MASTER OFFLINE AGREEMENT

This Master Offline Agreement (“ Agreement”) is executed at New Delhi and shall be effective from Effective Date by and between

ONE97 COMMUNICATIONS LIMITED, a company incorporated under the provisions of the Companies Act, 1956 having its registered office at First Floor, Devika Tower, Nehru Place, New Delhi-110 019 and its principal place of business at B-121, Sector-5, Noida-201 301, (hereinafter referred to as “ One97”, which term shall, unless repugnant to the context or meaning thereof, mean and include its permitted assigns, affiliates, subsidiaries, associates, administrators and successors) of the ONE PART;AND

Entity means entity referred in Entity Details Form in the Agreement.

(Both “ One97” and “ Entity” are hereinafter individually referred to as a “ Party” and collectively as “ Parties”.)

WHEREAS:

• One97 is inter-alia engaged in the business of providing telecom based value added services to telecom operators and corporates and providing mobile commerce services to end users. One97 is the owner of the website www.paytm.com, the Paytm mobile application and EDC Machine. The Paytm website and Paytm mobile application are collectively referred to as “Paytm”. Paytm is duly authorized by Paytm Payments Bank Limited (“ PPBL”) to provide Paytm Wallet services and to redeem Paytm Voucher services as envisaged under this Agreement
• Entity is desirous of offering its Customers the option to pay for its Products or Services purchased/ availed through Paytm Platform
• In order to provide the convenience of making the payment though Paytm Platform to the Customer, Entity has agreed to accept such payments which are made by the Customers to pay for the Products or Services purchased/ availed by the Customers through the One97’s payment platform namely through Paytm Services.
• One97 has agreed to provide its services to Entity and Entity has agreed to avail the One97 Services on the following terms and conditions set forth herein below.

NOW THE PARTIES HEREBY AGREE AS FOLLOWS:

DEFINITIONS

Unless repugnant to the context or meaning thereof, the terms defined herein shall have the following meaning:

• Affiliate” means a person that controls, is controlled by or is under common control with, another person. For the purpose of this definition “control” shall mean the power to direct the management and policies, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” shall have co-relative meanings to the foregoing.
• “Application Programming Interface” or “API” means the Entity’s Application Programming Interface including any related documentations, source code, executable applications and any other materials made available by the Entity to One97 for the purpose of integration of Entity information with the Paytm Platform/ Paytm Services.
• “Authentication” shall mean the process by which the Customer’s identification is authenticated by the Facility Providers.
• “Authorization” shall mean the process by which the Issuing Bank/Participating Bank and/or the relevant Card Association electronically or otherwise communicate the approval of the charge on the Customer upon receipt of the Customer’s instruction in respect of the payment against the Transaction through the Paytm Platform.
• “ Bill” would mean and include but not limited to periodic bills, fees, insurance premium, subscription charges, or any other amount that may be collected by the Entity (in accordance with the nature of its business) in consideration of the Services rendered /Goods sold by the Entity or its authorised vendors, to the Customer.
• “ Bill Payment” shall mean the amount of Bill to be paid by the Customer.
• “ Business Day” shall mean any day on which the bank is open for business other than non-working Saturday and Sunday and any other days declared as Public/National Holiday.
• “ Card Associations” shall mean and include Master Card, Visa, Diners Card, American Express Card, or any other card association as may be specified by One97 from time to time.
• “ Card Association Rules” mean the written rules, regulations, releases, guidelines, processes, interpretations and other requirements (whether contractual or otherwise) imposed or adopted by any card association as applicable.
• “Customer” means any person holding a valid payment instrument and who enters into Transaction with the Entity and makes payment for the same, through Paytm’s platform and shall include any individual or legal entity who is availing online payment facility for the Service of the Entity.
• “Customer Billing Information” means the information provided by the Entity either through API and/or in any other manner detailing the Bill, identification of the Customer/Bill, amount of the Customer Charge, etc.
• “ Customer Charge” means and includes (a) the base price of the Product / Service purchased or availed by the Customer plus the shipping charge (if any) and all other taxes, including Goods & Service tax hereinafter referred as (“GST”), duties, costs, charges and expenses in respect of the Product / Service; and/or (b) amount of Bill Payment, that are to be charged to the Customer’s valid Payment Instrument and processed and settled through the Service
• “ Customer Order” shall mean an order placed by the Customer for purchase of Products and/ or for availing of Services provided by Entity at Entity’s POS and shall be specifically designated by a unique Order Number.
• “ Dispatch”/ “Delivery” shall mean, in respect of Goods dispatch/delivery of the Goods by a reputed courier /parcel service to the Customer at the address specified by the Customer in this behalf and/or in respect of a Service, delivery/performance of provision of Service.
• “ EMI” means equated monthly instalments.
• “ Entity’s Bank Account Details” shall mean the details as provided in Entity Detail Form.
• “ Entity POS” shall mean and include the physical outlet of the Entity and may also include franchisee model stores and the entity owned stores being operated across various locations all over India; or point of sales set up by the Entity; or the Entity Mobile App; through which the Product(s) are offered for sale by the Entity to the Customer and through which the payment of Transaction Amount is collected by the Entity. Entity POS i.e. whether online and/or offline for Paytm Wallet integration shall be more specifically identified in Schedule IV.
• “EDC Machine/Device” shall mean electronic data capture (EDC) hardware (also known as a card swipe machine) is a payment terminal provided by One97 on which the Entity can swipe or dip cards to receive payments and which enables the Entity to securely pass the Card details of its customers to card networks in obtaining the authorization of the payments of the said customers.
• “ Facility Provider(s)” shall mean and connote various Banks, financial institutions and various software providers who have signed with One97 from time to time and are in the business of providing information technology services including but not limited to Internet based electronic commerce, Internet payment gateway and electronic software distribution services. These Facility Providers allows One97 to use the payment gateways developed by them to route credit card, debit card, internet banking, prepaid cash card, mobile wallet transactions etc. entered into on the Internet/Mobile channels/EDC Machine to third party clearing houses/ Issuing Banks. With respect to Paytm Wallet, Paytm Postpaid, Paytm Voucher and Paytm Cash such Facility Providers shall include One97.
• “Force Majeure Event” means any event due to any cause beyond the reasonable control of the Party, including, without limitation, unavailability of any communication system, sabotage, fire, flood, explosion, ActofGod, civilcommotion, strikes or industrial action of any kind,riots, insurrection, war, acts of government,computer hacking, unauthorized access to computer data and storage devices, computer crashes etc.
• “Internet Payment Gateway” means a payment gateway obtained by the One97 from Payment Gateway Provider(s) for accepting payments on the web/EDC Machine through credit cards, debit cards, International Cards, internet banking, prepaid cash cards or mobile wallets.
• “Issuing Bank” in respect of a Customer, means the bank or financial institution or a licensed third party payment service provider which has issued the valid Payment Instrument to the Customer.
• “Net Banking Facilities” shall mean the facilities and services provided by Issuing Banks, which allow authorization (from third party clearing house networks) and settlement facilities in respect of payment instructions initiated by the Customers on their respective Internet Banking websites.
• “Nodal Bank Account” means a nodal bank account in accordance with the RBI regulations for pooling the funds collected from the Customers on behalf of the Entity through Paytm Platform [viz., Net Banking, Credit Card, Debit Card, International Cards, Unified Payment Interface (UPI), IMPS (Immediate Payment Service), EMI, Paytm Postpaid, prepaid payment instrumentssuch as Paytm Wallet, or such other mode of payments/features/services which shall be developed or added or deployed by One97 (including but not limited to Paytm Voucher, Paytm Cash, etc.), Participating Banks, Facility Providers or financial institutions, etc.] and facilitating the transfer of these funds in final settlement to the Entity and other permitted payments after deduction of such service charges as per RBI Regulations notifications/ guidelines issued from time to time on online payments.
• “NPCI” shall mean National Payments Corporation of India.
• “Participating Bank(s)” shall mean and connote various Banks, financial institutions (“Facility Provider(s)”) and various software providers who have signed with One97 from time to time and are in the business of providing information technology services including but not limited to Internet based electronic commerce, Internet payment gateway and electronic software distribution services. These Facility Providers allows One97 to use the Payment Gateways developed by them to route credit card, debit card, internet banking, prepaid cash card, Paytm Postpaid mobile wallet transactions etc. entered into on the Internet/Mobile channels to third party clearing houses/ Issuing Banks. With respect to Paytm Wallet, Paytm Voucher and Paytm Cash such Facility Providers shall include One97.
• “Payment Instrument” means a credit card, debit card, Internet Banking Account, International Cards, prepaid cash card, Unified Payment Interface (UPI), IMPS (Immediate Payment Service), Paytm Wallet, or such other methods of payments/features/services which shall be developed or added or deployed by One97 in its discretion (including but not limited to Paytm Postpaid, Paytm Voucher, Paytm Cash, digital gold etc.), Participating Banks, Facility Providers or financial institutions from time to time and used by the Customer for making a payment through Paytm platform.
• “Paytm Cash” shall mean certain loyalty points issued by One97 and which can be encased on Paytm Platform.
• “Paytm Checkout” is an aggregation of a) Paytm Wallet, Paytm Voucher and other instruments issued as per RBI’s guidelines on prepaid instruments, b) debit card/credit card/net banking and other instruments aggregated by One97 offered by Participating Banks and Financial Institutions to One97 and c) Paytm Postpaid, Paytm digital gold, Paytm Cash and other instruments developed or added or deployed by One97 on its own, or in partnership with other institutions.
• “Paytm Fees” means applicable charges specified in Entity Detail Form attached hereto (or such other rate as may be revised by One97 from time to time under intimation to the Entity) plus applicable CGST, SGST, UTGST, IGST, compensation cess or any other indirect taxes including cess as may be applicable and payable by the Entity to One97 in consideration of availing of One97’s Services with respect of every Transaction undertaken by the Customer at the Entity POS, using Paytm Platform.
• “Paytm Postpaid” shall mean any credit facility extended to the customers by One97 or any partner institutions of One97.
• “Paytm Services”/ “Paytm Platform”/ “One97 Software”/ “One97 Services” means the payment collection services provided by Paytm to Entity in terms of this Agreement and shall include appropriate payment platform/wallet / aggregation of payment gateway facilities which shall also include payment mechanism through EDC Machine and any additional services/features/payment modes provided to Entity, developed or added or deployed by One97 (including but not limited to Paytm Postpaid, Paytm Voucher, Paytm Cash, etc.) for the purposes of enabling online collection of the payment for Transactions by the Customers through Paytm Checkout.
• “Paytm Voucher” shall mean gift vouchers issued by PPBL under PPI regulations of RBI and which can be utilised for payments on Paytm Platform, as determined by One97.
• “Paytm Wallet” shall mean a semi closed prepaid payment instrument issued by Paytm Payments Bank Ltd (PPBL), in accordance with the RBI Guidelines issued from time to time, which can be used by the Customer against the value stored on such instrument to purchase goods and services, including financial services at a group of clearly identified entity locations/establishments/POS which have a specific contract with PPBL and/or One97 to accept the payment instruments. For the avoidance of doubt, the value stored on such instruments represents the value paid for by the Customer at the time of issue/availing of Paytm Wallet or at the time of reloading ofthe said Wallet by the Customer. Further these instruments do not permit cash withdrawal of redemption by the Paytm Wallet holder.
• “Goods/Product” means a tangible commodity/ merchandise/ product manufactured, and/or services rendered, marketed, distributed or sold by Entity at Entity’s POS to Entity’s Customer(s).
• “RBI” shall mean the Reserve Bank of India.
• “ Refund Policy” shall mean a policy which lists down the charges that are required to be paid by Entity to One97 in the event of return, replacement, reverse pick up, loss and/or upgrade of EDC device provided by One97 to Entity more specifically stated in Annexure A.
• “Settlement” / “Settlement Amount” means the procedure pursuant to which the amounts are remitted to the Entity under this Agreement from the designated Nodal Bank Account in accordance with the Reserve Bank of India Guidelines.
• “Sound Box” meansa smart device that will act as a part of the Entity POS /EDC machine providing audio transaction updates to the Entity. The device will come with network connectivity through a SIM card and will have a speaker. Once the Customer makes the payment by scanning the QR code through Paytm application, the Sound Box will notify the Entity that the payment is completed successfully. Whenever the Entity accepts the payment by scanning (Static) QR code through POS/EDC Machine, the Sound Box will notify the Entity that the payment is completed successfully by announcing the amount loudly on a successful transaction.
• “Transaction” means every Customer Order in consideration of which the Customer makes the payment of Customer Charge through the valid Payment Instrument through the Paytm Platform and which is Authenticated and Authorised by the Facility Providers and that results in the Delivery by Entity to the Customer of the Product(s) / Services in respect of which the Customer Order was placed.
• “Transaction Amount” means the Customer Charge plus Convenience fees. However in case of MDR Fees, the Transaction Amount shall mean the Customer Charge inclusive of MDR Fees.
• “Transaction Discount Rate (TDR)” shall mean total commission earned by One97 exclusive of all taxes, per transaction for the services provided hereunder. TDR constitutes of Merchant Discount Rate (MDR) & Convenience Fee.
• “UPI” The Unified Payments Interface (UPI) offers architecture and a set of standard Application Programming Interface (API) specifications to facilitate online payments.
• “Valid Credit Card/Debit Card” means a Visa/MasterCard/American Express/Diners Club/JCB Credit Card / Debit Card provided by the Issuing Banks to the Customer for Customer’s Bank account held with such Issuing Banks or any other card acceptance facility provided by One97, the Facility Providers or the Participating Banks and which is not listed in Visa/MasterCard’s and other current warning bulletins.

