Master Payment Services Agreement
PLEASE READ THE FOLLOWING DOCUMENT BEFORE SIGNING UP AS A MERCHANT WITH ZUP
Valid as of [insert date]
This Master Payment Services Agreement (the “Agreement”) dated [insert date] (“Effective Date”) is a valid and legally binding electronic contract between Zerone Microsystems Private Limited, a company incorporated and registered under the Companies Act, 1956 and having its registered office at H-1584, Chittaranjan Park, New Delhi-110019 (hereinafter referred to as “Us” or “ZUP”) and you (hereinafter referred to as “You” or the “Merchant”).
Throughout the Agreement, ZUP and You are individually referred to as a “Party” and collectively as the “Parties”.
- ZUP is engaged in the business of facilitating payments, by offering its software/app (“Platform”) to various merchants, allowing them to receive payments from their respective customers.
- ZUP, through its Platform, allows merchants to accept payments from customers through UPI (defined hereinafter), debit/credit cards and various other modes of payments.
- Merchant is desirous of availing Services (defined hereafter) provided by ZUP, in accordance with the terms and conditions stated hereafter.
THIS AGREEMENT REPRESENTS A BINDING CONTRACT BETWEEN YOU AND US WITH REGARD TO THE PLATFORM AND IN PARTICULAR, THE SERVICES (DEFINED HEREINAFTER). THEREFORE, YOU SHOULD READ THIS AGREEMENT CAREFULLY BEFORE YOU ENROLL AS A MERCHANT ON THE PLATFORM. BY CLICKING ON THE “ACCEPT” BUTTON BELOW YOU AGREE TO THE TERMS OF THIS AGREEMENT WHICH WILL BIND YOU.
BY CLICKING “ACCEPT” YOU ALSO REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE AND HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED BY ZUP, OR DISQUALIFIED FOR ANY OTHER REASON, FROM AVAILING THE SERVICES OR USING THE PLATFORM. IN ADDITION, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY AND CAPACITY TO ENTER INTO THIS AGREEMENT AND TO ABIDE BY ALL THE TERMS OF THIS AGREEMENT. YOU SHALL NOT IMPERSONATE ANY PERSON OR ENTITY, OR FALSELY STATE OR OTHERWISE MISREPRESENT YOUR IDENTITY, AGE OR AFFILIATION WITH ANY PERSON OR ENTITY.
- “Acquiring Banks” means various banks, financial institutions, Card Associations, payment system providers who are defined and licensed under the Payment and Settlement Systems Act, 2007 and other software providers who are in the business of providing information technology services, including but not limited to, internet based electronic commerce, internet payment gateway and electronic software distribution services including providing UPI platform;
- “Affiliate” means any corporate entity that directly or indirectly controls, is controlled by or is under common control with a Party;
- “Agreement” means this Agreement and any and all Schedules, appendices, annexures and exhibits attached to it or any further modifications made in writing from time to time;
- “Applicable Law” means any statute, rules, regulation, notification, circular, order, ordinance, requirement, direction, guideline, announcement or other binding action or requirement of a Government Authority, including specifically the RBI and NPCI which has the force of law in India;
- “Business Day” means any day of the week (excluding Saturdays, Sundays and public holidays) on which commercial banks are open for business in India;
- “Card Association(s)”means any of Visa, MasterCard, Visa Electron, Maestro, Diners, American Express, RuPay or any other card association as may be specified by ZUP from time to time. For a Bharat QR and a UPI Transaction, Card Association shall also include NPCI;
- “Confidential Information” means information that one Party (or its Affiliate) discloses to the other Party under this Agreement in writing, and that is marked as confidential at the time of disclosure or would normally be considered confidential information under the circumstances. It is clarified that Confidential Information shall exclude information which (A) is disclosed to the receiving Party was already known to the receiving Party, without obligation to keep it confidential; (B) the receiving Party received in good faith and without restriction from a third party lawfully in possession thereof without obligation to keep such information confidential; (C) is publicly known at the time of its receipt by the receiving Party or has become publicly known other than by a breach of this Agreement; (D) is independently developed by the receiving Party without use of the other Party’s Confidential Information; (E) was disclosed by the receiving Party with the prior written approval of the other Party; or (F) is required to be disclosed by Applicable Law or by judicial or administrative process;
