Terms and Conditions

These Terms and Conditions (“Agreement”) are applicable to Entities who have agreed to accept Paytm Services from ONE 97 COMMUNICATIONS LIMITED (“One97”) with regard to agreed Devices at Entity’s POS/ Outlet. Both “One97” and “Entity” are hereinafter individually referred to as a “Party” and collectively as “Parties”.)

WHEREAS:

1. One97 is the owner of the website www.paytm.com, the Paytm mobile application, various Devices and provides payment processing service through Paytm Platform.
2. Paytm Payments Bank Limited (“PPBL”) is a banking partner to One97 and has enabled Paytm Wallet services, redemption of Paytm Voucher services on Paytm Platform as envisaged under this Agreement.
3. Entity is desirous of offering its Customers the option to pay for its Products or Services purchased/ availed through Paytm Platform
4. One97 has agreed to provide its services to Entity and Entity has agreed to avail the Paytm Services on the 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. “Acquiring Bank” means an acquiring bank is a bank or financial institution that processes credit or debit card payments on behalf of the Entity.
2. “Advance EMI” refers to EMIs paid in advance at the time of applying loan to the Facility Provider under Paytm EMI based upon agreed terms.”
3. “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.
4. “All in One Printer Device” means a smart device that will act as a part of the Device providing audio transaction updates to the Entity and printed receipt as an acknowledgement of successful payment. This 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 notify that the payment is completed successfully by announcing the amount loudly on a successful transaction and if applicable, print receipt as an acknowledgement of successful payment.  
5. “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.
6. “Authentication” shall mean the process by which the Customer’s identification is authenticated.
7. “Authorization” shall mean the process by which the Issuing Bank/Facility Providers 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.
8. “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.
9. “Bill Payment” shall mean the amount of Bill to be paid by the Customer.
10.  “Brand” shall mean the actual owner or manufacturer of any Goods/Product being sold by Entity at Entity’s POS to Customer(s).
11. “Brand EMI” shall mean the Equated Monthly Installment (EMI) services offered by the Brand and its related subvention amount on its Goods/Products.
12. “Business Day” shall mean any day on which the bank is open for business.
13. “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.
14. “Card Association Rules” mean the rules, regulations, releases, guidelines, processes, interpretations and other requirements imposed by any card association as applicable.
15. “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:

1. charge/debit for goods/ services in excess of the relevant purchase price/ service fee;
2. charge/debit for undelivered goods/ services;
3. goods/ services purchased not being as they were promised or being defective, deficient and/or unsatisfactory for any reason whatsoever;
4. 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;
5. fraud on the part of the seller of the goods/ services;
6. duplicate charge

16. “Convenience Fee” means an additional fee levied by One97 over and above the cost of service. This fee is levied ‘per unit’ of service availed and may be same for all modes of digital payments.
17. “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.
18. “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
19. “Customer Order” shall mean an order placed by the Customer for purchase of Products and/ or for availing of Services provided by Entity.
20. “Dealer Buy Down and/or Subvention” shall mean the amount subsidized by the Entity, on the loan amount sanctioned by the Facility Provider to the Customer under Paytm EMI Facility for purchasing the products and/or services of the Entity.”
21.  “Device” shall mean device(s) such as EDC Machine, DQR Device, Soundboxes, All in One Printer Devices , Static QR code standee etc., owned and provided by One97 to the Entity, through which One97 facilitates Payment Services and/or payment related services.
22. “EMI” means equated monthly instalments.
23. “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.
24. “EDC Machine/DQR Device” shall mean electronic data capture (EDC) hardware (also known as a card swipe machine) or a Dynamic Quick Response Device or a similar device, which is a payment terminal owned and 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.
25. “Effective Date” shall mean the date when the Entity starts availing the services from One97 or accepts this Terms and Conditions whichever is earlier. All transactions contemplated here shall be governed by these terms and conditions.
26. “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 and shall also mean and connote non-banking financial institutions and/or banks and/or any other financial institutions that are providing the Paytm EMI facility to Customer(s).
27. “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.
28. “Intellectual Property” means and includes all intellectual property, in any part of the world, whether registered or not registered, in particular:(a) all trademarks, service marks, trade names, logos; patents, design rights; trade secrets, including, know-how, technology, formulae, industrial, scientific and commercial information, techniques and inventions; processes, manuals, documentation, and scientific and technical data and information; copyrights, works of authorship, and topography rights, data base rights; computer hardware and software including computer programs and any other information in relation to the above; It also covers technical know-how and information, business and market information, in relation to product and process development validation, integrated business support services, operational support services, end user services, training and support service, marketing and other allied services.
29.  “Issuing Bank”, means the bank or financial institution which has issued the Payment Instrument to the Customer.
30.  “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.
31. “NPCI” shall mean National Payments Corporation of India.
32. “PAYTM EMI” shall mean facility to draw down loan(s), to be paid back in EMIs, upto the stipulated credit limit approved by the Facility Provider  for purchasing  products and/or services of the Entity. The loan amount herein will be disbursed directly to the Entity from whom the products and/or services is being purchased.
33.  “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 EMI, Paytm Voucher, Paytm Cash, digital gold etc.) Facility Providers or financial institutions from time to time.
34. “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.
35. 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.
36. “Paytm Postpaid” shall mean any credit facility extended to the customers by any partner institutions of One97.
37. “Paytm Services”/“Paytm Platform” means the payment collection services provided by Paytm to Entity under these terms and shall include appropriate payment platform/wallet / aggregation of payment facilities which shall also include payment mechanism through Device 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.
38. “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.        
39.  “Paytm Wallet” shall mean a semi closed prepaid payment instrument issued by 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.
40. “Product” means the product / services provided by Entity to its Customers wherein the transactions made through Paytm Services and Devices.
41. “Proof of Fulfilment” means original receipts of the Entity for the Products / Services sold to its Customer.
42.  “RBI” shall mean the Reserve Bank of India.
43. “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  the Device provided by One97 to Entity more specifically stated in Annexure A.
44. “Settlement” / “Settlement Amount” means the procedure pursuant to which the amounts are remitted to the Entity from the Nodal Bank Account in accordance with the RBI Guidelines.
45. “Sound Box” means a smart device that will act as a part of the EDC machine providing audio transaction updates to the Entity. This 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.
46. “SIM Card” or “Card” shall mean Subscriber Identification Module Smart Card, for use with the Device  to enable access to the network in order to avail of the services.
47. “Services” means the product / services provided by Entity to its Customers wherein the transactions made through Paytm Services and Devices.  
48.  “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.
49. “Transaction Amount” means the Customer Charge plus Paytm fees.
50. “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.
51. “UPI” The Unified Payments Interface (‘UPI’) offers architecture and a set of standard Application Programming Interface (API) specifications to facilitate online payments.
52. “UPI Autopay Mandate” means and includes one-time mandates as shall be set up  by the Entity for payment of Device rentals, whereby the Entity can preauthorize future debit of its bank account.
53. “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

