Collect Now - Terms and Conditions

Terms and Conditions for Collect Now

I/ We hereby confirm that all information given to HDFC Bank Limited ("Bank"), in this form is correct and accurate and not misleading in any respect. I/ We hereby acknowledge and agree that, if at any stage the Bank comes to know or it is brought to the notice of the Bank that any information submitted in this form is suppressed/false/incorrect or misleading, my/ our application is liable to be rejected and the services are liable to be terminated/suspended or discontinued with immediate effect.

I/ We hereby agree that the Bank shall provide the payment and collection services specified and selected in the application form ("Bank Payment and Collection Services"). We acknowledge and agree that the Bank Payment and Collection Services shall be integrated into and provided through an online application ("Application") which shall be either owned or operated by me/ us or provided to me/ us by the technology service provider ("TSP").

I/ We hereby acknowledge and agree that, to the extent that we avail the services of the TSP or provision of the Application to us:

the Bank is not in any manner demonstrating, referring or otherwise guaranteeing the performance of the TSP. If we acknowledge and agree that aviation the services of the TSP or provision of the Application is purely optional. If we should engage the TSP based on my/ our own independent evaluation and after undertaking all necessary diligence;
the Bank shall no matter the responsible or liable for any obligations, performance, risks or costs associated with the Application which shall be provided solely by the TSP based on the terms and conditions, if any, between such TSP and me/ us;
the Bank shall only provide the mutually agreed Bank Payment and Collection Services and do that extent, has integrated the Bank Payment and Collection Services with the Application to enable me/ us to receive payments in my/ our bank account held with the Bank. The Bank shall not be responsible for the acts, omissions, breaches/debates of the TSP and/or any other risks or liabilities associated with the provision or availing of the Application.

Notwithstanding anything to the contrary contained herein, I/ we agree and confirm that the Bank may, for providing and enabling the Bank Payment and Collection Services on the Application, utilise such third party subcontractor(s)/service providers as it may deem fit ("PSP") including (where applicable) routing of funds through the PSP's account noted account. I/ We hereby further authorise the PSP to credit the amount collected by it in respect of the transactions effected in my/ our favour that Bank forward settlement to my/ our bank account held with the Bank.

The terms and conditions set out in this application form and agreement evidenced thereby shall be effective from the date of my/ us executing the application form and shall continue to remain in full force and effect unless terminated in pursuance of this provision. I/ We hereby acknowledge and agree that the Bank shall be entitled to, in its sole and absolute discretion, at any time and without assigning any reason whatsoever, terminate, suspend or discontinue the provision of the Bank Payment and Collection Services on the Application to me/ us by providing a written notice of 30 (Thirty) days. I/ We shall be entitled to terminate these terms and conditions and the availing of the Bank Payment and Collection Services by serving a written notice of 30 (Thirty) days to the Bank.

However, I/we shall ensure that no transaction remains pending including through mail notifications on the Application to me/ us there on the discontinuation of the Bank Payment and Collection Services so that no disruption is made to the users and the Bank shall extend necessary cooperation in this regard. The expiry or termination of these terms and conditions shall be without prejudice to the accrued rights and obligations of the parties and all such accrued rights and obligations shall remain in full force and effect and be enforceable notwithstanding such expiry or termination. Upon termination of these terms and conditions, the Bank shall cease to provide the Bank Payment and Collection Services.

I/ we agree that for the provision by the Bank of the Payment and Collection Services that is being provided by the Bank, I/ We shall be required to execute all the requisite contracts and agreements and do all such acts, deeds and things as the Bank may require for offering such payment functionality to us. I/ We hereby agree that all chargebacks shall be my/ our sole responsibility and liability.

I/ we authorise the Bank to disclose, share, transfer, part with them to time without notice to me, any or all of the information or data contained in this application form, other documents submitted executed by me (including, without limitation, any documents provided to the Bank or of in respect of conducting Know-your-customer ("KYC") checks) and/or any other information or data relating to me and my usage of the Application collected by the Bank and/ or the service providers of the Bank now or hereafter, to any other person including, without limitation, any card issue, credit bureau, banks, financial institutions, card associations, any branch, parent subsidiary, affiliate and associates of the Bank, governmental regulatory authority, service provider (including, without limitation, the service provider(s) of the Bank for the payment functionality and the TSP), agent or third party sub-contractor for such purposes that the Bank may deem fit and for the purposes of conducting of KYC checks, at its own discretion. I/we hereby waive the privilege of privacy.

I/ We am/ are informed by the Bank, that provision of my/ our consent for sharing of the documents provided to the Bank for or in respect of conducting KYC checks (including, without limitation, Aadhaar number, proof of Aadhaar and other details related thereto) is not mandatory and are providing our consent on a purely voluntary basis.

I/ We voluntarily opt for Aadhaar OVD KYC or e-KYC or offline verification, and submit to the Bank my/ our Aadhaar number, Virtual ID, e-Aadhaar, XML, Masked Aadhaar, Aadhaar details, demographic information, identity information, Aadhaar registered to media number, face authentication details and/or biometric information (collectively, "information"). I/ We are/ are informed by the Bank, that: (i) submission of Aadhaar is not mandatory, and there are alternative options for KYC and establishing identity including by way of physical/KYC with officially valid documents other than Aadhaar. All options were given to me/ us; (ii) For e-KYC/authentication/offline verification, Bank will share Aadhaar number and/or biometrics with CIDR/UDAL, and CIDR/UDAL will share with Bank, authentication data, Aadhaar data, demographic details, registered mobile number, identity information, which shall be used for the informed purposes mentioned in the immediately succeeding paragraph below.

I/ We authorise and give my consent to the Bank (and its service providers), for following informed purposes:

KYC and periodic KYC process as per the Prevention of Money-Laundering Act 2002 and rules thereunder and Reserve Bank of India guidelines, or for establishing my/ identify, carrying out my identification, offline verification or e-KYC or Yes/No authentication, demographics or other authentication/identification standards may be permitted as per applicable law, for all accounts, facilities, services and relationships with/ using the Bank, existing and future.
collecting, sharing, storing, preserving information, maintaining records and using the information and authentication/ventication/identification records; (a) for the informed purposes above, (b) as well as for regulatory and legal reporting and filings and/or (c) where required under applicable law;
enabling my/ account for Aadhaar enabled Payment Services (AEPS);
conducting records and long of the consent, information or of authentication, identification, verification etc. for evidentiary purposes including before a court of law, any authority or in arbitration.

I/ We understand that the Aadhaar number and core biometrics will not be stored/ shared except as per law and for CIDR submission. I/ We have downloaded the e-Aadhaar myself ourselves using the OTP received on my/ our Aadhaar registered mobile number. I/ We will not file the Bank or its officials responsible in the event this document is not found to be in order or in case of any incorrect information provided by me. The above consent and purpose of collecting information has been explained to me in my/ local language.

I/ We consent to receiving information/ service for marketing purposes through telephone/ mobile/ short message service/ - email or any other mode from the Bank, its service providers and/ or its agents. I understand that in case I/We do not wish to receive promotional information through telephone calls/ emails/ short message service/ on products and services not currently available by me. I/ we can request for "Do Not Call" service through the Bank's website or through phone banking or other channels that the Bank may offer. I/we agree that this service will not apply to receipt of advice and information regarding products and services currently available by me, to help me in fully relishing the benefits of the range of financial solutions designed to make my banking relationship value added and more convenient.

I/ We acknowledge and agree that my/ our nodal point of contact is authorised personnel / office of the organisation and will act as a single point of contact for all communication during the implementation phase and that any confirmations/consents given by such nodal point of contact person shall bind us and the Bank shall be entitled to rely on the same. Any issue, harmless, customisation feasibility, deployments, regular updates to manage content on the Application, etc. will be strictly communicated via the nodal point of contact. I/ We agree to indemnify, save, defend and hold harmless the Bank and its officers, directors, employees, shareholders, agents, consultants and other representatives, successors and assigns of, from and against, direct and indirect, claims, damages, fines, penalties, losses, costs and expenses, including attorneys' fees incurred by the Bank in respect of or in the course of providing the Bank Payment and Collection Services including, without limitation, on account of breach of any representation or warranties, covenants or undertakings on part of me/ us or breach by me/ us of any applicable laws or any loss or liability that may be incurred by the Bank attributable to the gross negligence or wilful misconduct on part of me/ us or any third party liability incurred by the Bank attributable to the acts, deeds or things on part of me/ us.

I/ We may request the Bank to provide, and the Bank may in its sole discretion activate the Bank Payment and Collection Services; (a) to enable us to collect monies from our customer through cards (including wallets), net banking, unified payments interface and e-CMS facility and in this regard the provisions contained in Schedule I (Payment Gateway, POS, NetBanking and UPI Facility) and Schedule IV (E-CMS Facility) respectively, shall be applicable, (b) to enable us effect payments and avail other banking services offered by the Bank and in this regard the provisions contained in Schedule V (ENet Terms and Conditions) shall be applicable. I/ We agree that, for availing any specific banking product/services on part of me/ us, l/ We shall be required to execute the required application form, deeds, documents, undertakings, agreement, as the case may be, which shall govern the terms and conditions of the respective banking products and l/We agree to execute the same as may from time to time. It is hereby clarified that though this Application Form is a consolidated agreement covering various Bank Payment and Collection Services, to the extent that I am/ we are not availing and the Bank has not activated any particular Bank Payment and Collection Services, the provisions of these terms and conditions applicable to such Bank Payment and Collection Services will not be applicable.