- “Customers” means the Merchant’s customers who use the Platform to make payments to the Merchant;
- “Government Authority” means any governmental or statutory authority, government department, quasi-governmental authority, agency, commission, board, tribunal or court or other entity authorized to make laws, rules or regulations or pass directions having or purporting to have jurisdiction or any state or other subdivision thereof or any municipality, district or other subdivision thereof having jurisdiction;
- “Losses” means all direct losses, liabilities (including statutory liabilities), damages, judgments, reasonable costs and expenses, including reasonable legal fees, as actually incurred by an indemnified party, but in all cases, excluding any indirect, consequential, punitive, exemplary or special damages;
- “Merchant Application” means the application provided to the Merchant for purpose of on-boarding the Merchant to the ZUP Platform;
- “Nodal Account” means an inoperative account held by ZUP with any of the banks for the purpose of pooling the monies collected from Customers on behalf of the Merchant and facilitating the transfer of these funds in final settlement to the Merchant;
- “Net Banking” means the facility to complete a transaction online through the interface provided by ZUP;
- “NPCI” means the National Payments Corporation of India;
- “Processing Mechanism” means the payment mechanism through internet or such other mode of payment and delivery as may be notified by ZUP from time to time, including but not limited to Immediate Payment Service (IMPS), National Electronic Funds Transfer (NEFT) or Real Time Gross Settlement (RTGS);
- “RBI” means the Reserve Bank of India;
- “Taxes” will mean all applicable (whether central, state, municipal or otherwise) tax, cess, fee, duty, rates, surcharge, imposts and/or levy imposed by any government or tax authority excluding service tax which, if applicable, will be borne by the Merchant.
- “Transaction” means a financial transaction conducted by the Merchant or the Customers using the payment modes provided by ZUP;
- “UPI” shall mean Unified Payments Interface, which is a service provided by NPCI that allows direct transfer of money from bank account to bank account using a virtual address, mobile number and MMID, aadhaar number, account number and IFSC code or any other method as may be prescribed by NPCI from time to time.
- Scope of Service
- During the Term of the Agreement, ZUP hereby agrees to provide to the Merchant the services listed in Schedule A, in order to facilitate payments made by Customers to the Merchant (“Services”).
- Merchant shall pay the fees, charges and expenses in consideration of ZUP’s performance of its obligations under this Agreement and for the provision of the Services, as specifically provided under Schedule B (“Fees”). It is clarified that the Fees provided under Schedule B will be exclusive of all Taxes.
- ZUP reserves the right to revise the Fees, from time to time.
- Merchant agrees to bear all costs and expenses incurred by it for providing the necessary equipment and facilities at its end so as to connect the Merchant’s software platform/ terminal with ZUP’s Platform.
- Merchant has authorized ZUP to act as a collection agent to collect amounts from Customers on behalf of the Merchant. As a collection agent, ZUP will hold, receive, disburse and settle funds on behalf of the Merchant.
- ZUP shall receive payments from Customers pursuant to Transactions initiated on the Platform. ZUP shall receive these amounts into ZUP’s settlement account or such other designated account (which may or may not include a Nodal Account) (“Settlement Account”) to further process such Transactions. ZUP shall process and, subject to deductions permitted under this Agreement, transfer such payments to the bank account designated by the Merchant for this purpose at the time of registration (“Merchant Account”) or by delivery of a cheque or other negotiable instrument made payable to the Merchant.
- The Merchant shall be paid within the stipulated timeframe set out in the Merchant Application for the gross amount of the Transaction submitted less the amount of Fees, discounts and other charges (including chargebacks and adjustments) set forth in this Agreement and credit vouchers deposited (together with any taxes payable in respect thereof). Provided however, ZUP does not warrant payment within the stipulated timeframe if the Merchant Account is maintained with a financial institution other than the Settlement Account.