 

SERVICES, CHARGES AND MODE OF PAYMENT IN RELATION TO PAYTM WALLET

• Entity shall permit the Customer to obtain authentication and authorization of payment through One97’s payment platform to make the payment of Transaction Amount by use of Paytm Wallet. Entity shall assign each Customer Order, a unique Customer Order number and shall request for authorization of Paytm Wallet of the Customer for the collection of the Transaction Amount by One97 on behalf of the Entity, in connection with relevant Customer Order, more specifically described in Schedule II hereto.
• Entity hereby authorises One97 to collect the entire Transaction Amount in relation to Customer Order on behalf of Entity through Paytm Wallet.
• The Transaction Amount paid by Customer using Paytm Wallet, and so collected by One97 on behalf of the Entity shall be deposited in One97’s Nodal Bank Account. Upon receipt of confirmation of receipt/recovery of the amount from the Customer Paytm Wallet, One97 shall electronically acknowledge the receipt of the amount so received. Upon receipt of such acknowledgement, Entity shall deliver the Products as per the Customer Order and shall provide the invoice to the Customer.
• The payments so collected on behalf of the Entity will be released from the Nodal Account by One97 to the bank account specified by Entity in Entity Detail Form within T+2 days (“T” here refers to the date of Transaction) after deduction of Paytm Fees as provided in Schedule VI attached hereto. Provided that in case T+2 day is not a Business day, then the payment same shall be made on the immediately following Business day. Entity hereby authorizes One97 to deduct Paytm Fees as applicable and/or any other amount(s) due by Entity to One97 from each payment received from the Customer before passing on the credit (net of Paytm Fees) to Entity. However, no interest shall be payable and One97 will not be liable for any delay if Settlement Amount is not paid within these target timeframes.
• One97 will raise invoice for its Paytm Fees on a monthly basis giving details of Transactions made by the Entity within seven (7) days of the previous month.
• Notwithstanding anything to contrary, Entity understands and confirms that any and all local levies or other charges levied by any central/state/local authorities wherever applicable shall be extra and Entity shall solely be liable for the same. 
• GST, as applicable on any charges/ payment under this Agreement either as fee, damages, financial charge on overdue amount, or otherwise, will be charged additionally by Paytm.
• Entity shall, on receipt of authorization by One97 of the payment in relation to the Customer Order, thereafter, fulfil its obligations of providing the Customer with the Product(s) as set out in the terms and conditions at Entity’s POS. Entity shall retain with it the records evidencing the delivery of the Product(s)/ rendering of Services (“Proof of Fulfilment”) as per its accounting practices.
• Notwithstanding any other clause in this Agreement, Entity shall make available the following facilities to all Customers:
• An option for the Customer to contact Entity and procure information relating to Customer Order(s) through an on-line help desk and / or a telephonic help desk.
• A suitable returns policy, as may be applicable, offering refund/replacement of the Product if the Customer is dissatisfied with the Product, due to reasons attributable to Entity. The returns/refunds policy, if any, must be clearly communicated to the Customer by the Entity.
• If the default or omission of the Entity results in One97’s inability to debit the Paytm Fees and other dues, an intimation / notice would be sent to the Entity and One97 shall be entitled, without prejudice to any other right or remedy it may have, to charge the Entity late payment interest at the rate of 2.5% per month or at the maximum rate permitted by law if lower, on all late payments from the date of the purchase in question until the actual date of payment.
• One97 shall intimate the Entity about any chargeback immediately upon receiving the intimation of chargeback from Customer. It is agreed by the Entity that the supporting documents in respect of a Customer chargeback including but not limited to Proof of Fulfilment will be provided by the Entity to One97 within four (4) days of intimation of such chargeback received from One97. In case of non-submission of the above said supporting documents within the timelines prescribed as above, the amount in respect of such Chargeback shall be debited from the account of the Entity by One97 and no claim of Entity shall be entertained in this respect.
• Entity agrees that if his chargebacks in any month exceed a limit of INR 50,000, One97 has the right to re-evaluate the Agreement terms and/or terminate the Agreement with immediate effect.
• Entity agrees and confirms that the Products shall, at all times, be marketed and/or distributed as the Products marketed / sold by Entity and shall take all necessary steps and/or precautions to ensure that the Products are not mistaken or misrepresented as being associated with, being sold by, marketed by or being offered for sale by One97. One97 shall be entitled to require and Entity will display at such prominent places in Entity POS such disclaimers as One97 may require in this regard.

 

SERVICES, CHARGES AND MODE OF PAYMENT IN RELATION TO PAYMENT GATEWAY (PG) AND OTHER SERVICES

SERVICES:

• Subject to and in accordance with the terms contained herein and in consideration of the payment of the Paytm Fees in terms of this Agreement, One97 shall provide to the Entity, based on the requirements of the Entity facility to accept the payments made by a valid Payment Instrument for a Transaction at the Entity’s POS by allowing the Entity to integrate the Entity’s POS with the Paytm Platform.
• One97 has agreed to provide and Entity has agreed to accept Paytm Services with regard to EDC Machines at Entity’s POS/ Outlet on the terms and conditions as provided in Schedule III of this Agreement.
• One97 has signed up agreements with various banks/ financial institutions i.e., Participating Banks and is in the process of signing up agreements with more banks and companies offering payment gateway facilities, Participating Bank services and Net banking Services as well as third party service providers i.e., Facility Providers and have arrangement with all of them for accepting instructions from the Customers of the Entity through the internet/mobile/EDC Machines or other channels, in respect of payments to be made by the Customers to the Entity for purchase of Goods and/or Services and accordingly transfer funds from the Customer’s bank account to theOne97’s Nodal Bank Account.
• The Participating Banks and Facility Providers offer various facilities to One97, which facilities and services includes Net Banking Facilities, Internet Payment Gateway facilities, internet based electronic commerce and providing authorization (from third party clearing house networks) and settlement facilities in respect of payment instructions initiated by the Entity’s Customers on the Entity’s website/Entity POS.
• One97, through its Paytm Platform, will enable the Entity to link up with various payment gateways and Participating Banks so as to enable the Entity’s Customers to pay for the Transaction Amount through the Entity’s website/ Entity POS.
• One97 shall provide services to Entity only to the extent of payment facilitator, enabler of payment platform. At no point of time, ownership/liabilities of the Goods / Services sold by Entity through the Entity POSs/ Entity website shall be transferred to One97.
• Entity understands that in order to avail the Paytm Platform Services and Participating Banks Services, the Entity must be approved by and registered with One97, the Participating Bank and Nodal Bank. Any undertaking with respect to the Paytm Platform Services under this Agreement shall be subject to One97’s, the Participating Bank’s and Nodal Bank’s approval and completion of the registration process. The Entity shall provide One97 with all such documents as required by One97 to register the Entity with One97, the Participating Bank and Nodal Bank. The Entity further understands and acknowledges that One97, the Participating Bank and Nodal Bank have the right to withdraw their approval/consent at any time prior to or after commencement of the Paytm Platform Services.
• Entity hereby directs and authorizes One97 to receive, hold, disburse and settle the Customer Charge / Settlement Amount in accordance with and subject to the provisions of this Agreement.
• Both Parties shall work together to link the Paytm Platform with the Entity Point of Sale (POS)/software/website, for the purpose of connecting the Entity POS/website with the Internet Payment Gateway. The Entity agrees to be responsible at its own costs and for providing and maintaining all necessary equipment, software and facilities at its end so as to connect the Entity POS/software/website to the Paytm Platform. Each Party shall cooperate with the other Party and render assistance to it for connecting the respective s of the Parties.
• For security during transmission of data in the course of providing services to the Customers, both Parties shall mutually work upon developing and implementing various mechanisms.
• The Entity shall take all such precautions and measures as may be directed by One97 to ensure that there is no breach of security and the integrity of the link between the Entity POS/website and the Internet Payment Gateway (“Link”). The Entity shall ensure that all Customers upon accessing the Link are properly directed to the Internet Payment Gateway. The Entity shall ensure that there are proper encryption and robust security measures to prevent any hacking into the information of the Customers and other data. In addition to the above, the Entity shall also comply with security practices and procedures as prescribed in the Information Technology Act, 2000 and the rules made thereunder and/or the RBI rules and Regulations. Any loss incurred to the Entity, One97 or the Participating Banks as a result of the Link being breached due to improper security on the part of the Entity, its employees, contractors, agents, etc. and/or on the Entity website/Entity POS, shall be borne solely by the Entity and the Entity agrees to indemnify, defend and hold harmless One97 and the Participating Banks from any claims, actions, damages or losses arising out or in relation thereto.
• The Entity shall permit the Customer to obtain Authentication (wherever applicable) and Authorization of payment through One97. The Entity shall give each Customer Order, a specific Customer Order number and shall request for Authorization of charge for the amount due under the relevant Customer Order number.
• One97 shall be entitled and the Entity hereby authorizes One97 to deduct One97 Service Charges and all other amounts due by the Entity to One97 from each payment received from the Customer before passing on the credit (net of One97 Service Charges and all other amounts due) to the Entity.
• Entity hereby authorises One97 to collect the entire transaction money on behalf of Entity in its specified account.The money so collected by debiting the customers Bank account / Credit Card / Debit Card shall be deposited in One97’s Nodal Bank Account and the transaction money collected on behalf of Entity shall be paid out to the Entity from the said bank account in T+2 working days (where “T” represents the Date on which One97 receives Transaction Amount from the bank) as per the RBI guidelines for online payments, after deducting One97 Service Charges as detailed in the Schedule VI and all other amounts due by the Entity to One97 from each payment received from the Customer. However, no interest shall be payable and One97 will not liable for any delay if the Settlement Amount is not paid within the targeted timeframes. One97 will raise invoice as per the provisions of GST Act 2017 for its Service Charges on a monthly basis giving details of sales made by the Entity within 07 days of the previous month. It is clarified that transaction date shall mean the date on transaction has been executed on Entity POS/website.
• The money so collected by debiting Customers Payment Instrument shall remain in One97’s Nodal Bank Account In case of receipt of confirmation of delivery of the Goods as per the specifications mentioned in the Order by the Buyer, the payments will be released from the Nodal Bank Account to the bank account specified by the Entity within T+2 working days (where “T” represents the Transaction Date) as per the RBI guidelines
• If the default or omission of the Entity results in One97’s inability to debit the One97 Charges and other dues, an intimation / notice would be sent to the Entity and One97 shall be entitled, without prejudice to any other right or remedy it may have, to charge the Entity late payment interest at the rate of 2.5% per month or at the maximum rate permitted by law if lower, on all late payments from the date of the purchase in question until the actual date of payment.
• Prices to be charged by Entity shall be inclusive of all taxes and delivery charges and shall be uniform to all Customers. Entity shall display base value of the Goods & Services separately from the tax to be charged from its Customers In case of any difference in prices due to shipping or any other charges, the same shall be made explicit to the Customer.

 

AUTHENTICATION AND AUTHORISATION OF TRANSACTION

• Facility Providers will authenticate, authorize, and process the payment instructions given by the Customers through Paytm Platform in respect of the Transactions upon fulfilment of valid criteria as set forth by the Issuing Banks and the Card Associations from time to time and accordingly transfer such approved Transaction Amount from the Customer valid Payment Instrument to the Nodal Bank Account.
• Entity understands that Facility Providers and/or Card Association may reject authorization of Transaction placed by the Customer for any reason including but not limited to risk management, suspicion of fraudulent, illegal or doubtful Transactions, selling of prohibited items, use of compromised valid cards, use of blacklisted/banned cards or in accordance with the RBI, Facility Providers and/or Card Association rules, guidelines, regulations, etc. and any other laws, rules, regulations, guidelines in force in India, etc.
• Entity acknowledges that as a risk management tool, One97 and/or the Facility Providers reserve the right to limit or restrict transaction size, amount and/or monthly volume at any time. For the purpose of clarity such limitations or restrictions may be imposed for the following reasons including but not limited to limits/restrictions on the number of purchases which may be charged on an individual valid card or Net Banking Facilities/account during any time period, rejection of payments from Customers with a prior history of questionable charges, unusual monetary value of Transaction, etc. Further, as a security measure, One97 may at its sole discretion block any card number, account numbers, 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 wishes to undertake.

 

CHARGEBACK

• The Entity agrees that payment made in respect of any Order, which proves to be uncollectible from the Customer and/or in respect of which the Issuing Bank raises a claim on One97 or the Facility Providers or the Participating Banks, shall be the financial responsibility of the Entity and it shall be payable entirely by the Entity to One97, Facility Providers or Participating Banks, as the case may be. The Entity agrees to the non-payment of such Order or the charging back of such uncollectible charge as the case may be without any demur or protest, dispute or delay by One97.
• Without prejudice to the aforesaid provisions, the following payments shall be deemed to be uncollectible:

• Any payments involving the alleged forgery of the Customer’s Card Number and PIN, or that of the Card Number, Card Expiry date, Customer Name, Transaction amount, etc. of whatsoever nature. In such an event, One97, the Facility Providers and the Participating Banks shall not be required to check the veracity of any alleged fraud and shall be entitled to rely upon the allegation made by the Customer.
• Any payment, which the Customer refuses to honour or demands a refund of because the Product/services purchased from the Entity was not as they were promised or were defective, deficient, incomplete and/or unsatisfactory for any reason whatsoever.
• Any charge/debit, which is a suspect charge.
• Any charge/debit made on a card other than a valid card.
• Any charge/debit for merchandise or services in an amount in excess of the Price.
• Any charge/debit for undelivered merchandise or services.
• Any charge / debit arising out of any alleged hacking, breach of security or encryption (if any) that may be utilised by One97, the Facility Providers and the Participating Banks from time to time.