I/We hereby agree and undertake that I/we shall protect and shall not disclose to any person any and all confidential information of the Bank which is in my/our possession or which may be received during the course of utilizing the Bank Payment and Collection Services.

This application form including the Schedules hereto shall be governed, interpreted by and construed in accordance with the substantive laws of India and subject to the succeeding sentence, the courts and tribunals in Mumbai shall have exclusive jurisdiction. All disputes, differences, claims demand and questions of whatsoever nature arising out of or relating to or in pursuance of or touching this application form including the Schedules hereto shall be referred to as sole arbitrator mutually appointed by the Bank and me/us and the arbitration proceeding shall be conducted in accordance with and subject to the provisions of the Attribution and Conciliation Act, 1996 or any statutory modification or re-enactment thereof for the time being in force. The arbitration proceedings shall be conducted in English. All such arbitration proceedings shall be held at Mumbai.

This application form shall be read in conjunction with the Schedules hereto and in case of any repugnancy or inconsistency between the terms set out in the application form with respect to any Bank Payment and Collection Services and the relevant Schedule applicable hereto, the provisions contained in the relevant Schedule shall prevail to the extent of such repugnancy or inconsistency.

At the request of the Merchant (as hereinafter defined), the Bank has agreed to provide the Services (as hereinafter defined) to the Merchant on the basis of and subject to the terms and conditions set out below ("terms and conditions"). All capitalised terms used in the terms and conditions set out below but not specifically defined shall have the meaning assigned to them in the Application Form (as hereinafter defined):

DEFINITIONS AND INTERPRETATION

1.1. Unless there is anything in the subject or context inconsistent therewith, the capitalised terms listed below shall have the following meanings: "Additional Form Factors" shall mean QR code, tap and go, sound technology, near field communication based payments and such other additional form factors and/or technological solutions for capture of card information in the EDC Terminal for card present transactions and such form factors and/ or technological solutions for capture of card information for card not present transactions, as the Bank may specify from time to time;
"Applicable Law" shall mean any statute, regulation, notification, circular, order, ordinance, requirement, direction, guideline, announcement or other binding action or requirement of any Governmental Authority, having the force of law in India (or any part thereof);
"Application Form" shall mean the application form signed by the Merchant for availing of the Services, Including all annexures and mandates thereto; "Bank Account" shall mean a bank account maintained by a Customer with a Participating Bank, in respect of which the Customer avails of online banking services from such Participating Bank;
"Bank Fee Letter' shall mean any letter addressed by the Bank to the Merchant, referring to these terms and conditions and setting out the Service Fees payable by the Merchant to the Bank;
"Bank Merchant Policy" shall mean the policy(ies) stipulated by the Bank in relation to Merchant/ other merchants, as the same may be updated from time to time;
"Bank's Trademark" shall mean and include the trademark of the Bank's Tradename and variations thereof, and shall further include any new variations of the said trademark, such other designs, images, artistic work, visual representation, service marks, copyright, which are designed and developed by the financier henceforth;
"Card" shall mean any unexpired credit card or debit card that is issued by a Card Issuing Institution designated to issue cards of any Card Association, provided that such card is not listed in a current warning or restricted card bulletins or notices and shall be deemed to include any prepaid payment instrument/ wallet acceptable to the Bank;
"Card Association(s)" shall mean any of Visa, MasterCard, Visa Electron, Diners, Rupay, Discover or Maestro or any other card association as may be specified by the Bank from time to time;
"Card Issuing Institution" shall mean a bank or financial institution that has issued a Card or Other Card to a Customer;
"Card Transaction" shall mean a PG Transaction, Other Card Association PG Transaction or a POS Transaction;
"Charge Transaction" shall mean any Card Transaction, UPI Transaction or an Online Banking Transaction, as applicable;
"Card Transaction Chargeback" shall mean, a requirement to repay the amounts received by the Merchant in respect of any Card Transaction on the occurrence of the chargeback events set out in the Network Rules, from time to time, the present list of which events are set out in Appendix I (Card Transaction Chargeback Events) hereto;
"Chargeback" shall mean collectively, Card Transaction Chargeback and UPI Transaction Chargeback;
"Chargeslip" shall mean the receipt, whether physical or electronic, produced by the EDC Terminal on successful completion of authorization and authentication of a POS Transaction;
"Customer Information" shall have the meaning assigned to such term in paragraph 8.1 (Data Security) below;
"Customers" shall mean the persons who purchase the Products by effecting a Charge Transaction;
"EDC Terminals" shall mean the electronic data capture (EDC) terminals including mobile phone based EDC terminals, GPRS based EDC terminals and any other type of EDC Terminals specified by the Bank, printers, other peripherals and accessories, including the pin entry pads and the software contained in such devices, as the same may be supplemented, replaced or modified from time to time pursuant to these terms and conditions;
"Governmental Authority" shall mean any nation or government of any province or state or any other political subdivision thereof; any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to a government, including any government authority (including, without limitation, NPCI), agency, department, board, commission or instrumentality of India, any court, tribunal or arbitrator; and any self-regulatory organisation;
"Harmful Code" shall mean any computer code (a) designed to disrupt, disable harm, or otherwise impede in any manner, the operation of any software or hardware; (b) that would disable any software or hardware or impair in anyway its operation based on the elapsing of a period of time; (c) that would permit the Merchant or others to access without the Bank's permission any software or hardware loaded on to the systems of the Bank (sometimes referred to as "traps", "access codes" or "trap door" devices), or any other similar harmful, malicious or hidden procedures, routines or mechanisms which would cause such programs to cease functioning or to damage or corrupt data, storage media, programs, equipment or communications, or otherwise interfere with operations including any virus.
"Indian Indirect Tax" shall mean and include any and all present or future claims for tax, levy, impost, duty or other charges of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same) levied or payable in respect of the Services and/ or the Service Fees and shall also include any variation or change therein, or the rates thereof, or imposition of any new or further taxes (including Goods and Services Tax), but shall not include tax on the income of any Party;
"Internet Payment Gateway" shall mean the system which is to be made available to the Merchant under the terms hereof which enables the authentication, authorisation and settlement of PG Transactions through the Payment Mechanism;
"Interactive Voice Response System" shall mean the computer equipment, network facilities, software and related equipment used from time to time for the provision of the Interactive Voice Response Services; "Lien Marked Account" shall mean the account(s) (including a fixed deposit account) of the Merchant maintained with and lien marked in favour of the Bank;
"MCC" shall have the meaning assigned to such term in paragraph 6.2 below;
"Merchant" shall mean the entity that has signed the Application Form at whose request the Bank has agreed to provide the Services;
"Merchant Account" shall mean the bank account of the Merchant details whereof the Merchant has provided to the Bank on or prior to the date hereof;
"Merchant Establishment" shall mean the premises of the Merchant that are owned, leased or possessed by the Merchant and used by it to sell the Products to the Customers;
"Merchant Trademarks" shall mean and include the trademark of the Merchant's Tradename and variations thereof, and shail further include any new variations of the said trademark, such other designs, images. artistic work, visual representation, service marks, copyright, which are designed and developed by the Merchant:
"Network Rules" shall mean the written rules, regulations, releases, interpretations and other requirements (whether contractual or otherwise) imposed or adopted by any Card Association,
"NPCI" shall mean the National Payments Corporation of India; "Online Banking Facility" shall mean the facility provided by the Bank (through the Online Banking Service Provider or otherwise) to the Merchant to enable the Customers to make payments to the Merchant by an online debit to their respective Bank Accounts;
"Online Banking Service Provider" shall mean the subcontractor(s) utilised by the Bank for the purpose of providing the Online Banking Facility; "Online Banking Transaction" shall mean the online purchase of any Products by a Customer by making payment for such Products through the Payment Mechanism using the Online Banking Facility;
"Other Card" shall mean any unexpired credit card or debit card that is issued by a Card Issuing Institution designated to issue cards of any Other Card Association, provided that such card is not listed in a current warning or restricted card bulletins or notices;
"Other Card Association" shall mean any of JCB or American Express or any other card association as may be designated as an Other Card Association by the Bank, from time to time;
"Other Card Association PG Service Provider" shall mean the subcontractor(s) utilised by the Bank for the purpose of providing Other Card Association PG Transactions;
"Other Card Association PG Transaction" shall mean the PG Transactions effected utilising Other Cards, all of which transactions shall, until the Bank otherwise notifies, be processed and settied by the Bank, through the Other Card Association PG Service Provider;
"PA-DSS" shall mean Payment Application Data Security Standards set by the Payment Card Industry Security Standards Council; "Participating Bank" shall mean the banks with which the Customers maintain their accounts from which payments are made in respect of the Online Banking Transactions:
"Payment Mechanism" shall mean:
(a) In respect of PG Transactions, the mechanism that enables the processing of payments made by Cards through the Internet Payment Gateway:
(b) In respect of Other Card Association PG Transactions, the mechanism of the Other Card Association PG Service Provider that enables the processing of payments made by the Other Cards through the internet payment gateway operated by the Other Card Association PG Service Provider (and/or the Other Card Association PG Service Provider's agents/sub-contractors);
(c) In respect of POS Transactions,"the mechanism that enables the processing of payments made by Cards through the EDC Terminals;
(d) In respect of the Online Banking Transaction, the mechanism that enables the processing of payments made using the Online Banking Facility:
(e) In respect of the UPI Transactions, the mechanism that enables the processing of payments made using the UPI Facility:
PCI-DSS" shall mean the Payment Card Industry Data Security Standards as managed and evolved from time to time by the Payment Card Industry Security Standards Council;
"PCI-PTS" shall mean the Payment Card Industry PIN Transaction Security as managed and evolved from time to time by the Payment Card Industry Security Standards Council;
"Permitted Deductions" with reference to any particular Charge Transaction's settlement shall mean and include: (a) the Service Fees in respect of the such transactions processed in such settlement; (b) the Indian Indirect Tax that accrues in respect of the Service Fee referred to in (a) above: (c) the value of any transaction of refund or cash back initiated by the Merchant: (d) all Chargeback Monies due under paragraph 3 (Chargeback) below; (e) the amount (if any) collected from the Customer towards processing of the Charge Transaction; and (f) in case of AnyEMI Facility invoiving Subvention Program(s), the monies payable by the Merchant to the Bank in terms of the Subvention Program; "PG Transaction" shall mean the purchase of any Products by the Customer by making payment for such Products through the Payment Mechanism by using a Card;
'POS Services" the services rendered by the Bank that enable the Customers of the Merchant to make payment for the purchase of Products through the Payment Mechanism by using a Card on the EDC Terminals and shall include the provision of the EDC Terminals;
"POS Transaction" shall mean the purchase of any Products by a Customer by making payment for such Products through the Payment Mechanism by using the Customer's Card on an EDC Terminal;
"Presentment Conditions" shall mean the following conditions: (a) the card presented is a Card bearing the marks of the Card Issuing Institution, a genuine hologram of the Card Association and such other details as may be stipulated by the Bank from time to time; (b) the Card is not mutilated or altered in any way; (c) if the Card is a photo card, the photograph on the Card matching with the Customer; and (d) the signature on the signature strip provided for at the back of the Card, matches the signature of the Customer;
"Products" shall mean goods and/or services offered for sale by the Merchant;
"Purchase Price" shall, with respect to any Charge Transaction, mean the total amount to be paid by the Customer for the Product purchased/availed of through such Charge Transaction;
'RBI" shall mean the Reserve Bank of India;
Services" shall mean the provision by the Bank of the Internet Payment Gateway, the Online Banking Facility, the facility of processing of Other Card Association PG Transactions, the UPI Facility and/ or the POS Services;
"Transaction Receipt" shall mean the receipt to be displayed by the Merchant on the Website on the successful completion of a Card Transaction which receipt shall contain such details that the Bank may require, from time to time:
"UPI Facility" shall mean the facility provided by the Bank to the Merchant on the Website to enable the Customers to make payments to the Merchant by an online debit to their respective bank accounts by utilising the unified payments interface option;
"UPI Transaction" shall mean the purchase of any Products by a Customer by making payment for such Products through the UPI Facility: "UPI Transaction Chargeback" shall mean, a requirement to repay the amounts received by the Merchant in respect of any UPI Transaction on the occurrence of the chargeback/ disputed events (by whatever named called) in terms of the rules, guidelines and regulations issued by NPCI, from time to time;
"Website(s)" shall mean any web addresses, unique resource locators applications, software (including mobile applications) of the Merchant (the contents of which are controlled and owned by the Merchant), which are used by the Merchant for the sale of its Products to the Customers, and in respect of which the Bank has agreed to provide the Internet Payment Gateway, Other Card Association PG Transactions, the UPI Facility and the Online Banking Facility.