- If the amount payable to Merchant is insufficient to pay the outstanding charges or Fees on any day and/or any other amount due or payable by the Merchant to ZUP, Merchant authorizes ZUP to:
- Set off or deduct the outstanding amount in whole or in part from any payment due from ZUP to the Merchant; and/or
- Debit the outstanding amount in whole or in part from the Merchant Account; and/or
- Deduct the outstanding amount in whole or in part from subsequent credits to the Merchant Account; and/or
- Claim from the Merchant directly the outstanding amount in whole or in part; and/or
- The authorization provided under this Clause 4 under shall remain in full force and effect during the Term of this Agreement.
- Merchant Obligations
- If a Transaction is initiated by a Customer or the Merchant using UPI as a payment mode, the Merchant shall abide by the terms set forth under Schedule C of this Agreement.
- If a Transaction is initiated by a Customer or the Merchant using a debit/credit card as a payment mode in a card-present transaction (including an NFC payment), the Merchant shall abide by the terms set forth under Schedule D.
- If a Transaction is initiated by a Customer or a Merchant using a debit/credit card as a payment mode in a card-not-present transaction, the Merchant shall abide by the terms set forth under Schedule E. It is clarified that any reference in this Agreement to “card Transaction” shall include any card not present Transaction. Further, reference to use of a card or effecting a card Transaction shall include use of, or effecting a card Transaction with, the details of or relating to the card. It is also clarified that Schedule D shall also apply to all card-not-present transactions except to the extent that any provisions of under Schedule D are not applicable where a card is not physically presented to Merchant.
- If a Transaction is initiated by a Customer or a Merchant using Net Banking as a payment mode, the Merchant shall abide by the terms set forth under Schedule F
- For all non-delivery versus payment Transactions, the Merchant shall (in addition to abiding by the abovementioned applicable schedules), abide by the terms set forth under Schedule G.
- ZUP reserves the right to unilaterally add further schedules to this Agreement to govern the processing of Transactions through modes of payment other than those discussed above.
- The Merchant shall be responsible to fulfill any chargeback request made by a Customer to make good a loss on a fraudulent/ disputed Transaction or for such Transaction for which a customer has not received his goods/services. All chargebacks or settlement adjustments in relation to Transactions shall take place in accordance with Applicable Law. In the event a chargeback is initiated by a Customer, the Merchant agrees to provide ZUP such supporting documents and information as may be reasonably requested by ZUP to address such request.
- The Merchant will authorize ZUP to charge back the Transaction without any demur or protest. The amount of such Transaction may be charged back and deducted from any payment due to the Merchant or maybe charged against the Merchant Account . It is clarified that if any amount is collectible through withholding from any payments or through charging the Merchant Account, the Merchant shall, upon demand by ZUP, pay ZUP the full amount of the chargeback.
- Disclaimer of Liability. All payments with respect to refunds and chargebacks shall be solely the Merchant’s responsibility. ZUP’s role in facilitating such refunds or chargebacks shall be limited to that of an intermediary, and ZUP shall not be liable for any claims, disputes and penalties which may arise in connection with such disputes, refunds or chargebacks between the Merchant and the customer. The Merchant shall indemnify ZUP in respect of any claims, disputes, penalties, costs and expenses arising directly or indirectly in relation to disputes, refunds or chargebacks for all Transactions made using ZUP’s Platform.
- Representation and Warranties
Merchant hereby represent, warrant and covenant with ZUP that:
- All information submitted by the Merchant is and shall during the tenure of the engagement be maintained as true, correct and accurate in all respects.
- Merchant is not barred or otherwise prohibited from accessing or using the Services in any manner.
- Merchant is and shall, during the tenure of this engagement, remain at all times the legal and beneficial owner of the Merchant Account and keep all details thereof up to date.
- All goods and/or services provided by the Merchant to a Customer shall be lawfully sold/provided and the Merchant shall not sell/ provide products that are or may be perceived as illegal, offensive or prohibited as provided under Annexure A.
- Merchant shall not impersonate any person or entity, falsely claim or otherwise misrepresent an affiliation with any person or entity, or access the accounts of others without permission, forge another person’s digital signatures or perform any other fraudulent activity.
- Merchant shall promote ZUP’s Platform and Services at its place of business and/or its website in the manner mutually determined by Parties.
- Merchant shall provide all information and assistance as may be required by ZUP from time to time in dealing with requests or queries of any governmental authority or judicial/quasi-judicial authorities.