• The Entity hereby authorises One97 to appropriate the Entity’s current balance amounts with One97 to the extent of the aforesaid uncollectible amounts and any other moneys due to One97 by the Entity in terms of this Agreement in respect of a Customer Charge without any demur, protest, dispute or delay. If there is insufficient funds available therein; the Entity shall on receipt of the e-mail from One97 and/ or claim from One97 undertakes forthwith without any demur, protest, dispute or delay, to pay to One97, the amount of the dispute / refund to the extent to which such funds proves inadequate. Without prejudice to any other of One97’s rights and remedies, in the event that the Entity does not make any payment to One97 by its due date or on demand as required under this Agreement, One97 shall be entitled to charge daily interest on such overdue amount from the due date of demand (as the case may be) until the date of payment in full, at the rate of 2.5% per month.
• One97 shall intimate the Entity about any chargeback immediately upon receiving the intimation from the Bank/concerned authorities. It is agreed by the Entity that the supporting documents in respect of a customer chargeback including but not limited to proof of delivery of Goods/services will be provided by the Entity to One97 within 4 days of intimation of such chargeback received from One97 or within the time line as provided by the bank/concerned authorities whichever is earlier. In case of non-submission of the above said supporting documents within the timelines prescribes as above, the amount in respect of such charge back shall be debited from the account of the Entity by One97 and no claim of Entity shall be entertained in this respect. In case required the Entity shall share this information directly with the bank.
• Entity agrees that if his chargeback’s in any month crosses 0.3% of total transaction value of that month then:

• Entity will submit Bank Guarantee equivalent to 4 times of the highest monthly transaction value processed till date.
• One97 will retain an amount equal to the value of charge backs intimated by bank from the amount payable to the Entity, this amount will be released either in case chargeback is settled in favour of the Entity or on expiry of 6 months from the date of chargeback as the case may be ; and
• In case the total transaction value in a month exceeds the Bank Guarantee value, we will retain such % of the transaction value above Bank Guarantee value which is based on average % age of chargeback’s till date, this amount will be released on expiry of 6 months.

• In the event of termination of the Agreement, taking into consideration the track record in terms of incidences of chargeback during the tenure of the Agreement and/or the circumstances of termination of the Agreement:
• Both Parties shall mutually agree upon the amount that One97 shall be entitled to withhold from out of the settlement amounts payable to the Entity in terms of this Agreement to facilitate the settlement and resolution of any chargeback related issues arising out of any Transactions done under this Agreement. 
• These amounts shall be withheld for such period as may be then prevailing in respect of the time-period allowed to Customers for initiating a chargeback under the Card Association guidelines or the Reserve Bank of India for resolution of such disputes.
• International Cards:

• All liabilities arising from any Chargebacks shall be to the account of Entity.
• Entity agrees that all Transactions may be subject to a Chargeback.
• The Entity acknowledges and agrees that if a payment is made by Customers throughinternational cards against the Transaction, for which the Authorizing Bank/Customer raises a Chargeback claim on One97, One97 shall deduct the equal amount of said claim from the payable amount to the Entity due on the date of receipt of said Chargeback and shall also demand the necessary documents as may be required by Authorizing Bank for evidencing the fulfillment and/or delivery of Product/Service by the Entity. Once the required documents are provided by the Entity to One97, One97 shall submit the same to Authorizing Bank for scrutinisation, post which the decision of the Authorizing Bank shall be final and binding. Entity further agrees that it shall not raise any concern towards the non-payment of the amount with respect to such Order for which Chargeback claim has been raised by the respective Authorizing Bank/Customer, as the case may be. The Entity hereby authorizes One97 to debit the Entity’s bank account to the extent of the aforesaid uncollectable amounts only. Any payment, which the Customer refuses to honor or demands a refund of because the Goods/Services Valid Card.
• For all international card transactions, following needs to be submitted by the merchants upon request (to contest disputes/Chargebacks/or internal review):

• Proper invoice with details of services needs to be maintained.
• Customer’s signature for availing the services should be received in that invoice copy.
• Photo ID proof of customer should be maintained.
• VISA Copy or Passport copy establishing customer’s stay in India at the date of transaction needs to be maintained.

• It is agreed by the Entity that the supporting documents in respect of a customer chargeback including but not limited to proof of delivery of goods.
• These amounts shall be withheld for such period as may be then prevailing in respect of the time-period allowed to Customers for initiating a Chargeback under the Card Association guidelines or the Reserve Bank of India for resolution of such disputes.

 

CONSIDERATION

• In consideration of the Paytm Services, Entity hereby authorizes One97 to collect the Transaction Amount which shall comprise of (a) the Convenience fee and/or MDR (at the rates mentioned herein) from the Customers/Subscriber and the applicable Goods & Service tax along with (b) the Customer Charge. 
• One97 shall retain the MDR/Convenience fee so collected before passing on the credit of the Customer Charge to Entity (net of Convenience /MDR fee and all other amounts due and recoverable in the normal course of business from the Entity).
• Entity agrees, acknowledges and understands that MDR shall be deducted by One97 from the Transaction Amount payable to the Entity in respect of each completed Transaction. One97 reserves the right to revise the MDR and/or Convenience fees periodically, and One97 will intimate (either by email/ or in writing) to the Entity of any such change within reasonable time before making the said changes effective.
• It is hereby agreed and acknowledged by the Parties that the Paytm Fees (MDR and / or Convenience fees)charged by One97 shall not be refunded or repaid by One97 to the Entity or any other person irrespective of the Transaction Amount being rejected, chargeback, refunded or disputed.
• One97 shall collect Paytm Fees i.e., MDR from the Transaction Amount and/or Convenience fees from the Customers at the rates indicated in Schedule VI. The said Paytm Fees set forth in Schedule VI are based on the assumptions and agreed upon operating processes. If the Entity significantly alters its methods of doing business/ line of business/ Entity POS, One97 may revise the Paytm Fees as mutually agreed acceptable fee.
• The MDR / Convenience fee is exclusive of all applicable taxes including (GST), governmental charges, levies, duties etc. All payment to the Entity under this Agreement shall be subject to applicable withholding tax laws.
• Entity shall bear and be responsible and liable for the payment of all relevant taxes including GST, duties, levies, cess, surcharge or any other charges in relation to the Service availed by its Customer under this Agreement.
• One97 may demand an appropriate amount of Usage Deposit/bank guarantee during the term of this Agreement depending upon the risk assessment by One97/Facility Provider in relation to the product/services provided by the Entity by way of this Agreement. Entity also confirm and agree that it shall submit the said Usage Deposit amount/bank guarantee without any demur and delay within 7 days from the date of intimation by One97.Entity also agrees that the Usage Deposit/bank guarantee shall be forfeited by One97 at its sole discretion in the event of any breach of the terms & conditions of this Agreement and also in case of breach of additional obligations of the Entity mentioned under the undertaking agreed by the Entity.
• However, One97 shall refund/discharge the Usage Deposit amount/bank guarantee in accordance with the terms and conditions mentioned in Clause 7 Schedule III on the basis of risk assessment report only.

• NON-EXCLUSIVE: This Agreement is entered into a non-exclusive Agreement for both the Parties. Either Party is at a liberty to enter into similar agreements with any third party.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PARTIES

• Either party hereby undertakes, affirms and agrees that:

• It is in good standing and that it has fullauthority to enter in to this Agreement and has obtained the necessary approvals, GST registration certificate as per the applicable law, to perform its obligation shereunder according to the terms hereof.
• Entity shall provide its GST number (GSTIN) along with GST registration certificate to One97 at the time of execution of this Agreement for the purpose of deduction and filing of Tax Collected Source (TCS), GST returns etc., before the relevant authority. Providing GSTIN shall be exempted only, where specifically exempted under the GST Act subject to Entity furnishing a declaration to this effect as prescribed under the GST Act.
• It shall take adequate precautions not to breach the privacy of the Customers during the course of performance of its obligations herein.
• This Agreement, entered into has been duly authorised by all necessary authorisation proceedings, has been duly and validly executed and delivered, and is a legal, valid, binding and enforceable obligation in accordance with the terms hereof; and that the executants of this Agreement are duly empowered and authorised to execute this Agreement and to perform all its obligations in accordance with the terms herein.
• Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, or the fulfilment of or compliance with the terms and conditions of this Agreement, conflict with or result in a breach of or a default under any of the terms, conditions or provisions of any legal restriction(including, without limitation, any judgment, order, injunction, decree or ruling of any court or governmental authority, oranycentral,state,localorother law, statute, rule or regulation) or any covenant or agreement or instrument to which either party is a party, orby which the either party or any of the property ofthe either partyisbound, nor does such execution, delivery, consummation or compliance violate or resultinthe violation of its constitutional documents.
• Either Party shall comply with all applicable laws including but not limited to Anti-Bribery & Corruption Laws and effectively implement all the provisions of Prevention of Money Laundering Act 2002, Reserve Bank of India (“RBI”), and all enactments or any other statutory, regulatory, legislative or governmental or any other similar authority.
• Both Party shall at all times implement adequate procedures designed to prevent it or any associated Person from engaging in any activity which would constitute an offence under the Applicable Anti-Bribery Law.
• Both Party represents that, in connection with this Agreement, no improper financial or other advantage has been, will be or is agreed to be given to any person by or on behalf of Other Party or its Associated Persons.
• Breach of any of the provisions in this clause or of any Applicable Anti-Bribery Law is a material breach of this Agreement for the purpose of Termination and, without prejudice to any other right, relief or remedy, entitles to terminate this Agreement immediately.
• For the purpose of the foregoing provision, Applicable Anti-Bribery Law means any bribery, fraud, kickback, or other similar anti-corruption law or regulation.
• For the purpose of the foregoingprovision, associated person means in relation to both parties, a person who (by reference to all the relevant circumstances) performs services for or on behalf of that party in any capacity and including, without limitation, employees, agents, subsidiaries, representatives and subcontractors.
• Entity hereby agrees and accept that during the term of the Agreement additional services/features/payment modes shall be developed or added or deployed by One97, Participating banks, Facility Providers, financial institutions and Entity shall abide by all applicable terms and conditions applicable for such additional services/features/payment modes. Entity shall also comply with applicable laws, rules and regulations issued by RBI, banking institutions or any other appropriate authority for availing the One97 Services.

 

INTELLECTUAL PROPERTY AND TRADEMARKS

• Each Party shall own all intellectual property rights in respect of their respective web sites and other services, including any literature, manuals, reports, research papers, data, flow charts, drawings, designs, diagrams, tables, software, source code or object code or other information or materials in whatever form and on whatever media stored or held, acquired, created, developed, designed or otherwise prepared by the respective Party and any related patents, trademarks, logos and service marks, registered designs, utility models or applications for any of the foregoing.Design rights, copyrights and all or any similar or equivalent rights arising or subsisting in any country in the world shall be owned by such Party and all or any part thereof shall belong to such Party absolutely.
• Except as expressly set out in this Agreement no assignment of or license under any Intellectual Property Right or Trade Mark or Service Mark, whether registered or not, owned or controlled by a Party is granted to the other by this Agreement.
• No Party may, under any circumstances, seek to register any trademark, business name, business processes, inventions, company name, domain name using or incorporating the Intellectual Property of the other Party and each Party acknowledges that upon expiry or termination of this agreement, it shall have no right whatsoever in connection with the Intellectual Property of the other Party.
• Entity may, at its sole discretion, market, promote, advertise, and inform the Customers and general public of the payment collection services provided herein.Any such activity shall prominently display a statement/logo/image provided by One97. 
• This Clause shall survive the termination or expiry of this Agreement.

 

FRAUDULENT TRANSACTIONS

• If there are reasonable grounds to suspect that a Transaction conducted has been conducted in breach of this Agreement or as a fraudulent transaction, against the Participating Banks or any Customer, One97 shall be entitled to suspend / withhold the payments of such Transaction(s), pending enquiries by the Participating Bank and resolution of such issues. Provided further that:

• If settlement has already been made to the Entity for a fraudulent or disputed transaction, the resolution for the same shall be done in accordance with the applicable guidelines laid down by the Card Associations or Reserve Bank of India if any for resolution of such disputes.
• If the resolution of the fraudulent or disputed transaction, results in a Chargeback of such Transaction, the Transaction Amount shall be adjusted from the settlement amount due to and being remitted to the Entity, in the manner provided in this Agreement.
• If there are insufficient funds available for such recovery, One97 shall make a claim on the Entity for such Transaction Amount; which, the Entity on receipt of the claim from One97 undertakes to pay to One97 with two (2) days of the receipt of the claim from One97.

 

DATA, SYSTEM SECURITY AND COMPLIANCES

• Neither Party shall, without the prior written consent of the other Party, disclose the Customer Billing Informationor any information whatsoever that it gets access to under this Agreement relating to any Transactions,to any other person or otherwise use any information acquired by it other than for the purposes of this Agreement.Provided however that any information required to be disclosed by any order of a court or regulatory authority or any law enforcement agency or of competent jurisdiction may be disclosed to such court or regulatory authority to the extent specified in the order.
• Both Parties shall ensure that there are proper encryption and security measures at their respective billing software(s) to prevent any hacking into information pertaining to transactions contemplated under this Agreement.The Entity accepts all liabilities with respect to any compromise or unauthorized use or disclosure or access to said information.
• Parties have agreed, while transactions is under process and at the stage of verifying/authentication, Entity shall cooperate and promptly reply to the issues raised by One97 for confirmation related to customer order prices, charges and fulfilment thereof which are offered through the Entity’s POS. In the event of any loss being caused as a result of breach of the above, the loss shall be to the account of the Entity only and Entity shall also indemnify One97 from any loss/damages arising out of any claim by any party including Entity, Participating Banks, Facility Provider, etc.
• In availing the bill/premium collection and the settlement service, the Parties declare, assure and undertake to abide by the relevant security standards/ regulations/ requirements/guidelines which would be applicable to the conduct of the transactions contemplated under this Agreement, including, without limitation (a) regulatory provisions as may be applicable from time to time, (b) security measures and resultant hardware/ software upgrade consequent upon upgrade ofsystems and procedures with a view to ensuring security of transactions and (c) maintenance, protection, confidentiality and such other requirements with respect to transaction as may be imposed by any regulatory or standards authority including pursuant to PCI-DSS, as applicable, and any modifications to or replacements of such programs that may occur from time to time.
• In processing the transactions, One97 shall be entitled to rely upon all electronic communications, orders or messages sent to One97 and One97 shall not be obliged to verify or make further inquiry into the identity of the sender, or the message integrity, of any communications, orders or messages. The Entity shall in no circumstance dispute such reliance by One97.Provided that if One97 were to employ any security measures, One97 shall not be bound by or obliged to act on any electronic communications, orders or messages received on-line from the Entity or the Customer which do not properly utilize One97’s security measures as may be applicable from time to time.

