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:

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:

 

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

 

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

SERVICES:

 

AUTHENTICATION AND AUTHORISATION OF TRANSACTION

 

CHARGEBACK

 

CONSIDERATION


REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PARTIES

 

INTELLECTUAL PROPERTY AND TRADEMARKS

 

FRAUDULENT TRANSACTIONS

 

DATA, SYSTEM SECURITY AND COMPLIANCES

 

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

 

INSPECTION

 

CONFIDENTIAL INFORMATION

 

DISCLAIMER OF REPRESENTATIONS AND WARRANTIES:

 

NO WARRANTY

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

 

INDEMNITY

 

TERM AND TERMINATION

 

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

 

GENERAL PROVISIONS

SCHEDULE I (PROHIBITED ITEMS)

 

SCHEDULE II

Manner of payment using QR Codes


Manner of payment using OTP

 

Manner of payment using Dynamic QR Code if applicable


Manner of payment using TOTP- (TOTP)


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

 

Manner of Payment using Link

SCHEDULE III

EDC MACHINE/DEVICE SERVICES

TO BE READ WITH THE MASTER AGREEMENT

 

SCOPE OF SERVICE, CHARGES FOR EDC MACHINE/DEVICE


PAYMENTS AND CHARGES

 

Maintenance:

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

 

Inclusions:

 

Exclusions:

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:

 

Process for undertaking Transactions

The following terms and conditions shall govern the One97 Services:

Processing of Transactions

 

Usage Deposit Terms and Conditions:

Settlement

SCHEDULE IV

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. 

SCHEDULE V

PROMOTIONAL/ ADVERTISING MATERIALS

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:

Particulars

Fee

Setup Fee(Rs.)

Waived off

Annual Maintenance Charges (Rs.)

Waived off

Commission for PPBL NB

0.00% for Txn less than equal to Rs.2000

0.00% for Txn more than Rs.2000

Commission for Postpaid

Same as Credit Card with minimum capping of 1%

Commission for UPI

Merchant Discount Rate MDR - %

0.00%  for Txn less than equal to Rs.2000

0.00% for Txn more than Rs.2000

Commission for Paytm Wallet/ Paytm Voucher/ Loyalty %

0.00% on all txns

Commission for Debit Card

0.40% for transaction less than Rs.2000/- (for all cards except Rupay Cards)

0.40% of the transaction amount when the transaction amount is more than Rs.2000 for Entity / Merchants with less than 20 Lac turnover (for all Cards except Rupay cards)

0.90% of the transaction amount when the transactions amount is more than for >2000 for Entity / Merchants with more than 20 Lac turnover (for all Cards except Rupay cards)

0.00% for all transaction (for Rupay Cards.)

Commission for Credit Card

1.40% (Business Category- Grocery/Kirana)

1.20% (Tolls/Govt/Utilities/Education)

1.99% (Others)

Fraud Liability of Entity

100%

Chargeback liability of Entity

100%

 

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:

Smart EDC Basic Plan (Linux)

Particulars

Fee/Charges

Rental Charge (includes device cost, maintenance charges, SIM charges)

Linux EDC

Plan

Fee in Rupees(Inclusive of GST)

Lifetime Plan

Device

D190

Price (Inclusive of GST)

Rs. 6490/-

Plan Breakup

Installation fee with tax

3540/-

Usage Deposit

2950/-

Monthly Charge (exclusive of GST)

N.A

Sim (exclusive of GST)

100/- per month

Software fee (exclusive of GST)

Nil

Low usage charges

250 + taxes (GMV < 0.5 lac) per month

Monthly Plan

Device

D190

G2

Price (Inclusive of GST)

Rs. 3499/-

Rs. 6000/-

Monthly Charge (exclusive of GST)

Rs 250/- per month

Rs 150/- per month

Plan Breakup

Installation fee with tax

Rs. 2499/-

Rs. 2000/-

Usage Deposit

Rs. 1000/-

Rs. 4000/-

Sim (exclusive of GST)

Nil

Nil

Software fee (exclusive of GST)

Nil

Nil

Refund Policy

As per Annexure-A

Commission for Debit Card - For Small Merchants (Turnover < 20 lakhs yearly)

i. 0.40% for transaction less than Rs.2000/- (for all cards except Rupay Cards)

ii. 0.40% of the transaction amount when the transactions amount is more than for >2000 for Entity (for all Cards except Rupay cards)

iii. 0.00% for all transaction (for Rupay Cards.)

