosing Party about such disclosure requirement such that the Disclosing Party may resist disclosure and/or obtain a suitable protective order.
The Receiving Party’s obligations in this Clause 13 shall survive the expiry or earlier termination of the Agreement.
The Merchant shall not reverse engineer, decompile or disassemble any software comprised in the Net Banking Facilities or make any attempt to do so.
To the extent necessary for fulfilling the terms and conditions of the Agreement and as permitted by applicable law, the Merchant hereby authorizes the transfer by the Payment Aggregator of any information relating to the Merchant, to and between the branches, subsidiaries, representative offices, affiliates, representatives, auditors, contractors and agents of the Payment Aggregator or the Facility Providers wherever situated, for confidential use.
For the purposes of the Agreement, ‘Confidential Information’ includes all information designated as “confidential” or “proprietary” or which a party should reasonably know to treat as confidential relating to the trade secrets, operations, processes, plans, intentions, product information, know-how, designs, market opportunities, transactions, affairs and/or business of any Party actually disclosed or provided to the other Party.

15. INTELLECTUAL PROPERTY

For the purposes of the Agreement the “Intellectual Property Rights” shall include but not be limited to Parties’ rights in trademarks, copyrights (including any future copyright), design, patent and circuit layout rights and all other intellectual property rights, whether registered or unregistered) as may be applicable.
The Merchant represents that they own all rights in their name, logo and/or trademark and hereby authorize the Payment Aggregator to use the same in any promotional, marketing and/or publicity activities / material in any published, broadcast or electronic form, and in any medium of advertising, publicity or trade.
Merchant shall not publish any media statement in relation to the Agreement or any Services or use the trademark, name or logo of the Payment Aggregator without prior written consent of the Payment Aggregator.
This Clause shall survive the termination or expiry of the Agreement.

16. MISCELLANEOUS

These Terms and Conditions along with the merchant agreement constitute the entire Agreement between the Parties pertaining to the subject matter hereof and supersede in their entirety all written or oral agreements between the Parties. The MSA may be varied solely by the Payment Aggregator when alterations are required as per applicable law and/ or rules of Acquiring Banks and Facility Providers.
Relationship between Parties: This Agreement is entered into by the Parties on a ‘principal to principal’ basis.
Severability: If any provision of the Agreement is determined to be unenforceable for any reason, then the remaining provisions shall remain unaffected and in full force and effect and the Parties agree to be bound by all other provisions of the Agreement.
Waiver: If either Party fails to perform its obligations under any provision of this Agreement or the other Party does not enforce such provision, failure to enforce on that occasion shall not prevent enforcement on later occasions.
Notices: All notices and other communications in respect of this Agreement shall be given in writing in English by registered airmail, postage prepaid, or by telex or facsimile to the Party entitled thereto at its address in Parties description clause above.
Counterparts: This Agreement may be executed in any number of originals or counterparts, each in the like form and all of which when taken together shall constitute one and the same document, and any Party may execute this Agreement by signing any one or more of such originals or counterparts. This Agreement may be executed by delivery of the signature page hereof by facsimile transmission or electronic mail in “portable document format” (“pdf”), which shall be as effective as signing and delivering the counterpart in person.
Stamping and Registration: Both Parties shall be equally liable to pay the cost incurred on registration and stamping of this Agreement (if applicable).