1. SERVICES, CHARGES AND MODE OF PAYMENT IN RELATION TO PAYTM WALLET, PAYMENT SERVICES AND OTHER SERVICES:

1. Subject to and in accordance with the terms contained herein and in consideration of the payment of the Paytm Fees, 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.
2. 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,
3. One97 has agreed to provide and Entity has agreed to accept Paytm Services with regard to agreed Devices at Entity’s POS/ Outlet on the terms and conditions as provided in Schedule III.
4. 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.
5. 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.
6. 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.
7. 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 or to any of the brand partners of One97 on the Device.
8. 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.
9. 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.
10. 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.
11. 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.
12. Entity hereby authorizes 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.
13. 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 here 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 partner Bank, then, in such cases, 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.

3. AUTHENTICATION AND AUTHORISATION OF TRANSACTION

1. 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.
2. 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.
3. 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.

4. CHARGEBACK

1. 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.
2. 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.
3. Entity agrees that the timing for raising Chargebacks and retrieval requests, any defense 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).  
4. 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. 

1. In the event of termination of this arrangement, taking into consideration the track record in terms of incidences of chargeback during the tenure of this arrangement and/or the circumstances of termination of this arrangement:

• One97 shall be entitled to withhold amount out of the settlement amounts payable to the Entity t to facilitate the settlement and resolution of any chargeback related issues arising out of any Transactions done under this arrangement.  
• 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.

5. REFUND

1. 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. 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.

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/ location of 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.

h) Entity shall provide its GST registration certificate to One97 prior to execution of this terms and conditions.

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 arrangement depending upon the risk assessment by One97/Facility Provider in relation to the product/services provided by the Entity. 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 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 arrangement, whichever is later on the basis of risk assessment report only.

l) The Entity shall execute the UPI Autopay Mandate for payment of the Device rental. The Entity understands that the Mandate shall be used for recovery of outstanding rentals in the event there is insufficient funds available for such recovery.

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

8. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PARTIES

1. Either party hereby undertakes, affirms and agrees that:

1. 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.
2. It shall  take  adequate  precautions  not  to  breach  the  privacy  of  the Customers during the course of performance of its obligations herein.
3. 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.

2. The Entity further represents and warrants that:

1. Unless directed and/ or consented by One97 in writing or expressly agreed under this Agreement, the Entity shall not represent to the Customer in any manner whatsoever that the Entity/ Entity’s Representative is the agent of One97 /Facility Provider or that the Entity has the authority to approve the loan to any Customer for purchasing goods/services of the Entity.
2. The Entity shall not hold any of his own marketing or promotional campaigns or actions presenting the Paytm EMI service without the prior written approval from One97.
3. The Entity shall provide complete assistance to One97 and its representatives for taking actions against the defaults committed by any Customer against the Facility Provider.
4. The Entity shall be solely responsible for all the grievances of the Customer relating to any defect, delivery or functioning of the product and/or service.
5. The Entity shall immediately inform One97 if the Entity knows about the criminal background of the Customer, or inability of the Customer to repay loan, or any other information that may impact the decision of One97 to facilitate Paytm EMI services.
6. The Entity shall ensure that the goods and/or service delivered bears the same serial no./IMEI as mentioned on the customer loan agreement. Additionally, it is sole responsibility of the Entity to ensure that goods and/or service delivered is new/is not preactivated or used or refurbished or pre-financed.
7. The Entity shall ensure that the goods and/or service delivered is purchased directly from the manufacturer or from any other manufacturer authorized source and should provide Serial number/IMEI for validation which has been provided by manufacturer at the time of billing to the Entity. Additionally, Entity should be authorized to sell said goods and/or service by the manufacturer.
8. The Entity shall also ensure to have in place the invoice (comprising Serial No./IMEI No., proof of delivery, price, etc.,) with respect to the goods and/or service at all times and shall produce the same to One97, as demanded, from time to time.
9. In case Customer denies the delivery of the goods and/or service, it is the sole responsibility of the Entity to produce proof of delivery/signed acknowledgement from the customer.
10. The Entity shall pro-actively inform and initiate loan cancellation/pre-closure whichever is applicable, with One97 if the good and/or service has been returned/could not be delivered to the Customer.
11. During the performance of obligations, the Entity shall conduct the operations and fulfill the transaction in a bonafide manner. The Entity shall not engage in any willful misconduct or any fraudulent actions which might impede the purpose of the Arrangement. The Entity agrees to reimburse One97 any supervisory or other fee or penalty levied by any authority or third party in connection with this Arrangement arising solely due to Entity’s default.
12. The Entity is not a related party or group entity of One 97 Communications Limited or its Group Companies and none of the director of One 97 Communications Limited or their relative is a director / member in the Entity.  The purpose and effect of this agreement is not to benefit a related party of One 97 Communications Limited or its Group Companies.