The above commission is subject to maximum capping as approved by RBI

Commission for Debit Card - For Big Merchants (Turnover>=20 lakhs yearly)

i. 0.40% for transaction less than Rs.2000/- (for all cards except Rupay Cards)

ii. 0.90% of the transaction amount when the transactions amount is more than for >2000 for Entity (for all Cards except Rupay cards)

iii. 0.00% for all transaction (for Rupay Cards.)

The above commission is subject to maximum capping as approved by RBI

Commission for Credit Card- For Small Merchants (Turnover < 20 lakhs yearly)

i. 0.90% on all txns up to GTV amount Rs.70,000 and above which 1.40% on all txns for Grocery categories

ii. 0.90% on all txns up to GTV amount Rs.70,000 and above which 1.99% on all txns for other categories

Commission for Credit Card- For Big Merchants (Turnover>=20 lakhs yearly)

1.99% for all payments

Note - we have special rates if you are a business owner in the following categories

i. 1.40% - Grocery or Kirana

ii. 1.20% - Tolls, Government Entity, Utilities or Education

EMI-One time setup fee (Inclusive GST)

Rs. 1000 (For Monthly plan only)

International Card One time setup Fee (Inclusive GST)

Rs. 1000 (For Monthly plan only)

EMI-monthly fee (Exclusive GST)

Rs. 100/-

Additional Surcharge for EMI (per transaction)

0.50%

Commission for Amex

2.60% for Retail (except Electronics) business category

3.99% for Hotels, Lodging, Car Rentals business category

1.99% for Education, Electronics, Utilities business category

2.20% for Healthcare & Pharmacy business category

Commission for International Card

3.50%

Commission for Diners

2.99%

Commission for Prepaid Card

2.20%

Commission for Corporate/Commercials Card

2.50%

Fraud liability of Entity

100%

Chargeback liability of Entity

100%

Maximum penalty/charges for damage done to the EDC Machines or loss of EDC machines

Rs. 14,999/-

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)

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:

Android EDC Basic Plan

Particulars

Fee/Charges

*Rental Charge (includes device cost, maintenance charges, SIM charges)

Android EDC

Plan

Fee in Rupees(Inclusive of GST)

Lifetime Plan

Device

Lifetime (A910 Device)

Lifetime (A50 Device)

Price (Inclusive of GST)

11,999/-

7,999/-

Plan Breakup

Installation fee with tax

3000/-

3000/-

Usage Deposit

8999/-

4999/-

Sim (exclusive of GST)

100/- per month

100/- per month

Software fee (exclusive of GST)

Nil

Nil

Low usage charges

300 + taxes (GMV < 0.5 lac) per month

450 + taxes (GMV < 0.5 lac) per month

Monthly Plan

Device

A910

A50

Price (Inclusive of GST)

Rs. 6000/-

Rs. 5500/-

Plan Breakup

Installation fee with tax

Rs. 2000/-

Rs. 2000/-

Usage Deposit

Rs. 4000/-

Rs. 3500/-

Monthly Charge (exclusive of GST)

Rs 400/- per month

Rs 225/- per month

Sim (exclusive of GST)

Nil

Nil

Refund Policy

As per Annexure-A

Commission for Debit Card - For Small Merchants (Turnover< 20 lakhs yearly)

i. 0.40% for transaction less than Rs.2000/- (for all cards except Rupay Cards)

ii. 0.40% of the transaction amount when the transactions amount is more than for >2000 for Entity (for all Cards except Rupay cards)

iii. 0.00% for all transaction (for Rupay Cards.)

The above commission is subject to maximum capping as approved by RBI

Commission for Debit Card - For Big Merchants (Turnover>=20 lakhs yearly)

i. 0.40% for transaction less than Rs.2000/- (for all cards except Rupay Cards)

ii. 0.90% of the transaction amount when the transactions amount is more than for >2000 for Entity (for all Cards except Rupay cards)

iii. 0.00% for all transaction (for Rupay Cards.)