- Merchant shall comply fully with all Applicable Laws while initiating/processing Transaction and while conducting its business.
Merchant hereby undertakes and agrees to indemnify and hold harmless ZUP against all Losses, however arising out of or in connection with:
- any claim of or proceeding brought by a Customer in relation to product and/or service offered or sold by the Merchant.
- any negligence by the Merchant or any of its agents, employees, licensees or contractors.
- a breach of any term or condition mentioned herein, by the Merchant or any inaccuracy of a representation or warranty given by the Merchant hereunder.
- Merchant’s breach of Applicable Laws.
- Limitation of Liability
- Merchant understands and agrees that ZUP, its subsidiaries and Affiliates, and their respective directors, officers and advisors shall not be liable to the Merchant for:
- Any Loss suffered by the Merchant which is not directly attributable to any act/omission of ZUP.
- Any indirect, incidental, special consequential or exemplary damages or Loss which may be incurred by the Merchant. This shall include, but not be limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered (including through use of Platform offered by ZUP), cost of procurement of substitute goods or services, or other intangible loss.
- Any loss or damage which may be incurred by the Merchant, including but not limited to loss or damage as a result of any reliance placed by the Merchant on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between the Merchant and any advertiser or sponsor whose advertising appears on the Services.
- The deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through the Merchant’s use of the Services.
- Merchant’s failure to provide ZUP with accurate account information regarding the Merchant’s or a Customer’s account.
- Merchant’s failure to keep its password or account details secure and confidential.
- The limitations on ZUP’s liability to the Merchant under this Clause 9 shall apply whether or not ZUP has been advised of or should have been aware of the possibility of any such losses arising.
- For any proven claims of any nature whatsoever, the total liability of ZUP shall never exceed ZUP’s Fees for a 7 (seven) day period immediately preceding from the date of the relevant claim or demand.
- Each Party acknowledges that, pursuant to this Agreement, it may have access to certain Confidential Information of the other Party and accordingly, each receiving Party agrees not to disclose to any third party any Confidential Information of a disclosing Party.
- Subject to Applicable Law, the receiving Party will return or destroy all materials embodying Confidential Information (in any form and including all summaries, copies and excerpts of Confidential Information) promptly following other Party’s written request.
- Party may retain material embodying Confidential Information solely as necessary to (A) comply with Applicable Law; or (B) provide the Services or otherwise perform its obligations under this Agreement; or (C) substantiate compliance with this Agreement or otherwise required for financial or operational auditing purposes.
- Intellectual Property
- Merchant shall ensure that no person who has access to any ZUP Services shall reverse engineer, decompile or disassemble any software shared/disclosed by ZUP, or write or develop any derivative software or any other software program based thereon.
- ZUP shall exclusively retain all worldwide rights, title and interest in and to the ZUP Platform (including without limitation ownership of all intellectual property rights therein and to the Processing Mechanism enabled by ZUP and software related thereto). Merchant understands and agrees that the customizations, if any, carried out for and on behalf of Merchant shall be intellectual property rights of ZUP and that Merchant can only use such additional modifications/ amendments during the Term of this Agreement.
- Equipment and Supplies
- Any advertising material, software, unused forms and terminals provided by ZUP are for the Merchant’s exclusive use and will not become Merchant’s property, and shall be returned to ZUP on demand, upon termination of this Agreement or upon Merchant ceasing to do business, whichever is the earliest. Merchant will protect them from loss, theft, damage or any legal encumbrance and will allow ZUP and its designated representatives reasonable access to Merchant’s premises for their repair, servicing, replacement, removal, modification, installation and relocation.
- If any item or equipment is leased or rented to the Merchant by ZUP, ZUP will not be liable for normal wear and tear, provided, however, that Merchant will be liable to ZUP in the event that any leased or rented item of equipment is lost, destroyed, stolen or rendered inoperative. Merchant will indemnify ZUP against any loss arising out of damage to or destruction of any item of equipment provided hereunder for any cause whatsoever.
- Use of Merchant’s Name
- Upon execution of this Agreement, ZUP shall have the right to include the Merchant’s name in any directory or promotional material produced in connection with the Services, the Platform and the acceptance of card/ UPI Transactions.