9. INTELLECTUAL PROPERTY AND TRADEMARKS

1. Each Party shall own all intellectual property rights in respect of their respective web sites and other services.
2. Except as expressly set out in this here, 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 Arrangement.
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 arrangement, it shall have no right whatsoever in connection with the Intellectual Property of the other Party.
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. 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  Arrangement, or upon notification by the Card Association to discontinue such use or display.

10. FRAUDULENT TRANSACTIONS

1. If there are reasonable grounds to suspect that a Transaction conducted has been conducted in breach of these terms and conditions 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:

1. 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.
2. 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 terms and conditions t.
3. 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.

11. DATA, SYSTEM SECURITY AND COMPLIANCES

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 Arrangement.  The Entity accepts all liabilities with respect to any compromise or unauthorized use or disclosure or access to said information.
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.
3. One97 may inform the Entity, 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.
4. Parties shall comply with applicable data protection, privacy or similar laws in India (“Data Protection Laws”) that apply in relation to any personal data processes in connection with this Agreement (“Protected Data”) and render such assistance and cooperation as is reasonably necessary or requested by One97. In case of any personal data being shared by the Entity, One97 shall process such personal data as per its privacy.
5. 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.

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

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.
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.
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 Arrangement without further notice in the case of breach of this Clause.
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.
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.
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 Arrangement, 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.
7. While providing the said Paytm Services, One97 acts only as Intermediary enabler/ facilitator of payment platform by:

1.  connecting the Entity and the Customer to enter into Transaction and/or enable the Customer to make online payment of Transaction Amount.
2. 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.

1. One97 may have to share the information in relation to the Entity or relating to the business of the Entity or in relation to the Transactions processed through One97 or in relation to the customer of the Entity with third parties providing data warehouse services or consumer analytic services. One97 shall ensure that the data warehouse services and consumer analytics service are conduct in accordance with the applicable law. The Entity hereby provides its consent for storing, transmitting and processing information pertaining to its business, transactions and consumers with third party technology service providers and utilize this information so shared in accordance with the provisions of the applicable law.
2. The Entity further declares, assures, undertakes and covenants as under:

1. 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.
2. 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.  
3. 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 Arrangement or any Card transactions
4. 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.
5. 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.
6. 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.
7. 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 Arrangement.
8. 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.
9. 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.
10. Entity hereby agrees and undertakes the following:

1. 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.
2. 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.
3. 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.

11. 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.  

1. Disclosures required to avail Services of One97 and Facility Providers

Entity shall disclose the exact business category/business sub-category/Entity POS for which the Entity will be using the 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 Paytm Services for any other purpose, Entity shall notify One97 in writing of such change and such change will be subject to approval by One97.

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

1. 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.
2. 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 Services for the purpose of Money Laundering.
3. 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.
4. 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.

1. It is hereby agreed and acknowledged by the Parties that in the event the Merchant Identification Number (“MID”) of the Entity is inactive or non-transacting at the time of recovery of dues or balance of Merchant Wallet registered on Paytm Platform is nil/zero, then One97 shall have the right to auto- debit the Entity’s UPI/E-NACH linked Bank Account on Paytm’s Platform, with such outstanding recovery amount. Pre-debit notification of 24 hours prior to deduction of outstanding recovery amount shall be sent by One97 to the Entity. The Entity undertakes and agrees to comply with the UPI/E-NACH mandate at the time of honoring.
2. 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.
3. 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 Arrangement. 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.
4. 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.
5. One97's audit rights shall survive expiration or termination of this Arrangement for the period required under applicable Laws and Regulations.
6. 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.
7. Entity authorizes One97 executive or any agency/third party appointed by One97, to collect its KYC documents, including but not limited to PAN card (in absence of PAN Card, Entity shall provide Form 60 or any other such relevant document as may be prescribed by competent authorities from time to time), Aadhaar Card, Driving License, Passport, Voter ID Card, NREGA Card and other business documents, such as GSTIN/Gumasta Licence, Udyog Aadhar, Rent Agreement and Utility bill, and any other document as required from compliance perspective. The Entity agrees that these details may be shared by Entity to third Party entities for the purposes of providing service under this Arrangement which includes installation of the device, repair maintenance of the device / recovery of device and communication with Entity through phone calls with respect to the services under this Arrangement.
8. To ensure network connectivity for smooth Service(s) of Device, One97 has procured SIM cards from Telecom Service Providers and assembled the same in Device. In this regard Entity undertakes and agrees to utilize the said deviceand provided SIM cards services only for the limited purpose stated herein and in compliance with all applicable laws, rules and regulations.
9. The Entity acknowledges that the ownership of the SIM Card and the Device remains the property of One97. Entity agrees that the Entity details shall be shared by One97 with the Telecom Service Providers and other Regulators / Authorities for the purposes of availing such services.
10. The Entity shall under no circumstance remove the SIM Card from the Device.
11.  The Entity must inform One97 immediately of any loss of or damage to any SIM Card and/or Device or upon becoming aware that any party is making improper use of same. The Entity will be responsible for any Charges incurred as a result of any unauthorised use of the SIM Card/Device until such time as it has notified One97. In such an event, Entity understands that One97 shall have to inform about the same to the Telecom Service Providers and other Regulators / Authorities / Law Enforcement Agencies.
12. 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 device or the SIM card fitted in such device, and/or any physical damage caused to the Device. 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 and immediate disabling or suspension of the SIM Card.
13. Entity agrees that the SIM card/data shall not be used to make any foul or profane expressions, impersonate another person with fraudulent or malicious intent, for any improper, immoral, anti-national, unlawful, or abusive purpose or for sending obscene, indecent, threatening, harassing, unsolicited messages, to call another person so frequently or at such times of the day or any other manner so as to annoy, abuse, threaten or harass to any other person whomsoever.
14. The Entity shall indemnify and hold harmless One97 from all suits, costs, damages or claims of any kind arising out of any act or omission or misuse of the SIM card by the Entity or any other person with or without the consent of the Entity.or suffered as a result of any use of the SIM Card which is not in accordance with these terms and/or the provisions of any Telecom Service providers, or other laws, which are applicable to the SIM Card.
15. The Entity acknowledges and agrees that any use of the QR code on the POS, including any display of picture, is facilitated by One97 solely at the request of Entity and Entity undertakes to bear all the risk arising out of any such use of pictures on QR code. One97 shall have no responsibility whatsoever in this regard and any claims, issues, damages, losses, or liabilities arising from or connected to the Entity's use of the QR code and display picture and Entity undertakes and acknowledges that it shall be solely liable and shall fully indemnify One97 from all such claims, demands, actions, costs, and expenses arising out of the use of the QR code and display picture. Except as expressly set forth herein, One97 hereby specifically disclaims any representations, endorsements, guaranties, or warranties, express or implied, including, but not limited to suitability, or legality of the QR code and display picture.

