Merchant Establishment Agreement

    This Agreement (“Agreement”) is executed on the date mentioned in Schedule I (“Effective Date”) between Service Provider (as described in Schedule I) (“Service Provider”) and the Merchant (as described in Schedule I) (“Merchant”). Service Provider and Merchant may be referred to collectively as “Parties” and individually as “Party”.


    1. Service Provider is inter alia engaged in the business of providing payment processing services (“Services”) enabling individuals and businesses to manage their payment activities. Merchant has agreed to avail, and Service Provider has agreed to render, the Services, on the terms set out herein.
    2. Service Provider has received from Merchant a duly filled in Merchant Enrolment Form, which shall be deemed to be an integral part of this Agreement. This Agreement shall be binding immediately after Merchant activates and uses the Services for the first time by using a Merchant ID number and/or Terminal ID number. The details and commercial terms provided in the Merchant Enrolment Form shall be read together with the terms of this Agreement and the Parties agree to be bound thereby.
    1. Definitions
    2. All capitalized terms used but not defined within the main body of this Agreement shall have the meanings ascribed to them in Schedule [III].

    3. Hardware & Software

      2.1 Merchant is required to lease a Device and/or license the Software(s) for availing the Services. The Services can be availed either by using the Software installed on Merchant’s computer/mobile and/or using the Device.

      2.2 Service Provider hereby (a) grants to Merchant and Merchant hereby takes, a limited, non-exclusive, revocable, non-transferable license of the Software(s); and (b) leases to Merchant and Merchant hereby takes on lease, the Device, both of which are to enable Merchant to electronically access and use the Services.

      2.3 The Device shall carry a 1 year replacement warranty if there is a latent manufacturing defect in the Device.

      2.4 Merchant undertakes to:

      1. use the Services, Software or Device only for the business as specified in the Merchant Enrolment Form. Merchant shall inform Service Provider if there are any changes in the information provided in the Merchant Enrolment Form;
      2. notify the Service Provider immediately of any damage, loss, malfunction of Device / Software.
      3. not reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or trade secrets for the Device/Software supplied by Service Provider.
      4. provide unrestricted access to customer data as may be stored by Merchant and agrees that Service Provider shall have the full right to use the said customer data for analysis and data mining purposes and for such other purposes as may be deemed so by Service Provider.

    4. Services

      3.1 Service Provider shall provide, and Merchant shall avail, the Services on the terms set out in this Agreement and Schedule [I].

      3.2 The details of the Installation & Activation, the Payment Processing, Settlements and Chargebacks in relation to the Services are set out in Schedule [II].

    5. Payments and Charges

      4.1 Merchant shall pay all fees, rentals, charges, penalties, interest, levies, taxes, reimbursements indicated in Schedule [IV] and/or any other charges/liabilities which may be incurred (directly or indirectly) by Service Provider in relation to the Services rendered by Service Provider to Merchant, including Software License Fees and Annual/Half Yearly/Monthly Maintenance Charges.

      4.2 Failure on the part of the Merchant to make the above payments shall result in:

      1. the consequences set out in Clause [IV], including penalties and interest; and/or
      2. (b)netting/set off by Service Provider of any and all amounts of the Merchant which are accessible to Service Provider including from the Nodal Bank / Reserve Account, and/or the initiation of appropriate legal proceedings against Merchant for recovery of its dues and/or blacklisting of Merchant.

    6. Training & Support

      5.1 The Service Provider shall provide the relevant and necessary trainings and support Online and/or Offline mode to the Merchant to do transactions efficiently whenever required.

      5.2 The Service Provider will provide the necessary maintenance and servicing of the device and/or software Updates, Versions and Releases. Whenever deems fit and necessary.

    7. Merchant’s obligations

      6.1Merchant shall comply with all Applicable Laws and the Rules.

      6.2 Merchant shall retain the bills, invoices and delivery challans (if any) pertaining to the Charge slip for a period of 20 months from the date of the Transaction and make the same available to Service Provider within 3 days of being notified.