1.2. In these terms and conditions, unless the context otherwise requires: (a) the singular incidents the plural, any acute and words of any generic and deemed to include "on their genders"; (b) references to the word "include" or "including" shall be construed without limitation; and (c) the Bank and the Merchant shall be individually referred to as a Party and collectively as the Parties'.

PROVISION OF SERVICES AND PROCESS FLOW

2.1. The Bank hereby agrees to provide the Merchant the Services in the manner and subject him to the terms and conditions contained herein.

2.2. The process that shall be followed by each of the Bank and the Merchants as follows:

PG Transactions: The Bank shall, on a Customer choosing an option, make a payment by Card and follower receipt by the Bank of the Customer registration, redirect the PG Transaction for authentication and authorization. On successful completion and receipt of authenticated and authorisation, the Bank shall collect and transmit the Purchase Price (less Permitted Deductions) to the Merchant Account (either directly or through the Company Secretary section) of a sub-contractor/ service provider of the Bank).
Other Card Association PG Transactions: On successful completion and receipt of authenticated and authorisation by the Other Card Association PG Service Provider, in respect of an Other Card Association PG Transaction, the Other Card Association PG Service Provider shall require the deposit of Purchase Price from the Card issuing institution through the Other Card Association, before the model escrow bank account of the Other Card Association PG Service Provider. On receipt of the Purchase Price, the model escrow bank, with which the Other Card Association PG Service Provider maintains its model escrow account shall transmit the Purchase Price (less the Permitted Deductions) to the Bank for private settlement including the Merchant.
Online Banking Transaction: The Bank (through the Online Banking Service Provider) shall, on a Customer choosing an option to make a payment through the Online Banking Facility, redirect the Customer to the website of the relevant Participating Bank where the Customer's Bank accepts the Purchase Price. On authentication, the relevant Participating Bank shall require the Customer to provide valid debit instructions for completing the Online Banking Transaction. On receipt of the same Participating Bank shall provide an authorisation to the Online Banking Service Provider and debit the Customer's Bank Account to the extent of the Purchase Price and entitle the same to the model escrow bank account of the Online Banking Service Provider. On receipt of the Purchase Price, the model escrow bank with which the model escrow bank account of the Online Banking Service Provider maintains its model escrow bank account of the Other Card Association PG Service Provider maintains its default estimate of the Purchase Price (less the Permitted Deductions) to the Bank for private settlement including the Merchant.

2.3. The Merchant hereby agrees to accept payments effected by Customers' utilising prepaid cards and any such prepaid instrument shall be a Card's the purposes of these terms and conditions.

2.4 The Merchant shall ensure that no Harmful Code is present in the Merchant's systems, and that no Harmful Code is introduced into any of the Bank's systems or devices. In case any of the Bank's systems or devices or any Customer Information, or other data is compromised due to any Harmful Code, the Merchant shall fully indemnify the Bank for the same.

2.5 The settlement cycles for each of the Services provided in terms hereof shall be as may be specified by the Bank in writing (including by way of electronic mail), from time to time. Notwithstanding anything to the contrary contained herein, the Merchant acknowledges and agrees that the Bank enabling acceptance and processing of transactions effected using prepaid payment instruments (which prepaid payment instruments are not denominated with the mark of a Card Association) Other Card Association) in terms hereof, will in no manner oblige the Bank to settle the funds payable in respect of transactions effected by using such prepaid payment instruments except on the extent that the Bank actually receives funds from the issuer of such prepaid payment instruments, whether directly or through one or more intermediaries.

2.6 Notwithstanding anything to the contrary contained herein, the Bank shall entitled to refuse to process and/or will hold payment in respect of any Charge Transaction (a) if the Merchant is in breach of any of the terms contained herein; (b) the Bank has reason to believe or suspect that any Charge Transaction is suspicious, fraudulent, contrary to Applicable Law or rules, guidelines, circular and directions issued by the Bank; (c) the Bank, in its discretion, determines that the Chargeback to sales ratio and/or the fraud to sales ratio in respect of the Merchant is likely or (d) the Bank so determines on an assessment of the risk involved in processing any Charge Transaction For avoidance of doubts, it is clarified that the Bank shall not be required to pay any interest or other sum whatsoever on such amounts without pursuant to this paragraph 2.6 (Provision of Services and Process Flow).

2.7 The Merchant may request the Bank to provide, and the Bank may in its sole discretion activate the EasyEMI Facility, the AnyEM Facility, the Flexicurrency Facility, the Multicurrency Facility, the Cash Withdrawal Facility and the Interactive Voice Response Service (Customers of the Merchant and in this regard the provisions contained in Appendix II (EasyEM Facility), Appendix III (AnyEM Facility), Appendix IV (Flexicurrency Facility), Appendix V (Multicurrency Facility), Appendix VI (Cash Withdrawal Facility) or Appendix VII (Interactive Voice Response Services) respectively, shall be applicable. The Merchant may request the Bank to provide, and the Bank may in its sole discretion provide such other additional services as the Bank may deem fit. The Merchant agrees to do all such acts and execute all such deeds and documents as the Bank may require for the provision of such other additional service and follow any directions and/or guidelines issued by the Bank, from time to time, in relation to the additional services.