- Transaction Currency
- All transactions submitted hereunder shall be denominated in Indian Rupees unless otherwise agreed in writing between ZUP and the Merchant.
- Term and Termination
- Subject to the provisions hereof, this Agreement shall remain in full force and effect for the term as specified in the Merchant Application, unless Merchant gives written notice of termination as to this Agreement at least 60 (sixty) days prior to the expiration of the Term or any extension or renewals thereof. If no term is specified on the Merchant Application, subject to the provisions hereof, this Agreement shall continue in full force and effect until Merchant gives not less than 60 (sixty) days’ prior written notice to ZUP to terminate it (in either case, the “Term”).
- Notwithstanding anything to the contrary set forth herein, in the event that a Term is specified in the Merchant Application and Merchant terminates this Agreement in breach of this Clause 2, all monthly Fees (including any charges and expenses in consideration of ZUP’s performance of its obligations) assessed to Merchant under this Agreement and due to ZUP for the remainder of the then existing Term of this Agreement, including all minimum monthly Fee commitments (if any), shall be immediately due and payable to ZUP, and Merchant hereby authorizes ZUP to accelerate the payment of all such monthly Fees (including any charges and expenses in consideration of ZUP’s performance of its obligations) and to deduct the total amount from Merchant’s Account, or to otherwise withhold the total amount from amounts due to Merchant from ZUP, immediately on or after the effective date of termination.
If the Merchant Account does not contain sufficient funds for the debit or the amount cannot be withheld by ZUP from amounts due to Merchant, Merchant shall pay ZUP the amount due within 10 (ten) days of the date of ZUP’s invoice for the same. The payment of accelerated monthly fees as described herein is not a penalty, but rather is hereby agreed by the Parties to be a reasonable amount of liquidated damages to compensate ZUP for their termination expenses and all other damages under the circumstances in which such amounts would be payable. Such amounts shall not be in lieu of but shall be in addition to any payment obligations for Services already provided hereunder (or that ZUP may continue to provide), which shall be an additional cost, and any and all other damages to which ZUP may be entitled hereunder.]
- Notwithstanding the foregoing, ZUP may terminate this Agreement or any portion thereof at any time with immediate effect upon written notice to Merchant. ZUP may also terminate this Agreement at any time with immediate effect without prior notice to Merchant:
- if the Merchant breaches any of the terms under this Agreement and fails to remedy such breach within 15 (fifteen) Business Days of notice of such breach.
- upon commencement of bankruptcy or insolvency proceedings by or against Merchant; or
- if ZUP reasonably deems itself insecure in continuing this Agreement.
- Any termination shall not affect any liabilities incurred prior to the termination nor any provision of this Agreement expressed or intended to survive, or to be effective from, termination. In particular, but without prejudice to the foregoing, Clauses 8, 9, 10, 11, 12 and 16 shall remain in full force and effect notwithstanding termination.
- Unless otherwise provided herein, all notices or other communications to be given to ZUP shall be made in writing and by letter or electronic transmission (save as otherwise stated) and shall be deemed to be duly given or made, in the case of personal delivery, when delivered, in the case of a letter, 3 (three) Business Days after being deposited in the post (by registered post, with acknowledgment due) postage prepaid, to ZUP at its address, in the case of electronic transmission, provided that the sender has received a receipt indicating proper transmission.
The addresses referred to above are as follows unless any other address as may have been notified in writing by ZUP to the Merchant:
Zerone Microsystems Private Limited
Attn: Mr. Jaijit Bhattacharya and Mr. Aditya Loonkar
Address: WeWorks, Forum, DLF Cybercity, Phase III,
Sector 24, Gurugram, Haryana – 122002
- Assignment. This Agreement shall inure to the benefit of and be binding upon the Parties and its successors‑in‑interest. ZUP shall be entitled to assign its rights and obligations under this Agreement without the prior written consent of the Merchant. Merchant shall not be entitled to assign its rights or obligations under this Agreement without ZUP’s prior written consent.
- Change of Control. If the Merchant experiences a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (A) the Merchant will give written notice to ZUP within 30 (thirty) days after the change of control; and (B) ZUP may immediately terminate this Agreement any time between the change of control and 30 (thirty) days after it receives that written notice.