Moreover, the Entity must ensure that any image used by the Entity on the QR code or any other device adheres to the following criteria:

(a) It shall not be in violation of any laws, being unlawful, defamatory, libelous, threatening, harassing, indecent, abusive, obscene, lewd and lascivious, or pornographic.

(b) It shall not contain derogatory, disrespectful, or offensive content that transgresses the sentiments of any community or individual, particularly religious sensibilities.

(c) It shall not infringe upon the intellectual property or proprietary rights of any third party, nor intrude upon privacy or publicity rights, whether knowingly or unknowingly.

(d) It shall refrain from promoting racism, xenophobia, hatred, violence, or disorder, and shall not harbor viruses that might instigate security vulnerabilities.

(e )It shall not incite, encourage, or endorse criminal activities, violate the rights of any individual, or breach any local, state, national, or international statutes.

(f) It shall abstain from infringing upon patents, trademarks, trade secrets, copyrights, or any other form of intellectual or proprietary rights belonging to any individual or entity.

(g) It shall not employ the image of any individual without procuring explicit consent or permission from said individual.

(h) It shall not, under any circumstances, be adjudged objectionable.

27. Provisions relating to Dynamic Currency Conversion (“DCC”):

1. Entity agrees that Entity shall explain Dynamic Currency Conversion (“DCC”) charges to the Customer. DCC is “a solution that provides international customers with a choice to pay for their purchases in India in their card billing currency”. Current DCC charges shall be Rs. 0.00% per transactions plus applicable taxes. Entity agrees with current commercials and agrees that there may be changes for the same in future.
2. Entity agrees to use DCC feature for providing a product or service and not for card to cash or any other non-intended purposes.
3. Entity agrees that Entity shall obtain Customer’s consent while selecting the DCC option or the Customer shall select the option to pay the conversion / mark up fees or any other such name called. Under no circumstances Entity shall select the DCC option without Customer approval.
4. Any loss/profit arising from currency conversion due to refund/void/chargeback will be Entity’s responsibility including any processing time delays. As per present configuration, in case of refund, customer will be refunded the amount equivalent to INR transaction amount settled to the Entity excluding conversion / mark-up fees converted to the customer’s billing currency at the prevailing rate.
5. In case of processing a refund, Entity agrees to bear currency conversion fees applicable while processing the refund
6. In case of chargeback, Entity agrees to provide required documents including but not limited to Customer’s signed copies of passport, invoice & charge slip during applicable chargeback period, the same will be provided to One97 whenever requested.
7. In the event of failing to justify a chargeback, the equivalent amount would be recovered from Entity with applicable penalty, if any. Under such circumstances, Incentive if any, would also be recovered as deemed fit by One97.

13. CONFIDENTIAL INFORMATION

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 Arrangement. 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 Arrangement. 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.
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 these terms and conditions; 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 term of the service and for a period of three (3) years from the date of last disclosure following the termination or expiration of this Arrangement.
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 Arrangement. 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.

14. ADMINISTRATION

The Entity expresses, recognizes and accepts that One97 shall, without prejudice to its right to perform such activities itself or through its officers or employees, be entitled and shall have full power and authority to appoint one or more third parties as it may select and to delegate to such third party all or any of its functions, rights and powers under this Arrangement relating to administration of the Device  including the right and authority to install ,collect and receive on behalf of One97  from the Entity the Device or any other amounts due from the Entity under this Arrangement and to perform and execute all lawful acts, deeds, matters and things connected therewith and incidental thereto including sending notices, contacting the Entity at the outlet,  office or residence. For the aforesaid purpose, One97 shall be entitled to disclose to such third parties all necessary or relevant information pertaining to the Entity and the Entity hereby consents to such disclosure by One97.

15. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES:

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 salability or fitness for a particular purpose and non-infringement of intellectual property rights.
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 Arrangement, however One97 does not guarantee that such security measures cannot be subverted to gain unauthorized access.
3. One97’s sole obligation and Entity’s sole and exclusive remedy in the event of interruption to the Paytm 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.
4. Without prejudice to any other provision of this Arrangement, 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.

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.

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.

16. INDEMNITY

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 terms and conditions 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 terms and conditions 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.

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.
3. In the event of One97, the Facility Providers and the Participating Banks being entitled to be indemnified pursuant to the provisions of this terms and conditions, One97 shall be entitled to accordingly and to such extent debit Entity’s Account with One97.