2.8 It is hereby entitled that though these terms and conditions are a consolidated agreement covering various services/ additional services, to the extent that the Merchant is not awaiting, and the Bank has not activated any particular service(s) additional service, the provisions of these terms and conditions (applicable to such service/ additional service) will not be applicable.

2.9 The Merchant acknowledges and agrees that the Bank may introduce Additional Form Factors from time to time (including those not specifically illustrated herein) and agrees to comply with any and all directions and instructions of the Bank in respect of such Additional Form Factors. The Merchant agrees and acknowledges that any Additional Form Factors which the Bank may agree to offer in terms hereof will be offered in the sole discretion of the Bank and the Merchant agrees and undertakes to bear all risks, costs and expenses in relation to the provision thereof.

CHARGEBACK

3.1 The Merchant hereby agrees that all Chargebacks shall be the sole responsibility and liability of the Merchant. The Bank may, in its sole discretion, on determining that a Chargeback event has occurred, require the Merchant to repay the amounts received by the Merchant in respect of such Card Transaction (UPI Transaction (as the case may be) (Chargeback Moneys) and the Merchant shall be obliged to make payment of the same and forthwith information the Bank. Without prejudice to the obligation of the Merchant as aforesaid, the Merchant agrees and acknowledges that the Bank may recover the Chargeback Moneys along with any penalty, charge, fees, etc. levied by NPCI on the Bank, in this regard by either: (a) deducting the same in the manner contemplated by paragraph 2 (Provisions of Services and Process Flow) above; (b) deducting the same from the Lien Marked Account; (c) deducting the same from fixed deposit created in terms of paragraph 12.4(b) (Term and Termination) below; or (d) deducting the same from any other account held or deposit made by the Merchant, whether jointly or simply with the Bank.

3.2 If any penalties or fines are imposed on the Bank by the Card Associations, Other Card Association or any Governmental Authority, as a result of any act or omission of the Merchant in relation to any Chargeback, the Merchant shall indemnify the Bank in respect of the same in accordance with paragraph 10 (Indemnity) below.

REFUND

4.1 The Merchant hereby undertakes that it will process all refunds (in respect of any concluded Card Transaction, UPI Transaction or Online Banking Transaction) to the Customers only through the Payment Mechanism as per the procedure stipulated by the Bank and in no other manner whatsoever. Without prejudice to the generality of the foregoing, the Merchant undertakes that it shall not make any cash refunds to the Customers (in respect of any such concluded Card Transaction, UPI Transaction or Online Banking Transaction).

REPRESENTATIONS AND WARRANTIES

Each of the Parties represents and warrants to the other as follows: (a) it is duly organised, validly existing and in good standing, under the laws of the jurisdiction of its incorporation and has all the requisite power and authority to execute, deliver and perform its obligations under and comply with the terms and conditions contained herein; (b) these terms and conditions have been validly executed and delivered and constitute a legal, valid and binding obligation and the execution, delivery and performance of the obligations under these terms and conditions do not and will not contravene or breach any Applicable Law, agreement, instrument, regulation, licence or authorisation binding upon a Party or any of its assets.

MERCHANT REPRESENTATIONS, COVENANTS AND UNDERTAKINGS

6.1 The Merchant hereby represents, warrants, agrees, covenants and undertakes as under. The representations contained below are made by the Merchant on the date hereof and shall be deemed to be repeated by the Merchant on each day till the expiry or sooner determination of these terms and conditions.

There are no legal, quasi-legal, administrative, arbitration, mediation, conciliation of other proceedings, claims, charges, governmental investigations, orders, judgments or decrees of any nature made, existing or pending or, to the best knowledge of the Merchant, threatened or anticipated against that may prejudically affect the declaration by it or/or enforceability of these terms and conditions.
The Merchant does not make any representations or warranties to any Customer or any third party or undertake any obligations which may require the Bank to undertake or be liable for, directly or indirectly, any obligation and/or responsibility to a Customer or any third party. The Merchant shall take all necessary steps and/or precautions to ensure that the Products are not mistaken or misrepresented as being associated with and/or being offered by the Bank.
The Merchant agrees and undertakes to display on the Website(s) and on the Merchant Establishment, such policies, notices, disclaimers, warranties and incomplies as the Bank may require, in its sole discretion, from time to time.
The Merchant shall not include any contract unless stated otherwise, to any person(s), including, without limitation, its associates, third parties or other affiliates.
The sale of the Products by the Merchant is in compliance with Applicable Law and the Network Rules, and the Services are not utilised for the sale of any Products or class of products designated by the Bank as named products, forms and items, which list as on the date hereof is set out in Appendix VIII. List of (Banner) Products thereto.
The Merchant shall ensure that it follows the requirements for the Website and protection of the Customers' Card related information as per the Banks guidelines from time to time, which guidelines as on the date hereof are set out in Appendix IX (Website Requirements and Account Information Security) hereof.
The Merchant shall ensure compliance with and shall act in accordance with the Applicable Law including, without limitation, the provisions of the Information Technology Act, 2009 and the applicable rules thereunder (including the Information Technology and Reasonable Security practices and procedures and sensitive personal data or Information) Rules, 2011, and shall follow the Network Rules, all rules, guidelines and directions issued by the Other Card Associations, the Bank or any Governmental Authority with reference to Charge Transactions including, without limitation, the Bank Merchant Policy.
The Merchant shall not levy or seek to levy any amount towards the processing of any Card Transactions and/or otherwise seek to transfer the incidence of the merchant discount rate to the Customer, unless it has been permitted to do sound at any of the exalture Network Rules.
The Merchant shall take all measures as directed by the Bank to ensure the integrity of the link between the Website and the Internet Payment Gateway (Hotline) and that there is no breach of security in relation thereto. The Merchant shall ensure that the Customer upon accessing the Hotline are properly certified to the Internet Payment Gateway. The Merchant shall periodically test its systems for any potential security breach.
The Merchant hereby agrees and acknowledges that the Bank and/or NPCI (either on the law or through its subcontractors) shall be entitled to undertake verification exercises in respect of the systems, or Merchant Establishments, or Website (including, without limitation, through web-creating, web-scraping and other means) on an on-going basis and agrees to co-operate with the Bank in this regard.
The ChargeBills, Transaction Receipts, proof of delivery of the Products and other records of the Charge Transactions shall be maintained by the Merchant for a period of at least 2 (Two) years from the date of the relevant Charge Transaction and shall be submitted to the Bank as and when requested by the Bank. The Bank also is entitled to inspect such data and records relating to the Charge Transactions and take copies of or extracts from the same or any part thereof, during usual business hours of the Merchant.
The Merchant shall generate and display Transaction Receipts to every Customer on completion of a Charge Transaction and shall also e-mail a copy thereof to the Customer.
The Merchant shall, in respect of the Services, provide all such assistance and furnish all such information to the Bank, as may be required by the Bank, from time to time, and respond to all queries raised by the Bank, within 24 (twenty-four) hours from the time such a query is raised. In case of any delay on the part of the Merchant to provide such assistance/ information to the Bank or respond to the queries raised by the Bank, the Merchant shall be liable to pay to the Bank such penalty charges, etc. as may be levied by NPCI on the Bank, due to such delay.
The Merchant hereby agrees and undertakes to render all assistance and co-operation that the Bank may require to enable provision of the Services by the Bank including, without limitation, for installation of the software development kit on the Website for provision of UPI Facility as a payment option. The Merchant shall follow such security procedures and technical requirements prescribed by the Bank, from time to time.
The Merchant hereby agrees and undertakes that the Customer Information provided in the course of utilising the UPI Facility (whether relating to passwords or otherwise) shall not be captured and/ or stored on the Website and the Merchant shall not be entitled to view, store, access or utilise any such Customer Information;
The Merchant hereby represents that it is PCI-DSS, PCI-PTS and PA- DSS compliant and has obtained the necessary certifications in this regard. The Merchant shall ensure that it remains PCI-DSS, PCI-PTS and PA-DSS compliant during the term of these terms and conditions and shall take all actions as may be necessary for this purpose.
The Merchant shall ensure that the EDC Terminals remain in their original condition (ordinary wear and tear excepted) and shall not make any modifications thereto or the application installed thereon.
The Merchant shall ensure that appropriate measures are taken to protect the EDC Terminals from any damage or defect and shall ensure that the EDC Terminals are utilised solely in the territory designated by the Bank.
The Merchant shall not seek to effect a Charge Transaction in favour of itself.
The Merchant shall inform the Bank of the occurrence of all POS Transactions promptly and not later than 3 (Three) days from the successful completion of the POS Transaction, by following the procedure stipulated by the Bank in this regard, failing which the Bank shall be entitled to levy an additional charge of 50 (Fifty) basis points (or such other charge as may be determined by the Bank in its sole discretion, from time to time) in addition to the usual Service Fees applicable to such , POS Transaction, which additional charge shall be deemed for part of the 'Service Fees" for the purposes of these terms and conditions.
The Merchant hereby agrees and undertakes that, it shall ensure that all commitments made by it to the Customers at the time of purchase of the Products/ payment of the bill including in connection with any offer of discounts, cash back schemes or any other incentives shall be honoured and fulfilled.
Any reports which may be provided to the Merchant by the Bank in relation to the Services (if any) shall be conclusive and binding on the Merchant. If the Merchant believes that any such report contains any error or discrepancy, the Merchant shall bring the same to the notice of the Bank within 7 (Seven) days of the receipt of such report.
The Merchant acknowledges and agrees that the Merchant shall be responsible for all Customer support, including, without limitation, in respect of any query/ complaint that a Customer may raise.
The Merchant agrees that If any Customer complaint has been forwarded by the Bank to the Merchant, the Merchant shall provide to the Bank, all the requisite information and support as the Bank may require, and resolve such complaints.
The Merchant shall develop and maintain its systems in accordance with the technical specifications which are in compliance with Applicable Law and/ or the rules, guidelines, circulars and directions issued by NPCI and/ or the Bank, and the Merchant shall always be in compliance with Applicable Law and/ or the rules, guidelines, circulars and directions issued by NPCI.
The Merchant hereby acknowledges and agrees that in the event that the Merchant fails to comply with the terms hereof with respect to its systems, if any claims, damages, fines, penalties, losses, costs and expenses are incurred by the Bank due to any Merchant failing to comply with the terms hereof with respect to the systems, the Merchant shall indemnify the Bank in respect of the same in accordance with paragraph 10 (Indemnity) below.
The Merchant shall provide the Bank with such details with respect to the Merchant as the Bank may require.
The Merchant shall ensure that refunds are effected promptly and in accordance with the procedure prescribed by the Bank and Applicable Law.
The Merchant shall ensure that all the information provided by the Merchant to the Bank is true and correct and the Merchant hereby acknowledges and agrees that, on the Bank requesting the Merchant to provide KYC documents of the Merchant and/ or requiring declaration(s) from the Merchant to the effect that the relevant bank account of the Merchant is KYC compliant, the Merchant shall promptly provide such documents/information/ declarations to the Bank.