      6.3 Merchant shall permit authorized representatives of Service Provider and Acquiring Bank to carry out physical inspections of the Merchant’s premises during business hours, which may be with or without notice to the Merchant.

      6.4 Merchant shall be liable for the following:

      1. any infringement of Service Provider’s or a third party’s Intellectual Property Rights by the Merchant.
      2. Merchant’s wrongful or improper use of any Device or Service;
      3. Any Loss or damage to Device ;
      4. all Transactions submitted by Merchant using the Service (including without limitation the accuracy of any product information that Merchant provides or any claim or dispute arising out of products or services offered or sold by Merchant);
      5. any other party’s access and/or use of the Services with Merchant ID, Terminal ID, password or any other appropriate security code;
      6. Merchant’s violation of any Applicable Laws.

    8. Representation and Warranties

      7.1 Representations and warranties of one Party to the other:

      1. It is an entity duly incorporated and validly existing under Applicable Laws;
      2. It is carrying on its business in accordance with its Memorandum and Articles of Association and Applicable Law;
      3. It has all requisite corporate, government and other approvals required to carry on its business and perform its obligations under this Agreement and the same are valid and in force; and
      4. It has the power and authority to execute and deliver this Agreement and the same does not violate any law, rule, regulation or order applicable to it;
      5. There is no claim, proceeding or governmental investigation of any nature pending, nor has it received any notice in respect of any of the foregoing matters, nor does it have any knowledge in respect of any such matters, which may impair a Party from undertaking its obligations or a Party from enforcing its rights under this Agreement.

    9. Term & Termination

      8.1 This Agreement shall come into force on the Effective Date and shall continue until it is terminated.

      8.2 Either Party may terminate this Agreement or one or more Services at any time by giving a 90-day prior written notice after the initial Lock-in Period of 12 months (“Lock-in Period”).

      8.3 If Merchant terminates this Agreement before expiry of Lock-in Period, Merchant shall pay the Termination Fee.

      8.4 Service Provider may terminate this Agreement immediately (without any prior notice) if: (i) it believes that fraudulent Card Transactions, suspicious transactions and/or any activity prohibited by this Agreement or under law are occurring; (ii) Merchant appears on any Card Brands’ or other Transaction Gateway Partners’ security reporting; (iii) any dispute between Merchant and a customer of Merchant arises due to deficiency in service by Merchant and remains unresolved for 7 days after dispute is raised; (iv) Merchant receives excessive chargebacks i.e. chargebacks exceeding 1% of its monthly volumes or chargebacks exceeding 3% of its monthly Transactions; (v) there is negligence or misconduct by the Merchant or its employees or agents; (vi) the Merchant damages or potentially exposes Service Provider to risk of damage of its brand/tradename/trademark or any other intellectual property rights, or infringes any third party rights or introduces any software virus or program in the Device or Software(s) designed to disrupt, interrupt, disable, damage, destroy or limit the functionality of the Device/Software(s); (vii) there is any breach of this Agreement by Merchant. If this Agreement is terminated under this Clause 3.4, the Merchant shall pay the Merchant Misconduct related Closure Fee.

      8.5 Upon termination, all Devices shall be returned by Merchant in working condition within 7 working days failing which Merchant shall pay the Device Damage Fee. The Device Deposit (if any) will be refunded to Merchant within 30 days of the receipt of the Device. If the Device is not in working condition, then the Device Deposit shall be forfeited and Merchant shall pay the balance of the Device Damage Fee.

    10. Limitation of Liability & Indemnification

      9.1 Services are provided on an “as is where is” and “as available” basis.

      9.2 Notwithstanding anything stated in this Agreement and/or the Merchant Enrolment Form, Service Provider shall not be liable for any loss, damage, costs, expenses, claims, penalties (whether direct, indirect, consequential, exemplary) that Merchant (or any person claiming through the Merchant) may suffer on account of Merchant using the Services.

      9.3 Service Provider will perform its obligations under this Agreement with reasonable care and skill. Notwithstanding the above, (a) the Service Provider does not guarantee or warrant that the Services will be uninterrupted or error free; (b) Services are provided without warranties of any kind, whether express or implied, including but not limited to, as to fitness of a Service/Device for a particular purpose and as to non-infringement of any third party Intellectual Property Rights.

