1. Scope of Payment Aggregator Services

1. The payment aggregation services means facilitating merchants to connect with acquirers. In the process, they receive payments from customers, pool and transfer them on to the merchants after a time period. (hereinafter referred to as "Services").
2. You understand that you shall be required to submit to Company all the necessary documents and details as may be required by Company, including for completion of Your onboarding, in accordance with our internal policies as well as guidelines prescribed by the RBI and any other relevant regulatory authority. You undertake that any document or information you give to the Company will always be accurate, correct and up to date. You shall also provide the original of the documents so produced to Company for verification process of documents in relation to onboarding.
3. Your failure to share the required documents or details in accordance with Company policies shall entitle Company to put Your onboarding on hold. The Company may also refrain from providing Services in the event, You fail to provide such documents as required by Us.
4. The Company may choose to call for further or additional documents or require You to resubmit the document in accordance with the prescribed guidelines during the course of the rendition of Services.
5. If You commit any act or omission for wrongfully receiving the Services, Company would be entitled to terminate the Services with immediate effect and without any notice whatsoever. Company shall also be entitled to hold the settlement amount until such date that it deems fit and proper.
6. The Company can share any information received from You with the banks, partners, any third party (required for Services), regulator, government or law enforcement agencies.
7. You acknowledge and agree that Company may stop (permanently or temporarily) providing the Services (or any features within the offering) to you or to users generally, at Company's sole discretion. You acknowledge and agree that if Company disables access to your account or login route, you may be prevented from accessing the Service, your account details or any files or other content which is contained in your account.
8. The rendering of the Services will be subject to your making payments and your compliance with applicable laws, if any, at the regular intervals as stated in the contract for the Service.
9. The functionality and availability of the Services is dependent on policy and guidelines of platforms (Android, iOS), card schemes (Visa, MasterCard, RuPay, Maestro, Amex etc.), banks, payment service providers and/or related regulatory authorities as may be relevant from time to time. Any changes in regulation or policies might impact the Services.
10. Company shall not assume any responsibility to determine what, if any, taxes apply to the sale of Your goods and/or services and/or the payments You receive in connection with Your use of the Service ("Taxes"). It is solely Your responsibility to assess, collect, report, or remit the correct tax to the proper tax authority.
11. If the refund is directly managed by You, the credit might not be routed through the escrow account and in such case scenario you shall make the customer aware about the same.

2. Use of the Services by You

1. You agree not to access (or attempt to access) the Services by any means other than through the interface that is provided by Company, unless you have been specifically allowed to do so in a separate agreement with Company.
2. Unless you have been specifically permitted to do so in a separate agreement with Company, You agree that You will not reproduce, duplicate, copy, sell, trade or resell the Service for any purpose.
3. You agree that You are solely responsible for (and that Company has no responsibility to You or to any third party for) any breach of Your obligations under the Terms and for the consequences (including any loss or damage which Company may suffer) of any such breach.
4. You shall ensure that appropriate information about You, cancellation policy, refund policy, privacy policy, shipping and delivery policy, product/service page, contact us page, disclosures/disclaimers, terms of use pertaining to your website, the terms of services provided by You and terms of payment are displayed conspicuously on your website in accordance with applicable laws.
5. You shall not sell fake/counterfeit/prohibited products or services and shall not have a malafide intention of duping any customer.
6. Company has a board-approved policy for grievance redressal of both merchants and customers. Your grievances shall be addressed in accordance with the Company's grievance redressal policy. Any grievance raised by your customer with us shall be shared with You as per Company's policy. In the event, a customer grievance is raised through a legal enforcement agency then in that case Company shall take steps as instructed by the legal enforcement agencies to address the complaint. In the event, the Company had to reverse the transaction, it would adjust the said amount from the settlement amount receivable by You.
7. You shall be responsible to resolve all customer disputes and provide necessary assistance at your own cost to the acquiring banks, card networks, Company and other payment partners for dealing with customer disputes.
8. Company shall provide the transaction report and settlement reconciliation report to You for You to reconcile the transactions processed in relation to Services. You shall be responsible to do reconciliation on a daily basis for all the transactions processed. In case of discrepancies, You shall report to the Company regarding such discrepancy within three (3) working days. However, if any reconciliation issue is highlighted by You after three (3) working days from the transaction date, Company shall not be responsible or liable in any way whatsoever in case such queries and/or concerns are not resolved..
9. The transfer of the settlement amount to Your designated bank account shall be subject to reconciliation of the transaction amount by the acquiring banks, Company and the escrow banks and after actual receipt of amount from the acquiring banks in the escrow accounts.
10. Company provides Services to You for accepting money through multiple instruments. For those transactions, where Company will have a credit in its accounts, however the status of the transaction will be marked as failed in the Company's system, it shall support in resolving the disputes within the turnaround time prescribed by RBI for resolution of failed transactions vide circular - DPSS.CO.PD No.629/02.01.014/2019-20 dated September 20, 2019.