6.2. The Merchant hereby acknowledges and agrees that the Bank has provided sufficient information and explanations to the Merchant with reference to the merchant category code assigned to the Merchant ("MCC") The Merchant agrees and undertakes that it shall not submit Card Transaction, UPI Transaction or an Online Banking Transaction t the Bank for processing which are not within the ambit of the MCC. In the event that the Merchant submits such transactions to the Bank for processing which are not within the ambit of the MCC, the Bank shall without prejudice to its other rights hereunder, be entitled to levy such fine in respect of such default as the Bank may deem fit.

LIMITATION OF LIABILITY

7.1 Without prejudice to any other provisions of these terms and conditions, the Bank shall not be liable to the Merchant for any loss or damage whatsoever or however caused or arising, whether directly or indirectly, in connection with the Services and/or these terms and conditions, including any loss or damage arising from:

Loss of data contained in the Website and/or the servers maintained by the Merchant arising directly or indirectly by use of the Payment Mechanism;
Any interruption or stoppage in the Customer's access to and/or the use of the Payment Mechanism (whether on account of maintenance activities or otherwise);
Any inaccurate or faulty message received by the Bank in course of processing of a Charge Transaction;
The Merchant not having completed all necessary verifications before proceeding to authenticate and authorise a POS Transaction.

7.2 The Bank does not represent that the Payment Mechanism will be provided uninterrupted, or that it will be free from errors at all times or free from any virus or other malicious, destructive or corrupting code, program or macro.

7.3 In the performance of the Services, the Bank shall be entitled to assume that messages that originate from the Customer are deemed to be authorised by the Customer and all the information contained in any such messages is true and accurate.

7.4 The Parties hereby acknowledge and agree that the cumulative liability of the Bank to the Merchant arising out of or as a result of these terms and conditions, whether under terms hereof or under Applicable Law, shall at no point in time exceed the Service Fees paid by the Merchant to the Bank during the period of 6 (Six) months (or such shorter period during which these terms and conditions have been in force) immediately preceding the date on which any claim is made.

7.5 The Merchant hereby agrees and acknowledges that the Online Banking Facility and the Other Card Association PG Transactions are services which are provided by the Bank to the Merchant based on the request of the Merchant, and the efficiency and efficacy of such service or its delivery shall depend upon the Online Banking Service Provider and the Other Card Association PG Service Provider (as the case may be). The Merchant hereby further agrees and acknowledges that the Bank does not undertake any liability or any obligation in respect of the Online Banking Service Provider and the Other Card Association PG Service Provider, and accepts no responsibility for any reports, statements or any other details provided to the Merchant in respect of the Online Banking Facility or the Other Card Association PG Transactions.

DATA SECURITY

8.1 The Merchant shall maintain such administrative, technical and physical safeguards and such processes, procedures and checks to secure the information which is received from any Customer in relation to a Charge Transaction ("Customer Information") as may be required under Applicable Law and/or industry standards or regulations issued by any Governmental Authority, any Card Association and/or any Other Card Association, which safeguards must be at least equal to or better than: (a) the safeguards it currently has in place to protect its own data; and (b) generally accepted security standards in the financial service industry.

8.2 The Merchant covenants that it shall take appropriate technical and organisational measures: (a) to protect the security and confidentiality of the Customer Information in the Merchant's possession; (b) to ensure protection against any anticipated threats or hazards to the security and confidentiality of the Customer Information; (c) to protect against unauthorised access to, use of or modification of the Customer information or associated records (whether stored in the systems of the Merchant or on the Hotlink); and (d) to ensure the proper and secure disposal of such data. The Merchant shall ensure that only authorised personnel bound by adequate confidentiality obligations shall have access to the Customer Information and strictly on a 'need to know' basis.

8.3 The Merchant shall adopt adequate encryption and security measures to prevent any hacking of/unauthorised access/alteration to the Customer Information, systems of the Merchant or the EDC Terminals.

8.4 The Merchant shall in respect of the Customer Information: (a) comply with any reasonable request/instruction made or direction given by any authorised personnel of the Bank; (b) use the Customer Information only for the purposes of fulfilling its obligations under these terms and conditions and not retain the same for any longer than is necessary for these purposes; (c) ensure that the Customer Information is not co-mingled with the other data held by the Merchant; (d) ensure that the Customer Information is not transferred outside India, or allow persons outside India to have access to it; and (e) take all reasonable steps to ensure the reliability of the personnel which will have access to any Customer Information and ensure that the personnel of the Merchant (or of any of the Merchant's subcontractors) who access the Customer Information give a written undertaking not to access, use, disclose or retain the Customer Information except in performing their duties of employment.

8.5 The Merchant shall report any breach of this paragraph 8 (Data Security), all violations or breach of information security, control processes and checks of the Merchant and all suspected security events immediately to: (a) the Bank's Information Security Group at security.incident@hdfcbank.com, or such other e-mail address as the Bank may, from time to time, stipulate; and (b) the concerned representatives and employees of the Bank which interact with Merchant in respect of the Services.

8.6 The Merchant shall be solely liable for any breach of security, compromise, theft, modification and/or corruption of the Customer Information which occurs at the time when (each a "Data Compromise Event"): (a) the Customer Information is stored whether permanently or temporarily on the systems of the Merchant; (b) the Customer Information is being transferred from the systems of the Merchant to the systems of the Bank (or its agents/sub-contractors); (c) the Customer Information received by the Merchant during the course of a Charge Transaction is transferred by the Merchant to the Customer concerned; irrespective of whether the Data Compromise Events were the direct or indirect result of any act or omission of the Merchant.

8.7 For the purpose of this paragraph 8 (Data Security), all references to the term 'Merchant' shall include any employee, agent, subcontractors and representatives of the Merchant.

INTELLECTUAL PROPERTY RIGHTS

9.1 The Merchant hereby grants to the Bank a non-exclusive, non-transferable, royalty-free license to use the Merchant Trademarks for the purposes of provisions of Services by the Bank.

9.2 Notwithstanding anything to the contrary above, the Bank's Trademark and the Bank's Tradename is solely the Bank's Intellectual Property Right, and these terms and conditions or any other document in relation thereto, shall not be construed to giving any right, title, or interest in relation to such trademarks in the Merchant or to any other party and any defacement or introgement of the Bank's Intellectual Property Rights shall be indemnified by the Merchant to the Bank.

INDEMNITY

10. The Merchant expressly and unequivocally agrees to an hereby does indemnify, save, defend and hold harmless the Bank and its officers, directors, employees, shareholders, agents, consultants and other representatives, successors and assigns (for more than half of all, direct and indirect, claims, damages, fines, penalties, losses, costs and expenses, including attorneys' fees incurred) the Bank in respect of or in the course of performing its obligations under these terms and conditions or otherwise incurred as a result of entering into these terms and conditions including without limitation in the following cases: (a) the Merchant's breach of these terms and conditions including any representation, warranty or consent made undertaken by it under these terms and conditions; (b) the Merchant's breach of Applicable Law and/or Network Rules; (c) any claim made or proceeding commenced by any Customer against the Bank, in relation to or in connection with the Services and/or any Charge Transaction; (d) the Merchant's withdrawal of the goes negligence in connection with these terms and conditions; (e) as a result of faulty, inaccurate or unauthorised information having been provided to the Bank by the Customers and/or the Merchant; (f) as a result of use of the EDC charges, his confirmation of the terms and conditions provided for these terms and conditions or any directions provided by or the Bank from time to time; and or (g) on the occurrence of any Data Compromise Events.