      9.4 Subject to what is stated in Clause 8.5 below, each Party agrees to indemnify and hold harmless the other Party (and its directors and employees) from and against any and all losses, liabilities, claims, damages, penalties/fines, demands, suits, actions, proceedings, costs and expenses, taxes, reasonable legal fees in connection therewith, in respect of any breach by such Party of its obligations under this Agreement and/or any Schedule.

      9.5 Notwithstanding anything stated in this Agreement including Clause 8.4 above:

      1. the aggregate liability of Service Provider under this Agreement on account of any breach of the obligations of Service Provider set out in this Agreement shall not exceed Rs.10,000;
      2. Service Provider shall not be liable to Merchant for any indirect, special, incidental, or consequential damages under any form or theory of action whatsoever, whether in contract, tort, negligence, strict liability, equity or otherwise, including, without limitation, lost profits, overheads, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if advised of the possibility thereof.

    11. Miscellaneous

      10.1 Modifications to Agreement: 10.1Service Provider may from time to time amend any provision of this Agreement, including those relating to the Services, the rates, fees and charges its sole discretion and the same shall be binding, provided that an email shall be sent by Service Provider to Merchant at least 7 days prior to any such changes taking effect by providing details of the changes. If Merchant is not desirous of continuing to avail the Services as a result of the changes, it may send an email to Service Provider within 3 days of being notified of such changes, subject to the terms of this Agreement.

      10.2 Force Majeure: Service Provider shall not be liable for any failure to perform any obligation under this Agreement or any Schedule during such period and to the extent that the due performance thereof by Service Provider is prevented by or due to any cause beyond its reasonable control any force majeure event including act of God or act/omission/delay on the part of any third parties.

      10.3 Choice of Law, Jurisdiction: This Agreement shall be governed by the laws of India. The Parties submit themselves to the exclusive jurisdiction of competent courts at Hyderabad.

      10.4 Arbitration: Any dispute, difference or claim between the Parties arising from this Agreement shall be settled by arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996. The arbitral tribunal shall be composed of a sole arbitrator appointed by the Service Provider. The venue of arbitration shall be Hyderabad. The arbitral proceedings shall be conducted in the English language and any award or awards shall be rendered in English.

      10.5 Confidentiality: Merchant shall maintain confidentiality of all matters in connection with this Agreement (including existence thereof), the Services, the commercial terms agreed between Parties, and all data of its customers and the Card Holders. Merchant should not require a Card Holder to provide any personal information as a condition for honouring a Card unless (a) such information is required for delivery of the goods or services; (b) Merchant has reason to believe that the person presenting the Card may not be the actual Card Holder; and (c) such details are required for Authorization of a Transaction.

      10.6 Waiver: by any Party to enforce one or more of the provisions of this Agreement shall not constitute a waiver of their right to enforce the same or other provisions in the future. All waivers must be signed by the waiving Party.

      10.7 Entire Agreement: This Agreement including the Merchant Enrolment Form and the Schedules set out the entire understanding of the Parties with respect to its subject matter.

      10.8 Severability: If any provision of this Agreement is held invalid or unenforceable by any court of final jurisdiction, it is the intent of the Parties that all other provisions of this Agreement shall be construed to remain fully valid, enforceable and binding on the Parties.

      10.9 Relationship of Parties: The Parties are independent contractors and nothing in this Agreement shall make them joint ventures, partners, employees, agents or other representatives of the other Party.

      10.10 Counterparts: If copies of this Agreement or any amendments are to be physically signed, this Agreement may be executed and delivered in several counterparts and transmitted by facsimile, a copy of which shall constitute an original and all of which taken together shall constitute a single Agreement.

      10.11 Survival:  Clauses [7,9,10] of this Agreement and other provisions that by their very nature should survive termination or expiration shall survive the termination of this Agreement.