3. Data Security

1. Company shall provide You with the encryption key or an activation key for activation of the Services. You are responsible for the confidentiality of such credentials and shall not share the encryption key or an activation key with any other person or use the activation key to activate integration on a website or web application of any third party or website other than your approved website and/or application.
2. You shall ensure that Your website and application is secured in accordance with the applicable law and regulations as amended from time to time.
3. You shall take all appropriate administrative, technical, physical and organizational security measures to ensure that data is protected against loss, destruction and damage, and against unauthorized or accidental access, processing, erasure, transfer, use, modification, disclosure or other misuse, as may be stipulated under applicable law and/or industry standards or regulations issued by any government authority.
4. You shall not store/save any customer's card details/credentials and such related data. Further, You shall not store payment data irrespective of You being PCI-DSS compliant or otherwise. You shall, however, be allowed to store limited data for the purpose of transaction tracking; for which, the required limited information may be stored in compliance with the applicable laws and standards. You shall be liable to comply with data privacy and other data related regulations from time to time. You shall avail tokenization services for processing the card transactions.
5. You shall ensure that any data of the customer including logs of all the transactions received, obtained or held by You shall at all times be kept separate, independent and confidential and ensure that there is no commingling. You shall ensure that the privacy of the customer is protected in accordance with the applicable laws. Insofar as information provided by You or collected by Company in the course of providing the Services, requires taking consent from customers, You represent and warrant that You have obtained consent (in the manner prescribed under law) from each customer to whom such information relates to, in order for Company to comply with applicable law and which allows Company to collect, use, disclose, process, transfer and store such information, and will provide Company with such consent as and when requested by Company.
6. Without limiting the generality of the foregoing, You shall initiate all measures to secure and defend Your systems that contain the information of the customer, against the 'hackers' and other people who seek without authorization, to modify or access its system or the information of the customer. You shall periodically test your system for potential areas where it could be breached.
7. You shall ensure that only authorized personnel bound by adequate confidentiality obligation shall have access to the information of the customer on strictly 'need to know' and least privilege basis.
8. You shall ensure compliance with PCI DSS and PA DSS standards, as applicable. The Company shall be entitled to check payments card industry – data security standard ('PCI DSS') and payment application data security standard ('PA DSS') compliance of your infrastructure as and when required at its sole discretion.
9. Company may carry out a security audit to check your compliance as and when required and shall have the right to obtain periodic security assessment reports from You.
10. You shall be vigilant to report any breach of data protection obligations, any breach of information security, any breach in your security practice, control process or checks and all suspected security events within 6 (six) hours of such event or breach to Company and shall also immediately intimate all the concerned representatives and employees of Company which interact with You on regular basis.
11. You agree that the Reserve Bank of India (RBI) reserves the right to audit You and your vendor including but not limited to its systems with or without providing notice.
12. Without prejudice to the rest of the terms, you will be solely responsible for all activities that occur under your account. You shall not:
    • submit any transaction for processing that does not arise from your sale of goods or service to a buyer customer,
    • act as a payment aggregator or otherwise resell Company's Services,
    • Initiate transactions what you believe to be potentially fraudulent authorizations or fraudulent transaction,
    • use Service in a manner that card networks, acquiring banks, or any other applicable payment provider reasonably believes to be an abuse or a violation of their respective rules.
13. In the event that Company enters into a transaction that alters the structure of our business, such as reorganization, merger, sale, transfer, change of control, or other disposition of all or any portion of our business, we shall transfer, share, assign data including any confidential information that we access, process, collect, store, use or otherwise deal with, to the relevant entity. Such entity(ies) shall ensure that there is no adverse material change in the manner of managing, accessing, storing or handling the data and shall implement adequate measures to protect the confidentiality and security of the information, in accordance with applicable law.