SERVICE FEES

11.1 In consideration of the provision of the Services, the Merchant shall pay the fees, charges and other sums stipulated in the Bank Fee Letter and/or the Application Form ('Service Fees') to the Bank reserves the right to revise the Service Fee from time to time, which amended Service Fees shall be effective upon the Bank giving the Merchant 30 (Trinity) days notice in writing. The Merchant hereby authorises the Bank and the Bank shall be entitled to recover the Service Fee attributable to and or payable in respect of a particular Charge Transaction by deducting the same as a Permitted Deduction or by deducting the same from any other account held or deposit made by the Merchant, whether jointly or singly, with the Bank.

TERM AND TERMINATION

12.1 The term of these presents will commence on the date of these presents and shall continue unless terminated earlier in accordance with these presents.

12.2 The Bank may terminate these presents, without assigning any reason, by giving the Merchant a prior written notice of 30 (Trinity) days. The Merchant may terminate these presents, without assigning any reason, by giving the Bank a prior written notice of 60 (Sixty) days.

12.3 Notwithstanding anything to the contrary contained in paragraph 12.2 (Term and Termination) above, the Bank shall be entitled to terminate these presents forthwith or with a shorter notice period in cases where the Bank reasonably determines that such termination is warranted, for e.g., breach of any term or condition contained herein by the Merchant, insolvency proceedings against the Merchant, the Chargeback to sales ratio and/or the fraud to sales ratio of the Merchant is high (in the sole opinion of the Bank) or the Bank determines that the continuance of these terms and conditions shall cause harm to its reputation.

12.4 Upon the expiry or sooner determination of these presents:

the Merchant shall forthwith hand over to the Bank possession of all documents, materials, guidelines or other writings (including any copies thereof), the EDC terminals (where applicable) and any other property belonging to the Bank that was provided by the Bank to the Merchant;
the Merchant shall create (i) a fixed deposit with the Bank, lien marked in the Bank's favour, for an amount equal to 1% (One percent) of the gross sales ratio until the month after the highest Card Transaction Chargeback to sales ratio in the 6 (Sixty months preceding the month of determination; and (ii) a fixed deposit with the Bank, lien marked in the Bank's favour, for an amount equal to 1% (One percent) of the gross sale amount in the month with the highest Card Transaction Chargeback to sales ratio in the 6 (Sixty months preceding the month of determination). Such deposits shall be created for a term of 180 (One Hundred and Eighty) days and the Bank shall be entitled to appropriate the monthly sign in such fixed deposit accounts (by generalizing determining such deposit to the extent required) to obtain any Chargebacks which arise. The Merchant hereby authorises and instructs the Bank to detail any account held by such Merchant with the Bank for the creation of the aforesaid fixed deposits when required in terms of this paragraph 12.4 (b) (Term and Termination).

12.5 In the event that these terms and conditions are terminated, then without prejudice to the rights available to the Bank in terms of these terms and conditions and for under Applicable Law, the Merchant agrees and authorises the Bank to block and mark a note over the hours in any account held by the Merchant with the Bank and/or any future settlements of the Merchant including, without limitation, for a period of (180) days or until all matters due or future liability so arise from the Merchant are paid in full to the Bank.

SET OFF AND LIEN

13.1 Notwithstanding anything to the contrary in these presents or any other document arrangement; (i) in respect of all and any of the Merchant's present and future liabilities to the Bank, whether under this document or under any other obligation/local facilities/purchargings/document, whether such liabilities and be crystallised, actual or contingent, primary or collateral or several or jointly with others, whether as principal debtor and/ or as guarantor and/or otherwise non-executive (collectively 'Liabilities'), the Bank shall in addition to any general lien or similar right to which it as a banker may be entitled by law, practice, custom or otherwise, have a specific and special lien on all the Merchant's present and future stock shares, securities, property, book debts, all moneys in all accounts whether, without, savings, overdraft, fixed or other deposits, held with or in costally, legal or constructive, with the Bank, now or in future, whether in same or different capacity of the Merchant, and whether severally or jointly with others, whether for any banking relationship, safe custody, collection, or otherwise, and (i) separately, the Bank shall have an express right to, without notice or any but not consent of the Merchant, set-off, transfer, sell, realise, adjust, appropriate at such amounts in all accounts (whether prematurely or upon maturity as per the Bank's discretion), securities, amounts and property as aforesaid, whether warranted for any particular liability or not) for the purposes of realising or against any of dues in respect of any of the Liabilities and to combine or consolidate all or any of accounts of the Merchant and to set-off any monies, whether of same type or nature or not and whether held in same capacity or not including upon any default in payment of any part of any of the Liabilities when due in terms of such documents.

OWNERSHIP OF CUSTOMER INFORMATION

The Bank shall have the sole ownership of all rights, title and interest in Customer information, including data provided by the Customer in the course of utilising the Payment Mechanism, at all times.

CONFIDENTIALITY AND DISCLOSURE OF INFORMATION

15.1 Both Parties here shall protect all confidential information of the other Party which is in its possession. The Merchant shall provide entities to store, access, utilise or disclose: (a) any Customer Information and/or Information which may be provided by the Customer in the course of utilising the Payment Mechanism (whether relating to passwords or otherwise); (b) the technology or software comprised in the Internet Payment Gateway, except to the extent permitted in these terms and conditions. In particular, the Merchant shall not reverse engineer, decompile, disassemble or tamper with any software comprised in the Payment Mechanism and/or the software development kits provided in relation to the UP Facility or make any attempt to do so.

15.2 Notwithstanding anything to the contrary contained herein, the Merchant here holds press and authorises the Board by the Bank of any information relating to the Merchant to and between the branches, subsidiaries, representative offices, affiliates, representatives, auditors, sub-contractors, service providers and agents of the Bank wherever situated, for confidential use. The Bank will also be entitled at any time to disclose any and all information concerning the Merchant within the knowledge and possession of the Bank in any party in connection with the Services provided by the Bank. In addition, the Merchant hereby agrees and gives consent for the disclosure by the Bank of all or any such information and data relating to the Merchant, any Service available (of to be available) by the Merchant, and default, if any, commited by the Merchant discharge of its obligation to make payment of the Service Fees, as the Bank may deem appropriate and necessary, to the RBI or any credit information company and/or any other agency authorised in this behalf by the RBI.

15.3 Confidential information will not include any information that: (a) is or becomes generally known to the public through no fault or breach of these terms and conditions by the receiving party; (b) the receiving party can demonstrate by written evidence, was rightfully in the receiving party's possession at the time of disclosure, without an obligation of confidentiality; (c) is independently developed by the receiving party without use of or access to the disclosing party's Confidential information; (d) the receiving party has rightfully obtained such information from a third party without having any duty of confidentiality in respect thereof and/or restriction on its use or disclosure; or (e) is required under Application Act or by any Governmental Authority, Card Association or Other Card Association.

15.4 This paragraph 15 (Confidentiality) shall survive the expiry or termination of these presents.

MISCELLANEOUS

16.1 Amendments: These terms and conditions may be amended by the Bank by provision of a notification, in writing, to the Merchant.

16.2 No Partnership: Nothing contained herein shall constitute or be deemed to constitute a partnership between the Parties, and no Party shall hold itself out as an agent for the other Party, except with the express prior written consent of the other Party. In particular the Merchant shall not be entitled to use the name, logo or trademarks of the Bank in connection with the business carried out by it, except as may be expressly permitted by the Bank in writing.

16.3 Waiver: Waiver of any breach of any provision of these terms and conditions shall not constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorised representative of the waiver party.

16.4 Severability: Any provision of these terms and conditions is invalid, unenforceable or prohibited by law, these terms and conditions shall be considered divisible as to such provision and such provision shall be inoperative and shall not be paid off the consideration arising from either Party hereto to the other, and the remainder of these terms and conditions shall continue to remain valid, binding as though such provision was not included herein.

16.5 Force Majeure: The Bank shall not be liable for any failure or delay in its performance under these terms and conditions due to acts of God, acts of civil or military authority, fires, epidemics, floods, earthquakes, riots, sabotage or destruction of production facilities, systems failure, technical misplays, hacking, internal disruptions, loss of data, communications failure, strikes, work stoppages or other industrial disputes.

16.6 Expenses: All costs and expenses (including legal costs) incurred in connection with the execution of these presents shall be borne solely by the Merchant.

16.7 Subcontractors: The Merchant agrees and confirms that the Bank may, for the performance of the Services (or any part thereof) (including for the avoidance for doubt, any additional services) and its obligations under these terms and conditions utilise such third party subcontractors' service providers as may deem fair.