    Schedule I


    Service Provider may provide one or more of the following payment solutions:

    1. ‘Card present’ solutions, where the customer uses a physical Card to (a) make payments for goods purchased / services availed through the Device; and (b) withdraw cash from Merchant by using debit cards of customer (i.e. Cash@POS); (c) avail of EMI facilities for payments made to the Merchant, if the same are approved by the customers bank/Issuer.
    2. ‘Card not present’ solutions, where the customer does not use a physical Card but can (a) make payments for goods purchased / services availed; and (b) avail of EMI facilities for payments made to the Merchant through Merchant’s website, App or payment link by using the internet payment gateway services of Service Provider.
    3. Internet banking, where the customer can make payments for goods purchased / services availed through Merchant’s website, App or payment link by using a valid user name and password provided by the customer’s bank.
    4. Pre-paid Payment Instruments (i.e. Mobile Wallets), where the customer can make payments for goods purchased / services availed at Merchant establishment and/or through Merchant’s website, App or payment link by using the valid user name and password provided by the bank through the App of the PPI / Mobile Wallet provider.
    5. Unified Payment Interface (UPI), where the customer can make payment for goods purchased / services availed at Merchant establishment and/or through Merchant’s website, App or payment link, by using Apps of banks / governments (such as Bhim) / third party service providers.
    6. Bharat QR, where the customer can make payment for goods purchased / services availed at Merchant establishment and/or through Merchant’s website, App or payment link, by using Apps of banks / governments (such as Bhim) / third party service providers.
    7. Aadhar Enabled Payment System (AEPS) and AadharPay, where the customer can (a) make payments for goods purchased / services availed; and (b) transfer money from his bank account to any person from Merchant establishment; (c) withdraw money from his bank account from Merchant establishment, all of which are done by using Aadhar data for authenticating the transaction.
    8. Value Added Services, where the customer can (a) make payment to various third parties including recharges, billers, mobile network operators, DTH service providers and Internet Service Provider; (b) transfer money to any person from Merchant establishment after paying cash or reimbuirsing / paying a fee to the Merchant. For availing these Value Added Services, the Merchant is required to maintain a ‘closed loop wallet’ with Service Provider. The schedule of charges for all Value Added Services will be set out in the App provided by the Service provider.
    9. Additional Services: Any other services as may be offered by the Service Provider, from time to time. The commercials terms for such services shall be decided by the Service Provider and if Merchant uses the same, the same shall be binding.

    Schedule II

    (Process for undertaking Transactions)

    The following terms and conditions govern the Services:

    1. Activation & Installation
      1. Service Provider shall provide Merchant a Merchant ID number and/or Terminal ID number through which the Merchant can activate and use the Services.
      2. Service Provider shall assist Merchant in installing the Software and activating the Device for availing the Services.
    2. Processing of Transactions
      1. When accepting a payment, Merchant shall follow the steps provided below:
        1. Merchant shall determine that the Card is valid;
        2. Merchant shall obtain the Authorization before completing any Transaction. Where Authorization is obtained, Merchant shall be deemed to warrant the true identity of the customer as the valid Card Holder;
        3. Merchant shall not attempt to obtain an Authorization on an expired Card. Transactions shall be deemed invalid on Cards that are expired, whether or not Authorization has been obtained.
        4. Merchant shall obtain the Card Holder's signature on the Charge slip, wherever prompted by the POS machine, and compare that signature with the signature on the Card;
        5. Merchant shall deliver a true and complete copy of the Charge slip to the Card Holder, physically or digitally, after the Transaction is completed;
          Non-completion of above requirements will result in the charge being rendered invalid and Merchant will require to refund the entire amount irrespective whether goods were supplied or services were delivered, without any demur or delay, as may be required by the service provider
      2. Merchant undertakes to Service Provider as under:
        1. Each Charge slip presented to Service Provider for collection shall be genuine and shall not be the result of any fraudulent transaction and shall not be deposited on behalf of any business other than that of Merchant.
        2. Each Charge slip shall be the result of a Transaction for the bona fide purchase of goods or services by the Card Holder for the total amount stated on the Charge slip.
        3. Merchant shall perform all its obligations to the Card Holder in connection with the underlying Transaction.
        4. Merchant shall ensure that the Transaction itself shall not involve any element of credit for any other purposes other than as set forth in this Agreement and shall not be subject to any defense, dispute, offset or counter claim which may be raised by any Card Holder.
        5. Merchant shall ensure that any credit voucher, which it issues, represents a bona fide refund or adjustment on a Card sale by Merchant with respect to which a Charge slip has been accepted.
      3. Service Provider shall be entitled to monitor Merchant’s daily deposit activity. Merchant’s deposit activity should remain consistent with the “approved” monthly volume and average ticket amount as set out in the Merchant Enrollment Form. Service Provider may, in its sole discretion, elect not to process volumes over the approved monthly volume or over limit transactions.
      4. Merchant shall promptly provide additional documentation as Service Provider may require including on account of the Merchant exceeding the “approved” monthly volume or average ticket.
      5. Service Provider may, in its sole discretion suspend the Merchant Account and/or suspend disbursement of Merchant’s funds for any reasonable period of time required to investigate suspicious or unusual deposit activity and that such suspension may subject Merchant to Suspension Fees. Service Provider shall make good faith efforts to notify Merchant as promptly as is commercially reasonable about such suspension. Service Provider shall have no liability for any losses, either direct or indirect, which Merchant may incur or suffer on account of any such suspension.
      6. If the suspension arises from a suspicious or unusual Transaction, Merchant shall be charged a Security Processing Fee per suspended Transaction, and, if the suspended Transaction or unusual or suspicious activity involves an amount exceeding the Suspicious Threshold Limit an Investigation Fee shall be charged for each such event.
      7. Merchant shall include all goods and services purchased in a single Transaction at one time on a single Charge slip, except: (i) for purchases in separate departments of a multiple department store; (ii) for payment which is being taken in installments by the Merchant; or (iii) for delayed, amended charges or balance payments to the Merchant which are governed by the Rules imposed by Card Brands for travel and entertainment transactions.
      8. Merchant shall not present any Transaction representing the refinancing of an existing obligation of a Card Holder including, but not limited to obligations (i) previously owed to Merchant, (ii) arising from the dishonour of a Card Holder's personal check, and/or (iii) representing the collection of any other pre-existing indebtedness, including collection of delinquent accounts on behalf of third parties.
      9. Merchant shall not receive any payments from a Card Holder to prepare and present a Transaction for the purpose of affecting a deposit to Card Holder's Card account.
      10. Merchant shall not process any Transaction for obtaining or providing a cash advance either on Merchant credit card or the credit card of any other party.
      11. Merchant shall not process duplicate Transactions. Merchant shall be debited for any duplicate Transactions and shall be liable for any Charge backs that may result therefrom.
      12. Merchant shall not accept or process any fraudulent Transactions and shall not present for processing or credit, directly or indirectly, a Transaction, which originated with any other Merchant or any other source.
      13. If Merchant processes any transactions which are prohibited by law or by this Agreement, Service Provider shall be entitled to such steps as it may deem necessary to protect the interests of Service Provider, the Card Holders and the Transaction Gateway Partners including, but not limited to, suspension of the account/processing privileges or withhold funds of Merchant without interest and/or require Merchant to maintain sufficient funds in the Reserve Account.
      14. Merchant should desist from exploiting Cash@POS benefits on a sole terminal by swiping a single customer’s card multiple times whereby breaking the invoice value in multiple parts to enjoy a revenue on every transaction. The Merchant at all times ensure that threshold and/or hard limits to be strictly abided by the Merchant and should not attempt to breach such limits prescribed from time to time
    3. Settlement
      1. All settlements shall be in accordance with the RBI rules, regulations and guidelines as applicable.
      2. Service Provider shall settle Transactions carried out by Merchant through Nodal/Acquiring Bank.
      3. Service Provider shall process all valid Transactions of the Merchant through the Transaction Gateway Partners.