4. Intellectual Property rights

1. Each Party owns all right, title and interest (including but not limited to all trademarks, trade secrets, copyrights, patents, know-how and any other intellectual property or proprietary rights) (collectively, "Proprietary Rights") in their respective technology, software, systems, product/service offerings, solutions, ideas, concepts, inventions, systems, platforms, interfaces, tools, utilities, templates, forms, techniques, methods, processes ,algorithms and any documentation related to the foregoing (collectively, "Materials"), including those licensed to such Party under these Terms or the separate agreement.
2. Company shall grant to You, a non-exclusive, royalty free, non-sub licensable right and license for the agreed term and any agreed extensions thereof and for use in the territory of India, to access and utilize the Services.
3. Reservation of Rights: Other than the limited licenses expressly set forth under these Terms, these Terms do not, and will not be construed as granting or conveying, whether by implication, estoppel or otherwise, any rights or licenses under any Company's proprietary rights. All rights not expressly granted under these Terms or in any separate agreement are expressly reserved by Company.
4. No Assignment: No part of Services shall be construed as an assignment by Company of its proprietary rights.
5. During the agreed term, the Company reserves the right to use Your logo and/or trade name in its website and business presentations. The Company may use Your name in any media articles after taking prior approval from You.
6. Each party guarantees to the other that it shall neither impair the title of the other Party to any proprietary rights nor permit any third party to do so, either by infringement or creation of any lien or encumbrance on any such proprietary rights.
7. You shall not (or allow anyone) directly or indirectly to: (i) use the software or the Services or confidential information to create any service, software or documentation that performs the same functionality as the Services and/or the underlying software, (ii) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code, algorithms or trade secrets used in Services and/or the underlying software, (iii) encumber, sublicense, transfer, distribute, rent, lease, time-share or use Services in any service bureau arrangement or otherwise for the benefit of any third party, (iv) adapt, combine, create derivative works of or otherwise modify Services, (v) use or allow the transmission, transfer, export, re-export or other transfer of any software, technology or information it obtains or learns pursuant to these Terms or the separate agreement in violation of any export control or other laws and regulations of the relevant jurisdiction, or (vi) use the Services in a way that does not comply with all applicable laws and regulations.

5. Termination

The term and termination of the Services will be governed by the separate agreement entered into between You and Company.

6. Warranties

1. Except as expressly provided herein, Company disclaims all warranties, whether written or oral, including but not limited to warranties of merchantability and fitness for a particular purpose. You acknowledge that Services may not be uninterrupted or error free.
2. Company's sole obligation and Your sole and exclusive remedy in the event of interruption to the Services or loss of use and / or access to this website shall be to use all reasonable endeavors to restore the Services and / or access to the website as soon as reasonably possible.
3. Without prejudice to any other provisions of these Terms, Company shall not be liable to You for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with Your use of Company's website.

7. Limitation Of Liability

You expressly understand and agree that Company shall not be liable to you for any indirect, incidental, special, consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. In no event Company shall be liable to end users/customers or any third party.

8. Changes to the Terms

The Company may make changes to the Terms from time to time. Any modifications will be effective immediately upon the date of posting of the modified Terms on Company's website and you hereby waive any right to receive additional notice of such changes or modifications. Your continued use of Services following the posting of changes will mean that you accept and agree to the modified terms and conditions; therefore it is your responsibility to review these Terms, policies and guidelines as mentioned herein.

9. General provisions

1. No failure or delay by a party to exercise any right or remedy provided under Terms shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
2. Severance - If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of Terms. If one party gives notice to the other of the possibility that any provision or part-provision of Terms is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
3. Assignment And Other Dealings- Company may assign, in whole or in part, the benefits or obligations of Terms by providing a thirty (30) days prior intimation of such assignment to the You, which shall be binding on Company and You.
4. No Partnership Or Agency- Nothing in the Terms is intended to, or shall be deemed to establish any partnership or joint venture between the Parties, constitute any Party the agent of another Party, or authorize any Party to make or enter into any commitments for or on behalf of the other Party.
5. These Terms are governed by the laws of India, excluding its conflicts of law rules. All disputes and differences arising out of or in connection with these Terms, if not resolved within thirty (30) days or other mutually agreed timeline between the Parties, through discussion between the Parties, shall be referred to the arbitration of a sole arbitrator mutually nominated by both the Parties. The decision and award determined by such arbitration will be final and binding upon the Parties. The Arbitration shall be conducted in accordance with the provisions of the Arbitration and Conciliation Act, 1996, as amended from time to time. The arbitration proceedings shall be conducted in English and the venue of the arbitration shall be Bengaluru.
6. The Parties agree that subject to the foregoing, the courts located in Bengaluru shall have exclusive jurisdiction for disputes arising out of or in connection with Terms.

10. Force Majeure

Should Company be prevented in performing its obligations by reason of any force majeure circumstances such as amendment in laws or regulations, action by any authority, local or otherwise, riots, insurrection, pandemic, epidemic war, terrorist action, computer hacking, unauthorized access to computer data and storage devices, computer crashes, acts of God and unforeseen circumstances beyond its control, it shall not be held liable for its delay in the performance of, or non-performance of its obligations or any part thereof or for any compensation to the other party