17. TERM AND TERMINATION

1. This Arrangement shall become effective on the Effective Date and shall remain in full force unless terminated by either Party.
2. Notwithstanding anything contained herein, in the event either Party breaching any of the terms of this Arrangement and fails to cure the breach within thirty (30) days of written notice, then the other Party shall have the right to terminate this Arrangement forthwith.
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 Arrangement 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.
4. One97 may terminate this Arrangement immediately (without any prior notice) if:

1. it believes that fraudulent Card Transactions, suspicious transactions, misuse of Device or the SIM card are occurring/ have occurred utilizing Device at the Entity POS/Outlet;
2. Entity appears to be on any banned list of Card Associations or Facility Providers;
3. 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;
4. 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 Arrangement;
5. the same is required by any Card Association or Facility Provider

5. Either Party may at its discretion terminate this Arrangement 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.
6. One97 may terminate the Arrangement any time without assigning any reason by giving the Entity a prior written notice of 30 days.
7. Subject to lock-in period, if any, Entity may terminate this Arrangement or one or more Services at any time by giving a 90-day prior written notice.
8. On the expiry or early termination of this Arrangement 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 Arrangement, which shall survive the expiration or termination of the Arrangement. Further, all other provisions of this Arrangement which by their nature are intended to survive after the termination or expiry of this Arrangement will survive after the termination or expiry of this Arrangement.
9. These terms and conditions 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 Arrangement 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 Arrangement cannot be continued without total compliance of the prevailing law at any point of time, these terms and conditions shall be deemed to be terminated forthwith from the date when the amended law restricting / prohibiting the Arrangement comes into force.
10. Upon termination or expiry of this Arrangement, 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.
11. In case of termination or suspension of  Services, One97 shall have the right to withhold Settlement Amounts payable to the Entity in terms of this Agreement pending enquiry into any fraud or suspicious activities and / or for the settlement or resolution of any Chargeback.  These amounts may be withheld for a period of 180 days from the date of suspension / termination as the case may be or such longer period as may be then prevailing in respect of the time-period allowed to Customers for initiating a chargeback or refunds and resolution of such disputes under the guidelines issued by Card Association or the Reserve Bank of India.

18. FORCE MAJEURE:

Notwithstanding the provisions of this Arrangement, 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.

19. LIMITATION OF LIABILITY

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 Device 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 Paytm 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.
2. Notwithstanding anything stated under this Arrangement, 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 Arrangement, from the date of occurrence of such liability.
3. In no event shall One97 be liable to the Customers or any third party.

20. 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 Arrangement.

21. GENERAL PROVISIONS

1. Entire Arrangement - This Arrangement 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. Further, these terms and conditions supersedes all prior or contemporaneous negotiations, commitments, agreements (written or oral), letters, forms , declarations and others documents that may be executed by One97 for the purposes of being on boarded as a Service Provider of the Entity. All such other negotiations, commitments, agreements and writings will have  no further force or effect, and the Parties will have no further rights or obligations thereunder.
2. Relationship between Parties - The Parties to this Arrangement are independent contractors and nothing in this Arrangement 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.
3. Variations of Terms and Conditions – 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.
4. Assignment – One97 shall always retain the right to assign its obligations under this Arrangement for such remaining period of the Arrangement, to any of its chosen subsidiaries, affiliates, associates. Entity shall not assign this Arrangement or any of its obligations under this Arrangement without a prior written consent of One97.
5. Jurisdiction - This Arrangement 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.
6. Headings and Sub Headings - The headings and sub headings in this Arrangement are for convenience only and do not affect the meaning of the relative section / clause.
7. Notices: Any notice, direction or instruction given under this Arrangement 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.
8. E-Agreement - Entity hereby agrees and undertakes that Entity is legally entitled and eligible to enter into this arrangement and is also entitled to accept these terms and conditions and further agrees and undertakes to be bound by and abide by these terms and conditions and the person accepting these terms and conditions 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 these terms and conditions is being accepted.

SCHEDULE I

PROHIBITED ITEMS

• Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services;
• Alcohol which includes Alcohol or alcoholic beverages such as beer, liquor, wine or champagne, 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;
• Unauthorized copies of copyrighted media, which includes unauthorized copies of books, music, movies, and other licensed or protected materials;
• Unauthorized copies of 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; d) 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;
• Any loans repayments, Credit Card and EMI repayments ,Any charges repayments with Banks, NBFCs
• Any investments including Stock trading, Gold, Mutual Funds
• Wallet Recharges, Bank transfers etc
• Any Deals and coupons, Discounts vouchers payments etc.
• Any Gaming, Astrology category merchants
• Any Gambling category merchants
• Jewellery, Weapons, Chit Funds

SCHEDULE II

1. 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.

2. 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.

3. 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.  

4. 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.

5. 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.

6. 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

1.  PAYMENTS AND CHARGES

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

1. One time installation cost
2. Rental cost of Device
3. SIM cost
4. Maintenance charges
5. One-time refundable Usage Deposit as mentioned in Schedule IV
6. 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 Paytm Services rendered to the Entity, including charges mentioned in Commercial table under Schedule IV of this Agreement.

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

1. Late payment fees, penalties, interests, and/or any other charges as may be raised by One97.
2. 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
3. recovering the outstanding rentals and other fees through the UPI Autopay mandate provided by the Entity.

1. Details of the Fees and Charges are set out in Schedule IV read with Commercial table in Entity Details Form of this Agreement.
2. 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

1. 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.
2. 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:

1. Entity is required to lease the EDC Machine/Device and/or license the Software(s) from One97 in order to avail the Paytm Services.
2. Paytm Services can be availed either by using the Software installed on Entity’s computer/mobile and/or using the Device.
3. 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.
4. Maintenance:

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

1. Inclusions:

1. OS corrupt/ Upgrade
2. PCB failure if not damaged
3. Any manufacturing defect in internal components if not damaged

2. Exclusions:

1. 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.

5. 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:

1. Entity undertakes and covenants to:

1. Use Paytm 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;
2. notify One97 immediately of any damage, loss, malfunction of EDC Machine / software.
3. 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.
4. 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.
5. 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 Paytm Services with Entity ID, Terminal ID, password or any other appropriate security code provided to Entity;.
6. Entity shall ensure that Entity’s employees shall not ask a Cardholder to reveal the Cardholder’s PIN or password.
7. To not lease or sublease or sell the Device, or give anyone any rights in the  Device in any manner;
8. 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.
9. not set any minimum or maximum amounts in respect of Transaction values for a customer using the EDC Device.
10. 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,
11. 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;
12. 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.
13. 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 Entity including but not limited to outstanding rental charges, usage charges, device damage fee, etc. Upon occurrence of such an event Entity shall upon demand, return the EDC Machine to the authorized representative of One97 without any demur or delay. For clearance of any doubt, a EDC Machine shall be deemed to be inactive if there has not been any transaction of at least Rs. 500/- (Rupees Five Hundred) for a continuous period of 01 month.
14. 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.
15. 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.