      4. Service Provider may provisionally credit the value of the processed Transactions to the Merchant Account.
      5. Service Provider may refuse to accept any Charge slip or revoke its prior acceptance of a Charge slip in the following circumstances: (a) the transaction giving rise to the Charge slip was not made in compliance with all the terms and conditions of this Agreement, or; (b) the Card Holder disputes his liability to Service Provider for any reason, including but not limited to those Chargeback rights enumerated in the Rules, or; (c) the transaction giving rise to the Charge slip was not directly between Merchant and Card Holder, or; (d) the transaction is outside the parameters indicated on the Merchant Application. Merchant shall pay Service Provider and for any amount previously credited to the Merchant for a Charge slip not accepted or later revoked by them.
      6. Merchant shall maintain one or more Settlement Accounts, for payment of the [Transaction Amount] less the charges, fees and other payments set out in Schedule [IV]. If Merchant intends to change the Settlement Account, Merchant must notify Service Provider with all relevant documentation for re-verification, and the same shall be effected within 3 working days of receipt of the Merchant’s notice with complete documentation after the re-verification is completed. Merchant shall pay Service Provider the Merchant Settlement Account Change Fee.
      7. Service Provider shall not be liable for any liability whatsoever including on account of delay in receipt of funds or errors in debit and credit entries caused by third parties including without limitation, any Card Brand, Acquiring Bank, Nodal Bank, Merchant’s Bank, couriers, communication carriers, servers and internet service providers, data processors, clearing houses or payment gateways, or any failure in electronic fund transfers, server/system/network failure or any other glitches which are beyond the control of Service Provider.
      8. Monthly statements shall be available for viewing through the Merchant’s online account with Service Provider. All statements may be accessed from the Account Login on the website of Service Provider. Printed statements can also be obtained from Service Provider by paying Transaction Statement Fee. Merchant shall promptly examine the statements and notify Service Provider by email of all errors by providing Merchant’s name and Account number within 7 days for the occurrence of the error. Service Provider shall investigate the same within 30 days of receiving the email.
      9. Merchant authorizes Service Provider to initiate reversal or adjustment entries and initiate or suspend such entries necessary to grant Merchant conditional credit/debit. Merchant shall pay to Service Provider any charges and costs demanded by others or incurred by Service Provider on the Transactions.
      10. If Service Provider is of the opinion that a particular transaction is fraudulent or suspicious or incorrect data has been inserted by Merchant, Merchant alone shall be liable for the same.
      11. Merchant’s policy for the warranty/guarantee, exchange, return or replacement of goods sold and adjustment for services rendered and shall clearly specified on the invoice raised by Merchant. If Merchant fails to do so, a full refund in the form of a credit to the Card Holder's Card account must be given by Merchant. Merchant shall not refund cash to a Card Holder who paid for the goods / service by Card. Credits in cases of refund must be made to the same Card account number on which the original Transaction was processed. To enable such refund, Merchant shall at all times maintain sufficient funds in the Merchant Account.
      12. (l)Service Provider shall be entitled to establish and maintain for the Merchant a Reserve Account at any time prior to or after termination of this Agreement (with or without notice to Merchant), to ensure recovery of any liabilities owed by Merchant or reasonably anticipated by Service Provider to be owed by Merchant pursuant to this Agreement. Service Provider shall be entitled to do the following in relation to the Reserve Account:
        1. Set-off /deduct amounts arising out of actual and/or potential post termination Chargebacks, as well as any and all post-termination fees, charges and expenses due or anticipated to be due to Service Provider from Merchant;
        2. fund and/or replenish the Reserve Account by withholding or withdrawing from, or freezing all or any part of, the Merchant Account. The Reserve Account shall not bear interest;
        3. maintain the Service Provider's Reserve Account and enforce its rights as regards the same event after termination of this Agreement till such time as all the payments due by Merchant to Service Provider remain outstanding.
    4. Chargebacks
      1. All liabilities arising from any Chargebacks shall be to the account of Merchant and shall be paid by Merchant immediately (i.e. on the same day) upon being intimated of the same. Failure to pay a Chargeback within the same day shall attract the Late Payment Charge. In addition, Merchant shall pay the Chargeback Retrieval Fee per Chargeback as set out in Schedule [IV].
      2. Merchant agrees that all Transactions may be subject to a Chargeback.
      3. Merchant agrees that a Chargeback which occur for a variety of reasons, including without limitation, the following:
        1. The Transaction is a duplicate of a prior Transaction or is the result of two or more Transactions generated for a single sale/service.
        2. The Card Holder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased.
        3. The price of goods or services on the Transaction differs from the amount that Merchant presents for payment.
        4. The Transaction results from an internet, mail, phone or preauthorized order and the Card Holder disputes entering into or authorizing the Transaction or the Transaction has been made on an expired or non-existing account number.
      4. Service Provider shall take all steps for representing Merchant in relation to a Chargeback before the relevant Transaction Gateway Partners. However, Service Provider shall not be responsible nor does it provide any guarantee for the recovery of any Chargeback amount.
      5. Merchant agrees that fraudulent and incorrect transactions and consequent Chargebacks shall not be considered to fall within the purview of the Services and Service Provider shall not be liable or obligated under any circumstances whatsoever for rendering its Services in relation to the same.
      6. Merchant shall be liable to pay the difference in currency exchange if the Chargeback amount is greater than the original sale, issuer claims, and items for which Service Provider did not receive the final payment for any reason.