- Force Majeure. Neither Party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
- No Waiver. Neither Party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
- Severability. If any term (or part of a term) of this Agreement is invalid, illegal or unenforceable, the rest of the Agreement will remain in effect.
- Governing Law. This Agreement and the rights and obligations of the Parties hereunder shall be governed by and construed in accordance with the laws of India and submit to the exclusive jurisdiction of courts in Delhi, India].
- No Agency. No agency, joint venture or partnership is created by this Agreement.
- Counterparts. The Parties may execute this Agreement in counterparts, including facsimile, PDF, and other electronic copies, which taken together will constitute one instrument.
- Amendments. Subject to Clause 6 any amendment to this Agreement must be in writing, signed by both Parties, and expressly state that it is amending this Agreement.
- Entire Agreement. This Agreement, together with its schedules and annexure(s) sets out all terms agreed between the Parties and supersedes all other agreements between the Parties relating to its subject matter. In entering into this Agreement, the Parties have relied solely on the express statements in this Agreement.
- Non-exclusivity. Parties agree and acknowledge that the terms of this Agreement are non-exclusive in nature. Nothing in this Agreement shall prevent or restrict either Party’s ability to enter into other similar initiatives with other persons or entities including any competitor of the other Party.
- Subject to the terms of this Agreement, each Party shall bear its own costs and expenses (including legal costs) relating to the negotiation, preparation and execution of this Agreement.
[Schedules to follow]
- Provision of the Platform.
- Facilitating Transactions through UPI mode of payment.
- Facilitating Transactions through card-present and card-not-present mode of payment.
- Processing Mechanisms for automated acceptance of payments.
- Facilitating Transactions through other modes of payments, as may be specified by ZUP from time to time.
- Electronic draft capture (or collection of sales slips) of card Transactions.
- Provision of information to banks to effect settlement of abovementioned transactions.
- Transaction-related reporting, statements and products.
- Other value added services as ZUP may notify to the Merchant from time to time.
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The Merchant shall pay the Fees to the ZUP as agreed in the Merchant Application.
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In the event a Customer or the Merchant initiates a Transaction through UPI mode of payment, the Merchant will abide with the following terms and conditions:
- Merchant understands that the QR Code generated by ZUP for the Merchant is unique and specific to the Merchant and the Merchant shall at all times maintain the secrecy of this QR Code and ZUP shall not be liable in any manner whatsoever for any negligence or misuse of the QR Code by Merchant or its agents, employees, representatives or customers.
- Merchant shall pay and the Merchant Account will be debited, for all Fees, fines, penalties etc. charged by NPCI or any other agency (including Sponsoring Bank) on account of processing the amounts.
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In the event the Customer completes a Transaction through card-present payment, the Merchant will abide with the following terms and conditions:
- Merchant shall abide by the Card ‘Acceptance Guide’.
- Merchant shall abide by the operating regulations and rules of the Card Associations, including without limitation any rules and regulations related to cardholder and transaction information security, such as ‘Payment Card Industry (PCI) Data Security Standards’, ‘Visa’s Cardholder Information Security Program’ and ‘Master Card’s Site Data Protection Program’.
- Upon Merchant’s request, ZUP may facilitate the transmission of certain payment card transactions (“Switched Transactions”) to the respective card issuers, including but not limited to American Express®, Diners Club® and various fleet, private label and commercial cards. The Merchant shall obtain prior written approval for Switched Transactions and are subject to applicable pricing.
- Merchant shall accept cards from Customers for Transactions, of the card types as specified in the Merchant Application. If the Merchant accepts any card type that it has not elected to accept on the Merchant Application, the such acceptance shall be subject to ZUP’s prior approval, and the Merchant shall pay and the Merchant Account shall be charged for any additional fees that may be incurred as a result of accepting such card types.
- Merchant agrees to pay, and Merchant Account will be debited, for all fees, arbitration fees, fines, penalties etc. charged by the Card Associations on account of processing Merchant’s Transactions.
- Merchant shall retain copies of all paper and electronic transaction records and credit slips submitted to ZUP for a period of 24 (twenty four) months from submission, or such longer period of time as may be required by the operating rules or regulations of the Card Associations, by law or by ZUP as specifically requested in writing in individual cases.