16.8 Non Exclusive Arrangement: Nothing contained in these terms and conditions shall be construed as prohibiting the Bank from providing the Services to any person, including competitors of the Merchant.

16.9 Survival: Notwithstanding the termination or suspension of these terms and conditions for any reason and notwithstanding anything of the contrary in these terms and conditions, the rights and obligations of the Parties under these terms and conditions that by their nature survive the termination or limit are specified to survive termination of these terms and conditions shall not be suitably imposed by termination of these terms, including the provisions of paragraph 9 (Merchant Representatives, Covenants and Underlaskings), paragraph 7 (Limitation of Liability), paragraph 6 (Data Security), paragraph 10 (Indemnity), paragraph 12 (Term and Termination), paragraph 15 (Confidentiality and Disclosure of Information) and paragraph 16.10 (Notices), which shall continue to survive any termination of these terms and conditions.

16.10. In the event of the Bank being entitled to be indemnified pursuant to the provisions of these three Rules, the Bank shall be entitled to accordingly pay to such extent debit the Merchant Account irrespective of any dispute that the Merchant may have in respect of such payment.

16.11. Notices:

All notices, approvals, instructions, demand and other communication given or made under ese terms and conditions shall be in writing and may, subject to paragraph 16.10 (b) (Notices) below, be given by facsimile, electronic mail, personal delivery or by sending the same by pre-paid registered mail addressed to the relevant Party at its address, facsimile number or email set out in Application Form hereto ("such other address"), facsimile number or email set the addresses has by 5 (five) days prior written notice specified to the other Party).
Any notice, approval, instruction, demand or other communication, addressed to the relevant Party shall be deemed to have been delivered in advance or made by registered mail, 5 (five) days after posting (the term in general or there is time of delivery, right given or made); (c) the term in general or there is time of delivery, right given or made by email, upon receipt of a transmission report confirming dispatch and transfer, or made by email, upon sending of the email by the Party. Provided by any notice sent by facsimile transmission or email to the Bank, for the same to be effective, the same shall be immediately on the same fee followed by a physical copy of the notice sent by the Merchant by reputable overnight courier or registered A-D postage prepaid.

APPENDIX I

CARD TRANSACTION CHARGEBACK EVENTS

The following situations shall be Card Transaction Chargeback events for the purposes of these terms and conditions:

Any charged election as Card which is a suspect charge/debut or is floppy to be irregular or fraudulent in nature by the Bank in its sole option and assessment.
Any charged/debt on a Card for a Product in an amount in excess of the price of that Product stated on the date of the Corridor.
Any charged/debt on a Card for a Product which remains undelivered after the time for delivery stipulated on the Website concerned.
Any charged/debt on a Card arising out of any hacking, breach of security or encryption of any that may be attributable by the Bank to the Merchant due to the manner in which the Merchant handled the Card account information or cardholder transaction details.
Any other events or circumstances under which a Chargeback for a Card Transactions required to be effected under the Network Rules.
The Card Transactions for any reason unlawful or unenforceable.
Any transactions made through a Card outside the territory authorised by the use of the Card.
Any information presented electronically to the Bank in respect of the Card Transactions is not received in accordance with the Banks requirements from time to time.
The goods and/or services covered by the transaction are rejected or returned by the transaction or part thereof, is validly cancelled or terminated by a Customer of the Merchant fails to provide at all or to the Customer satisfaction, goods and/or services to the Customer.
The Customer disputes the nature, quality or quantity of the goods and/or services covered by the Card Transaction.
The Customer disputes or denies the transaction or the sale or delivery of goods and/or provision of services covered by the transaction with reasons.
Transaction is posted more than once to the Customer's account.
The transaction is doubtful or erroneously paid to the Merchant.

APPENDIX II

EASYEMI FACILITY

1. In consideration of the payment by the Merchant of the Services Fees, the Bank hereby agrees to provide to the Merchant the following services, to enable the provision to the Customer who hold a credit card issued by the Bank, the option of reflecting a POS Transaction or a POS Transaction, by availing or credit facilities (the provision of which will be subject to the Banks' sole and absolute discretion) from the Bank, whereby the Purchase Price transmitted by the Bank to the Merchant shall be repayable by the Customer to the Bank in equal monthly instalments together with interest and other charges ('EasyEMI Facility'). It is clarified that, the option of reflecting a POS Transaction by availing the EasyEMI Facility shall be available only in the event that the minimum value of such transaction is 3,000/- (Rupers Three Thousand only) or such other threshold as may be stipulated by the Bank, from time to time.

2. The Merchant hereby agrees and undertakes that the Merchant shall display at the Merchant Establishment and the Website, such materials and information and do all such acts, deeds and things, as the Bank may bring in respect of the EasyEMI Facility. The Merchant additionally agrees to inform every Customer seeking to avail the EasyEMI Facility of all charges, process and commercials applicable in relation thereto, prior to the effecting of the relevant POS Transaction/ POS Transaction.

3. The Merchant confirms and undertakes that the invoices in respect of sale of the Products shall be raised for the three Purchase Price net of any discounts of sales made available to the customer. It is clarified that the Merchant shall not be entitled to charge customers any fees, charges, expenses or other costs, whatsoever for use of the EasyEMI Facility.

4. The Merchant shall utilise the EDC Terminal provided for the EasyEMI Facility exclusively for processing and settlement of POS Transactions which are sought to be effected by a Customer seeking to avail the EasyEMI Facility. In addition, the Merchant shall not use another EDC Terminal for the processing and settlement of POS Transactions which are sought to be effected by availing the EasyEMI Facility.

APPENDIX III

ANYEMI FACILITY

1. In consideration of the payment by the Merchant of the Services Fees, the Bank hereby agrees to provide to the Merchant the following services, to enable the provision to the Customers who hold a credit issued by any Card Issuing Institution (determined by the Bank in its sole discretion), the option of reflecting a POS Transaction/ POS Transaction, by availing or credit facilities (the provision of which will be subject to the Banks' sole and absolute discretion) from the Bank, whereby the Purchase Price transmitted by the Bank to the Merchant shall be repayable by the Customer to the Bank in equal monthly instalments together with interest and other charges ('EasyEMI Facility'). It is clarified that, the option of reflecting a POS Transaction by availing the EasyEMI Facility shall be available only in the event that the minimum value of such transaction is 3,000/- (Rupers Three Thousand only) or such other threshold as may be stipulated by the Bank, from time to time.

APPENDIX IV

FLEXICURRENCY FACILITY

1. In consideration of the payment by the Merchant of the Services Fees, the Bank hereby agrees to enable the provision to the Customers of the option to make payments in favour of the Merchants in currencies other than trade Rugees (as determined by the Bank, from time to time, in its sole discretion ("Flexicurrency") Facility).

2. The Merchant hereby agrees and undertakes to submit the transactions effected by utilising the Flexicurrency Facility to the Bank for settlement and payment on daily basis. The Merchant agrees and acknowledges that the Bank will pay the Merchant to aggregate amount of the Transactions and process returns. In respect of all such transactions effected utilising the Flexicurrency Facility which have been submitted for settlement by the Merchant, solely in Indian Rupees. The Merchant shall provide the Bank with any information or assistance which may be required by the Bank to enable the Bank to process chargebacks and refunds in relation to the Flexicurrency Facility.

3. The exchange rate will be made available to the Merchant by the Bank at the time of a Customer effecting a POS Transaction/ POS Transaction by utilising the Flexicurrency Facility. The Bank may, in its sole discretion, charge the exchange rate used by the Bank for any currency at any given point of time.

4. The Merchant hereby agrees and acknowledges that the Bank shall not be held liable in the event of a failure/debity to process payments in respect of the Flexicurrency Facility as a result of:

the amendment, modification or mistreatment of the software provided to the Merchant by the Bank for the Flexicurrency Facility;
the Flexicurrency Facility being effected by any software, hardware and/or networks not supplied or not verified by the Bank;
operating errors or negligent conduct on the part of the Merchant's risk staff and employees, or any third party; or
any defect in the Flexicurrency Facility, which has not been caused directly by the Bank.

APPENDIX V

MULTICURRENCY FACILITY

1. In consideration of the payment by the Merchant of the Services Fees, the Bank hereby agrees to provide the Merchant (assuming such Merchant is eligible under Applicable Law to open an exchange earners' foreign currency account as required in paragraph 2 below) with the option of settlement of the Purchase Price (less Permitted Deductions) paid by the Customer in respect of the Transactions in certain authorised currencies (as stipulated by the Bank, from time to time, in its sole discretion ("Multicurrency Facility")).

2. The Merchant shall open an exchange earners' foreign currency account with the Bank prior to the Bank activating the Multicurrency Facility.

3. The exchange rate used by the Bank on a Business Day for all the authorised currencies shall be the inter-bank rate as stipulated by the Bank, from time to time. The Merchant acknowledges and agrees that Bank is entitled to amend this rate from time to time at its sole discretion. The rate applicable for any transaction which is processed or any day which is not a Business Day shall be the rate which was applicable on the immediately preceding Business Day.

