ADDENDUM TO THE MASTER OFFLINE AGREEMENT

This Addendum Agreement (hereinafter “Addendum”) to the Master Offline Agreement which is executed at New Delhi 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 expression shall include its successors and assigns) of the One Part; And

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

Hereinafter One97 and Entity shall be collectively referred to as “Parties” and individually as “Party”

WHEREAS:

1. The Parties had entered into the Agreement in terms of which, One97 had agreed to enable Entity to accept payment from Customers in accordance with the Agreement.
2. Entity is desirous of offering its Customers the option to pay for its Products or Services purchased/ availed through Paytm Platform/EDC Machine and accordingly the Parties agree that certain terms of the Agreement are to be amended as below.

NOW THE PARTIES HERETO AGREE AS UNDER THAT UPON THE EXECUTION OF THIS ADDENDUM, BELOW DEFINITIONS, SCHEDULES AND TERMS AND CONDITIONS SHALL BECOM

E AN INTEGRAL PART OF THE AGREEMENT:

1. The Parties hereby agree that Paytm Services under the Agreement shall also include  the option for  its Customers to pay for Entity’s Products/Goods/ services purchased/ availed through Paytm Platform/EDC Machine, accordingly Annexure AA shall stand added to the Agreement from the Effective Date hereof.

1. The Parties further agree that following Definitions shall replace the existing definition for the same under the Agreement in the manner set forth herein. Where the definition is not captured under the Agreement, the same will be added to the Agreement. 

Definitions:

“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.

“Internet Payment Gateway” means a payment gateway obtained by the One97 from Payment Gateway Provider(s) for accepting payments on the web through credit cards, debit cards, international cards, internet banking, prepaid cash cards or mobile wallets.

“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.

“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 instruments  such 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.

“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 (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.

1. The Parties agree and confirm that the clause 4 shall be added/ amended/replaced as per the respective reference in the Agreement to capture the intent desired below;
2. 4.     SCOPE OF SERVICE, CHARGES FOR EDC MACHINE/DEVICE SERVICES

1. To provide the convenience of making the payment through EDC Machine to the Customers, Entity has agreed 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.
2. One97 has agreed to provide and Entity has agreed to obtain the Paytm Services to facilitate the processing of Debit/Credit Card / Wallet payments from the Customers through One97’s EDC Machine on the terms and conditions more specifically defined in Schedule AA attached hereto.
3. The details of the Installation & Activation, the Payment Processing, Settlements and Chargebacks in relation to the Services are set out in Schedule AA.
4. One97 has received from Entity a duly filled in Entity Enrolment 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 Services for the first time by using an Entity ID number and/or Terminal ID number. The details and commercial terms provided in the Entity Enrolment Form shall be read together with the terms of this Agreement and the Parties agree to be bound thereby.

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4.1   PAYMENTS AND CHARGES

1. Entity shall pay all charges related to lease of the EDC Machine/Device including but not limited to the charges as mentioned below:

              I.    One time installation cost

             II.    Rental cost  of Device

           III.    SIM cost

           IV.    Maintenance charges

            V.    One time refundable security deposit

1. 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 Schedule AA of this Agreement.
2. Failure on the part of the Entity to make the above payments shall result in:

              I. Late payment fees, penalties, interests, and/or any other charges as may be raised by One97.

             II. 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

1. Details of the Fees and Charges are set out on Schedule AA of this Agreement.
2. Entity hereby agrees that rental charges paid/ payable by the Entity to One97 are non-refundable and Entity hereby undertakes not to claim refund of any such rental charges paid by Entity to One97 under no circumstance.

4.2     TRAINING & SUPPORT

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

1.  The Parties declare, assure and undertake that this Addendum shall be treated as part and parcel to the Agreement and the Parties agree and acknowledge that to the extent expressed herein, all the terms and conditions of the Agreement shall continue to be binding on the Parties.

1. This Addendum shall be deemed to be accepted and binding on the Entity within five (05) days of notification by One97 to Entity. Entity agrees and confirms that in case of any conflict/ dispute with regard to the enforceability/ applicability of any terms/ conditions/ provisions of this Addendum with the Agreement, the decision of One97 in this regard shall be final and binding on Entity.

