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 1st
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, 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”.)
1.
One97 is
the owner of the website www.paytm.com, the Paytm mobile application and also
provides payment processing service through Paytm Platform. One97 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
2.
Entity is
desirous of offering its Customers the option to pay for its Products or
Services purchased/ availed through Paytm Platform
3.
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.
1. DEFINITIONS
Unless repugnant to the context or meaning thereof, the
terms defined herein shall have the following meaning:
1.1. 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.
1.2. “Application
Programming Interface” or “API” means
the Entity’s API including any documentations, source code, executable
applications and other materials made available to One97 for integration of
Entity information with the Paytm Platform.
1.3. “Authentication”
shall mean
the process by which the Customer’s identification is authenticated.
1.4. “Authorization” shall mean the process by
which the Issuing Bank/Participating Bank and/or the relevant Card Association
communicate the approval of the charge on the Customer upon receipt of the
Customer’s instruction in respect of the payment against the Transaction.
1.5. “Bill”
would mean fees and charges, or any other amount that may be collected by the
Entity (in consideration of the Services rendered /Goods sold by the Entity, to
the Customer.
1.6. “Bill
Payment” shall mean the amount of Bill to be paid by the Customer.
1.7. “Business
Day” shall mean any day on which the bank is open for business.
1.8. “Brand”
shall mean the actual owner or manufacturer of any Goods/Product being sold by
Entity at Entity’s POS to Entity’s Customer(s).
1.9. “Brand
EMI” shall mean the Equated Monthly Installment (EMI) services offered by
the Brand and its related subvention amount on its Goods/Products.
1.10. “Card
Associations” shall mean and include Master Card, Visa, Rupay, Diners Card,
American Express Card, or any other card association as may be specified by
One97 from time to time.
1.11. “Card
Association Rules” mean the rules, regulations, releases, guidelines,
processes, interpretations and other requirements imposed by any card
association as applicable.
1.12. “Chargeback”
means a payment made in respect of any Transaction, which proves to be
uncollectible from the Customer and in respect of which the Issuing Bank/
Facility Provider/ Card Association/ RBI/ NPCI or Participating Bank brings a
claim against One97 based on any of the following reasons including but not
limited to:
(i) charge/debit for goods/ services in
excess of the relevant purchase price/ service fee;
(ii) charge/debit for undelivered goods/ services;
(iii) goods/ services purchased not being as
they were promised or being defective, deficient and/or unsatisfactory for any
reason whatsoever;
(iv) charge/debit arising out of any
alleged hacking or breach of security or encryption of, or system error
attributable to, Company’s or Merchant’s system;
(v) fraud on the part of the seller of the
goods/ services;
(vi) duplicate charge
1.13. “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.
1.14. “Customer Charge”
means and includes (a) the base price of the Product / Service purchased or
availed plus the shipping charge (if any) and all other taxes, including Goods
& Service tax (“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
1.15. “Customer Order”
shall mean an order placed by the Customer for purchase of Products and/ or for
availing of Services provided by Entity.
1.16. “EMI” means
equated monthly instalments.
1.17. “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 which are communicated to One97.
1.18.
“EDC Machine/DQR
Device/Device”
shall mean electronic data capture (EDC) hardware (also known as a card swipe
machine) or a Dynamic Quick Response Device, is a payment terminal provided by
One97 on which the Entity can swipe or dip cards or scan the QR generated
through the Device, 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. It shall also include
any other similar Device which may be introduced by One97. The term Device
shall include All in One Printer Device.
1.19. “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
allow One97 to use the payment gateways developed by them to route card, transactions etc. entered into on the Device
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.
1.20. “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, epidemic,
pandemic, Act of God, civil commotion,strikes of any
kind, riots, insurrection,
war , acts of
government, computer
hacking, unauthorized access to computer data and storage devices,
computer crashes etc.
1.21. “Payment
Services”
means a payment processing services obtained by the One97 from Facility
Provider(s) for accepting payments on the Device through credit cards, debit
cards, International Cards, prepaid cash cards or mobile wallets.
1.22. “Issuing Bank”, means the bank or financial institution which has issued
the Payment Instrument to the Customer.
1.23. “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 [and facilitating the transfer of these funds in final settlement to
the Entity and other permitted payments after deduction of such service
charges.
1.24. “NPCI” shall mean National Payments
Corporation of India.
1.25. “Payment
Instrument”
means a credit card, debit card, International Cards, prepaid cash card,
Unified Payment Interface (UPI), 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.) Facility Providers or financial
institutions from time to time.
1.26. Paytm Fees” means applicable charges
specified herein (or such other rate as may be revised by One97 from time to
time under intimation to the Entity) plus applicable taxes 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.
1.27. “Paytm Postpaid” shall mean any credit
facility extended to the customers by any partner institutions of One97.
1.28. “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.
1.29. “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.
1.30.
“Paytm Wallet” shall mean a semi closed
prepaid payment instrument issued by Paytm Payments Bank Ltd (PPBL, which can
be used by the Customer against the value stored 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.
1.31. “RBI” shall mean the Reserve Bank
of India.
1.32. “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.
1.33. “Settlement” /
“Settlement Amount” means the procedure pursuant to which the amounts are remitted to the
Entity under this Agreement from the Nodal Bank Account in accordance with the
RBI Guidelines.
1.34. “Sound Box” means a 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.
1.35. “All in One Printer Device” means a smart device that
will act as a part of the Entity POS /Device providing audio transaction
updates to the Entity and printed receipt as an acknowledgement of successful
payment. The device will come with network connectivity through a SIM card and
will have a speaker and printer. Once the Customer makes the payment by
scanning the QR code through Paytm application, the All in One Printer Device
will notify the Entity that the payment is completed successfully and if
applicable, print receipt as an acknowledgement of successful payment. Whenever
the Entity accepts the payment by scanning QR code through Entity POS/Device,
the All in One Printer Device will notify the Entity that the payment is
completed successfully by announcing the amount loudly on a successful
transaction.
1.36. “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.