16. 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 Paytm Services:

1. Activation & Installation

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

1. Processing of Transactions

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

1. Entity shall determine that the Card is valid;
2. 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;
3. 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.
4. 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;
5. Entity shall deliver a true and complete copy of the Charge slip to the Card Holder, physically or digitally, after the Transaction is completed;
6. 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.

2. Entity undertakes and covenants to One97 as under:

1. 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.
2. Each Charge slip shall be the result of a Transaction for the bona fide purchase of goods or services by the Card Holder for the total amount stated on the Charge slip.
3. Entity shall perform all its obligations to the Card Holder in connection with the underlying Transaction.
4. 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.
5. 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.

3. 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.
4. 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.
5. Subject to the explicit confirmation provided by the Entity, One97 may enable acceptance of Sodexo cards on EDC Machines through an authorized channel partner/Facility Provider, however the authorization, processing etc. for such enablement shall rest with Sodexo. Further, if applicable, the settlement of all such transaction shall be done by Sodexo directly to the Entity. The associated commercials, terms of engagement shall be as per the agreement executed between the Entity and Sodexo SVC India Pvt. Ltd. (Sodexo) with no implications, whatsoever at the end of One97.

6. Usage Deposit Terms and Conditions:

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.
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:

1. 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;
2. Device shall not be tampered in any manner;
3. Any other terms and condition as may be specified by One97 from time to time for return of Device;
4. Payment of early usage charges, as applicable.
5. Penalty in case of not meeting the minimum transaction value as mentioned in Schedule.

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

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:

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

7. Cash withdrawal services

1. The Parties agree for adding “Cash at POS” services to the Customers at Entity POS through Device.
2.  Cash at POS means the service offered by the Entity to offer cash withdrawal to the Customers within the limit defined herein.
3. 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.
4. 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.
5. 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.
6. The Commission amount will only be settled if the Entity is using Cash@POS services on the Device.
7. The Commission is only valid for transactions made through Debit Card / Prepaid Card by a Customer on the Device.
8. 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.
9. 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.
10. Entity shall clearly indicate / display the availability of this facility at the Entity outlets.
11. One97 reserves the right to hold commission payable to the Entity based on the fraud transactions. One97 also reserves the rights to terminate this service based on any suspicious transactions.  
12. 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. Additional Terms of American Express Banking Corp (“Amex”):

1. Terms and Conditions for accepting payments through American Express cards (“Amex Cards”)

1. Entity shall accept payments through Amex Cards in accordance with the terms set out herein and the rules as set out by Amex from time to time;
2. Entity expressly agrees that One97 can submit transactions to, and receive settlement from, Amex on behalf of the Entity;
3. Entity acknowledges that if required by Amex, the services pertaining to Amex may be assigned to Amex or Amex’s designee and further the Entity authorizes One97 to share data from transactions with Amex and Amex Entities
4. Entity acknowledges that it shall:

1.  not engage in activities that harm Amex business or brand or indicate or imply that they prefer, any other payment products over the Amex Card;
2. not try to dissuade Cardholder from using the Amex Card;
3. not criticize or mischaracterize the Amex Card or any of Amex services or programs;
4. not try to persuade or prompt Cardholders to use any other payment products or any other method of payment (e.g., payment by cheque);
5. not impose any restrictions, conditions, or disadvantages when the Amex Card is accepted that are not imposed equally on all other payment products (except where expressly permitted under applicable law);
6. permit Transaction data concerning use of Amex Card and other information about the Entity to be shared with Amex, Amex entities or its or their licensees, agents, sub-contractors and employees as appropriate and accept Amex card as per the principal agreement between One97 and Amex.  
7. not assign to any third party any payments due to it and all indebtedness arising from charges will be for bona fide sales of goods or services (or both) at its establishments and free of any liens, claims, and encumbrances other than ordinary sales taxes.

5. Entity acknowledges that One97 may terminate the facility for accepting Amex card by giving a reasonable notice of 3 (three) Business days, in the event that Amex determines (acting reasonably) that the maintenance of the relationship with the Entity is not in the best interests of Amex or the Amex brand  including but not limited to the following reasons:

1. Relationship is not in the best interests of the Amex brand due to high fraud experience wherein the fraud to gross sales ratio is equal to 8% for a continuous period of 3 months or as specified Amex from time to time
2. Chargeback to gross sale ratio is higher than 8% of the gross sales for a continuous period of 3 months or as specified in the Amex business operating policies from time to time
3. In case of non-compliance or breach of any regulation.
4. Material breach or default in goods and services,
5. Unequal treatment of Amex cardholder,
6. In case the Entity falls in the negative list of U.S. Department of the Treasury's Office of Foreign Assets Control.
7. In case a Entity allows and accepts the Amex Card for any Prohibited use.

For the purposes of this clause the Prohibited Use shall mean that Card should not be accepted for purposes of transactions other than bona fide purchase by cardholder of goods and services from the Entity. This means, by way of example and not limitation, that Entity must not accept the Amex Card for: (i) damages, losses, penalties, or fines of any kind; (ii) costs or fees over the normal price of Entity’s goods or services (plus applicable taxes) or charges that cardholder have not specifically approved; overdue amounts, or amounts covering returned or stop-payment cheques;  (iv) gambling goods or services; (v) adult digital content sold via the internet; (vi) cash back or cash equivalents; (vii) sales made by third parties; (viii) amounts that do not represent bona fide sales of goods or services at Entity’s establishments, e.g., purchases at Entity’s establishments by Entity’s owners (or their family members) or employees or any other Person contrived for cash flow purposes; (ix) goods or services for which the provision is illegal under laws applicable to Amex, Entity, or the cardholder (e.g., drug trafficking, online / internet sales of prescription medications, sales of any goods that infringes the rights of the rights-holder); (x) investment made on future maturity of goods / services with an intention of gaining return on investment or (xi) other items of which Amex will notify from time to time.