17. SETTLEMENT PROCESS – AGGREGATOR MODE

Payment Aggregator shall settle the undisputed Transaction amounts to the Merchant on a [-] basis minus the amounts (as applicable) and as stipulated in this MSA.
Notwithstanding anything contained in this MSA, Payment Aggregator/ Acquiring Bank/ Issuing Bank reserve the absolute right to withhold whole or any part of the settlement amount/s due to the Merchant in the following scenarios:(i) If Payment Aggregator/ Acquiring Bank/ Issuing Bank suspect that the Merchant is engaging in any kind of suspicious activities during its risk evaluation process or is suspected to be involved in any fraudulent/illegal activity, in that case, the Settlement Amount(s) (lying with the Payment Aggregator), shall be withheld until Payment Aggregator/ Acquiring Bank/ Issuing Bank conclude their evaluation/assessment in favour of the Merchant as per their internal norms/rules/policies; and/or(ii) Where Payment Aggregator/ Acquiring Bank/ Issuing Bank need to withhold such Settlement Amount/s in order to comply with any order/direction of a law enforcement agency or a regulatory body/institution or under applicable laws in such a case, the Settlement Amount shall be withheld until the time such order/direction of such law enforcement agency or a regulatory body/institution or any other body (authorized as per applicable laws) is applicable.
In the event any settlement amount is withheld by Payment Aggregator as per the above clause 16.1, Payment Aggregator shall issue an advance notice of at least 10 (Ten) Business Days, wherever permissible, to the Merchant seeking any information with respect to such withholding, that it may deem relevant. The Merchant, in response to the notice, shall be required to provide the requisite information, including but not limited to a reasoning, proof(s) and/or explanation towards remedying the issue, within such timelines as agreed between the Parties in this regard.
Subject to provisions of this MSA, the Payment Aggregator agrees to pay the Merchant, the Customer Charge less:(i) the sum of all Customer Charges denied, refused, or charged back by the Customer or the Credit Card/Debit Card service provider;(ii) all inquiries, disputes, cancellations, refunds processed on account of Merchant’s Customer Charges during the period;(iii) any taxes, penalties, rolling reserves, charges or other items reimbursable under this MSA;(iv) any amounts due to Payment Aggregator with respect to any other transactions with the Merchant;(v) any charges, penalties imposed by Card Associations, Acquiring Banks or Facility Providers upon the Payment Aggregator w.r.t any transaction done through Merchant’s Site;(vi) any bank fees, transaction fees or service penalty incurred by Payment Aggregator due to chargebacks or excessive refunds; and(vii) Payment Aggregator’s Transaction Discount Rates for all Products / Merchant’s Services subject to proof of Delivery being submitted to Payment Aggregator and all inquiries, disputes, refunds processed on account of Merchant’s Customer Charges.
Where the Payment Aggregator, Facility Providers and Acquiring Banks are entitled to reject payments in respect of an Order or demand a refund, the Payment Aggregator shall be entitled to set off and deduct from any payment due to Merchant, and in doing so the Payment Aggregator may (i) debit Merchant’s account held with Payment Aggregator; and/or(ii) deduct outstanding amount from subsequent credits to the Merchant’s account, and/or(iii) if there are insufficient funds available therein, claim from Merchant the amount paid to Merchant by the Payment Aggregator in respect of the relative sales.

18. WITHHOLDING OF CHARGE ON TERMINATION

In the event that one Party serves a notice of termination of Schedule I of the Agreement on the other Party, the Payment Aggregator shall solely at its own discretion be entitled to withhold 30% of amounts payable to Merchant in respect of each Customer Charge arising on the date of such termination of Services for a period of 15 (Fifteen) days. In the event that the Payment Aggregator terminates Schedule I of the Agreement as a result of breach by the Merchant, the Payment Aggregator shall be entitled to withhold 100% of amounts payable to the Merchant in respect of each Customer Charge arising after the date of such breach up to a period of 120 (One Hundred Twenty) days from the date of such breach.

The below terms shall be applicable in the event the Merchant desires to use Equated Monthly Instalment (EMI) Services and/or UPI Facility provided by the Payment Aggregator.

Schedule 1: UPI services

For the purposes of these terms, UPI Facility shall have the meaning as ascribed to it under clause (k) of the Defined Terms captured here in.