The above commission is subject to maximum capping as approved by RBI

Commission for Credit Card- For Small Merchants (Turnover< 20 lakhs yearly)

i. 0.90% on all txns up to GTV amount Rs.70,000 and above which 1.40% on all txns for Grocery categories

ii. 0.90% on all txns up to GTV amount Rs.70,000 and above which 1.99% on all txns for other categories

Commission for Credit Card- For Big Merchants (Turnover>=20 lakhs yearly)

1.99% for all payments

Note - we have special rates if you are a business owner in the following categories

i. 1.40% - Grocery or Kirana

ii. 1.20% - Tolls, Government Entity, Utilities or Education

EMI-One time setup fee (Inclusive GST)

Rs. 1000 (For Monthly plan only)

International Card One time setup Fee (Inclusive GST)

Rs. 1000 (For Monthly plan only)

EMI-monthly fee (Exclusive GST)

Rs. 100/-

Additional Surcharge for EMI (per transaction)

0.5%

Commission for Amex

2.60% for Retail (except Electronics) business category

3.99% for Hotels, Lodging, Car Rentals business category

1.99% for Education, Electronics, Utilities business category

2.20% for Healthcare & Pharmacy business category

Commission for International Card

3.50%

Commission for Diners

2.99%

Commission for Prepaid Card

2.20%

Commission for Corporate/Commercials Card

2.50%

Fraud liability of Entity

100%

Chargeback liability of Entity

100%

Maximum penalty/charges for damage done to the EDC Machines or loss of EDC machines

Rs. 14,999/-

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)

Special Device Plans

Particulars

Fee/Charges

Rental Charge (includes device cost, maintenance charges, SIM charges)

Linux EDC

Plan

Fee in Rupees (Inclusive of GST)

Lifetime Plan

 

Device

D190

Price (Inclusive of GST)

1887/-

Plan Breakup

 

Installation fee with tax

1887/-

Usage Deposit

NA

Monthly Charge (exclusive of GST)

NA

One time fee (exclusive of GST)

100/-

Software fee (exclusive of GST)

Nil

Low usage charges

NA

Android A910

Monthly Plan

 

Device

A910

Price (Inclusive of GST)

4100/-

Plan Breakup

 

Monthly Rental (exclusive of GST)

600/-

Installation fee with tax

500/-

Usage Deposit

Rs. 3000/-

Sim (exclusive of GST)

Nil

Refund Policy

For Linux D190 - No Refund applicable for this plan.
For Android A910- Special Plan as per Annexure A.

Commission for Debit Card - For Small Merchants (Turnover < 20 lakhs yearly)

i. 0.40% for transaction less than Rs.2000/- (for all cards except Rupay Cards)
ii. 0.40% of the transaction amount when the transactions amount is more than for >2000 for Entity (for all Cards except Rupay cards)
iii. 0.00% for all transaction (for Rupay Cards.)
The above commission is subject to maximum capping as approved by RBI

Commission for Debit Card - For Big Merchants (Turnover>=20 lakhs yearly)

i. 0.40% for transaction less than Rs.2000/- (for all cards except Rupay Cards)
ii. 0.90% of the transaction amount when the transactions amount is more than for >2000 for Entity (for all Cards except Rupay cards)
iii. 0.00% for all transaction (for Rupay Cards.)
The above commission is subject to maximum capping as approved by RBI

Commission for Credit Card- For Small Merchants (Turnover < 20 lakhs yearly) Device- only Android A910

i. 0.90% on all txns up to GTV amount Rs.70,000 and above which 1.40% on all txns for Grocery categories
ii. 0.90% on all txns up to GTV amount Rs.70,000 and above which 1.99% on all txns for other categories

Commission for Credit Card-
For Android A910 For Big Merchants (Turnover>=20 lakhs yearly)
For Linux D190 - All merchants

1.99% for all payments

 

Note - we have special rates if you are a business owner in the following categories
i. 1.40% - Grocery or Kirana
ii. 1.20% - Tolls, Government Entity, Utilities or Education

EMI-monthly fee (Exclusive GST)

Rs. 100/-

Additional Surcharge for EMI (per transaction)

0.5%

Commission for Amex

2.60% for Retail (except Electronics) business category

3.99% for Hotels, Lodging, Car Rentals business category

1.99% for Education, Electronics, Utilities business category

2.20% for Healthcare & Pharmacy business category

Commission for International Card

3.50%

Commission for Diners

2.99%

Commission for Prepaid Card

2.20%

Commission for Corporate/Commercials Card

2.50%

Fraud liability of Entity

100%

Chargeback liability of Entity

100%

Maximum penalty/charges for damage done to the EDC Machines or loss of EDC machines

Rs. 14,999/-

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)

  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

    • 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 Rs.1999 plan This amount will be adjusted from the settlement amount.
    • 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.
    • 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.