 

ENTITY COVENANTS: Entity hereby declares, assures, undertakes and covenants as under:

• The Entity shall have the marketable and legal right and title to sell Products offered by it to the Customers by using Paytm Wallet/ Paytm Services. The Entity shall be solely liable for quality, efficiency and merchantability of the Products.
• The Entity shall be solely responsible for the accuracy of all information and/or validity of the charges/prices and and/or other information relating to the Products or Customer Order and fulfillment of Customer Order offered through Entity’ POS. Further the rates provided/informed to the Customer shall include all applicable taxes or specifically indicate the amount of taxes applicable separately.
• The Entity shall ensure to keep confidential, all information submitted by the Customers on the Point of Sale in accordance with the provisions of applicable law.
• The Entity shall comply with all applicable laws, rules and regulations in offering the Products or charging Transaction Amount on its POS.
• The Entity shall not conduct any business through the Paytm Wallet/ Paytm Services or offer Products thereof in violation of any applicable law or legal requirement of any jurisdiction where it carries out operations and shall keep One97 fully indemnified for any loss resulting to One97 from such violation by the Entity.
• The Entity shall not offer any Products, which are illegal or offensive or banned as per the list provided in Schedule I and/or are not in compliance with applicable laws, rules and regulations whether central, state or local jurisdiction from where the Customers avail the Products. In addition, the Entity shall comply with all applicable guidelines, rules, regulations issued by RBI and guidelines set by One97. The Entity agrees and understands that One97 reserves the right to suspend the settlement of Transaction Amount and/or Paytm Wallet and/or Paytm Services to the Entity until such time that the Entity does not discontinue selling such banned/illegal Products or does not conform to all applicable laws and regulations in force from time to time. In addition, One97 reserves the right to terminate this Agreement without further notice in the case of breach of this Clause.
• The Entity shall ensure that applicable appropriate cancellation policy, refund policy, , if any,pertaining to the Products provided by the Entity and terms of paying the Transaction Amount are informed to the Customer (collectively “Entity Terms and Conditions”). The Entity shall prior to accepting any instructions from the Customers ensure that the Customer is informed about all the relevant Entity Terms and Conditions. One97 reserves the right to inspect the Entity Terms and Conditions at any times and the Entity agrees that the Transaction will be a strictly bipartite contract between the Entity and the Customer.
• The Entity is solely responsible for all Customer service issues relating to the Transaction, Products including but not limited to Transaction Amount, order fulfillment and delivery, order cancellation, returns, refunds and adjustments, rebates, functionality and warranty, technical support and feedback concerning experiences with its personnel, policies or processes. In performing service, the Entity will always present itself as a separate entity from One97. Under no circumstances shall One97 be responsible for Customer support to the Customer or any third party.
• Intellectual Property Rights: Each Party shall own all intellectual property rights in respect of inter alia its own brand name, logo, wordmark, trademark, service marks design rights, copyrights and all or any similar or equivalent rights arising or subsisting in any country in the world shall be owned by such Party owning it and all or any part thereof shall belong to such Party owing it absolutely.
• The Entity hereby grants One97 the right to use, display and reproduce its name, brand name, logo, wordmark, trademark, service marks (“Marks”) on a non-exclusive, royalty-free basis, solely in connection with the sales, marketing and advertising One97 Paytm Platform Services provided to the Entity, to the public. The Entity hereby release One97 from all liability relating to the publication or use of the Marks for such purpose. The Entity hereby confirms that the Entity has the requisite right to use the said Marks and to grant permission to use as stated herein.
• One97 hereby authorizes the use of statement/logo/marks/image provided by One97 relating to Paytm Wallet on the POS on a non-exclusive, royalty-free basis, solely in connection with the One97 Paytm Services as contemplated under this Agreement, to the Entity. The Entity must only use the logos/marks/images provided by One97 and no other to indicate the availability of Paytm Wallet to the Customers.
• Nothing contained herein shall authorize the Parties to use, apply, invade or in any manner exploit or infringe the intellectual property rights of the other Parties without the prior written consent of the other Party, and the usage shall be in compliance with this Agreement and such approval and policies as may be notified from time to time. In addition, the Parties undertake not to infringe the intellectual property rights of any third party.
• Entity shall as soon as practicable upon a request from One97 from time to time furnish true, accurate, and complete details, copies of documents (whether or not in electronic form) or information relating to the Entity, records relating to the Transaction and such other information as One97 may require and to co-operate with all the requirements of the Reserve Bank of India or any other competent law enforcement agency.
• Entity hereby confirms and declares that it is not a related party under the meaning of the Companies Act,2013 and any rules thereto and undertakes to disclose the same forthwith to One97 in the event if becomes a related party.
• While providing the said Paytm Services, One97 acts only as Intermediary/ payment aggregator/enabler/ facilitator of payment platform by:

• connecting the Entity and the Customer to enter into Transaction and/or enable the Customer to make online payment of Transaction Amount.
• integrating the Entity POS with the payment systems of various Facility Providers for enabling the Customer of the Entity to make the payment of the Transaction Amount using Internet Payment Gateway.

• Parties agree that during the Term of the Agreement additional services/features/payment modes shall be developed or added or deployed by One97, Participating Banks, Facility Providers, financial institutions in pursuance of sector advancement or any other development/requirement by governmental authority to facilitate the online collection of the payments from the Customers through Paytm Checkout. For the Entity to use any additional features/payment modes not provided herein, the Entity shall comply with the terms and conditions applicable for such features/payment modes.
• The Entity further declares, assures, undertakes and covenants as under:

• Entity shall be solely responsible to provide/renew/activate/subscribe the respective Services to the Customer in respect of which the payment of Transaction Amount has been made by the Customer through the Paytm Platform.
• The Entity shall prior to accepting any instructions from the Customer at the EntityPOS ensure that the Customers are duly registered with the Entity and appropriate agreements, if any required, have been executed with the Customer in accordance with the requirements of applicable law and regulations and/or the Customers accepts all the Entity Terms and Conditions.One97 reserves the right to inspect the Entity Terms and Conditions at any times. The Entity agrees to put up such notices, disclaimers or warranties as may be required by One97/Participating Banks/ Facility Providers/Card Associations and the Entity shall comply with such request forthwith.
• The Entity shall carry out all verifications for the Customer as may be required on an independent basis.
• In the event that the Entity provides EMI options to the Customers, the Entity shall endeavour to deliver the Product or render the Services after the approval of the EMI option from the Issuing Institution providing the EMI option through One97. One97 shall not be liable to the Entity or the Customer for any dispute arising with respect to rejection of EMI option to a Customer after a Transaction has been confirmed, irrespective of the Settlement Amount being in the Nodal Bank or already transferred to the Entity’s Bank Account. The Customer shall raise such dispute directly with the Issuing Institution.
• The Entity hereby agrees that it shall bear and be responsible for the payment of all relevant taxes (including GST), surcharge, levies etc. in relation to the Customer Charge and TDR provided under this Agreement.
• Without prejudice to the generality of the aforesaid, the Entity shall ensure that its Site has an appropriate privacy statement related to its business, which statement clearly provides that the Entity shall ensure that the privacy of the Customer is protected and no information given by the Customer shall be utilized in any manner whatsoever which could directly or indirectly result in any harm to the Customer or which would constitute a breach of privacy.
• The Entity shall, thereafter, fulfill its obligations in respect of the Customer Order in accordance with the terms and conditions agreed to by and between the Customer and the Entity. In the event of any dispute between the Entity and the Customer whether in relation to any deficient, improper or incomplete fulfilment of the Customer Order/Service provided by the Entity or otherwise, One97, Acquiring Bank and Facility Providers shall not be made a party to any litigation, arbitration or other proceeding instituted in respect of such disputes.The Entity shall take all necessary steps and/or precautions to ensure that the fulfillment of the Customer Order/Services offered by it on the EntityPOSor otherwise are not mistaken or misrepresented as being associated with, being offered by the One97, Acquiring Bank, Facility Providers.
• The Entity shall take all precautions as may be feasible or as may be directed by the One97/Participating Banks/ Facility Providers to ensure that there is no breach of security and that the integrity of the Link between the Entity Website, One97/Paytm Platform and the Internet Payment Gateway is maintained at all times during the term of this Agreement.In the event of any loss being caused as a result of the Link being breached or as a consequence of the link being improper or being in violation of the provisions of this Clause, the loss shall be to the account of the Entity and the Entity shall indemnify and keep indemnified One97 from any loss as may be caused in this regard.
• The Entity shall (whether on-line or otherwise) (a) Not describe itself as agent or representative of the One97/Participating Banks/ Facility Providers or Card Associations;(b) Not make any representations to Customer or any third party or to give any warranties which may require the Participating Banks or Card Associations to undertake to or be liable for, whether directly or indirectly, any obligation and/or responsibility to Customer or any third party and (c) Comply and update itself with the guidelines, regulations, procedures and amendments issued by any government, quasi government, statutory authority, Card Associations or any other institution regulating card business which may have an effect on this Agreement or any Card transactions
• The Entity shall not use Services and facilities in any manner or in furtherance of any activity, which constitutes a violation of any law or regulation or which may cause the Participating Banks, Card Associations or One97 to be subject to investigation, prosecution or legal action. The Entity shall use the information regarding a Customer conveyed to the Entity by the One97/Participating Banks/ Facility Providers only for the purpose of completing the transactions for which it was furnished, and not to sell or otherwise furnish such information to others unless the Entity has an independent source of such information or obtains the express consent of such Customer.
• In relation to the Internet Payment Gateway services, One97 shall be entitled to prohibit the display of any material/content on the Entity Website if the act or manner of such display is contrary to any applicable law, regulation, government policy, order or guideline or which is misrepresentative of the services of the One97/Participating Bank/Facility Providers/Card Associations, in the sole and exclusive opinion of One97. One97/Participating Bank/Facility Providers/Card Associations shall be entitled to require the Entity to add to the Entity POS such disclaimers, warranties and indemnities as may be required from time to time, in respect of the Services. In this regard, the Entity shall render the necessary modifications at the Entity POS, so requested within seven days of such request being intimated to it.
• Entity agrees to take on the risk associated with the transaction with respect to any losses incurred due to Customer repudiation, revocation etc. In the event of any Customer complaining of any deficiency in Service, Entity shall take such measures as may be required to rectify the same.
• The Entity shall endeavour to provide the Customer with a facility on the Entity POS, to enable the Customer to query the status of Customer Orders placed. The Entity shall provide the Customer with an e-mail service / help-line phone numbers for interacting with the Entity for any questions, requests, cancellations, etc. In no event shall the Entity respond to a Customer query later than 72 hours after its receipt.
• If One97 requires the Proof of Fulfillment for any purpose whatsoever, the Entity shall forward the physical and/or electronic Proof of Fulfillment as required, in such manner as may have been previously agreed, within 15 days from the receipt of communication from One97 about the same or such shorter period as intimated by One97. The Entity warrants that any proof / intimation of dispatch of such Proof of Fulfillment provided will be authentic, whether electronic or otherwise. Provided that, if One97 so requires, the physical proof of dispatch of the Proof of Fulfillment of the Product shall be made available in original in to One97.
• In the event of One97 finding that there is any breach in this regard, One97 shall assess the effect of such breach. If, in the opinion of One97, One97 is unable to continue with the relationship under this Agreement, One97 may, forthwith, terminate this Agreement. In the event of such a breach in the view of One97 being rectifiable, One97 may require the Entity to change the content of its Website and the Entity shall accordingly modify the content thereof within such period as One97 may stipulate.
• Entity shall duly intimate One97 of its change of ownership or legal status or its cessation of business or change in the Principal place of business.
• Entity will at all times, display the logo and other such trademarks of One97 that may be mutually agreed on their website, to indicate the availability of One97‘s service to their Customers.
• Furnish One97/Bank forthwith upon request from time to time, the original copy/copies of proof of transactions, invoices or other records of Entity’s pertaining to any order placed by the Customers on the Site/mobile banking application. Entity shall retain all such records for a period of 10 years from the relevant date of the order placed on the Site/mobile banking application. One97 and/or Bank and/or the Reserve Bank of India shall be entitled to inspect the records and other data including those relating to the orders placed on the Site/mobile banking application at any time with Entity’s whatsoever and with prior written notice of at least 3 days. This clause shall survive termination of this Agreement.
• Each Party shall co-operate with the other Party and render assistance to the other Party in integration of API or such other information in such manner as may be mutually agreed to by the Parties with One97’s Platform for the purpose of enabling One97 to collect the payment on behalf of the Entity from the Customer in terms of this Agreement.
• The total Transaction Amount in respect of the Transactions is collected into designated Nodal Bank Account (in case of payment received via Net Banking, Credit card, Debit Card, International Card, Paytm Wallet, or such other mode of payments/features/services which shall be developed/added and/or deployed by One97 (including but not limited to Paytm Postpaid, Paytm Voucher, Paytm Cash, etc.), Participating Banks, Facility Providers or financial institutions, etc.) in the manner prescribed from time to time by the Reserve Bank of India (“RBI”).
• Remittance/Settlement of monies in respect of the Transactions to the Entity shall be done by One97 in the normal course of business in the manner more specifically provided in the respective Schedules attached hereto.
• One97 will provide to the Entity the settlement information that will enable the Entity to reconcile (a) the amount due to the Entity in respect of the Transactions (b) amount of service charges (c) information of chargeback and any other amounts, charges, levies, costs, etc. due and recoverable from the Entity (d) any offsets and such other additional information required for the Entity to identify and reconcile the Transactions.
• Entity hereby undertakes and acknowledges to preserve all relevant documents and records for a period of Ten (10) years from the date of the Transaction.
• Entity hereby agrees and undertakes the following:

• Entity shall abide by, comply with and be bound by all the rules and procedures as applicable and in existence or in force from time to time and any modification through any circular, order, direction, notice, instruction issued and in force from time to time by NPCI or Regulator.
• One97 and/or NPCI/RBI shall be entitled to conduct audits on the Entity whether by its internal or external auditors or by agents appointed to act on its behalf and Entity shall comply with such audit requirement as may be framed for the purpose of such audit.
• Entity shall adhere to all relevant and applicable provisions of any law, rule, judicial ruling, regulation or any other statutory obligation incumbent upon Entity relating to the provision of UPI and shall adhere to all such obligations relating to the transmission of data/information through these services.
• Entity agrees that One97 reserves the right to terminate the UPI facilities to the Entity at any time in the event of non-compliance of any clause of this Agreement.
• Entity shall strictly adhere to the provisions of UPI procedural guidelines as issues by NPCI (https://www.npci.org.in/procedural-guidelines/upi-procedural-guidelines), RBI guidelines and any other relevant guidelines as maybe applicable from time to time.