1.37. “Transaction
Amount” means
the Customer Charge plus Paytmfees.
1.38. “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.
1.39. “UPI” The Unified Payments
Interface (UPI) offers architecture and a set of standard Application
Programming Interface (API) specifications to facilitate online payments.
1.40. “Valid Credit
Card/Debit Card” means a Visa/MasterCard/American Express/Diners Club/JCB Credit Card /
Debit Card provided by the Issuing Banks and which is not listed in
Visa/MasterCard’s and other current warning bulletins.
2. SERVICES,
CHARGES AND MODE OF PAYMENT IN RELATION TO PAYTM WALLET , PAYMENT SERVICES AND
OTHER SERVICES
2.1. SERVICES:
a. 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.
b. 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
c. 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.
d. One97 has signed up agreements with
various banks/ financial institutions i.e., Facility Provider and is in the
process of signing up agreements with more banks and companies offering payment
facilities, and have arrangement with
them for accepting instructions from the Customers of the Entity through
the mobile/Device 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 the One97’s Nodal Bank
Account.
e. The Facility Providers offer various
facilities to One97, which facilities and services includes, Payment processing
services, 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 POS.
f. One97, through its Paytm Platform,
will enable the Entity to link up with various Facility Providers so as to
enable the Entity’s Customers to pay for the Transaction Amount through the
Entity POS.
g. 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 POS shall be transferred to One97.
h. Entity understands that in order to
avail the Paytm Platform Services and Facility Providers Services, the Entity
must be approved by and registered with One97, the Facility Providers and Nodal
Bank. The Entity shall provide One97 with all such documents as required by
One97 to register the Entity with One97, the Facility Providers and Nodal Bank.
The Entity further understands and acknowledges that One97, the Facility
Providers and Nodal Bank have the right to withdraw their approval/consent at
any time prior to or after commencement of the Paytm Platform Services.
i. Both Parties shall work together to
link the Paytm Platform with the Entity Point of Sale (POS)/software, for the purpose
of connecting the Entity POS for Payment Services. 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 to the Paytm Platform.
j. 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..
k. One97 shall be entitled and the Entity
hereby authorizes One97 to deduct One97 Service Charges, refunds, chargebacks,
penalties from each payment received from the Customer before passing on the
credit (net of One97 Service Charges, refunds, chargebacks, penalties) to the
Entity.
l. 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+1 business day (where “T” represents the Date
on which One97 receives transaction amount from the bank in its nodal account)
as per the RBI guidelines for online payments, after deducting One97 Service
Charges as detailed in the Entity Details Form , refunds, chargebacks,
penalties from each payment received
from the Customer. 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 7 days of the previous month. It is clarified that
transaction date shall mean the date on transaction has been executed on
Entity POS.
m. The Entity hereby further
unconditionally and irrevocably authorizes One97, that upon the Settlement
Amount being reversed to One97’s Nodal Bank Account due to any reason
whatsoever, including but not limited to the reasons such as, the bank account
of the Entity being dormant or any other technical issue whether reported or
not by the bank in which Entity has its account, One97 shall have the right to
settle/disburse the Settlement Amount to Entity’s Paytm Wallet and/or
alternative bank account as provided by Entity on the Paytm Platform, after 3
(three) business days of such reversal of the Settlement Amount. It is
therefore agreed and authorized by the Entity that if the Settlement to bank
account details as contained in this Agreement fails or is reversed, the
Settlement shall be made by One97 to the specified Paytm wallet of the Entity. Additionally,
if Entity opts for current account/saving account (“CASA”) program, a program
which may be initiated by One97 with its Bank partner, then, in such case,
Entity authorizes One97 to change its settlement account to newly opened bank
account as provided by partner Bank. One97 will notify Entity about change in
settlement account and the benefits (including but not limited to modified
commercials) thereof, through a push notification/email or other similar medium.
If the Entity does not want to change the settlement account then the same
should be intimated to One97 within 5 (five) days of receipt of notification
from One97, failing which, the same shall be considered as a deemed acceptance
by Entity.
2.2.
AUTHENTICATION
AND AUTHORISATION OF TRANSACTION
a. 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.
b. 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.
c. 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, documents provided by the Entity etc.
2.3. CHARGEBACK
a. One97 will notify the Entity of any
chargeback within 24-48 hours of receiving such notification from any facility
Provider or relevant third party, including the details and reasons for the
chargeback request.
b. The Entity acknowledges and agrees
that in a Chargeback claim on One97, One97 shall deduct the equal amount of
said claim from the payable amount to the Entity and 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. Entity agrees to provide the supporting
documents to One97 in respect of a Chargeback within five (5) calendar days of
intimation of such chargeback received. Once the required documents are
provided by the Entity to One97. One97 shall submit the same to Authorizing
Bank for the scrutinisation, post which the decision of the Authorizing Bank
shall be final and binding. The Entity hereby authorizes One97 to adjust the
chargeback amount to the extent of the aforesaid uncollectable amount from
amount payable to the Entity by One97. Such amount shall be reversed to the
entity if the resolution provided by Authorizing Bank or relevant authorities
pertaining to the chargeback is in the favour of entity.
c. Entity agrees that the timing for
raising Chargebacks and retrieval requests, any defence of a Chargeback and
allocation of related penalties will be handled in accordance with the
applicable procedures and/or guidelines set by the Card Association or the
applicable regulatory body in India (e.g., the RBI and NPCI).
d. Entity agrees that if its chargeback’s in any month crosses
1% of total transaction value of that month then:
· Entity will submit Bank Guarantee/
Security Deposit equivalent to 2 times of the highest GMV processed in last 6
months
·
The terms of the BG/ Security Deposit
will be re-evaluated after one year or expiry/ termination of the agreement,
whichever is earlier.
e. 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:
· One97 shall be entitled to withhold
amount 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.
2.4. REFUND
All the refunds to the customer will
be requested and handled as per the Entity’s refund/returns policy. For
clarity, all refunds shall be made to the customer only after the deduction
from the settlement amount of the entity. In case, there is no forward amount
to adjust the refund amount then One97 shall not be liable to make the refund
to the customer on its behalf. Further, any penalty imposed by RBI on One97 for delayed refund to
the customer shall be borne by the Entity.