    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.749/-

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

    2. 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.

    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:

Annexure – A

Refund Policy

The following 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. The below provisions are to be read with the Master Offline Agreement and the Schedules appended thereto. Refund will be processed 60 days after the device is picked up from the merchant location. In case the device is lost, merchant needs to send written notification to One97 so that device cannot be misused by anyone else.

S No.

Scenario

Description

Policy

Penalty/Charges

Additional Comments

1

Return/Rental Refund.

Entity wants to return the device and discontinue the service

Entity shall pay to One97 the following amounts-

a. Usage charges

b. Pending rental

c. Damage charges

If the total recovery is < Usage Deposit (UD) --> Refund the balance amount

If the total recovery is > UD --> mark it as payout outstanding on the Entity ID.

Usage charges -

0-30 days of usage --> 0% of Plan Amount

30 Days plus----> 100% of Plan Amount

For Lifetime and Monthly Plan

within 30 days --> full refund

more than 30 days -->no refund

2

Replacement

Device is damaged and Entity wants to replace the device

One97 shall Issue the android device as new sale, collect new UD and rental for the android device. One97 shall take back the old device and adjust the recovery charge from the old UD as per the return policy.

   

3

Reverse pickup

Picking up the device for non-transacting Entity. Non transacting is defined as no single transaction in last 60 days or rent is unpaid for 60 days

Same as Return policy

   

4

Lost case

Case 1 - Entity has lost the device and wants a replacement

Lifetime Plan Entity -

One97 shall Issue the new device and activate the plan for remaining months only.

E.g. - If the device is lost after 7 months of usage then take back Rs. 6000/- as penalty and issue new device for 5 months only and renew after 5 months

Monthly Plan Entity -

One97 shall Issue the new device without any Usage Deposit

Penalty amount (to be charged via QR)

Android

< 12 months old - Rs 6000

12 - 24 months - Rs 4500

24 to 36 months - Rs 3000

Linux

< 12 months old - Rs 5000

12 - 24 months - Rs 3500

24 to 36 months - Rs 2500

 

Case 2 - Entity wants to discontinue the service

Lifetime Plan Entity -

If the Entity doesn't want the device then - Penalty + Usage/Handling charges will be adjusted from the total amount paid during purchase

If remaining annual amount is less than the amount to be taken back then remaining amount to be charged to his Paytm MID

Monthly Plan Entity -

If the Entity doesn't want the device then - Penalty + Usage/Handling charges will be adjusted from the Usage Deposit

If Usage Deposit amount is less than the amount to be taken back then remaining amount to be charged to his Paytm MID

Penalty amount (to be charged via QR)

Android

< 12 months old - Rs 6000

12 - 24 months - Rs 4500

24 to 36 months - Rs 3000

Linux

< 12 months old - Rs 5000

12 - 24 months - Rs 3500

24 to 36 months - Rs 2500

Usage / Handling charges -

0-30 days of usage --> 0% of Plan Amount

30 Days plus----> 100% of Plan Amount

 

5

Upgrade

Entity wants to upgrade the device from Linux to Android

One97 shall Issue the android device as new sale - collect new UD and rental for the device One97 shall take back the old device and adjust the recovery charge from the old UD as per the return policy

   

The following lists down the charges that are required to be paid by Entity to One97 in the event of discontinuation of EMI/ Brand EMI Plan provided by Brand to Entity. The below provisions are to be read with the Master Offline Agreement and the Schedules appended thereto.

S. No.

Scenario

Description

Policy

1

Return/Rental Refund

Merchant wants to discontinue the service.

0-1 months of usage: Rs 1000 refunded

After 1 months of usage: No refund