2. It is agreed by the Entity that One97 may enable acceptance of AMEX cards on EDC Machines through an authorized channel partner/Facility Provider, however the authorization, processing etc. for such enablement shall rest with AMEX. Further, if applicable, the settlement of all such transaction shall be done by AMEX directly to the Entity. The associated commercials, terms of engagement shall be as per the agreement executed between the Entity and American Express Banking Corp. (AMEX) with no implications, whatsoever at the end of One97.

9. Manner of Payment using HDFC Flexipay:

Terms and Conditions for accepting payments through HDFC Flexipay:

1. Entity enters the transaction amount on EDC machine
2. Customer Inserts/swipe the HDFC debit card in/over the machine
3. Customer is prompted to select the payment mode, such as Pay in Full, Brand EMI and offers, Bank EMI and offers, HDFC Flexipay (This will be displayed only if Entity is enabled for HDFC Flexi pay)
4. Upon selection of HDFC Flexipay, the Customer is taken to the tenure/plan selection screen where the various possible options of plans (e.g. 15, 30, 60, 90) are shown along with the payment schedules.
5. The Customer selects the desired plan and is shown the summary for confirmation
6. Entity/Customer enters invoice number and customer mobile number in the next screen. 
7. Once the user eligibility is successful, Customer is prompted to enter the PIN for verification and the transaction gets completed.
8. Receipt is generated for such transaction, with all plan details.

10. Provisions relating to Dynamic Currency Conversion (“DCC”):

8. Entity agrees that Entity shall explain Dynamic Currency Conversion (“DCC”) charges to the Customer. DCC is “a solution that provides international customers with a choice to pay for their purchases in India in their card billing currency”. Current DCC charges shall be Rs. 0.00% per transactions plus applicable taxes. Entity agrees with current commercials and agrees that there may be changes for the same in future.
9. Entity agrees to use DCC feature for providing a product or service and not for card to cash or any other non-intended purposes.
10. Entity agrees that Entity shall obtain Customer’s consent while selecting the DCC option or the Customer shall select the option to pay the conversion / mark up fees or any other such name called. Under no circumstances Entity shall select the DCC option without Customer approval.
11. Any loss/profit arising from currency conversion due to refund/void/chargeback will be Entity’s responsibility including any processing time delays. As per present configuration, in case of refund, customer will be refunded the amount equivalent to INR transaction amount settled to the Entity excluding conversion / mark-up fees converted to the customer’s billing currency at the prevailing rate.
12. In case of processing a refund, Entity agrees to bear currency conversion fees applicable while processing the refund
13. In case of chargeback, Entity agrees to provide required documents including but not limited to Customer’s signed copies of passport, invoice & charge slip during applicable chargeback period, the same will be provided to One97 whenever requested.
14. In the event of failing to justify a chargeback, the equivalent amount would be recovered from Entity with applicable penalty, if any. Under such circumstances, Incentive if any, would also be recovered as deemed fit by One97.

11. Terms & Condition for Brand EMI, Bank EMI, Instant Discount/Subvention Services :

Subject to the confirmation provided by the Entity, One97 may enable the Brand EMI, Bank EMI and/or Instant Discount, Instant Subvention and cashback offers as per the below mentioned terms & conditions:

1. Brand will share a list of Goods/Product eligible for Brand EMI, Bank EMI, Instant Discount, Instant Subvention and cashback based affordability offers/services and its related subvention amount on daily/Weekly/Fortnightly/ Monthly basis with the Entity/Issuing Bank/One97.
2. Brand will check the Transaction details shared (whether eligibility of Goods/Product, period) and pay the due subvention/cashback amount to One97.
3. 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 same to the Customer.
4. Entity agrees that the cashback or subvention amount will be settled to Entity only if the same are received from the Bank / Brand. In the event the cashback/subvention amount is not received by One97 from the Brand / Bank, then One97 shall not be liable to pay such cashback /subvention /discount amount to the Entity. If the said cashback /subvention /discount amount has been settled by One97 then One97 shall deduct the same from future payments to the Entity.
5. In the event the Brand does not pay/reimburse the subvention/cashback 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/cashback amount to One97 who will then give it to the Issuing Bank and the Issuing Bank will reimburse the same amount to the Customer.
6. One97 may facilitate an instant discount/instant subvention option on selected Brand Stock Keeping Unit (SKUs) as communicated by the Brand. The Entity shall provide an upfront discount on goods/ services as per the terms communicated by the Brand / One97 with the Entity. The discount component or part of the discount component shall be given back by the Bank / Brand to the Entity as per the separate arrangement between the Entity and the Brand. The settlement of such discounted amount to Entity shall happen within 60-90 days from the end of month in which transaction completed or T+1 days or such other period as agreed between the between the Entity and the Brand.

7. Additional Terms and Conditions for Brand EMI Instant Cashback Scheme Settlement:

1. One97 shall settle an instant discount to the Entity once the same is received from the Bank/Brand i.e. in the tenure of 60-90 days from the end of month in which transaction completed. For the purpose of clarification, One97 shall raise invoice/debit note to Entity on monthly basis as per the commercial table mentioned in Schedule IV.
2. Subject to confirmation provided by the Entity, the Entity may opt for settlement of instant discount in T+1 days by paying an early settlement fee as mentioned in the Schedule IV on each settlement of such discount amount. The Entity agrees that this amount shall be deducted on an upfront basis by One97 while making settlement to the Entity. One97 shall raise an invoice of early settlement fees at the end of every month (which was deducted on upfront basis) to the Entity.
3. It is agreed between the Parties that, subject to any instant cashback offer or scheme introduced by any Brand and agreed by the Brand to bear the charges towards the same shall be borne by respective Brand for their product /services and One97 shall not charge the Entity for the same. In this case the instant cashback amount payable to the Entity shall be paid by the Brand directly.
4. In case of refund/or cancellation of a transaction for which amount of instant discount is already transferred to the Entity shall be adjusted from the subsequent settlement of such amount of discounts.