2.5. Refunds/
Chargebacks in excess of forward settlement amount
If One97 is unable to adjust any
refund/ chargeback amount from the settlement amount, an intimation / notice
would be sent to the Entity and Entity shall be pay such amount to One97 within
5 business days from the date of intimation. In case entity fails to pay within
the given timelines, One97 shall be entitled to charge the Entity late payment
interest at the rate of 1.5% per month on all late payments from the date of
the intimation until the actual date of payment.
2.6. CONSIDERATION
a.
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.
b. 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, refunds, chargebacks, penalties).
c. 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 basis mutual
discussion with the entity, and One97 will intimate (either by email/ or in
writing) to the Entity of any such change 30 days in advance before making the
said changes effective. However, if there are any changes in the fees basis the
RBI guidelines, it will be made effective immediately and entity shall be
intimated about the same via formal communication.
d. It is hereby agreed and acknowledged
by the Parties that the Paytm 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 chargeback,
refunded or disputed.
e. 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 IV. The said Paytm Fees set forth in Schedule
IV 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.
f. The MDR / Convenience fee is exclusive
of all applicable taxes including (GST), governmental charges, levies, duties
etc.
g. 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.
h. Entity shall provide its GST
registration certificate to One97 prior to execution of this Agreement.
i. 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.
j. All payments by Entity are subject to
deduction of TDS on Paytm Fees under Income Tax Act, if applicable. TDS, if
any, shall be deposited by the entity as per applicable laws based the on the
invoice raised by One97 on monthly basis. The same will be reimbursed by One97
within 30 days from the date of receipt of TDS certificate from the Entity.
k. 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
security deposit amount/bank guarantee post completion of six months from the
termination or expiry of this Agreement, whichever is later on the basis of
risk assessment report only.
3. 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.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PARTIES
4.1. Either party hereby undertakes,
affirms and agrees that:
a. It
is in good standing and
that it has full
authority to enter into this
Agreement and has obtained the
necessary approvals, GST registration certificate as per the applicable law,
to perform its obligations hereunder according to the terms hereof.
b. It shall take adequate
precautions not to
breach the privacy of the
Customers during the course of performance of its obligations herein.
c. Either Party shall comply with all
applicable 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.
5. INTELLECTUAL PROPERTY AND TRADEMARKS
5.1. Each Party shall own all intellectual
property rights in respect of their respective web sites and other services.
5.2. 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.
5.3. 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.
5.4. 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.
5.5.
Any use of a Mark of any Card
Association by an Entity in advertising
or signs, must be in accordance with the Standards, including the Card
Association’s reproduction, usage, and
artwork
Standards, as may be in effect from time to time; and
the Entity’s
use or display of any Mark will terminate effective with the termination of
the Agreement, or upon notification by the Card
Association to discontinue such use
or display.
6. FRAUDULENT TRANSACTIONS
6.1. 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:
a. 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.
b. 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 the Chargeback section of this
Agreement.
c. 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 five (5) days of the receipt of the claim from One97.
7. DATA, SYSTEM SECURITY AND COMPLIANCES
7.1. 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.
7.2. 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.
7.3. One97 shall inform the Entity, in a
timely manner, of any major system changes implemented by any card Association
and the Entity shall allow the implementation of system changes required by any
Card Association.
7.4. 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.
8. ENTITY COVENANTS: Entity hereby declares, assures, undertakes and
covenants as under:
8.1. 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.
8.2. 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.
8.3. 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.. 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 In addition, One97 reserves the right to terminate this
Agreement without further notice in the case of breach of this Clause.
8.4. 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.
8.5. 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.
8.6. 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.
8.7. While providing the said Paytm
Services, One97 acts only as Intermediary enabler/ facilitator of payment
platform by:
a. connecting the Entity and the Customer
to enter into Transaction and/or enable the Customer to make online payment of
Transaction Amount.
b. 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.
8.8. The Entity further declares, assures,
undertakes and covenants as under:
a. In the event that the Entity provides
EMI/Brand EMI options to the Customers, the Entity shall endeavour to deliver
the Product or render the Services after the approval of the EMI/ Brand EMI
option from the Issuing Bank providing the EMI/ Brand 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/ Brand 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 Bank/Entity.
b. The Entity shall, 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. .
c. The Entity shall 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
d. 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.
e. 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.
f. 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.
g. 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.
Entity shall retain all such records for a period of 10 years from the relevant
date of the order placed. 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 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.
h. Entity shall be held liable for any
Settlement made to a wrong/incorrect bank account, upon the Settlement being
made pursuant to any wrong bank account details getting linked to Paytm
Platform solely due to incorrect details provided during onboarding or any
further documentation relating to bank account details provided by the Entity.
One97 shall not be responsible for any Settlement made to the wrong/incorrect
bank account, made to a person who is not the Entity, or any other scenario
which are not in the control of One97.
i. 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.
j. Entity hereby agrees and undertakes
the following:
(i) 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.
(ii) 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.
(iii) 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.
k. Entity hereby agrees that in case the
bank is not able to post/convert certain transactions as EMI/ Brand EMI
transactions due to whatsoever reason, One97 shall not be liable for any
unsuccessful conversion/cancellation of the transaction.
8.9. Disclosures required to avail Services
of One97 and Facility Providers
a. 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.
8.10. The Entity agrees, undertakes and acknowledges to
comply with the following at all times:
a. 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.
b. 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.
c. Under no circumstance shall Entity
allow Customer to make transaction on the Entity’s Paytm Entity Account for the
purpose of providing cash (except where allowed) or any other benefit to the
Customer.
d. 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.
8.11. Entity shall, at reasonable hours, allow
One97, its management, its auditors and/or regulators/RBI, the opportunity of
inspecting, examining and auditing the Entity's operations, including its
security practices and control processes, and business records directly
relevant to the Services, and financial agreements, its balance-sheet and profit
and loss account and audit reports, and all other documents which the Entity
may be called upon to produce for the purposes of ascertaining the financial
viability of the Entity as a Merchant.