• Entity hereby agrees that in case the bank is not able to post/convert certain transactions as EMI transactions due to whatsoever reason, One97 shall not be liable for any unsuccessful conversion/cancellation of the transaction. 
• Entity shall provide a commercially reasonable level of customer support to Customers.Such support shall include appropriate notice to Customers of (i) a means of contacting Entity in the event the purchaser has questions regarding the nature or quality of the Goods or services that Entity offers for sale and (ii) procedures for resolving disputes. If One97 or any of the Facility Providers or any of the Participating Banks determines in good faith that Entity’s failure to comply with this paragraph is causing an unacceptable burden on its customer support facilities, One97 may suspend or terminate this Agreement as per provisions provided in this agreement.

• Disclosures required to avail Services of One97 and Facility Providers

• Entity shall disclose the exact business category/business sub-category/Entity POS for which the Entity will be using the One97/Paytm Services and shall only avail the said Services for the designated/specified business category/business sub-category/ Entity POS only. In order to use the said One97 Services for any other purpose, Entity shall notify One97 in writing of such change and such change will be subject to approval by One97.
• Entity understands that in order to avail the One97 Services and Facility Provider Services, Entity shall provide with all such documents as may be required by One97.

• The Entity agrees, undertakes and acknowledges to comply with the following at all times:

• Entity should only register and conduct transactions through one Paytm Entity account assigned in the name of the Entity. Under no circumstance shall Entity register multiple Entity accounts to conduct transaction for the same business.
• Entity shall not collude with any other third party including but not limited to his/her relatives, friends, family members to misuse the Paytm Entity account for making bogus or fraudulent transactions through Credit Cards with the sole purpose of ensuring Cash flow in the Entity’s Entity Account or in any other account. Entity will further ensure that it shall not use the amount facilitated through Paytm/One97 Services for the purpose of Money Laundering.
• Under no circumstance shall Entity allow Customer to make transaction on the Entity’s Paytm Entity Account for the purpose of providing cash or any other benefit to the Customer.
• Entity shall only allow transactions through Paytm Entity Account for the Line of Business for which the Entity is registered and shall not accept payments for goods or services availed from other Entity’s or from any other business of the Entity.
• Entity shall not allow transaction for any business which is covered under prohibited items that are either listed in a Schedule of the Agreement or as communicated by One97 from time to time or covered under any Applicable Laws. 

 

INSPECTION

• Except as required by law, the Entity shall be solely responsible for (a) compiling and retaining records of all Transactions and other data as required by applicable law and (b) reconciling all Transaction information that is associated with its Customers.
• The Entity shall be solely responsible to maintain records in respect of the Transaction from the date of Transaction. One97 including RBI shall be entitled to check and audit records and statements of the Entity relating to the Transactions pursuant to this Agreement, at their sole expense, to ensure compliance with the Entity’s obligations under this Agreement at such intervals or times as One97 may deem fit. 
• The Entity shall also permit the authorized representatives of One97 to carry out physical inspections during normal business hours of the documents and records at the place(s) of business or other facilities of the Entity to verify if the Entity is in compliance with its obligations hereunder upon not less than five (5) Business days with prior written notice, and in a manner that does not unreasonably interfere with the Entity’s operations.
• If the Entity refuses such inspection or provides inaccurate, untrue, or incomplete information, or fails to comply with the terms and conditions of this Agreement, One97 reserves the right to suspend or terminate the Paytm Wallet forthwith.

 

CONFIDENTIAL INFORMATION

• Either Party hereby undertakes that it and its affiliates and employees or representatives thereof shall not, at any point of time divulge or communicate in any manner whatsoever, to any third party or any of its customers or use for its own purpose any information about the business and affairs of either Party or any of its clients which may come to the knowledge of the Other Party pursuant to this Agreement. For the purpose of this clause, confidential information includes (without limitation) subscriber lists, customer information, technology, plans, financial, schemes, operating manuals, data generated by either Party and all information received pursuant to on-line data connectivity (whether oral, written or electronic form, or on magnetic or other media)of either Party together with all documentation relating to this Agreement. Entity acknowledges the highly sensitive nature of information of on-line data connectivity and agrees to make this available to its employees, directors and authorized representatives only on need to know basis and are bound by similar confidentiality obligations.
• Neither Party shall be liable for the disclosure or use of such data or proprietary information which: a) is, or becomes, publicly known other than by breach of this Agreement; b) is obtained by the receiving Party from a third Party without restriction; c) is previously known by the receiving Party; d) is, at any time, developed by the receiving Party completely independently of any disclosures hereunder; or e)is required to be released by law (including the applicable security regulations), or under an order from the Court or any law enforcement agencies. The obligations and restrictions of confidentiality shall be effective during the Agreement and for a period of three (3) years from the date of last disclosure following the termination or expiration of this Agreement.
• Disclosure Of Credit Card Information – Either Party may disclose the Sensitive Information, if it needs to be disclosed pursuant to any order/direction of a Court and/or regulatory authority of competent jurisdiction, to the extent specified in the order/direction of such Court and/or regulatory authority. Subject to this clause, the Entity, at all times, shall protect and keep confidential all information related to Credit Card/Debit Card or Net Banking facilities of the Customers (“Sensitive Information”). Entity further agrees and undertakes to be fully responsible for the security of the data on Entity’s POS, through Entity’s app or otherwise in Entity possession or that Entity is able to get access to under this Agreement. Entity agrees to comply with the all applicable laws and rules in connection with the Entity’s collection, security and dissemination of any personal, financial, Card or transaction information (defined as Payment Data) on the Entity’s POS. Entity shall be solely responsible for compliance with any laws, regulations or rules applicable to Entity’s business. Entity agrees and undertakes at all times to be compliant with the Payment Card Industry Data Security Standards (PCI-DSS) and the Payment Application Data Security Standards (PA-DSS) as applicable and shall take necessary steps to implement the same. If One97 believes it is necessary based on Entity’s implementation and request it of Entity, Entity will promptly provide upon One97’s request the documentation evidencing Entity’s compliance with PCI-DSS and/or PA-DSS. Entity further undertakes to use only PCI compliant service providers in connection with the storage or transmission of the Payment Data viz., card holders account number, expiration date, CVV. Entity must not store Payment Data at any time and it is Entity’s responsibility to comply with these standards.

 

DISCLAIMER OF REPRESENTATIONS AND WARRANTIES:

• Except as expressly set forth herein, One97 hereby specifically disclaims any representations, endorsements, guaranties, or warranties, express or implied, including, but not limited to, the implied warranty of saleability or fitness for a particular purpose and non-infringement of intellectual property rights.
• Entity agrees and acknowledges that One97 is providing a technology solution which by its nature is not error free. One97 does not warrants that use of the Paytm network/ Paytm Services will be uninterrupted or error free. Entity understand and acknowledges that there may be downtime, network congestion, outages, Scheduled maintenance, or such other events beyond the reasonable control One97 and One97 shall not be responsible for the same.

 

NO WARRANTY

• One97 will make all reasonable efforts to provide uninterrupted services subject to down time and regular maintenance. However notwithstanding anything in this Agreement One97, the Participating Banks and the Facility Providers disclaim all warranties, express or implied, written or oral, including but not limited to warranties of Merchantability and fitness for a particular purpose. Entity acknowledges that One97, the Facility Providers services may not be uninterrupted or error free or free from any virus or other malicious, destructive or corrupting code, program or macro. One97 shall adopt such technical and non-technical security measures that it considers are appropriate to render the services under this Agreement, however One97 does not guarantee that such security measures cannot be subverted to gain unauthorized access. Entity also acknowledges that the services provided by the Participating Banks, Facility Providers to One97 which is passed on to Entity under this Agreement, can be in any event be brought to an abrupt end in any event whatsoever by any of the Participating Banks, Facility Providers for any reason whatsoever.
• One97’s sole obligation and Entity’s sole and exclusive remedy in the event of interruption to the One97 Services or loss of use and/or access to One97’s Website, the Facility Providers facilities and Payment Mechanism and services, shall be to use all reasonable endeavours to restore the Services and/or access to the Payment Mechanism as soon as reasonably possible.
• Without prejudice to any other provision of this Agreement, One97, the Facility Providers Participating Banks do not warrant that: -

• One97’s Website and services, the Facility Providers facilitiesPayment Mechanism will be provided uninterrupted or free from errors or that any identified defect will be corrected; or
• is free from any virus or other malicious, destructive or corrupting code, program or macro.

• For the avoidance of doubt, in no event shall One97, the Facility Providers Participating Banks be liable to Entity or any other third party for any of the following:

• amounts due from Customer in connection with any service obtained by the Customer at Entity’s Site;
• any applicable taxes including but not limited to GST and other government levies.

• Parties agree that One97 shall not be liable in case there is any non-conversion of transaction amount/cancellation of EMI services, tenure, scheme provided to the customer by bank on case to case basis.

• TRANSACTIONAL LIMITS

One97 reserves the right to impose limits on the number of purchases and/or the value of purchases which may be charged on an individual Payment Instrument during any time period, and reserves the right to refuse to make payments in respect of Orders exceeding such limit with due notice and information to Entity. One97, also reserves the right to refuse to make payments in respect of Orders from Customers with a prior history of non-payments, questionable charges and any litigation arisen from similar services provided by One97 to the Customers before and One97 shall notify the Entity accordingly.

PROMOTION AND ADVERTISING

• Upon execution of this Agreement, the Parties hereto shall have the right solely or collectively to announce the arrangement as entered into between the Parties hereto. Both the Parties must approve communications related to all announcements in writing. Fees and charges must remain confidential and cannot be disclosed by either Party.
• The Entity may at its sole discretion market, promote, advertise and inform the Customers and general public of the Payment services provided in accordance with this Agreement. However the Entity shall be solely responsible for the accuracy of all the information and/or validity of the prices and other charges and/or other information relating to such promotion.

 

INDEMNITY

• Entity hereby undertakes and agrees to indemnify at all times and hold harmless One97, Facility Providers Participating Banks and NPCI from and against all actions, proceedings, claims, liabilities (including statutory liability), penalties, demands and costs, awards, damages, losses and/or expenses however arising as a result of:

• Any breach of applicable laws, GST, rules and regulations.
• any breach or non-performance by the Entity of any of the provisions of this Agreement and/or any Schedules, representation and warranties, breach of confidentiality, Intellectual property rights, inaccuracy of Customer Billing information, chargeback and refunds, any fines, penalties or interest imposed directly or indirectly on One97 on account of Entityunder this Agreement and/or any Schedules;
• any claim or proceeding brought by Entity’s Vendors/Suppliers, the Customer or any other person against One97, in respect of any Goods/Services offered by Entity; or
• any act, neglect or default of Entity’s agents, employees, licensees or customers; or
• any claim by any other party against One97, arising from sub-clauses above.

• Entity shall also fully indemnify and hold harmless One97, the Facility Providers and the Participating Banks against any loss, costs, expenses, demands or liability, whether direct or indirect, arising out of a claim by a third party that Entity’s Services infringes any intellectual or industrial property rights of that third party.
• In the event of One97, the Facility Providers and the Participating Banks being entitled to be indemnified pursuant to the provisions of this Agreement, One97 shall be entitled to accordingly and to such extent debit Entity’s Account with One97.