I. Defined Terms

Bharat QR: shall mean a two-dimensional quick response code containing details of the Payment Aggregator/ Merchants, which shall be displayed by the Payment Aggregator/ Merchant on the Website and/ or at the Establishment to enable the Customers to initiate a Bharat QR Transaction
Bharat QR Facility: shall mean the facility provided by the Bank to the Payment Aggregator to enable the Customers to make payments to the Payment Aggregator/ Merchant by effecting a transaction through a Card or UPI Facility by utilising the Bharat QR.
Bharat QR Transaction: shall mean the payments made by a Customer through the Bharat QR Facility.
Customer: Customer in relation to P2M Transactions, mean a customer utilising the Website of Merchant to effect a P2M Transaction; (b) in relation to P2P Transaction, mean a customer utilising the Website of Merchant to effect a P2P Transaction; (c) in relation to P2PM Transaction, mean a customer utilising the Website of Merchant to effect a P2PM Transaction; (d) in relation to Bharat QR Transaction, mean a customer utilising the Bharat QR of Merchant to effect a Bharat QR Transaction;
Establishment: shall mean the premises of the Merchant that are owned, leased or possessed by the Merchant and used by it to sell the Products to the Customers.
P2M Transaction: shall mean the Merchant payments transaction within the meaning of the guidelines issued by the NPCI which are processed by using the UPI Facility.
P2P Transaction: shall mean peer to peer transaction within the meaning of the guidelines issued by the NPCI which are processed by using the UPI Facility.
P2PM Transaction: shall mean the small Merchant payment transaction within the meaning of the guidelines issued by the NPCI which are processed by using the UPI Facility.
NPCI: shall mean the National Payments Corporation of India.
Transaction Receipt: shall mean the receipt to be displayed by Merchant on the Website and/or the Establishment on the successful completion of a UPI Transaction and/or Bharat QR Transaction which receipt shall contain such details that the Payment Aggregator/ Partner Banks may require, from time to time.
UPI Facility: shall mean, (a) in relation to P2M Transactions, the facility provided by the Payment Aggregator to Merchant on the Website and/ or Establishment to enable the Customers to make payments to Merchant by an online debit to their respective bank accounts by utilising the unified payments interface option; (b) in relation to P2P Transactions, the facility provided by the Bank to Payment Aggregator on the Website to enable the Customers to make payments to another Customer; (c) in relation to P2PM Transactions, the facility provided by Payment Aggregator to Merchant on the Website and/ or Establishment to enable the Customers to make payments to the Merchant by an online debit to their respective bank accounts by utilising the unified payments interface option.
UPI Transaction: shall mean the payments made by a Customer through the UPI Facility.

II. The Merchant represents, acknowledges, and warrants the following:

The Merchant agrees and undertakes to display on its Website(s) and the Establishment such policies, notices, disclaimers, warranties and indemnities as the Acquiring Banks may require, in its discretion, from time to time. In the event that the Merchant fails to comply with the terms hereof with respect to the relevant website, the Acquiring Bank shall be entitled to suspend/ terminate the provision of the UPI Facility and/or Bharat QR Facility, if applicable, at its sole discretion.
In case of any change in Applicable Laws and/ or the rules, guidelines, circulars and directions issued by NPCI and/ or the Card Associations which is related to the turnover of the Merchant, the Merchant shall comply with such changes and the Merchant shall promptly report its turnover to Payment Aggregator.
Merchant hereby agrees and acknowledges that the Acquiring Banks/ NPCI (either on its own or through its agents/ sub-contractors/ service providers) shall be entitled to undertake verification exercises in respect of (i) the Website on an on-going basis (including, without limitation, through web-crawling, web-scraping and other means) and/ or (ii) the Establishment of Merchant only pursuant to a 2 days’ prior notice and scope of audit given to Merchant and Merchant agrees to co-operate with the Partner Acquiring Banks in this regard.
Merchant shall ensure that the transaction receipts, proof of delivery of the Goods/ Products and other records of the UPI Transaction and/or Bharat QR Transaction, if applicable shall be maintained by Merchant for a period of at least 8 (Eight) years from the date of the relevant UPI Transaction and/or Bharat QR Transaction and shall ensure that it is submitted to Payment Aggregator as and when requested by Payment Aggregator. Merchant shall enable the Acquiring Banks to be entitled to inspect such data and records relating to the UPI Transaction and/or Bharat QR Transaction and take copies of or extracts from the same or any part thereof, during usual business hours and with reasonable written notice to Merchant. All audit shall be conducted at Acquiring Bank’s sole cost.
Merchant shall ensure that all the information provided by Merchant to Payment Aggregator is true and correct and hereby acknowledges and agrees that, on the Acquiring Banks requesting Payment Aggregator to provide KYC documents of Merchant and/ or requiring declaration(s) from Merchant to the effect that the relevant bank account of Merchant is KYC compliant, Merchant shall promptly provide such documents/ information/ declarations to Payment Aggregator to be provided to the Acquiring Banks.
Merchant agrees and acknowledges that the Acquiring Banks may, from time to time, as per its internal policy assign monetary thresholds/ limits on the amount of UPI Transaction and/or Bharat QR Transaction as per applicable laws and rules, which may be processed in any particular day or other frequency. Merchant acknowledges and agrees that Payment Aggregator shall not be liable to process any UPI transactions, if applicable, if the Acquiring Bank refuses to process any UPI Transaction and/or Bharat QR Transaction once any such limits are exceeded.
Merchant agrees and acknowledges that the Acquiring Banks and/ or NPCI and/ or the Governmental Authorities (either on its own or through its agents/ sub-contractors/ service providers) shall have a right to conduct audits of Merchant including KYC of Merchant, customer verification checks and processes and/ or an audit of the Website only pursuant to a prior written notice of minimum 2 of days subject to any prohibitions under regulatory requirements on the contrary (including on the infrastructure, systems and application, database and security practices including access/ user/ incident/ management at Merchant’s end for components related to UPI).