8.12. On receipt of a reasonable notice from One97,
the Entity shall provide access to and make available to any of One97’s
officers / employees/ management or internal / external auditors/ regulators of
One97, the necessary records for inspection / examination / audit, and
co-operate to the fullest extent so as to clarify on any activities and to
assure a prompt and accurate audit related to the scope of the Agreement. The
Entity shall also co-operate in good
faith with One97 to correct any practices which are found to be
deficient as a result of any such audit,
within a reasonable time after
receipt of One97’s report. Such audits or reviews will be at the expense
of the One97.
8.13. Entity recognizes the right of regulators of
One97 in relevant jurisdiction including Reserve Bank of India to inspect / cause
an inspection to be made of the Entity and its books and account by one or more
of its officers or employees or other persons.
8.14. One97's audit rights shall survive expiration
or termination of this Agreement for the period required under applicable Laws
and Regulations.
8.15. 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/card number,
expiration date, CVV. Entity must not store Payment Data at any time and it is
Entity’s responsibility to comply with these standards.
9. CONFIDENTIAL INFORMATION
9.1. 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.
9.2. 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.
9.3. Disclosure Of Credit Card Information
– Parties 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.
10. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES:
10.1. 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.
10.2. 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.
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.
10.3. 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 services, 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.
10.4. Without prejudice to any other provision of this
Agreement, One97, the Facility Providers Participating Banks do not warrant
that: -
a. One97’s services, the Facility
Providers facilities Payment Mechanism
will be provided uninterrupted or free from errors or that any identified
defect will be corrected; or
b. is free from any virus or other
malicious, destructive or corrupting code, program or macro.
10.5. 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:
a. amounts due from Customer in
connection with any service obtained by the Customer at Entity’s Site;
b. any applicable taxes including but not
limited to GST and other government levies.
10.6. Parties agree that One97 shall not be liable in case
there is any non-conversion of transaction amount/cancellation of EMI/ Brand
EMI services, tenure, scheme provided to the Customer by any bank/Entity on
case to case basis.
11. INDEMNITY
11.1. 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:
a. Any breach of applicable laws, GST,
rules and regulations.
b. 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 Bill, chargeback and refunds, any fines, penalties or interest
imposed directly or indirectly on One97 on account of Entity under this Agreement and/or any Schedules;
c. 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
d. any act, neglect or default of
Entity’s agents, employees, licensees or customers; or
e. any claim by any other party against
One97, arising from sub-clauses above.
11.2. 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.
11.3. 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.
12. TERM AND TERMINATION
12.1. This Agreement shall become effective on the Effective
Date and shall remain in full force unless terminated by either Party.
12.2. 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.
12.3. 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 the Paytm 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.
12.4. One97 may terminate this Agreement immediately (without
any prior notice) if:
(i) 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;
(ii)
Entity
appears to be on any banned list of Card Associations or Facility 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
Device or software(s) designed to disrupt, interrupt, disable, damage,
destroy or limit the functionality of the
Device/software(s) or uses Device
in breach of this Agreement;
(v)
the same
is required by any Card Association or Facility Provider
12.5. 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.
12.6. One97 may terminate the Agreement any time without
assigning any reason by giving the Entity a prior written notice of 30 days.
12.7. Subject to lock-in period, if any, Entity may terminate
this Agreement or one or more Services at any time by giving a 90-day prior
written notice.
12.8. 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.
12.9. 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.
12.10. 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. 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.
13. 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.
14. LIMITATION OF LIABILITY
14.1. 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 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.
14.2. 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.
14.3. In no event shall One97 be liable to the Customers or
any third party.
15. BRIBES, GIFTS, ENTERTAINMENT, FAVORS AND PAYMENTS
15.1 The
Parties herein confirm that they shall not offer any gifts, payments, services,
or other favors to the employees, personnel of the other Party where these
would, or might appear to improperly influence the employee in performing his
or her duties for such Party. Consistent with each Party’s requirement that all
business conducted adheres to applicable laws and regulations, the use of
bribes, secret compensation or kickbacks is strictly prohibited.
15.2 Entity hereby agrees and confirms that they
shall comply with One97’s Anti-Bribery and Corruption Policy in this regard
available on the link https://paytm.com/our-policy, and that Entity, its subcontractors and agents shall
have required internal policies to ensure such compliances. Entity undertake
that they shall procure compliance with such policies and procedures by its
officers, directors, employees and sub-contractors and that shall procure
similar undertaking from their sub-contractors as involved in the performance
of this Agreement.
16. GENERAL PROVISIONS
16.1. 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.
16.2. 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.
16.3. 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.
16.4. 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.
16.5. 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.
16.6. 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.
16.7. 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.
16.8. 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.
16.9. 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.
● 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, to the extent its prohibited in the
concerned state/UT, or license is not available where required;
● 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;
A. Manner of payment using QR Codes
1. QR codes in printed or digital format
or otherwise will act as a signature for Entity’s information like MID code,
Entity’s/Outlet location, industry, type, transaction amount, etc.
2. 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.
3. 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.
4. 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.
5. Customer is directed to Entity’s
payment screen on his Paytm wallet app for authorization of payment
6. Customer confirms the payment and
Entity receives notification on Entity dashboard panel/ Kiosk panel/ Email/ SMS
7. 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.
B. Manner of payment using OTP
1. 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.
2. 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/Outlet)for verification and
authorization and generation of One Time Password (“OTP”) through Paytm.
3. 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.
4. 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.
C. Manner of
payment using Dynamic QR Code if applicable
1. Customer opts for payment through the
Paytm Wallet mode and announces the same to the person presenting the bill/
person taking the Order.
2. 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
Outlet location, industry, type, transaction amount, bill amount etc.
3. Customer scans the QR code from Paytm
Mobile Application on his mobile no. and is directed to Entity payment screen
for authorization of payment
4. 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.