    Schedule III


    “Acquiring Bank” means the bank designated by the Service Provider as the ‘Acquiring Bank’ which is a member of a Card Brand and with whom the Service Provider has entered into an agreement for the purposes of authorizing/processing the Transactions.

    “Agreement” shall mean this Agreement together with the Merchant Enrolment Form, the Schedules, and amendments as may be agreed between the Parties hereto from time to time.

    “Applicable Laws” shall mean all statutes, enactments and acts of legislature, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, treaties and orders of the Government of India and/or any government, judicial or quasi-judicial body or any other authority, as amended or supplemented from time to time.

    “Authorization” means the process by which the Service Provider approves a Transaction using the Acquiring Bank’s infrastructure, as stipulated by the Service Provider from time to time and includes approval flashed on the Device or on the web page where the payment is being made.

    “Business” means the business activity which the Merchant is normally engaged in

    . “Card” means a credit, debit or any other card issued by an Issuer.

    “Card Holder” means person to whom a Card is issued or who is authorized to use that Card. “Card Brands” includes National Payment Corporation of India (“Rupay”), MasterCard International, Inc. ("MasterCard"), Visa U.S.A., Inc. ("VISA"), American Express, Union Pay, Diners and Discover and any other card organization offering credit, debit, pre-paid or any other card programs to Issuers.

    “Chargeback” means a Transaction that is returned to the Acquiring Bank by the Issuer through the Card Brands for any reason whatsoever.

    “Charge slip” means the form used by the Merchant in a format provided by the Service Provider to enable the Merchant to record charges and the details of the Transaction and to obtain the Card Holder’s signature, thereby obtaining the Card Holder’s consent to debit his card account with the Issuer.

    “Credit Card” A Valid Card bearing the service mark of Visa or Master Card, Rupay, (and any other card as agreed by the Parties), the use of which accesses the Card Holder’s credit facility through one of the Card Brand.

    “Debit Card” A Valid Card the use of which accesses the Card Holder’s bank account facility made available by the Issuer’s DCC (Dynamic Currency Conversion of Merchant’s local currency being the currency in which Merchant’s goods or services are priced into an approved currency as agreed upon by the Card Holder of a non-Indian issued card) “Device” includes the Mobile Point of Sale Device, other Point of Sale Terminals and any other equipment which the Service Provider may provide to the Merchant for availing the Services.

    “Device Deposit” means the amount required to be deposited by the Merchant with the Service Provider in case a Device(s) is taken on lease by the Merchant.

    “Issuer” means a member of a Card Brand issuing a Card. “Intellectual Property Rights” shall mean all forms of intellectual property rights including trademarks, patents, copyright and designs.