 

TERM AND TERMINATION

• This Agreement shall become effective on the Effective Date and shall remain in full force unless terminated by either Party.
• Notwithstanding anything contained herein, in the event either Party breaching any of the terms of this Agreement and fails to cure the breach within thirty (30) days of written notice, then the other Party shall have the right to terminate this Agreement forthwith.
• Notwithstanding anything contained herein, if the Entity uses the Paytm Services and facilities in any manner or in furtherance of any activity, which constitutes a violation of any law or regulation (including GST provisions) or which may amount to misuse of thePaytm Services or if, in the sole opinion of One97, the Entity is found to be abusing the services for gaining itself or extending undue benefits to its Customers or any third party or exhibiting a non-genuine merchant behavior as per One97 and/or if it appears to One97 that Entity is allowing misuse/abuse of Paytm Services by its Customers or its Customers are exhibiting a non – genuine behaviour, Entity being a partnership and the partnership ends or Entity being a sole proprietor die (in which case notice will be sent to your personal representative), Entity processes a Card transaction on its own Card, without the sale of any goods or services, then One97 will have the absolute right to terminate this Agreement forthwith without giving any prior written notice and further exercise all its right against the Entity to recover the losses/damages caused to One97 due to such acts as well as to initiate proper legal action as it may deem fit.
• One97 may terminate this Agreement immediately (without any prior notice) if:

• it believes that fraudulent Card Transactions, suspicious transactions, misuse of Device or the SIM card are occurring/ have occurred via Entity POS/Outlet utilizing Device;
• Entity appears to be on any banned list of Card Associations or Payment Gateway providers’;
• due to deficiency in service by Entity any dispute amongst Entity and Customer arises and remains unresolved for a period of 07 days on notice to Entity;
• Entity damages or potentially exposes One97 to risk of damage regarding its brand/trade name/trademark or any other intellectual property rights or introduces any software virus or program in theDevice or software(s) designed to disrupt, interrupt, disable, damage, destroy or limit the functionality of theDevice/software(s) or usesDevice in breach of this Agreement;

• Either Party may at its discretion terminate this Agreement if the non-terminating Party is subject to any action or proceedings, whether administrative or judicial in respect of insolvency, winding up, dissolution or bankruptcy.
• One97 may terminate the Agreement any time without assigning any reason by giving the Entity a prior written notice of 30 days.
• Entity may terminate this Agreement or one or more Services at any time by giving a 90-day prior written notice.
• On the expiry or early termination of this Agreement all rights and obligations of the Parties shall automatically terminate except obligations of the Parties relating to confidentiality, indemnity and intellectual property rights as contained in this Agreement, which shall survive the expiration or termination of the Agreement. Further, all other provisions of this Agreement which by their nature are intended to survive after the termination or expiry of this Agreement will survive after the termination or expiry of this Agreement.
• This Agreement and the particulars herein are subject to applicable law and regulations and would be modified / discontinued based on the prevailing law / regulation at any point of time and neither Party shall be under any liability or obligation or continue implementation of this Agreement till such time the terms are modified by the Parties as per the prevailing/ amended law at that point of time. In the event, that the Agreement cannot be continued without total compliance of the prevailing law at any point of time, this Agreement shall be deemed to be terminated forthwith from the date when the amended law restricting / prohibiting the Agreement comes into force.
• Upon termination or expiry of this Agreement, Entity shall cease to accept the payment for Customer’s Orders through Paytm payment platform with immediate effect. Further, Entity shall remove all the advertising and promotional materials from its Outlet as provided in Schedule V. Further, One97 shall also cease to communicate about the Transaction to the Customers through its own website, e-mails and other modes of communication with immediate effect.

 

FORCE MAJEURE:

Notwithstanding the provisions of this Agreement, neither Party shall be eligible for liquidated damages or termination for default against the non-performing Party, if and to the extent that the delay in performance or other failure to perform its obligations under the contract is the result of an event of Force Majeure. If a Force Majeure situation arises, the affected Party shall promptly notify the other Party in writing of such conditions and the cause thereof. Either Party may terminate this contract, by giving a written notice of 15 days to the affected Party, if as a result of Force Majeure, the affected Party being unable to perform a material portion of the services for a period of more than 30 days.

 

LIMITATION OF LIABILITY

• Except for any liability which cannot by law be excluded or limited, neither Party shall be liable for indirect, incidental, special, punitive or consequential damages, including without limitation, damages for loss of profits, business interruption, Interruption or stoppage to the Customer’s access to and/or use of the One97’s Website/EDC Machine and services and the Payment and Delivery Mechanism, loss of goodwill or unauthorized access to information incurred by the other Party arising out of, or relating to the use by the Entity of One97 Services and, whether framed as a breach of warranty, in tort, contract, or otherwise even if a Party has been advised of the possibility of such damages.
• Notwithstanding anything stated under this Agreement, the aggregate liability of One97 to the Entity or otherwise from any and all causes whatsoever shall not in any and all events in the aggregate exceed the sum equivalent to the preceding one month’s aggregate TDR earned by One97 under this Agreement, from the date of occurrence of such liability.
• In no event shall One97 be liable to the Customers or any third party.

 

GENERAL PROVISIONS

• Entire Agreement - This Agreement constitutes the entire Agreement between One97 and Entity pertaining to the subject matter hereof and supersedes in their entirety all written or oral agreements between the Parties. 
• Relationship between Parties - The Parties to this Agreement are independent contractors and nothing in this Agreement shall make them joint ventures, partners, employees, agents or other representatives of the other Party hereto. Neither Party shall make any representation that suggests otherwise. Neither Party shall at any time in any manner describe itself as an agent or representative of the other Party.
• Severability - In the event that any part of this Agreement is held by a court of competent jurisdiction to be unlawful or otherwise unenforceable, the remainder of this Agreement shall remain in full force and effect to the maximum extent possible.
• Variations of Agreement – One97 reserves the right at all times to vary or amend these terms and conditions or to introduce new terms and conditions. Any such variations or amendment or introduction will become effective and binding on the Entity upon notification by speed post /authorised courier/email duly signed by the authorised signatory of One97 or a platform wide notification by One97 and if the Entity is unwilling to accept such variation or amendment or introduction, it shall notify One97 signatory in writing by speed post /authorised courier/email addressed to the signatory within five (05) days from the notification from One97, for resolution. The One97 communication shall apply unless otherwise agreed in writing by One97 through it’s authorised signatory.
• Assignment –One97 shall always retain the right to assign its obligations under this Agreement for such remaining period of the Agreement, to any of its chosen subsidiaries, affiliates, associates. Entity shall not assign this Agreement or any of its obligations under this Agreement without a prior written consent of One97.
• 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.
• Renewal- Neither Party shall be obligated to extend or renew this Agreement.
• Jurisdiction - This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of India without regard to any principles of conflicts of laws thereof. Both the Parties agree that the competent courts at New Delhi shall have the exclusive jurisdiction.
• Headings and Sub Headings - The headings and sub headings in this Agreement are for convenience only and do not affect the meaning of the relative section / clause.
• Notices: Any notice, direction or instruction given under this Agreement shall be in writing and delivered by hand delivery, registered post acknowledgement due and any reputed courier to the abovementioned addresses of the Parties or to such other address as a Party notifies to other in writing, from time to time. Notice will be deemed given (i) In the case of hand delivery on delivery; (ii) In case of registered post acknowledgement due in 2 calendar days after posting; (iii) In case of Courier in 3 calendar days after posting. Provided that in case of the date of receipt not being a business day, notice shall be deemed to have been received by the receiving Party on the next business day.
• Counterparts: This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, is an original, but all the counterparts taken together shall constitute one document.
• E-Agreement: Entity hereby agrees and undertakes that Entity is legally entitled and eligible to enter into this e-Agreement and further agrees and undertakes to be bound by and abide by this Agreement and the person accepting this Agreement by and on behalf of the Entity is authorized representative of the Entity and is entitled and is legally authorized to bind the Entity on whose behalf this Agreement is being accepted.

SCHEDULE I (PROHIBITED ITEMS)

• Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services;
• Alcohol which includes Alcohol or alcoholic beverages such as beer, liquor, wine or champagne ;
• Body parts which includes organs or other body parts;
• Bulk marketing tools which includes email lists, software, or other products enabling unsolicited email messages (Spam);
• Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free;
• Child pornography which includes pornographic materials involving minors;
• Copyright unlocking devices which includes Mod chips or other devices designed to circumvent copyright protection;
• Copyrighted media, which includes unauthorized copies of books, music, movies, and other licensed or protected materials;
• Copyrighted software, which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software;
• Counterfeit and unauthorized goods which includes replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorized goods;
• Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms;
• Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items;
• Endangered species, which includes plants, animals or other organisms (including product derivatives) in danger of extinction;
• Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content;
• Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles;
• Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, websites, or other protected property;
• Illegal goods, which includes materials, products, or information promoting illegal goods or enabling illegal acts;
• Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health fixes;
• Offensive goods, which includes literature, products or other materials that: a) Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors b) Encourage or incite violent acts c) Promote intolerance or hatred;
• Offensive goods, crime that includes crime scene photos or items, such as personal belongings, associated with criminals;
• Prescription drugs or herbal drugs or any kind of online pharmacies which includes drugs or other products requiring a prescription by a licensed medical practitioner;
• Pyrotechnic devices and hazardous materials which includes fireworks and related goods; toxic, flammable, and radioactive materials and substances;
• Regulated goods which includes air bags; batteries containing mercury; Freon or similar substances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license plates; police badges and law enforcement equipment; lock-picking devices; pesticides; postage meters; recalled items; slot machines; surveillance equipment; goods regulated by government or other agency specifications;
• Securities, which includes stocks, bonds, or related financial products;
• Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products;
• Traffic devices, which includes radar detectors/hammers, license plate covers, traffic signal changers, and related products;
• Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments;
• Wholesale currency, which includes discounted currencies or currency, exchanges;
• Live animals;
• Multi-Level marketing collection fees;
• Matrix sites or sites using a matrix scheme approach;
• Work-at-home information;
• Drop-shipped merchandise;
• Collecting and effecting / remitting payments directly /indirectly outside India in any form towards overseas foreign exchange trading through electronic/internet trading portals
• Any product or service, which is not in compliance with all applicable laws and regulations whether federal, state, local or international including the all laws of India;

 

SCHEDULE II

Manner of payment using QR Codes

• QR codes in printed or digital format or otherwise will act as a signature for Entity’s information like MID code, Entity’s Website/Outlet location, industry, type, transaction amount, etc.
• QR codes shall be automatically generated and provided by One97 through the Entity Panel to Entity’s and will be displayed/presented to the Customer who opts to pay through the Paytm Wallet.
• Customer opts for payment through the Paytm Wallet mode and announces the same to the store manager/ person presenting the bill/ person taking the Order.
• Customer is provided static/ dynamic QR code by the Entity (which can be physical or electronic) which he scans using his Paytm wallet application on his Mobile phone. For avoidance of any doubt, QR codes shall be provided by One97 through the Entity Panel. Entity Panel is an interface provided to Entity by One97 wherein real time information related to transactions, refunds, settlements, etc. can be accessed by the Entity. The said Entity Panel can be used to generate QR codes.
• Customer is directed to Entity’s payment screen on his Paytm wallet app for authorization of payment
• Customer confirms the payment and Entity receives notification on Entity dashboard panel/ Kiosk panel/ Email/ SMS
• Once the confirmation is given by Customer, it shall be deemed that One97 is authorized to collect the payment through the Paytm payment platform. The bill amount so collected by One97 will be transferred in Entity’s bank account in accordance with the Agreement.

Manner of payment using OTP

• Customer opts for payment through the Paytm Wallet mode and announces the same to the store manager/ person presenting the bill/ person taking the Order.
• Customer provides his/ her Paytm wallet no. / mobile no. for payment through the Paytm Wallet which is then entered into the digital panel of the Entity at the POS, (for avoidance of doubt digital Panel is the Digital Panel of the Entity used for generating bills and receiving payments at Entity’s Website/Outlet)for verification and authorization and generation of One Time Password (“OTP”) through Paytm.
• Once the Paytm wallet no. / mobile no. same is authorized by One97, it shall generate a One Time Password (“OTP”) to the Customer’s registered mobile number which shall then be provided by the Customer for entering the same into the system at the Outlet/Website.
• Once the OTP is entered into the system and the same is redeemed, it shall be deemed that One97 has authorized the said Customer to make the payment through the Paytm payment platform. One97 shall transfer the bill amount in Entity’s bank account so collected in accordance with the Agreement.

 

Manner of payment using Dynamic QR Code if applicable

• Customer opts for payment through the Paytm Wallet mode and announces the same to the person presenting the bill/ person taking the Order.
• A QR code is generated in real time using APIs provided by Paytm and is displayed on Invoice / bill or the digital panel of POS. This QR will act as a signature for Entity’s information like MID code, Entity’s Website/Outlet location, industry, type, transaction amount, bill amount etc.
• Customer scans the QR code from Paytm Mobile Application on his mobile no. and is directed to Entity payment screen for authorization of payment
• Customer confirms the payment and Entity receives notification on Entity dashboard panel/ Kiosk panel/ Email/ SMS/ Call back Server Once the confirmation is given by Customer, it shall be deemed that One97 is authorized to collect the payment through the Paytm Payment Platform. The bill amount so collected by One97 will be transferred in Entity’s bank account in accordance with the Agreement.

Manner of payment using TOTP- (TOTP)

• Customer opts for payment through the Paytm Wallet mode and announces the same to the store manager/ person presenting the bill/ person taking the Customer Order.
• Customer scans discovery QR code using his Paytm app. The customer will be directed to the show code page of the Paytm App. Customer will share wallet no. / Mobile no. & 6 digit TOTP displayed on the page - which is then entered into POS/ digital panel, (for avoidance of doubt digital panel is the digital panel of ENTITY used for generating bills and receiving payments at ENTITY’s Website/Outlet) for verification and authorization 
• Once the TOTP & mobile number are entered into the system and the same is redeemed, it shall be deemed that One97 has authorized the said Customer to make the payment through the Paytm payment platform. One97 shall transfer the bill amount in ENTITY’s bank account so collected in accordance with the Agreement.

Other Payment options (for users to pay upon scanning their QR codes e.g. Wallet, UPI, CC, DC, NB, IMPS & EMI):

• Customer scans Paytm’ QR code on an offline Entity using his Paytm app.
• Thereafter app displays the screen where the Customer would enter the amount or any applicable promo code, etc.
• Default payment method for a Customer to pay would be through Paytm Wallet and it will be shown in the same screen where the Customer is entering the amount.
• If the Customer wishes, he can change his mode of payment from Paytm Wallet to any other payments instrument to pay for the goods/services.
• In case Customer opts to change the mode of payment from Paytm Wallet, Customer’s saved details will be visible on the native screen (UPI, CC, DC, NB, IMPS & EMI) with an option to choose any other payment instrument apart from saved details.
• Customer can either pay the differential/partial amount form his saved details (native flow) or choose to pay the amount from some other payment instrument and will be directed to the cashier page (native/web view)
• A Native payment page would be opened with the configured payment options e.g. Saved details, Wallet, UPI, CC, DC, NB, EMI & IMPS
• Post completion of payment, Customer will show the appropriate payment confirmation to the Entity.
• All the payments done by the Customer will be required to be shown in the payment passbook to the Customer.

 

Manner of Payment using Link

• Entity to send QR code / Link to make payment to customer.
• Customer clicks on Link or Scan QR code from Paytm App to make payment. Customer can make payment using Wallet Balance, PPBL Account Balance, and UPI.
• Entity will get payment received notification via SMS/Email. Payment details can be seen on Paytm for business app Passbook, UMP Dashboard and Paytm Passbook. 
• Payout will be done in Entity’s bank account. 