D. Manner of payment using TOTP- (TOTP)
1. 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.
2. 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 Outlet) for verification and authorization
3. 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.
E. Other Payment
options (for users to pay upon scanning their QR codes e.g. Wallet, UPI, CC,
DC, NB, IMPS & EMI):
1. Customer scans Paytm’ QR code on an
offline Entity using his Paytm app.
2. Thereafter app displays the screen where the Customer
would enter the amount or any applicable promo code, etc.
3. 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.
4. 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.
5. 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.
6. 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)
7. A Native payment page would be opened
with the configured payment options e.g.
Saved details, Wallet, UPI, CC, DC, NB, EMI & IMPS
8. Post completion of payment, Customer
will show the appropriate payment confirmation to the Entity.
9. All the payments done by the Customer
will be required to be shown in the payment passbook to the Customer.
F. Manner of
Payment using Link
1. Entity to send QR code / Link to make
payment to customer.
2. 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.
3. 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.
4. Payout will be done in Entity’s bank
account.
SCHEDULE III
EDC MACHINE/DEVICE SERVICES
TO BE READ WITH
THE MASTER AGREEMENT
1. PAYMENTS AND CHARGES
I. Entity shall pay all charges related
to lease of the EDC Machine/Device including but not limited to the charges as
mentioned below:
A. One time installation cost
B. Rental cost of Device
C. SIM cost
D. Maintenance charges
E. One time refundable Usage Deposit as mentioned in
Schedule IV
F. &nbsnbsp; 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 IV of this Agreement.
II. 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
III. Details of the Fees and Charges are
set out in Schedule IV read with Commercial table in Entity
Details Form of this Agreement.
IV. Entity hereby agrees that rental
charges paid by the Entity to One97 is refundable in accordance with the Refund
Policy as per Annexure A.
2. TRAINING & SUPPORT
(i) 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.
(ii) One97 will provide the necessary
maintenance and servicing of the device and/or software Updates, Versions and
Releases, whenever it deems fit and necessary.
3. HARDWARE & 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 1 (one) year, as per term and conditions
prescribed herein:
I. Inclusions:
1) OS corrupt/ Upgrade
2) PCB failure if not damaged
3) Any manufacturing defect in internal
components if not damaged
II. Exclusions:
a.
Loss of
Device, Defects due to failure to properly follow the installation process,
Damage due to external cause to the Device or modifications to the Device,
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, opening or attempt to open
the Device or maintenance by persons not authorized by ONE97; Normal Wear and
tear,Telecommunication problems , Malfunction due to the use of products,
consumables or accessories which are non-compatible with 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 applicable Device damage fee 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.
E. 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.
4. Additional
Covenants of Entity:
I. Entity undertakes and covenants to:
a. Use One97 Services, software or EDC Device only for the
business as specified in the Entity Details 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 Machine / software.
c. 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.
d. 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.
e. 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;.
f. Entity shall ensure that Entity’s employees shall not ask a Cardholder to reveal the
Cardholder’s PIN or password.
g. To not lease or sublease or sell the Device, or give anyone any rights in the Device in any manner;
h. 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.
i. not set any minimum or maximum amounts
in respect of Transaction values for a customer using the EDC Device.
j. 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,
k. 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;
l. 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.
m. 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 IV 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 Entityincluding 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.
n. 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.
o. Entity must collect or ensure that the following
documents are collected/made available by its Entity or its sub-merchants (as
the case may be), in case of accepting International Cards -
i) Copy of
passport and visa of the Customer
ii) Invoice
iii) Front side photo/copy of the card
used for transaction
The aforesaid document(s) must be made
available to One97 on demand.
p. Upon termination, all Devices shall be immediately
returned by Entity in working condition within 07 working days failing which
Entity shall pay the applicable Device damage fee and/or as set out in
commercial section of Schedule IV, of this agreement,. 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.
5. Process for undertaking Transactions
The following terms and conditions shall govern the One97
Services:
5.1 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 Machine for availing the One97
Services.
5.2 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) 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.
(d) 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.
6. Usage Deposit
Terms and Conditions:
6.1
Entity
shall deposit one time interest-free refundable Usage Deposit as mentioned in
Schedule IV of this agreement, to ensure proper handling and safe return of the
Device to One97 as per Refund Policy in Annexure A.
6.2
Return of
Device – Entity may return the Device to One97 at any time subject to Refund
Policy in Annexure A and the following conditions:
a)
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;
b)
Device
shall not be tampered in any manner;
c)
Any other
terms and condition as may be specified by One97 from time to time for return
of Device;
d)
Payment of
early usage charges, as applicable.
e)
Penalty in
case of not meeting the minimum transaction value as mentioned in Schedule.
6.3
The Terms
for refund of Usage Deposit are mentioned under Refund Policy under Annexure A
to this Agreement.
6.4
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:
a)
Any
activity conducted in violation of applicable law.
b)
Failure to
comply with the terms and conditions under the Agreement for use of Device and
Paytm Services provided hereunder.
7. Cash withdrawal services
(a) The Parties agree for adding “Cash at
POS” services to the Customers at Entity POS through Device.
(b)
Cash at POS means the service offered
by the Entity to offer cash withdrawal to the Customers within the limit
defined herein.
(c) For every transaction, Entity shall
get .50% of the Transaction Value with a maximum cap of Rs. 4.23/- per
Transaction as a commission. Commission will get settled in the settlement
account of the Entity.
(d) For Cash at POS services, Entity shall
be required to raise an invoice at the end of each month and the same shall be
paid by One97 within 30 days of invoice subject to reconciliations. All the
payments are subject to applicable withholding taxes.
(e) The Entity shall not charge any Extra
amount from the Customer for availing the Cash at POS facility nor shall any
extra amount will be charges when a Customer makes transaction with his Debit
card.
(f) The Commission amount will only be
settled if the Entity is using Cash@POS services on the Device.
(g) The Commission is only valid for
transactions made through Debit Card / Prepaid Card by a Customer on the
Device.