1. Agreement: Entity hereby agrees and undertakes that Entity is legally entitled and eligible to enter into this e-Agreement/ e- Addendum and further agrees and undertakes to be bound by and abide by this e-Agreement/ e-Addendum and the person accepting this e-Agreement/ e-Addendum 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 e-Agreement/ e-Addendum is being accepted.
2. Except as set forth in this Addendum, all other provisions of the Agreement shall remain in full force and effect.

Annexure AA

EDC MACHINE/DEVICE SERVICES

TO BE READ WITH THE MASTER AGREEMENT

1. 1.     Scope of Service, Charges For EDC Machine/Device

a)     One97 has agreed to provide and Entity has agreed to obtain the Paytm Services 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.

b)     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.

c)     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.

1. 2.     Payments and Charges

a)     Entity shall pay all charges related to lease of the EDC Machine/Device including but not limited to the charges as mentioned below:

              I. One time installation cost

             II. Rental cost  of Device

           III. SIM cost

           IV. Maintenance charges

            V. One time refundable security deposit

           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 Entity Detail Form of this Agreement.

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

              I. Late payment fees, penalties, interests, and/or any other charges as may be raised by One97.

             II. 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

c)     Details of the Fees and Charges are set out in this Scheduleread with Commercial table in Entity Details Form of this Agreement.

d)     Entity hereby agrees that rental charges paid/ payable by the Entity to One97 are non-refundable and Entity hereby undertakes not to claim refund of any such rental charges paid by Entity to One97 under no circumstance.

1. 3.     Training and Support

a)     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.

b)     One97 will provide the necessary maintenance and servicing of the device and/or software Updates, Versions and Releases, whenever it deems fit and necessary.

1. 4.     Hardware and Software:

a)     Entity is required to lease the EDC Machine/Device and/or license the Software(s) from One97 in order to avail the One97 Services.

b)     One97 Services can be availed either by using the Software installed on Entity’s computer/mobile and/or using the Device.

c)     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.

d)     Maintenance:

The Maintenance charge will include certain repairs of device for 3 (Three) years,  as per term and conditions prescribed herein:

1)     Inclusions:

              I. OS corrupt/ Upgrade

             II. PCB failure if not damaged

           III. Any manufacturing defect in internal components if not damaged

           IV. Adaptor, battery if not damaged

2)     Exclusions: Entity shall pay the EDC Device Damage Fee as set out in this Schedulefor including but not limited to following conditions: 

              I. Loss of Device;

             II. Defects breakdown or malfunction due to failure to properly follow the installation process and instructions for use

           III. Damage due to external cause to the EDC 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 EDC device.

           IV. Lack of every day maintenance

            V. 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,

           VI. Work (opening or attempt to open the EDC device) or maintenance of the EDC device by persons not authorized by ONE97;

         VII. Wear and tear from normal daily use of the EDC device and its accessories;

        VIII. Telecommunication problems related to an unsuitable environment;

           IX. Work in connection with normal use: delivery, installation or exchange of consumable supplies;

            X. Work on any EDC device modified or added or repaired by Entity or any third party;

           XI. Malfunction due to the use of products, consumables or accessories which are non-compatible with the EDC device;

          XII. Intentional Damage to the EDC device;

        XIII. Any repairs post 3 years of installation

1. 5.     Additional Covenants of Entity:

Entity undertakes and covenants to:

a)     use One97 Services, software or EDC Device only for the business as specified in the Entity Enrolment Form and agreed herein. Entity agrees to  inform One97, in case  of any changes in the information provided in the Entity Details Form;

b)     notify  One97 immediately of any damage, loss, malfunction of EDC Device / software.

c)     not to reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or trade secrets for the EDC Device/software supplied by One97.

d)     provide such access to Customer data as required by One97 for the purposes of this Agreement.

e)     not to permit any third person, other than, One97 its employees, agent, contractor or any other person authorised by One97 to service or repair the EDC Device and immediately notify One97 of any malfunction or breakdown of the EDC Device.

f)      be fully liable for any use or misuse of the terminal(s) that may result in losing, damaging, breaking or otherwise altering the form or function of the EDC Device. Such liability of Entity will entitle One97 the right to deduct any amount from Entity payouts/ proceeds, needed for repairing, replacing or otherwise taking action to restore such EDC Device as One97 deems fit.