SCHEDULE III

EDC MACHINE/DEVICE SERVICES

TO BE READ WITH THE MASTER AGREEMENT

 

SCOPE OF SERVICE, CHARGES FOR EDC MACHINE/DEVICE

• One97 has agreed to provide and Entity has agreed to provide the convenience of making the payment through EDC Machine to its Customers. Entity further agrees to accept such payments which are made by the Customers to pay for the Products or Services purchased/ availed by its Customers through its Point of Sale (POS) inter alia using One97’s EDC Machine deployed by One97.
• The additional details of the Installation & Activation, the Payment Processing, Settlements and Chargebacks in relation to the One97 EDC Machine services are set out in this Schedule III.
• One97 has received from Entity a duly filled in Entity Details Form, which shall be deemed to be an integral part of this Agreement. This Agreement shall be binding immediately after Entity activates and uses the One97 Services for the first time by using an Entity ID number and/or Terminal ID number.

PAYMENTS AND CHARGES

• Entity shall pay all charges related to lease of the EDC Machine/Device including but not limited to the charges as mentioned below:
• One time installation cost
• Rental costof Device
• SIM cost
• Maintenance charges
• One time refundable Usage Deposit as mentioned in Schedule VI
• Entity shall pay all fees, rentals, charges, penalties, interest, levies, taxes, reimbursements and/or any other charges/liabilities which may be incurred (directly or indirectly) by One97 in relation to One97 Services rendered to the Entity, including charges mentioned in Commercial table under Schedule VI of this Agreement.

• Failure on the part of the Entity to make the above payments shall result in:

• Late payment fees, penalties, interests, and/or any other charges as may be raised by One97.
• Netting/set off by One97 of any and all amounts of the Entity which are accessible to One97 including from the Nodal Bank Account, and/or the initiation of appropriate legal proceedings against Entity for recovery of its dues and/or blacklisting of Entity

• Details of the Fees and Charges are set out in Schedule VI read with Commercial table in Entity Details Form of this Agreement.
• Entity hereby agrees that rental charges paid by the Entity to One97 is refundable in accordance with the Refund Policy as per Annexure A.

• TRAINING & SUPPORT

• One97 shall provide the relevant and necessary trainings and support Online and/or Offline mode to the Entity to do transactions efficiently whenever required and as mutually agreed.
• One97 will provide the necessary maintenance and servicing of the device and/or software Updates, Versions and Releases, whenever it deems fit and necessary.

• HARDWARE & SOFTWARE:

• Entity is required to lease the EDC Machine/Device and/or license the Software(s) from One97 in order to avail the One97 Services.
• One97 Services can be availed either by using the Software installed on Entity’s computer/mobile and/or using the Device.
• One97 hereby (1) grants to Entity and Entity hereby takes, a limited, non-exclusive, revocable, non-transferable license of the Software(s); and (2) lease/sell to Entity and Entity hereby takes on lease/buy, the Device, both of which are to enable Entity to electronically access and use the Services.

 

Maintenance:

The Maintenance charge will include certain repairs of device for 1 (one) year, as per term and conditions prescribed herein:

 

Inclusions:

• OS corrupt/ Upgrade
• PCB failure if not damaged
• Any manufacturing defect in internal components if not damaged

 

Exclusions:

• Loss of Device;
• Defects breakdown or malfunction due to failure to properly follow the installation process and instructions for use
• Damage due to external cause to the Device (including but not limited to shock, lightening fire, vandalism, malicious action, contacts with various liquids or vermin or water damage of any nature, inappropriate electric voltage), or modifications to the Device.
• Lack of every day maintenance
• Improper storage or poor environmental conditions, particularly those related to temperature and hygrometry effects of variations of electric voltage from the electric network or from the earth or repair,
• Work (opening or attempt to open the Device) or maintenance of the Device by persons not authorized by ONE97;
• Wear and tear from normal daily use of the Device and its accessories;
• Telecommunication problems related to an unsuitable environment;
• Work in connection with normal use: delivery, installation or exchange of consumable supplies;
• Work on any Device modified or added or repaired by Entity or any third party;
• Malfunction due to the use of products, consumables or accessories which are non-compatible with the Device;
• Intentional Damage to the Device;
• Any repairs post 3 years of installation
• Any attempt to hack, reverse engineer, repair, tampering, etc.

In event the Device is found to be damaged or in non-working conditions due to any reason including the ones mentioned above, than Entity shall be liable to pay for any repairs/replacement of parts of the device (if device is damaged due to any action by the merchant) as may be carried out by One97 or pay the Device Damage Fee (as mentioned in Schedule VI) to One97 in case the returned Device is beyond repair. One97 shall have the right to deduct such charges from Entity’s payout and/or Usage Deposit as mentioned in Schedule III Clause 2.

 

Replacement:

In case the Device provided to Entity is faulty or malfunctioning, One97 shall replace such Devices at no cost to the Entity. Provided that, in case the said Device is damaged due to Entity’s fault, charges against such damaged Device shall be deducted from Entity payout and/or Usage Deposit.

Additional Covenants of Entity:

Entity undertakes and covenants to:

• Use One97 Services, software or EDC Device only for the business as specified in the Entity Enrolment Form and agreed herein. Entity agrees toinform One97, in caseof any changes in the information provided in the Entity Details Form;
• notify One97 immediately of any damage, loss, malfunction of EDC Machine / software.
• not to reverse engineer, disassemble, decompile or rooting attempt or jail-break or otherwise attempt to discover the source code or trade secrets for the EDC Machine/software supplied by One97.
• provide such access to Customer data as required by One97 for the purposes of this Agreement.
• not to permit any third person, other than, One97 its employees, agent, contractor or any other person authorized by One97 to service or repair the EDC Machine and immediately notify One97 of any malfunction or breakdown of the EDC Machine.
• Entity shall be liable for the following: (a) Entity’s wrongful or improper use of any EDC Machine or One97 Service.(b) Any Loss or damage to EDC Device; (c) all Transactions submitted by Entity using the One97 Service (including without limitation the accuracy of any product information that Entity provides or any claim or dispute arising out of products or services offered or sold by Entity); (d) any other party’s access and/or use of the One97 Services with Entity ID, Terminal ID, password or any other appropriate security code provided to Entity;.
• To not lease or sublease or sell theDevice, or give anyone any rights in theDevice in any manner;
• Entity shall ensure that Device is used with due skill and care, and only in the manner and for the purpose in which it is designed and intended. Entity shall be fully liable for any use or misuse of the terminal(s) that may result in loss, damage, breakage or otherwise alteration of form or function of the Device. Such liability of Entity will entitle One97 the right to deduct any amount from Entity payouts/ proceeds/ Usage Deposit, as required for repairing, replacing or otherwise taking action to restore such Device as per One97’ discretion.
• Entity shall keep the Device adequately insured against loss by fire, theft and all other hazards (comprehensive coverage). Such insurance(s) will name One97 as owner of Device, as additional insured and as loss payee. Entity shall be responsible for the replacement value of any lost, stolen or damaged Device. The loss, destruction, theft of or damage to the Device shall not relieve you from your obligations under the Agreement.
• supply the goods and/or services to the Customer who effects a POS transaction at the actual price of the Goods/Service, subject to any applicable discounts without imposition of any extra surcharge/ additional charge.
• ensure that the Entity’s trading/brand name and outlet location is printed clearly on the EDC Receipt, and is correct.
• not set any minimum or maximum amounts in respect of Transaction values for a customer using the EDC Device.
• Ensure that the EDC Machine password /PIN is restricted to only suitably qualified senior personnel of Entity. In case of any misuse of the Terminal password / PIN by Entity or its staff/ employees, Entity shall be responsible to fully indemnify One97 from and against all actions, claims, losses, charges, costs and damages which One97 may suffer or incur as a result of Entity’s failure or breach to comply with such controls/ provisions herein,
• not to, except with the prior written consent of One97, relocate outside the Entity’s Outlet or remove any of the EDC Machine, or associated equipment,including any signage, marketing or advertising material, installed in The Entity’s Outlet/POS to any premises or any other Entity’s Outlet/POS;
• To ensure network connectivity for smooth processing of card transactions via EDC Machine, One97 has procured SIM cards and assembled them in EDC Machine. In this regards Entity undertakes and agrees to utilize the said EDC Machine and inbuilt SIM cards only for the limited purpose stated in the Agreement and in compliance with all applicable laws, rules and regulations. Entity, further agree and undertakes to be responsible/liable for any costs/damages/losses incurred by One97 due to Entity’s unauthorized/illegal use of EDC Machine or the SIM card fitted in such EDC Machine, and/or any physical damage caused to the EDC machine. In event of breach of this clause by Entity, One97 shall have the right to terminate the agreement and take such appropriate action as it may deem fit, including but not limited to blacklisting and reporting of Entity to appropriate government authorities.
• that the EDC Machine has to be used actively by the Entity during the subsistence of the Agreement. In event EDC Machine remains inactive for a continuous period of 01 month or if Entity does not pay the monthly rental cost of the Device as mentioned in Schedule VI of this agreement, within 30 days from the due date, then One97 shall have the right to repossess the EDC Machine provided to the Entity and deduct applicable charges from payout/Usage Deposit of the Entity, as mentioned in Schedule III Clause 2 and 7 including but not limited to outstanding rental charges, usage charges, device damage fee, etc. Upon occurrence of such an event Entity shall upon demand, return the EDC Machine to the authorized representative of One97 without any demur or delay. For clearance of any doubt, a EDC Machine shall be deemed to be inactive if there has not been any transaction of at least Rs. 500/- (Rupees Five Hundred) for a continuous period of 01 month.
• In event Entity opts for zero rental plan, Entity shall ensure that the total value of transactions conducted through EDC Machine, in any given month shall not be less than Rs. 1000, failing which One97 shall have the right to deduct INR 99 plus applicable taxes from the transaction amount payable to Entity, in case, the payouts are not sufficient to recover such amount then One97 shall be entitled to deduct such amount from Usage Deposit furnished by Entity.
• Upon termination, all Devices shall be immediately returned by Entity in working condition within 07 working days failing which Entity shall pay the Device Damage Fee as set out in commercial section of Schedule VI, of this agreement, in accordance with clause 7 Schedule III. If the Device is found in non-working condition, then the Device Usage Deposit shall be forfeited by One97 at its sole discretion and Entity shall immediately pay the balance of the Device Damage Fee without any delay and demur.

 

Process for undertaking Transactions

The following terms and conditions shall govern the One97 Services:

• Activation & Installation

• One97 shall provide Entity an Entity ID number and/or Terminal ID number through which the Entity can activate and use the One97 Services.
• One97 shall assist Entity in installing the Software and activating the EDC Machine for availing the One97 Services.

Processing of Transactions

• When accepting a payment, Entity shall follow the steps provided below:

• Entity shall determine that the Card is valid;
• Entity shall obtain the Authorization before completing any Transaction. Where Authorization is obtained, Entity shall be deemed to warrant the true identity of the customer as the valid Card Holder;
• Entity 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.
• Entity shall obtain the Card Holder’s signature on the Charge slip, wherever prompted by the EDC Machine, and compare that signature with the signature on the Card;
• Entity 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 Entity 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 One97.

• Entity undertakes and covenants to One97 as under:

• Each Charge slip presented to One97 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 Entity.
• 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.
• Entity shall perform all its obligations to the Card Holder in connection with the underlying Transaction.
• Entity 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.
• Entity shall ensure that any credit voucher, which it issues, represents a bona fide refund or adjustment on a Card sale by Entity with respect to which a Charge slip has been accepted.

• One97 shall be entitled to monitor Entity’s daily deposit activity. Entity’s deposit activity should remain consistent with the “approved” monthly volume and average ticket amount as set out in the Entity Enrollment Form and mutually agreed hereunder this Agreement. One97 may, in its sole discretion, elect not to process volumes over the approved monthly volume or over limit Transactions.
• Entity shall promptly provide additional documentation as One97 may require including on account of the Entity exceeding the “approved” monthly volume or average ticket.
• One97 may, in its sole discretion suspend the Entity Account and/or suspend disbursement of Entity’s funds for any reasonable period of time required to investigate suspicious or unusual deposit activity and that such suspension may subject Entity to Suspension Fees. One97 shall make good faith efforts to notify Entity as promptly as is commercially reasonable about such suspension. One97 shall have no liability for any losses, either direct or indirect, which Entity may incur or suffer on account of any such suspension.
• If the suspension arises from a suspicious or unusual Transaction, Entity 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.
• Entity 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 Entity; or (iii) for delayed, amended charges or balance payments to the Entity which are governed by the rules imposed by Card Brands/ Associations for travel and entertainment transactions.
• Entity 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 Entity, (ii) arising from the dishonor 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.
• Entity 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.
• Entity shall not process any Transaction for obtaining or providing a cash advance either on Entity credit card or the credit card of any other party.
• Entity shall not process duplicate Transactions. Entity shall be debited for any duplicate Transactions and shall be liable for any Charge backs that may result therefrom.
• Entity 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 Entity or any other source.
• If Entity processes any transactions which are prohibited by law or by this Agreement, One97 shall be entitled to such steps as it may deem necessary to protect the interests of One97, the Card Holders and the Transaction gateway providers including, but not limited to, suspension of the account/processing privileges or withhold funds of Entity without interest and/or require Entity to maintain sufficient funds in the reserve account.
• Entity should desist from exploiting cash through EDC Machines, benefits on a single Device 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 Entity at all times ensure that threshold and/or hard limits to be strictly abided by the Entity and should not attempt to breach such limits prescribed from time to time.