8. Additional Terms and Conditions for Brand EMI Instant Subvention (My EMI) Settlement Scheme:

1. Upon activation of this scheme wherein Brand and Entity being the same company, One97 shall settle the subvention amount to the Entity in T+1 day of transaction completed. Upon activation, Paytm shall- (i) in a situation where the Entity is currently not live on Paytm' aggregator model and receives funds/ transaction settlements (excluding the instant subvention) via the Acquiring Bank, only settle the instant Offer amount to the Entity account after deducting the retailer Program fees charged by Paytm. (ii) in a situation where the Entity is currently active on Paytm' aggregator model, disburse to the Entity, the transaction amount as per agreed process, (in writing) post deduction of instant subvention amount (if any) and the retailer program fees charged by Paytm. Accordingly, the Entity shall bear the instant discount or instant subvention.
2. For the purpose of clarification, One97 shall raise an invoice of early settlement at the end of every month (which was deducted on upfront basis) to the Entity.
3. The Entity agrees that, this Subvention amount can be offered as the instant discount and settlement will happen only the amount net of the subvention amount and Paytm fees as applicable.
4. Entity acknowledges and authorize Paytm, to deduct the instant Subvention amount and Paytm Fees before settling the funds into the Entity’s account.

12. Terms and Conditions of Paytm EMI Facility

One97 shall, at the option of the Entity, enable Patym EMI Facility pursuant to its tie-up with the Facility Provider on the terms and conditions as set out herein.

1. The Patym EMI Facility shall operate in the following manner:

1. The Paytm EMI Facility will be available for such Customer who have been onboarded on the websites / mobile applications operated by One97 and in respect of whom limits have been pre-approved by the Facility Providers.
2. Such Customers may, while undertaking any payments to the Entity, opt to pay for goods / services of the Entity through the Paytm EMI Facility.
3. Where a Customer opts for Paytm EMI Facility, the Customer will be able to see the pre-qualified limit as well as the details of the loan which is being offered by the Facility Provider;
4. Customer will thereafter choose the relevant plan and shall be asked to accept the terms and condition of the loan agreement with the relevant Facility Provider as well as pay the applicable Advance EMI/ down-payment or any other upfront charges as required.
5. Once the terms and conditions are accepted by the Customer, the Customer shall be required to pay the Advance EMI and / or down payments / any other charges as reflected in the plan accepted by the Customer.
6. The Customer shall pay the amounts as above using one or more Payment Instruments (debit card / UPI/ net-banking facility as permitted).
7. Each draw down of the limit against the value of the goods / services shall, subject to disbursement by the Facility Provider, be settled to the Entity in accordance with the settlement terms as specified in the Principal Agreement subject to deductions for the following amounts:

1. Paytm Fees i.e., commission and/or MDR payable by the Entity to One97 on the loan transactions under Paytm EMI any upfront amount including Advance EMIs and/or any other charges paid by the customer to the Entity,
2. Dealer Buy Down that is payable as a part of EMI schemes rolled out as a part of tie ups with any company whose products the Entity sells. Dealer buy down will be calculated on the total amount of loan facility availed by the customer.
3. Any loss, fee and/or penalty, if any, borne by One97 due to Entity’s default.

1. The Parties shall consider the below mentioned factors while determining the Dealer Buy Down:

1. Products and/or services on which the Paytm EMI services will be facilitated by One97;
2. The period for which such Paytm EMI service is made available for Customer(s);
3. the Dealer Buy Down to be calculated on the loan amount.

2. If the Entity requires any clarification/ information on ISD Report, the Entity shall revert on the same within 24 hours of receiving the ISD Report, failing which, the ISD Report shall be deemed to be accepted by the Entity and it shall not raise any dispute/ claim thereafter on such ISD Report.
3. The Entity hereby irrevocably authorizes the Facility Provider to adjust the amount of Subvention against the balance loan amount payable by the Facility Provider, as the case may be, as per the sole discretion of the Facility Provider.
4. Additional Terms and Conditions for Paytm EMI Instant Subvention Settlement Scheme:

1. Upon activation of this scheme and Brand and Entity being the same company, One97 shall settle the subvention amount to the Entity in T+1 day of transaction completed. For the purpose of clarification, One97 shall raise an invoice of early settlement at the end of every month (which was deducted on upfront basis) to the Entity.
2. The Entity agrees that, this Subvention amount can be offered as the instant discount and settlement will happen only the amount net of the subvention amount and Paytm fees as applicable.
3. Entity acknowledges and authorize Paytm, to deduct the instant Subvention amount and Paytm Fees before settling the funds into the Entity’s account.

Schedule IV

1. Entity Details Form

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

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

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

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

• 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 One97 is not able to recover the rentals from the payouts then One97 shall recover the same thourgh the Entity’s Bank account through the UPI Autopay Mandate provided by the Entity.
• 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 Brand EMI Cashback Scheme Settlement - to be read with the Master offline Agreement:

1. One97 shall settle an instant discount to the Entity and shall raise invoice/debit note to Entity on monthly basis as per the commercial table mentioned below.

Commercials for Paytm EMI Facility

Any revision in the commission payable shall be subject to mutual agreement between the Parties.

The commission as specified herein shall be subject to GST and other statutory taxes, levies or duties as may be applicable and the same shall be borne by the Entity. In the event of any change in commission for Paytm EMI Facility on account of change in applicable laws, the same shall be notified by One97 to Entity (email accepted) and shall be binding on the Entity.

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 Device(s) provided by One97 to Entity. The below provisions are to be read with the Master Offline Agreement and the Schedules appended thereto.

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

Recovery for Device Lost (amount inclusive of GST):

The following lists down the charges that will be adjusted by One97 in the event of return, replacement, reverse pick up, loss for Leadership Plan provided by One97 to Entity. The below provisions are to be read with the Master Offline Agreement and the Schedules appended thereto.

 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.