- Merchant shall not engage in acceptance practices or procedures that discriminate against or discourage the use of a card of a card type selected to be accepted by it hereunder in favor of any other competing card brand, and shall not promote any other means of payment more actively than promoting payment with a card of such card type (except for any privilege card issued by Merchant solely for the purpose of making purchases at Merchant or under any temporary promotion program).
- . If Merchant uses a third-party terminal provider, that provider becomes Merchant’s agent for the delivery of card transactions to ZUP via the applicable card-processing network. Merchant agrees to assume full responsibility and liability for any failure of such agent to comply with the operating regulations and rules of the applicable Card Associations, including without limitation any violation, which results in a chargeback to Merchant. Merchant also agrees that ZUP’s obligation hereunder to pay Merchant for the value of the card Transaction captured by such agent is limited to the value of the card Transactions (less applicable fees) received by the card-processing network from such agent.
- Merchant shall abide by the directions issued (via email or by notice on its website/ app) by ZUP, from time to time, regarding procedures to follow and forms to use to perform its obligations under this Agreement. These directions and the terms of the forms are binding as from the effective date specified in such directions and shall form part of this Agreement.
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Card Not Present Transactions
In the event the Customer completes a transaction through a card-not-present mode of payment, the Merchant will abide with the below terms and conditions:
- Merchant shall comply with all provisions of this Agreement, in particular, such requirements specified in the card acceptance guide and written directions of ZUP in connection with processing card-not-present transactions (including without limitation any software, system, security and website requirements).
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Net Banking Transactions
In the event the Customer completes a transaction through a card-not-present mode of payment, the Merchant will abide with the terms and conditions as notified by ZUP to the Merchant from time to time.
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Non-Delivery Versus Payments
In the event, a Customer completes a Transaction using UPI/Card/Net Banking in a non-delivery versus payments transaction, the Merchant, in addition to abiding with the applicable schedule (based on the payment method i.e. card, UPI or Net Banking), will also have to abide with the below terms and conditions:
- The Merchant shall comply with all applicable rules, guidelines, instructions, requests and actions, etc., made by the Acquiring Banks and/or Card Associations and/ or ZUP.
- The Merchant shall permit ZUP to generate an electronic funds transfer between the Acquiring Banks and ZUP’s Nodal Account to process each Transaction that the Merchant authorizes. Merchant shall also authorize to transfer the settlement amount received from its Customers to the Merchant Account designated by the Merchant for this purpose at the time of registration.
- Merchant shall preserve copies of, Transaction sales invoices and dispatch proof for a minimum period of Two (2) years and provide the same to ZUP within 3 Business Days from the date of the ZUP ‘s request for such information and in case of failure to do so, refund the Transaction Amount to ZUP.
- Merchant shall be responsible and accountable for proper and prudent maintenance of authorization letters/required necessary documents with regard to mail order Transactions and provide in such form and manner as may be required by ZUP from time to time, information and related documentation in respect of Transactions.
- When Merchant is providing Transaction information it shall certify to ZUP that (i) all statements of facts contained therein are true and complete in all respects, (ii) the Transaction information pertaining to each sale has been supplied only once, and (iii) that the sale of such products and/or services are not unlawful or prohibited.
- Merchant shall dispatch/provide the products/ services to the Customer only upon receipt of transaction confirmation from ZUP.
- Merchant shall ensure that it maintain proof of delivery with respect to each Transaction initiated under this Agreement for a period of at least one (1) year from the date of delivery.
- Merchant shall deliver the product within the delivery due dates specified at the time of making the Transaction. If the Merchant is unable to deliver the whole or any part of the Transaction within the delivery due date, Merchant shall forthwith inform the Customer and take immediate action to refund the Customer Charge in whole or in part as per the Customers instructions.
- By accepting to use the Services, Merchant agrees to process returns of, and provide refunds and adjustments for, products sold and/or payment collected in accordance with this Agreement, the Acquiring Bank’s instructions and Card Association rules. All refunds must be routed through the same Acquiring Bank payment gateway/ mode through which the Transaction was made. In the event Merchant initiates refund through any other mode, Merchant shall be fully liable for all chargebacks raised in respect of the Transaction refunded.