 

Usage Deposit Terms and Conditions:

• Entity shall deposit one time interest-free refundable Usage Deposit as mentioned in Schedule VI of this agreement, to ensure proper handling and safe return of the Device to One97 as per Refund Policy in Annexure A.
• Return of Device – Entity may return the Device to One97 at any time subject to Refund Policy in Annexure A and the following conditions:

• Device returned shall not be damaged (barring normal wear and tear) and should be in proper working condition. In case One97 finds the device damaged/non-working, One97 shall deduct charges against repair of such damage from Entity’s payout and/or Usage Deposit;
• Device shall not be tampered in any manner, as mentioned in Clause 5 Schedule III;
• Any other terms and condition as may be specified by One97 from time to time for return of Device;
• Payment of early usage charges, as applicable.
• Penalty in case of not meeting the minimum transaction value as mentioned in Schedule.

• The Terms for refund of Usage Deposit are mentioned under Refund Policy under Annexure A to this Agreement.

• Forfeiture of Usage Deposit for any Device shall be done by One97 as per Refund Policy under Annexure A to this Agreement prior to the Return Period for any activity done by Entity as below:

• Any activity conducted in violation of applicable law.
• Failure to comply with the terms and conditions under the Agreement for use of Device and Paytm Services provided hereunder.

Settlement

• All settlements shall be in accordance with the RBI rules, regulations and guidelines as applicable and in a manner as mentioned in this Agreement.
• One97 shall process all valid Transactions of the Entity through the Transaction gateway partners.
• One97 shall retain the MDR/Convenience fee so collected before passing on the credit of the Customer Charge to Entity (net of Convenience /MDR fee and all other amounts due and recoverable in the normal course of business from the Entity).
• Entity agrees, acknowledges and understands that MDR shall be deducted by One97 from the Transaction Amount payable to the Entity in respect of each completed Transaction. One97 reserves the right to revise the MDR and/or Convenience fees periodically, and One97 will intimate (either by email/ or in writing) to the Entity of any such change within reasonable time before making the said changes effective.
• Entity shall maintain one or more settlement accounts, If Entity intends to change the Settlement Account, Entity must notify One97 with all relevant documentation for re-verification, and the same shall be effected within 15 working days of receipt of the Entity’s notice with complete documentation after the re-verification is completed.
• One97 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, Entity’s Bank, couriers, communication carriers, servers and internet One97s, 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 One97.
• Monthly statements shall be available for viewing through the Entity’s online account with One97. All statements may be accessed from the Account Login on the website of One97. Entity shall promptly examine the statements and notify One97 by email of all errors by providing Entity’s name and Account number within 07 days for the occurrence of the error. One97 shall investigate the same within 30 days of receiving the email.
• Entity authorizes One97 to initiate reversal or adjustment entries and initiate or suspend such entries necessary to grant Entity conditional credit/debit. Entity shall pay to One97 any charges and costs demanded by others or incurred by One97 on the Transactions.
• If One97 is of the opinion that a particular transaction is fraudulent or suspicious or incorrect data has been inserted by Entity, Entity alone shall be liable for the same.
• Entity’s policy for the warranty/guarantee, exchange, return or replacement of goods sold and adjustment for services rendered and shall clearly be specified on the invoice raised by Entity. If Entity fails to do so, a full refund in the form of a credit to the Card Holder’s Card account must be given by Entity. Entity 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, Entity shall at all times maintain sufficient funds in the Entity Account.
• In the event of termination of the Agreement, taking into consideration the track record in terms of incidences of chargeback during the tenure of the Agreement and/or the circumstances of termination of the Agreement:
• Both Parties shall mutually agree upon the amount that One97 shall be entitled to withhold from out of the settlement amounts payable to the Entity in terms of this Agreement to facilitate the settlement and resolution of any chargeback related issues arising out of any Transactions done under this Agreement. 
• These amounts shall be withheld for such period as may be then prevailing in respect of the time-period allowed to Customers for initiating a chargeback under the Card Association guidelines or the Reserve Bank of India for resolution of such disputes.
• Entity hereby agrees that One97 reserves the right to adjust all outstanding/unpaid amounts/recoveries including penalties (if any) from the settlement amounts accruing towards Entity, during and after expiry of the term of the Agreement.

SCHEDULE IV

• LIST OF ENTITY’S OUTLETS AND/OR WEBSITE

Entity has the following existing Outlets for which Entity has availed of the services under this Agreement. Entity may in writing get added/deleted any Outlets owned and operated by Entity from time to time with notice to One97. 

• List of Entity Outlets (if any) for which the Services availed: NA

SCHEDULE V

PROMOTIONAL/ ADVERTISING MATERIALS

• One97 stickers of acceptance for all Outlet.
• Paytm wallet as a payment option at current outlets of Entity and future outlets (except airport and food court locations) being opened by Entity within the contract period acrossIndia
• Paytm wallet integration through EDC terminals.
• Branding and Promotion and Branding Elements: Paytm acceptance Stickers to be displayed on such locations at all outlets and locations as may be determined by Entity.
• One97 to provide printed material to Entity for the Outlet for display therein.

Schedule VI

Fees and Charges for Offline PG and Wallet Services - to be read with the Master Agreement

Entity shall pay to One97, the fees as detailed below:

• For any other Payment Instrument(s), the commercials shall be as mutually agreed between the Parties by way of addendum.
• The above fees are exclusive of all applicable taxes (including GST), governmental charges, levies, and duties etc., which are required to be paid over and above.
• The MDR shall be subject to applicable laws.

 

Fees and Charges for Smart EDC Machine/Device Services (Linux) - to be read with the Master Agreement

Entity shall pay to One97, the fees as detailed below:

Fair use terms: If a merchant is found to be misusing Credit cards (CC GTV> 60% of overall GTV), Merchant's MDR will be switched to standard rates (1.4% grocery and 1.99% for others)

• For any other Payment Instrument(s), the commercials shall be as mutually agreed between the Parties by way of addendum.
• The above fees are exclusive of all applicable taxes (including GST), governmental charges, levies, and duties etc., which are required to be paid over and above.
• The MDR shall be subject to applicable laws.
• Rs. 600/- claim will be taken as a processing fee from the merchant in case damage claim and new AMC will be collected against the new device given to the merchant.
• AMC has moratorium period of 15 days from the date of purchase.
• Merchant can only take one claim per device per year
• The MDR shall be subject to applicable laws.
• Above mentioned Rental will be adjusted from payouts.
• If Entity's turnover is less than or up to INR 20 lakhs during the previous financial year then such Entity shall be categorized as a small merchant.
• If Entity's turnover is above INR 20 lakhs during the previous financial year then the Entity shall be categorized as a big merchant.
• Regardless of self-declaration of categorization by Entity, their rates, for the settlement purpose, shall be decided by One97 on the basis of aforesaid categorization.
• In case, Entity has wrongly declared itself as a small merchant, such status shall automatically be converted to big merchant, on identification. In such cases no additional rate revision consent shall be taken from the Entity.
• Entity acknowledges that the self-declaration as to small or big merchant status, is Entity's responsibility and the Entity shall be solely liable towards claims, actions, damages or losses arising out of in relation thereto.

Fees and Charges for Android EDC Machine/Device Services- to be read with the Master Agreement

Entity shall pay to One97, the fees as detailed below:

Fair use terms: If a merchant is found to be misusing Credit cards (CC GTV> 60% of overall GTV), Merchant's MDR will be switched to standard rates (1.4% grocery and 1.99% for others)

• For any other Payment Instrument(s), the commercials shall be as mutually agreed between the Parties by way of addendum.
• The above fees are exclusive of all applicable taxes (including GST), governmental charges, levies, and duties etc., which are required to be paid over and above.
• The MDR shall be subject to applicable laws.
• Rs. 600/- claim will be taken as a processing fee from the merchant in case damage claim and new AMC will be collected against the new device given to the merchant.
• AMC has moratorium period of 15 days from the date of purchase.
• Merchant can only take one claim per device per year
• The MDR shall be subject to applicable laws.
• Above mentioned Rental will be adjusted from payouts.
• If Entity's turnover is less than or up to INR 20 lakhs during the previous financial year then such Entity
• If Entity's turnover is above INR 20 lakhs during the previous financial year then the Entity shall be categorized as a big merchant.
• Regardless of self-declaration of categorization by Entity, their rates, for the settlement purpose, shall be decided by One97 on the basis of aforesaid categorization.
• In case, Entity has wrongly declared itself as a small merchant, such status shall automatically be converted to big merchant, on identification. In such cases no additional rate revision consent shall be taken from the Entity.
• Entity acknowledges that the self-declaration as to small or big merchant status, is Entity's responsibility and the Entity shall be solely liable towards claims, actions, damages or losses arising out of in relation thereto.

Fair use terms: If a merchant is found to be misusing Credit cards (CC GTV> 60% of overall GTV), Merchant's MDR will be switched to standard rates (1.4% grocery and 1.99% for others)

• For any other Payment Instrument(s), the commercials shall be as mutually agreed between the Parties by way of addendum.
• The above fees are exclusive of all applicable taxes (including GST), governmental charges, levies, and duties etc., which are required to be paid over and above.
• The MDR shall be subject to applicable laws.
• Rs. 600/- claim will be taken as a processing fee from the merchant in case damage claim and new AMC will be collected against the new device given to the merchant.
• AMC has moratorium period of 15 days from the date of purchase.
• Merchant can only take one claim per device per year
• The MDR shall be subject to applicable laws.
• Above mentioned Rental will be adjusted from payouts.
• If Entity's turnover is less than or up to INR 20 lakhs during the previous financial year then such Entity
• If Entity's turnover is above INR 20 lakhs during the previous financial year then the Entity shall be categorized as a big merchant.
• Regardless of self-declaration of categorization by Entity, their rates, for the settlement purpose, shall be decided by One97 on the basis of aforesaid categorization.
• In case, Entity has wrongly declared itself as a small merchant, such status shall automatically be converted to big merchant, on identification. In such cases no additional rate revision consent shall be taken from the Entity.
• Entity acknowledges that the self-declaration as to small or big merchant status, is Entity's responsibility and the Entity shall be solely liable towards claims, actions, damages or losses arising out of in relation thereto.

1. Fees and Charges for Sound Box- to be read with the Master Agreement

   Entity shall pay to One97, the fees as detailed below:

   Sound Box (Rental Plan)
   Particulars	Fee/Charges One-Time Monthly
   *Monthly Data/Network and AMC Charges(includes SIM charges, software fee and Annual Maintenance Charges)	Plan Fee in Rupees  One Time (18 Months) 0/- for first 18 months Monthly (After 18 Months) Merchant can continue using the service by paying 125/- inclusive of GST	Plan 1 Fee in Rupees Monthly 125/-Inclusive of GST Plan 2 Fee in Rupees Monthly 125/-Inclusive of GST
   Deactivation of plan	Rs.250	Rs.250 Rs.250
   One time installation charge	Rs. 0/-	Rs. 0/- Rs. 0/-
   One Time Setup Fee	Rs. 1999/- inclusive of GST	Rs. 499/-Inclusive of GST Rs. 299/-Inclusive of GST

   1. Device is covered under replacement warranty for a period of 12 months from the date of purchase.
   2. After 18 months of usage, Entity may continue to use the device by paying 125/- monthly for Rs.1999 plan This amount will be adjusted from the settlement amount.
   3. If Entity chooses to discontinue the use of device, no further rent will be charged, once the device is picked up successfully. Deactivation charges of Rs.250 apply.
   4. For any other Payment Instrument(s), the commercials shall be as mutually agreed between the Parties by way of addendum.
   5. The above fees are inclusive of all applicable taxes, governmental charges, levies, and duties etc., which are required to be paid over and above.
   Soundbox Policy for Lost/Damaged and Upgrade device cases

   In scenarios where a merchant wants to buy a new device, where the existing device has been lost/damaged or merchant wants to upgrade to the latest version of the Soundbox, they will have to buy the following plan:

   1. Monthly Plan:-

      Onetime Setup fees- Rs.749/-

      Monthly Data/Network and AMC Charges (includes SIM charges, software fee and Annual Maintenance Charges) - Rs.125

   2. One time / 18 month plan

      One Time (18 Months) Fee: Rs. 1999/- inclusive of GST

      Monthly Data/Network and AMC Charges (includes SIM charges, software fee and Annual Maintenance Charges) - Rs.125 inclusive GST

2. Fees and Charges for Sound Box - PAX CS60 Devices (to be read with the Master Agreement)

   Entity shall pay to One97, the fees as detailed below:

   Sound Box - PAX CS60 Devices
   Particulars	Fee/Charges One-Time Monthly
   *Monthly Data/Network and AMC Charges(includes SIM charges, software fee and Annual Maintenance Charges)	Plan Fee in Rupees  One Time (18 Months) 0/- for first 18 months Monthly (After 18 Months) Merchant can continue using the service by paying 125/- inclusive of GST	Plan Fee in Rupees  Monthly 125/-Inclusive of GST
   Deactivation of plan	Rs.250	Rs.250
   One time installation charge	Rs. 0/-	Rs. 0/-
   One Time Setup Fee	Rs. 2499/- inclusive of GST	Rs. 799/- inclusive of GST

   • Device is covered under replacement warranty for a period of 12 months from the date of purchase.
   • After 18 months of usage, Entity may continue to use the device by paying 125/- monthly for the Rs.2499 plan. This amount will be adjusted from the settlement amount.
   • If Entity chooses to discontinue the use of the device, no further rent will be charged, once the device is picked up successfully. Deactivation charges of Rs.250 apply.
   • Rental cycle - M+1 in case device is sold from 1-20th of the month and M+2 in case devices is sold after 21st. Subscription valid indefinitely
   • For any other Payment Instrument(s), the commercials shall be as mutually agreed between the Parties by way of addendum.
   • The above fees are inclusive of all applicable taxes, governmental charges, levies, and duties etc., which are required to be paid over and above.
   Soundbox Policy for Lost/Damaged and Upgrade device cases

   In scenarios where a merchant wants to buy a new device, where the existing device has been lost/damaged or merchant wants to upgrade to the latest version of the Soundbox, they will have to buy the following plan:

   1. Onetime Setup fees- Rs.2499/-
   2. Monthly Data/Network and AMC Charges (includes SIM charges, software fee and Annual Maintenance Charges) - Rs.125