(h) The Maximum number of Transactions
count per card per Device is 3 (three) per day. Each Transaction value will be
in factor of Rs. 100/- with a maximum transaction value of Rs. 1000/ per day.
(i) One97 shall not be liable if the
Entity provides any counterfeit notes or no notes or less notes as compared to
the Transaction value to the Customer. Any liability for Cash at POS services
lies with the Entity and Entity shall keep One97 indemnified at all times in
this regard. If any such cases are found, then it may lead to termination of
this service as per the Agreement.
(j) Entity shall clearly indicate /
display the availability of this facility at the Entity outlets.
(k) One97 reserves the right to hold
commission payable to the Entity basis on their entity relationship or based on
the fraud transactions. One97 also reserves the rights to terminate this
service based on any suspicious transactions.
(l) Entity will be charged Rs. 49/-
(inclusive of taxes) per Device as a monthly rental for activation of the
service in the Device. The same will be adjusted from settlement of transaction
amount.
8. Brand EMI services
(a) Brand will share a list of
Goods/Product eligible for Brand EMI services and its related subvention amount
on daily/Weekly/Fortnightly/ Monthly basis with the Entity/Issuing Bank/One97.
(b) Brand will check the Transaction details
shared (whether eligibility of Goods/Product, period) and pay the due
subvention amount to One97.
(c) One97 will then share this due
subvention amount to the Issuing Bank along with details of the Transactions
and the Issuing Bank will then reimburse the Customer.
(d) In the event the Brand does
not pay/reimburse the subvention amount to One97 for cases where the
Goods/Product is not eligible as per the Brand or any other reason whatsoever,
the Entity shall pay such subvention amount to One97 who will then give it to
the Issuing Bank and the Issuing Bank will reimburse the amount to the Customer.
SCHEDULE IV
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:
|
Commercials for PPB_NB (%) |
0.00%
for txn less than equal to Rs.2000 0.00%
for txn more than Rs. 2000 |
|
Commercials for UPI (%) Merchant
Discount Rate (MDR) %- Service/Convenience
fees (%)- |
0.00% for txn less than equal to Rs.2000 0.00% for txn more than Rs.2000 |
|
Commercials for Wallet (%) |
0.00%
on all txns |
|
Commission
for Debit Card |
i.
0.40% for transaction less than Rs.2000/-
(for all cards except Rupay Cards) ii.
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) iii.
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) iv.
0.00% for all transaction (for Rupay Cards.) The
above commission is subject to maximum capping as approved by RBI |
|
Commission
for Credit Card |
1.40%
(Business Category- Grocery/Kirana) 1.20%
(Tolls/Govt/Utilities/Education) 1.99%
(Others) |
|
Commission
for Postpaid |
Same
as Credit Card with minimum capping of 1.00% |
● AMC has moratorium period of
15 days from the date of purchase.
● Merchant can only take one
claim per device per year
● 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.
● 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 Smart EDC
Machine/Device Services (Linux) with Printer - to be read with the Master
Agreement
Entity
shall pay to One97, the fees as detailed below:
|
Smart EDC Basic Plan (Linux) With
Printer |
||||||
|
Particulars |
Fee/Charges |
|||||
|
Rental Charge (includes device
cost, maintenance charges, SIM charges) |
Smart
EDC |
|
||||
|
Refund Policy |
Smart
EDC |
As
per Annexure – A. |
||||
|
Refundable Usage Deposit |
Smart
EDC |
Waived
Off |
||||
|
One time setup fee(inclusive of
GST) |
Smart
EDC |
Rs.
2000/- |
||||
|
Annual Maintenance Charge(AMC) |
Smart
EDC |
Rs.
199/- |
||||
|
EMI-One time setup fee (Inclusive
GST) |
Not
Applicable |
|||||
|
International Card One time setup
Fee (Inclusive GST) |
Not
Applicable |
|||||
|
EMI-monthly fee (Excluding GST) |
Not
Applicable |
|||||
|
Additional Surcharge for EMI (per
transaction) |
0.50% |
|||||
|
Commission for Debit Card |
i.
0.40% for transaction less than Rs.2000/-
(for all cards except Rupay
Cards) ii.
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) iii.
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) iv.
0.00% for all transaction (for Rupay
Cards.) The
above commission is subject to maximum capping as approved by RBI |
|||||
|
Commission for Credit Card |
Small
Merchants: 0.90%
for transaction upto Rs 70,000 & then 1.99% (Non Grocery)/ 1.4%
(Grocery) Big
Merchants: 1.20%
(Utilities/Govt/Edu./Tolls) 1.4%
(Grocery) 1.75%
(Others) |
|||||
|
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 |
3.5% |
|||||
|
Commission for Diners |
2.99% |
|||||
|
Commission for JCB and Union Pay |
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.
10,000/- |
|||||
|
Chargeback
Management Fee |
Rs
500 per instance- |
|||||
● 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
● 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.
● 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 Smart EDC Super
Saver Plan (Linux) - to be read with the Master Agreement
Entity shall pay to One97, the fees
as detailed below:
|
Smart
EDC Super Saver Plan (Linux) |
||
|
Particulars |
Fee/Charges
in Rupees |
|
|
Rental
Charge (includes device cost, SIM cost, maintenance charges) |
Linux G2 |
RS.
250/- (exclusive of GST) |
|
Refund
Policy |
Linux G2 |
As per Annexure – A |
|
Refundable
Usage Deposit (inclusive of GST) |
Linux G2 |
Rs. 1500/- |
|
One
time setup fee(inclusive of GST) |
Linux G2 |
Rs.
2000/- |
|
EMI-One
time setup fee (Inclusive GST) |
Not
Applicable |
|
|
Additional
Surcharge for EMI (per transaction) |
0.50% |
|
|
EMI-monthly
fee (Exclusive GST) |
Not
Applicable |
|
|
Commission
for Debit Card (for Big Merchants) |
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) iv.
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 Small Merchants) |
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) iv.