III. Payment Terms

In consideration of the services provided by the Payment Aggregator, the Merchant agrees to pay to the Payment Aggregator the charges/ fees as per the terms of the MSA.

IV. Term

These terms shall become effective from the date the Merchant communicates its intention to avail the UPI Facility to the Payment Aggregator, in writing and remain valid unless terminated in accordance with the terms of the MSA.

Schedule II: EMI services

For the purposes of these terms, “EMI Scheme” shall mean a facility that will be offered by Issuing Bank to their cardholders giving them an option to pay in EMI for the purchases carried out at selected Merchant Site.

The Merchant represents, acknowledges, and warrants that:

The debit/credit card EMI Scheme or loan facilities is a direct transaction between the Issuing Bank and the Customer, and that the Payment Aggregator shall not be responsible in any manner in the event the transaction is not converted into such EMI Scheme or in case of any loan default by the Customer.
Merchant agrees that the Payment Aggregator reserves the right to communicate directly anything in any form for any purpose with any Customer transacting on the Payment Aggregator network or infrastructure through the Merchant’s Site.
The Merchant shall furnish the relevant documentation as required under the extant applicable law, in case of any query by the Payment Aggregator or in case of any chargeback. Such documentation would include and will not be limited to Customer acknowledged invoice copy of the transaction, proof of delivery of Product/ Merchant’s Services etc.. Such documents must be preserved for a minimum period of one (1) year from the date of the relevant transaction between the Merchant and the Customers.
The Merchant shall co-operate in respect of any issues arising out of a breach or potential breach of security in relation to the holding of confidential data.
The Merchant agrees that the Payment Aggregator will not be responsible for refund of EMI transactions. All such refunds need to be taken care between Merchant and respective Issuing Banks.

I. Terms of EMI Scheme

Merchant shall promote its Products/ Services through EMI Scheme/loan facility on debit/credit cards issued by certain Issuing Bank (the Payment Aggregator might add other partner Issuing Banks as well from time to time) and such facilities shall be provided by the Issuing Bank to its Customers at the Merchant Site. The details of the EMI Scheme and such other loan facilities, as the case maybe, shall be communicated to the Customers prior to the transactions at the Merchant Site by the Merchant.
Upon request from the Customer to avail the EMI Scheme or loan facilities, the Merchant shall provide a confirmation to the Payment Aggregator in relation to the purchase of the Products/ Services by such Customer. Pursuant to the request from the Merchant, the Payment Aggregator will direct the concerned Issuing Bank to confirm the loan amount of such Products/ Services which the Customer intends to avail the EMI Scheme for.
Issuing Bank at its own discretion might approve the EMI Scheme, as the case maybe.
Upon approval from the concerned Issuing Bank, if applicable, the Payment Aggregator shall undertake a validation transaction of Rs 1- via acquiring network for the purpose of authentication of the Customer and collect the remaining loan amount from the Issuing Bank (“Loan Amount”) and forward the same to the Merchant’s account after deducting the additional services fees.
Minimum transaction amount on which EMI can be offered is set as provided by respective card Issuing Bank. The rates of Interest on EMI are subject to Issuing Bank discretion.

II. Payment Terms

The Merchant shall be liable to pay an additional fee per transaction (as provided under the MSA) charged for assisting the Customers to avail EMI Services from the Issuing Bank.
Merchant agrees that the Payment Aggregator reserves the right to adjust the amount payable with any other amount recoverable from the Merchant by the Payment Aggregator, if any.
Taxes applicable at the time of raising invoice will be payable extra by Merchant.
Merchant shall make the payment to the Payment Aggregator through ACH /ECS / Standing Instruction facility as offered by RBI as a mode for payment of charges under these terms. ACH form as provided by the Payment Aggregator should be used.

III. Term

These terms shall become effective from the date the Merchant communicates its intention to avail the EMI Services to the Payment Aggregator, in writing and remain valid unless terminated in accordance with the terms of the MSA.

This T&C was last updated on 21-02-2025.

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