g)     Entity shall be liable for the following: (a) Entity’s wrongful or improper use of any EDC Device or One97 Service.  (c) Any Loss or damage to EDC Device; (d) 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); (e) 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;.

h)     To not lease or sublease the EDC Device, or give anyone any rights in the EDC Device;

i)      Entity shall keep the EDC Device adequately insured against loss by fire, theft and all other hazards (comprehensive coverage). Such insurance(s) will name One97 as owner of EDC Device, as additional insured and as loss payee. You are responsible for the replacement value of any lost, stolen or damaged EDC Device. The loss, destruction, theft of or damage to the EDC Device shall not relieve you from your obligations under the Agreement.

j)      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.

k)     ensure that the Entity’s trading/brand name and outlet location is printed clearly on the EDC Receipt, and is correct.

l)      not set any minimum or maximum amounts in respect of Transaction values for a customer using the EDC Device.

m)   Ensure that the EDC Terminal 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,

n)     not to, except with the prior written consent of One97, relocate outside the Entity’s Outlet or remove any of the EDC Device, 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;

• o)     To ensure network connectivity for smooth processing of card transactions via EDC Machine, One97 has procured SIM cards and assembled them in POS 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.

p)     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 then One97 shall have the right to repossess the EDC Machine provided to the Entity. 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.

q)     One97 and/or NPCI/RBI/Card Association shall be entitled to conduct audits on the Entity’ premises or any premises related to the conduct of your business, books, records, documents 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.

1. 6.     Process for undertaking Transactions

The following terms and conditions shall govern the One97 Services:

6.1  Activation & Installation

a)     One97 shall provide Entity an Entity ID number and/or Terminal ID number through which the Entity can activate and use the One97 Services.

b)     One97 shall assist Entity in installing the Software and activating the EDC Device for availing the One97 Services.

6.2  Processing of Transactions

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

               I.         Entity shall determine that the Card is valid;

              II.         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;

             III.         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.

            IV.         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;

              V.         Entity shall deliver a true and complete copy of the Charge slip to the Card Holder, physically or digitally, after the Transaction is completed;

            VI.         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.

b)     Entity undertakes and covenants to One97 as under:

               I.         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.

              II.         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.

             III.         Entity shall perform all its obligations to the Card Holder in connection with the underlying Transaction.

            IV.         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.

              V.         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.

c)     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.

d)     Entity shall promptly provide additional documentation as One97 may require including on account of the Entity exceeding the “approved” monthly volume or average ticket.

e)     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.

f)      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.

g)     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.

h)     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.

i)      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.

j)      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.

k)     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.

l)      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.

m)   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.

n)     Entity should desist from exploiting cash through EDC benefits on a sole terminal by swiping a single customer’s card multiple times whereby breaking the invoice value in multiple parts to enjoy a revenue on every Transaction.  The 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.

• o)     Upon termination, all EDC 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 Entity Details Form and agreed herein. If the EDC Device is found to be not in working condition, then the EDC Device Deposit shall be forfeited at One97 sole discretion and Entity shall immediately pay the balance of the Device Damage Fee without any delay and demur.

p)     One97 may terminate this Agreement immediately (without any prior notice) if:

               I.         it believes that fraudulent Card Transactions, suspicious transactions, misuse of EDC Device or the SIM card are occurring/ have occurred via Entity POS/Outlet utilizing EDC Device;

              II.         Entity appears to be on any banned list of Card Associations or Payment Gateway providers’;

             III.         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;

            IV.         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 the EDC Device or software(s) designed to disrupt, interrupt, disable, damage, destroy or limit the functionality of the EDC Device/software(s) or uses EDC Device in breach of this Agreement;

1. 7.     Settlement

a)     All settlements shall be in accordance with the RBI rules, regulations and guidelines as applicable and in a manner as mentioned in this Agreement.

b)     One97 shall process all valid Transactions of the Entity through the Transaction gateway partners.

c)     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).

d)     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.

e)     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.

f)      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.

g)     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.

h)     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.

i)      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.

j)      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.

k)     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:

               I.         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. 

              II.         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.

l)      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.

1. 1.     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:

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:

• 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.