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) |
0.90%
on all txns up to GTV amount Rs.70,000 and above which 1.40% on all txns for
Grocery categories 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) |
1.40%
(Business Category- Grocery/Kirana) 1.20%
(Tolls/Govt/Utilities/Education) 1.75%
(Others) |
|
|
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 JCB and Union Pay |
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.
10,000/- |
|
|
Chargeback
Management Fee |
Rs
500 per instance- |
|
● 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
● 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.
● 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 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 Lifetime Gold Plan(Linux)
With Printer |
||||||||
|
Particulars |
Fee/Charges |
|||||||
|
Rental Charge (includes device
cost, maintenance charges) |
Smart
EDC |
|
||||||
|
Refund Policy |
Smart
EDC |
As
per Annexure – A. |
||||||
|
Refundable Usage Deposit |
Smart
EDC |
NA |
||||||
|
One time setup fee(inclusive of GST) |
Smart
EDC |
Rs.
2000/- |
||||||
|
Annual Maintenance Charge(AMC) |
Smart
EDC |
Rs.
199/- |
||||||
|
EMI-One time setup fee (Inclusive
GST) |
Not
Applicable |
|||||||
|
International Card One time setup
Fee (Inclusive GST) |
Not
Applicable |
|||||||
|
EMI-monthly fee (Exclusive GST) |
Not
Applicable |
|||||||
|
Additional Surcharge for EMI (per
transaction) |
0.50% |
|||||||
|
Commission for Debit Card |
i.
0.40% for transaction less than Rs.2000/-
(for all cards except Rupay
Cards) ii.
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) iii.
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) iv.
0.00% for all transaction (for Rupay
Cards.) |
|||||||
|
Commission for Credit Card |
1.4%
in Grocery & 1.2% in Edu, Toll, BFSI, Govt & 1.75%+GST in All others |
|||||||
|
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 |
3.5% |
|||||||
|
Commission for Diners |
2.99% |
|||||||
|
Commission for JCB and Union Pay |
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.
10,000/- |
|||||||
|
Chargeback
Management Fee |
Rs
500 per instance- |
|||||||
● 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
● 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.
● Abovementioned 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 Smart EDC
Machine/Device Services (Linux) without Printer- to be read with the Master Agreement
Entity
shall pay to One97, the fees as detailed below:
|
Smart EDC Linux D190 - Special Liquidation Plan |
||||||||
|
Particulars |
Fee/Charges |
|||||||
|
Rental Charge (includes device
cost, maintenance charges) |
Smart
EDC D190 |
|
||||||
|
Refund Policy |
Smart
EDC |
No
Refund |
||||||
|
Refundable Usage Deposit |
Smart
EDC |
Not
Applicable |
||||||
|
One time setup fee(inclusive of
GST) |
Smart
EDC |
Rs.
1599/- |
||||||
|
Annual Maintenance Charge(AMC) |
Smart
EDC |
Not
Applicable |
||||||
|
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 Debit Card |
i.
0.40% for transaction less than Rs.2000/- (for all cards except Rupay Cards) ii.
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) iii.
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) iv.
0.00% for all transaction (for Rupay Cards.) The
above commission is subject to maximum capping as approved by RBI |
|||||||
|
Commission for Credit Card |
1.40%
(Business Category- Grocery/Kirana) 1.20%
(Tolls/Govt/Utilities/Education) 1.99%
(Others) |
|||||||
|
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 |
3.5% |
|||||||
|
Commission for Diners |
3.00% |
|||||||
|
Commission for JCB and Union Pay |
2.99% |
|||||||
|
Commission for Prepaid Card |
2.50% |
|||||||
|
Commission for Corporate/Commercials
Card |
2.75% |
|||||||
|
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.
10,000/- |
|||||||
|
Chargeback Management Fee |
Rs
500 per instance |
|||||||
●
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
●
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.
●
Abovementioned 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
Super saver Plan - to be read with the Master Agreement
Entity
shall pay to One97, the fees as detailed below:
|
Android
EDC Super saver Plan |
|
|
|
Particulars |
Fee/Charges
in Rupees |
|
|
Rental
Charge (includes device cost, SIM cost, maintenance charges) |
RS
250.00 (Android A50) (exclusive of GST) RS
300.00 (Android A910/DX8000) (exclusive of GST) |
|
|
Refund
Policy |
As
per Annexure-A |
|
|
Refundable
Usage Deposit |
Rs. 1500/-
(Android A50) Rs.
6500/- (Android A910/DX8000) |
|
|
One
time setup fee(inclusive of GST) |
RS
2000 (Android A50) RS
2000 (Android A910/ DX8000) |
|
|
EMI-One
time setup fee (Inclusive GST) |
Not
Applicable |
|
|
International
Card One time setup Fee (Inclusive GST) |
Not
Applicable |
|
|
EMI-monthly
fee (Exclusive GST) |
Not
Applicable |
|
|
Additional
Surcharge for EMI (per transaction) |
0.50% |
|
|
Commission
for Debit Card (for Big Merchants) |
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) iv.
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 Small Merchants) |
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) iv.
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) |
0.90%
on all txns up to GTV amount Rs.70,000 and above which 1.40% on all txns for
Grocery categories 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) |
1.40%
(Business Category- Grocery/Kirana) 1.20%
(Tolls/Govt/Utilities/Education) 1.75%
(Others) |
|
|
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 JCB and Union Pay |
2.99% |
|
|
Commission
for Prepaid Card |
2.20% |
|
|
Commission
for Corporate/Commercials Card |
2.50% |
|
|
Chargeback
liability of Entity |
100% |
|
|
Maximum
penalty/charges for damage done to the EDC Machines or loss of EDC machines |
Rs.
15,000/- |
|
|
Chargeback
Management Fee |
Rs
500 per instance- |
|
● 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
● 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.
● 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:
|
Android EDC Basic Plan with Printer |
||||||||
|
Particulars/Device |
Fee/Charges |
|||||||
|
*Rental Charge (includes device
cost, maintenance charges, SIM charges) |
Android
EDC |
|
||||||
|
*Rental Charge (includes device
cost, maintenance charges, SIM charges) |
Android
EDC with POS |
|
||||||
|
Rental Refund |
Android
EDC |
As
per Annexure – A. |
||||||
|
One time setup fee ( Inclusive of
GST) |
Android
EDC |
Rs.