4. For the purpose of this Appendix V (Multicurrency Facility), the term "Business Day" shall mean any day of the week (excluding Saturdays, holidays and any day which is a public holiday for the purpose of Section 25 of the Negotiable Instruments Act, 1881 (26 of 1881)) on which banks are open for general banking business in Mumbai and "Business Days" shall be construed accordingly.

APPENDIX VI

CASH WITHDRAWAL FACILITY

1. In consideration of the payment by the Merchant of the Services Fees, the Bank hereby agrees to permit the Merchant to offer its customers (whether or not such customer seeks to purchase Products) the facility of withdrawals (paid in INN) at the EDC Terminal against valid debit cards issued in India or such other card as may be prescribed by the RBI and the Bank, from time to time ("Cash Withdrawal Facility"). The Merchant agrees that Cash Withdrawal Facility shall not be available in respect of any cash other than valid debit cards and any other types of cards specified by the Bank to the Merchant in writing.

2. The Merchant agrees that the maximum amount which can be withdrawn by any customer on a particular day utilising the Cash Withdrawal Facility shall be the lower of the amounts prescribed by the Bank when the amount prescribed under Applicable Law by the Reserve Bank of India, from time to time.

3. The process flow for processing and settlement of the POS Transactions shall apply initials mutandis in respect of a customer awaiting the Cash Withdrawal Facility and the amount to be settled in favour of the Merchant shall be deemed to be part of the settlement cycle. The Merchant shall not consolidate details of monies withdrawn by a customer utilising the Cash Withdrawal Facility together with details of other POS Transactions and each class of transaction shall be separately and distinctly indicated on the relevant Charge(slip(s)).

4. Where a customer only uses the Cash Withdrawal Facility and no POS Transaction is effected, the Merchant shall ensure that the relevant Charge(slip clearly reflects this and does not expressly or impliedly reflect the purchased AP Product.

5. The Merchant shall not be entitled to charge customers any fees, charges, expenses or other costs, whatsoever, for use of the Cash Withdrawal Facility.

6. The Merchant shall ensure that the cash is provided to the customer concerned in genuine currency and will be solely responsible and liable in case it dispenses any counterfeit currency. The Merchant agrees and undertakes that the Bank shall not be liable for any dispute arising between the Merchant and the customer in respect of the Cash Withdrawal Facility.

7. The Merchant hereby agrees that the no refunds can be made in respect of the Cash Withdrawal Facility and accordingly, paragraph 4 (Refund) of the terms and conditions shall not be applicable for any withdrawals permitted by the Merchant under the Cash Withdrawal Facility.

APPENDIX VII

INTERACTIVE VOICE RESPONSE SERVICES

1. In consideration of the payment by the Merchant of the Services Fees, the Bank hereby agrees to provide the Merchant the ability to accept information or data (including Card related information) from the Customers in respect of Card Transactions through the telephone by use of the Interactive Voice Response System (Interactive Voice Response Service).

2. The performance of the Interactive Voice Response Services, the Bank shall be entitled to assume that:

all information provided by any Customer to the Interactive Voice Response Systems true, complete and accurate;
the details provided by each Customer to the Interactive Voice Response System relate to a Card issued in the name of the Customer;
the transaction for which the Customer has submitted data to the Interactive Voice Response System is not a fraudulent or unauthorised man, and the Bank shall not be liable for any losses or damages caused to any person whatsoever as a result of any such information/ transactions being inaccurate, unauthorised or fraudulent.

APPENDIX VIII

LIST OF BANNED PRODUCTS

Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); record or prestitution services.
Alcohol which includes Alcohol or alcoholic beverages such as beer, liquor, wine, or champagne.
Body parts which includes organs or other body parts.
Bulk marketplaces, which include small lists, software, or other products enabling unsolicited farm messages (spam).
Cable descrambles and black boxes which includes devices intended to obtain cable and satellite signals for free.
Child pornography which includes pornographic materials involving minors.
Copyright unlocking devices which includes Mod chips or other devices designed to circumvent copyright protection.
Copyrighted media which includes unauthorised copies of books, music, movies, and other licensed or protected materials.
Copyrighted software which includes unauthorised copies of software, video games and other licensed or protected materials, including OEM or bundled software.
Counterfeit and unauthorised goods which include replicas or limitations of designer goods; items without a celebrity endorsement that would normally require such an association, fake autographs, counterfeit stamps, and other potentially unauthorised goods.
Drugs and drug paraphernalia which include illegal drugs and drug accessories, including herbal drugs like saliva and major 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 include manuals, how-to guides, information, or equipment enabling illegal access to software, servers, watermites, or other protected property.
Illegal goods which includes materials, products, or information promoting illegal goods or enabling illegal acts.
Minede cures which include unsubstantiated cures, remedies or other items marketed as quick health fixes.
Offensive goods which includes literature, products or other materials that:
1. Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors
2. Encourage or induce violent acts, and/or
3. Promote intolerance or hatred.
Offensive goods, crime which 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; French or similar substances/refrigerants, chemical/industrial solvents, government uniforms, or cities or logos, license plates, police badges and law enforcement equipment, lock-picking devices, pesticides; postage meters, recalled items, soil 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/ jammers, license plate covers, traffic signal changes, 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 or hides/skins/teeth, nails and other parts etc. of animals.
Multi-level Marketing collection fees.
Matrix sites or sites using an matrix scheme approach.
Work-at-home information.
Drop-shipped merchandise.
Any product or service which is not in compliance with all applicable laws and regulations whether federal, state, local or international, including the laws of India.

APPENDIX IX

WEBSITE REGUREMENTS

1. Complete description of goods and services

1.1 The Merchant must provide a complete description of its goods or services. For example, if selling electronic goods, the Merchant must state storage requirements, which vary around the world.

1.2 Since communication with a Merchant is not always possible using the Website, Merchants must display a Customer service contact telephone number or e-mail address. The Customers can, therefore, contact the Merchant to ask questions about their transaction.

2. Return, Refund and Cancellation Policy

2.1 A Merchant must provide sufficient details of their return, refund, and cancellation policy clearly on the Website to inform Customers of their rights and responsibilities, for example, in case they need to return goods.

2.2 If the Merchant has a limited or no refund policy, this must be very desirable, communicated to Customers before the purchase decision is made, to prevent misunderstanding and disputes.

3. Delivery Policy

3.1 In the event that any Merchants is unable to support delivery of goods worldwide and restricts sales to within their own country or to a limited number of countries, based on delivery experience or import and export regulations, the same shall be communicated on the Website explicitly stating the countries and regions where delivery of goods can be made.

4. Transaction Currency or Currencies

4.1 Since the electronic commerce Merchant's customer base is worldwide, it is important that the Customer is made aware of the transaction currency before the Customer proceeds to purchase. The currency should be clearly stated, including the country name when the name of the unit of currency is not unique. For example, a dollar can be an Australian dollar, a New Zealand dollar, a Hong Kong dollar, a U.S. dollar and so on.

5. Additional items that ideally should be included on a Merchant's Website

5.1. Privacy statements

5.2. Identifiers that easily match the Website to the trade name of the Merchant.

5.3. A statement encouraging Customers to retain a copy of the transaction record.

ACCOUNT INFORMATION SECURITY

1. The Merchant shall, at a minimum, adopt the following security related requirements for protecting the Customers' Card and bank account related information:

Provide multiple security measures to protect Customer information databases, so that a failure of any one security control will not result in unauthorised disclosure of Customer Information or any account and transaction information.
Implement controls, such as protecting the domain name server with firewalls and router security functions, so that the Customers' Internet sessions cannot be re-directed to an unauthorised website thereby preventing the Customer from unknowingly disclosing Confidential Information, such as user (id) password and/or his account number.
All communication between the Customer and the Merchant that includes Customer Information, authentication, account, or transaction information must be secured in tune with the prevailing cryptographic standards.
Databases containing the Customers' Card or bank account related information are only accessible through tested web interfaces designed for Customers. Static passwords do not provide adequate security for system database, or application administrative access over the internet to Customer databases.
Web application software must never allow the Customer to enter unrestricted system or database commands and it must never fail in a fashion that allows entering of unrestricted system or database commands.
Merchant's customer support functions shall only originate from approved networks and computers.
Develop network access controls that prevent the system that hosts the Customer database from being directly addressed from the Internet.
Do not open or run e-mail attachments or other unknown files on the web or database servers from unknown sources. Do not use the web or database servers as browsers to view other websites.
Secure the account number by:
1. Using current cryptographic standards (preferably hardware which secures the cryptographic keys), if the account number must be decrypted on a computer system that can be addressed from the internet;
2. Use cryptographic hardware or software meeting current standards, if the account number can only be decrypted on devices and accessible from the Internet;
3. Not storing the account and transaction information on a computer accessible from the Internet.
4. Changes to (i) security controls, (ii) hardware that implements security controls, or (iii) software that implement security controls for account and transaction information must be tested, prior to implementation, on a computer system at close not contain account and transaction information and not accessible from the internet.
5. After changes to security controls, hardware that implements security controls, and software that implements security controls for account and transaction information are implemented, testing must be completed to ensure that the appropriate security controls remain in effect.