- Merchant shall (a) maintain a fair refund, cancellation or adjustment policy; (b) disclose its return or cancellation policy to the Customers, (c) not give cash refunds to its Customers in connection with a card sale, unless required by law, and (d) not accept cash or any other item of value for preparing a card sale refund.
- Merchant shall maintain records of such periodical checks in such manner as may be specified by ZUP and/or the Acquiring Banks. ZUP and/or the Acquiring Banks shall be entitled to check and audit Merchant’s records and statements to ensure compliance with Merchant obligations under this Agreement at such intervals or times as ZUP and/or the Acquiring Banks may deem fit.
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- Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services; Website access and/or website memberships of pornography or illegal sites;
- Alcohol which includes alcohol or alcoholic beverages such as beer, liquor, wine, or champagne;
- Body parts which includes organs or other body parts;
- Bulk marketing tools which includes email lists, software, or other products enabling unsolicited email messages (spam);
- Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free;
- Child pornography which includes pornographic materials involving minors;
- Copyright unlocking devices which includes Mod chips or other devices designed to circumvent copyright protection;
- Copyrighted media which includes unauthorized copies of books, music, movies, and other licensed or protected materials;
- Copyrighted software which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software;
- Counterfeit and unauthorized goods which includes replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorized goods;
- Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms;
- Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items;
- Endangered species which includes plants, animals or other organisms (including product derivatives) in danger of extinction;
- Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content;
- Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles;
- Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, website, or other protected property;
- Illegal goods which includes materials, products, or information promoting illegal goods or enabling illegal acts;
- Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health fixes;
- Offensive goods which includes literature, products or other materials that:
- Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors;
- Encourage or incite violent acts;
- Promote intolerance or hatred;
- Offensive goods, crime which includes crime scene photos or items, such as personal belongings, associated with criminals;
- Pyrotechnic devices, combustibles, corrosives and hazardous materials which includes explosives and related goods; toxic, flammable, and radioactive materials and substances;
- Regulated goods which includes air bags; batteries containing mercury; Freon or similar substances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license plates; police badges and law enforcement equipment; lock-picking devices; pesticides; postage meters; recalled items; slot machines; surveillance equipment; goods regulated by government or other agency specifications;
- Securities which includes government 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 changers, and related products;
- Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments;
- Wholesale currency which includes discounted currencies or currency exchanges;
- Live animals or hides/skins/teeth, nails and other parts etc. of animals;
- Multi-Level Marketing collection fees;
- Matrix sites or sites using a matrix scheme approach;
- Work-at-home approach and/or 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;
- The Merchant providing services that have the potential of casting the Payment Gateway Facilitators in a poor light and/or that may be prone to Buy & Deny attitude of the cardholders when billed (e.g. Adult material/ Mature content/Escort services/ friend finders) and thus leading to chargeback and fraud losses;
- Businesses or website that operate within the scope of laws which are not absolutely clear or are ambiguous in nature (e.g. Web-based telephony, Website supplying medicines or controlled substances, website that promise online match-making);
- Businesses out rightly banned by law (e.g. Betting & Gambling/ publications or content that is likely to be interpreted by the authorities as leading to moral turpitude or decadence or incite caste/communal tensions, lotteries/sweepstakes & games of chance;
- The Merchant who deal in intangible goods/ services (eg. Software download/ Health/ Beauty Products), and businesses involved in pyramid marketing schemes or get-rich-quick schemes. Any other product or Service, which in the sole opinion of ZUP, is detrimental to the image and interests of ZUP, as communicated by either of them/ both of them to the Merchant from time to time. This shall be without prejudice to any other terms & conditions mentioned in this Agreement;
- Bulk marketing tools which includes email, lists, software, or other products enabling unsolicited email messages (spam);
- Web-based telephony/ SMS/Text/Facsimile services or Calling Cards. Bandwidth or Data transfer/ allied services. Voice process /knowledge process services;
- Mailing lists;
- Virtual currency or credits that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world;
- Money laundering services;
- Database providers (for tele-callers);
- Bidding/Auction houses; and
- Firms promoting business opportunities, investment opportunities and mortgages.