    “Merchant Account” shall mean the account of the Merchant created by Service Provider for the purposes of (a) recording all transactions between the Merchant and its customers; (b) recording all transactions between Merchant and Service Provider.

    “Merchant Enrolment Form” shall mean the Merchant Enrolment Form prepared by the Service Provider and which is duly filled in and handed over by the Merchant to the Service Provider.

    “Nodal bank” means a bank which is authorized by the Reserve Bank of India and operates the Nodal Account under the guidelines stipulated by RBI for operating such accounts for third party settlements for the Service Provider, to receive all the settlement proceeds and settles it to the Merchant.

    “Nodal Account” shall mean the bank account designated as the ‘Nodal Account’ by the Service Provider (as per the RBI guidelines) for the purpose of receiving and disbursing the proceeds of settlement of all Transactions processed through the Service Provider.

    “Payable Amount” means the amount payable to the Merchant, calculated after deducting commission, Chargebacks and other deductibles from the Transaction Amount.

    “App” means the App provided by Service Provider for use through mobile, computer, tablet and through which the Services are availed by the Merchants and rendered by Service Provider.

    “Per Transaction Charges” Per Transactions charges includes the charges payable to the various stake holders which includes the Transaction Gateway Partners and it also includes the charges for the Additional Services provided by the Service Provider. This charge will be levied on each and every Transaction processed successfully by the Service Provider.

    “Payswiff Per Transaction Charges” Payswiff Per Transactions charges (PPC) includes the charges payable to the Various stake holders which includes the Card Brands, Acquiring/issuing banks, Switching Service Providers and it also includes the charges for the Value Added Services provided by Payswiff. This charge will be levied on each and every transaction processed successfully by Payswiff.

    “Reserve Account” shall mean the account of the Merchant created by Service Provider for the purposes of (a) Claims, Set off or any Contingent Liability.

    “Rules” shall mean the rules and regulations of the Card Brand/Transaction Gateway Partners.

    “Settlement Account” shall mean the account of the Merchant created by Service Provider for the purposes of (a) Settling a transactions as per schedule II section of this agreement.

    “Software” shall mean any software described in, attached hereto and incorporated herein, and including all forms of code, such as Source Code and Object Code, any upgrades, modified versions, updates, and additions thereto, in any form and on any media including all fixes, updates, modifications, enhancements and new releases of the foregoing.

    “Suspicious Threshold Limit” shall mean a limit set solely by the Service Provider to ascertain whether a Transaction or an activity may be deemed to be unusual or suspicious.

    “Transaction” means the successful transaction between a Card Holder and a Merchant for the payment by such Card Holder to the Merchant towards the Card Holder’s purchase of goods and/or services from the Merchant by using the Services which results in the release of appropriate funds from the Transaction Gateway Partners to the Nodal Account.

    “Transaction Amount” means the consideration payable for purchase of goods or services, donation or otherwise by the Card Holder to the Merchant.

    “Transaction Gateway Partner/s” shall mean the Card Brands, Banks, Pre-paid Instrument Providers (PPIs), Electronic Wallets, Associations and any other transaction partner’s which the Service Provider may add from time to time for rendering the Services and/or the Additional Services.

    “Valid Card” shall mean a Credit Card or Debit Card or such other card issued by a Card Brand or any card association as per the Rules of such card association as notified by the Service Provider from time to time bearing signature of the Card Holder whose name is embossed on the same but shall not include (i) a card listed on a current warning notice or (ii) an expired card or a card not yet operational or (iii) a card that cannot be used in India or (iv) a damaged or torn card.

    “Valid Charges” is a charge within the amount authorized in accordance with the Clauses in the Agreement, which is charged to the Card Holder (i) on a Charge slip acceptable to the Service Provider, bearing an imprint of a Valid Card and bearing the same signature as that on the Valid Card; and (ii) using the Device with which Charge slip is generated after swiping the Valid Card, and bearing the same signature as that on the Valid Card.

    “Wallet or Mobile Wallet or Electronic Wallet” shall mean a digital wallet and refers to an electronic system that allows an individual to make electronic transactions online using a computer or smartphone to purchase something at a physical or virtual store.