2000/- |
||||||
|
Annual Maintenance Charge(AMC)- |
Android
EDC |
Rs.199/- |
||||||
|
EMI- Annual rental |
Not
Applicable |
|||||||
|
Refundable Usage Deposit |
Android
EDC |
Rs.
2000/- (for monthly plan only) Not
applicable for Lifetime plan |
||||||
|
Additional Surcharge for EMI (per
transaction) |
0.50% |
|||||||
|
Commission for Debit Card |
i.
0.40% for transaction less than Rs.2000/-
(for all cards except Rupay
Cards) ii.
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) iii.
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) iv.
0.00% for all transaction (for Rupay
Cards.) “The above commission is subject to
maximum capping as approved by RBI” |
|||||||
|
Commission for Credit Card |
Small
Merchants- Monthly
Plan: 0.9%
for transaction upto Rs. 70,000 &
then 1.99% (Non Grocery) 0.9%
for transaction upto Rs. 70,000 &
then 1.40% (Grocery) Lifetime
Plan: 1.75%
(Non Grocery) 1.4%
(Grocery) 1.20%
(Utilities/Govt/Edu./Tolls) Big
Merchants (for Monthly and Lifetime Plan both)- 1.75%
(Non Grocery) 1.4%
(Grocery) 1.20%
(Utilities/Govt/Edu./Tolls) |
|||||||
|
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 |
3.5% |
|||||||
|
Commission for Diners |
2.99% |
|||||||
|
Commission for JCB and Union Pay |
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.
15,000/- |
|||||||
|
Paper Roll |
|
|||||||
|
Chargeback Management Fee |
Rs
500 per instance |
|||||||
● 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
● 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.
● Abovementioned 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:
|
Android EDC Basic Plan Without
Printer |
|||||||||||
|
Particulars/Device |
Fee/Charges |
||||||||||
|
*Rental Charge (includes device
cost, maintenance charges, SIM charges) |
Android
EDC |
|
|||||||||
|
Rental Refund |
Android
EDC |
As
per Annexure – A. |
|||||||||
|
One time setup fee ( Inclusive of
GST) |
Android
EDC |
Rs.
2000/- |
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|
Annual Maintenance Charge(AMC)- |
Android
EDC |
Rs.
199/- |
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|
Refundable Usage Deposit |
Android
EDC |
Not
Applicable |
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|
EMI- Annual rental |
Not
Applicable |
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|
Monthly software & sim charges |
Rs.
0.00 |
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|
Additional Surcharge for EMI (per transaction) |
0.50% |
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|
Commission for Debit Card |
i.
0.40% for transaction less than Rs.2000/-
(for all cards except Rupay
Cards) ii.
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) iii.
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) iv.
0.00% for all transaction (for Rupay
Cards.) “The above commission is subject to
maximum capping as approved by RBI” |
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|
Commission for Credit Card |
Small
Merchants- Monthly
Plan: 0.9%
for transaction upto Rs. 70,000 &
then 1.99% (Non Grocery) 0.9%
for transaction upto Rs. 70,000 &
then 1.40% (Grocery) Lifetime
Plan: 1.75%
(Non Grocery) 1.4%
(Grocery) 1.20%
(Utilities/Govt/Edu./Tolls) Big
Merchants (for Monthly and Lifetime Plan both)- 1.75%
(Non Grocery) 1.4%
(Grocery) 1.20%
(Utilities/Govt/Edu./Tolls) |
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|
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 |
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|
Commission for International Card |
3.5% |
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|
Commission for Diners |
2.99% |
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|
Commission for JCB and Union Pay |
2.99% |
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|
Commission for Prepaid Card |
2.20% |
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|
Commission for
Corporate/Commercials Card |
2.50% |
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|
Fraud liability of Entity |
100% |
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|
Chargeback liability of Entity |
100% |
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|
Maximum penalty/charges for damage
done to the EDC Machines or loss of EDC machines |
Rs.
15,000/- |
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|
Paper Roll |
|
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|
Chargeback Management Fee |
Rs
500 per instance |
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● 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
● 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.
● Abovementioned 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.
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. Policy
with respect to refund of Usage Deposit- ● within 30 days : 100% ● 31-90 days : 75% ● 91 - 180 days : 50% ● 181 - 270 days : 25% ● after 270 days : 0% |
Usage charges - 1-3
months of usage --> 25% of UD 3-6
months of usage --> 50% of UD 6-9
months of usage --> 75% of UD 9+
months --> 100% of UD |
For monthly plan - If
the return is before 30 days --> Refund full UD but rental is not refunded
(if there is no damage. In case of damage, the damage amount is adjusted from
UD) For annual plan - within
15 days --> full refund 15
to 30 days --> 75% refund more
than 30 days - no refund For
Lifetime plan Within
30 days--> full refund on Lifetime charges more
than 30 days - no refund on Lifetime charges |
|
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 |
Annual 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 |
Annual Plan Entity - If
the Entity doesn't want the device then - Penalty + Usage/Handling charges
will be adjusted from the annual rent paid If
remaining annual rent 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 - 1-3
months of usage --> 25% of UD 3-6
months of usage --> 50% of UD 6-9
months of usage --> 75% of UD 9+
months --> 100% of UD |
|
||
|
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 |
|
|
Fair use terms:
If a
Entity is found to be misusing Credit cards (CC GTV> 60% of overall GTV),
Entity;s MDR will be switched to standard rates (1.4% grocery and 1.99% for
others).
Upon receipt of the EDC/Device by One97 from
Entity, One97 shall refund the applicable amount for the EDC/Device payable
under this Agreement within 60 (sixty) days from such receipt of EDC/Device.
In case of loss of EDC Machine/Device, Entity
shall send a written notification immediately to One97 regarding such loss to
prevent any misuse of EDC Machine/Device.
There
will be no refund on setup fee in any plans.