1.2. In the Agreement, unless the context otherwise requires:

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a. any reference to the applicable Regulatory Requirements, Standards and agreements shall be interpreted as a reference to such applicable Regulatory Requirements, Standards and agreements as amended, extended, consolidated or re-enacted from time to time and shall extend to any subordinate legislation made under it;

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b. references to clauses and schedules are to clauses of and schedules of the Agreement, and references to paragraphs are of paragraphs in the Schedules in which such references appear;

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c. a reference to a person (including a party hereto) includes a reference to (i) that person’s legal personal representatives, successors and permitted assigns and (ii) corporate, unincorporated associations, natural persons, firms and partnerships;

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d. unless the contrary intention appears, words in the singular include the plural and vice versa; words importing the masculine gender include the feminine and neuter and vice versa;

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e. the headings in the Agreement are for convenience only and shall not affect the construction or interpretation of the Agreement;

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f. any phrase introduced by the term ‘included’, ‘including’, ‘in particular’ or any similar expression shall be construed as illustrative only and shall not limit the sense of the words preceding that term.

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2. SERVICES

General provisions

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2.1.  Subject to the terms and conditions of the Agreement the Providers agree to provide the Supplier with the ability to accept payments via Payment Cards for the physical or digital product or service offered by them.

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2.2.  The Reseller ensures the provision of the following Reseller Services:

a. suppliers’ selection and solicitation activities;

b. acquiring services agency;

c. facilitation and monitoring of Supplier’s Websites and ensuring their compliance with Card Scheme rules.

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The Reseller Services are detailed in section 4 ‘Reseller Services’ below.

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2.3. The PSP ensures the provision of the following PSP Services:

a. application processing and due diligence as part of onboarding with Acquirer;

b. payment for acquired Transactions (settlement);

c. integration and gateway services, including safe and secure storage, processing and transmission of Sensitive Payment Data;

d. payment page(s);

e. risk management and chargeback (dispute) management;

f. customer support;

g. training and educational support.

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The PSP Services are detailed in section 5 ‘PSP Services’ below.

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2.4.  The services under this Agreement are provided to the Supplier by the Providers ‘as is’.

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2.5.  The Providers (including their agents and sub-contractors) make no representation and warranties of any kind, whether express, implied, statutory or otherwise regarding the Services, including any warranty that the Services or the services of third parties will be uninterrupted or free from errors.

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2.6.  To the fullest extent allowed by the governing law, the Providers (including their agents and sub-contractors) disclaim all warranties including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement or quiet enjoyment and any warranties arising out of any course of dealing or

usage of trade.

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Suspension of Services

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2.7. The Providers may suspend or limit the Services at any time and at their sole discretion due to:

a. Deterioration in Supplier’s financial responsibility, including: pending full payment of any outstanding Financial Liabilities by the Supplier under the Agreement;

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b. Material Changes any material changes to: (i) the Supplier’s business, including any change of control or constitution; (ii) business model; (iii) the Item(s) provided; (iv) the Supplier’s Payment Account, including when it ceases to be acceptable to the financial institutions the PSP works with; (v) Regulatory Requirements or Standards which the Supplier is subject to, including but not limited to, changes to or the revocation of the licences required for Supplier’s business; (vi) Supplier’s credit and/or financial standing, including Supplier’s insolvency, liquidation, winding up, bankruptcy, administration, receivership or dissolution, or where the providers of the Services reasonably consider that there is a threat of the same in relation to the Supplier; or (vii) where anything occurs which in the opinion of the PSP/the Reseller suggests that the Supplier shall be unable to provide the Item(s) and/or otherwise fulfil the contacts that have with their Customers or this Agreement, such as significant volume drop or cease of processing;

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c. Material Breach of the Agreement;

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d. Non-compliance with the Regulatory Requirements or the Standards, including without limitation: (i) breach of financial crime prevention measures, fraud or other illegal activities; (ii) excessive levels of Chargebacks or Refunds; (iii) submission of Transactions that are not valid or not completed by the Supplier; (iv) reasonable suspicion of non-compliance with the Regulatory Requirements or the Standards.

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2.8.  The Providers may suspend or limit the Services at any time and at their sole discretion for security reasons – when they believe it is necessary or desirable to protect the security of Account Data, Transaction Data, Personal Data or the Supplier Account.

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2.9.  The Providers may suspend or limit the Services at any time upon request from the Acquirer or instruction from a competent regulatory body.

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2.10.  The Providers may suspend or limit the Services at any time when required to do so due to:

a. order from a competent regulatory body or court;

b. under relevant and applicable Regulatory Requirements or Standards.

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2.11.  The Providers shall make reasonable efforts to inform the Supplier of any such suspension in advance, or if this is impossible or impracticable, immediately afterwards combined with the reasons for such suspension unless prohibited to do so by Regulatory Requirements.

 

2.12.  The Service shall be reinstated as soon as practicable after the reasons for the suspension cease to exist.

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3. ELIGIBILITY

Supplier profile

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3.1.  The Services are intended for legal entities of any size that conduct sale of Items and receive payments via Payment Cards based on Transactions that occur at their Website.

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3.2.  The Supplier must be all of the following:

a. incorporated and operates within Republic of India;

b. financially responsible;

c. with good reputation.

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3.3. The Supplier must NOT:

a. be engaged in any activity that could cause harm to the Payment System, Card Schemes’ brands or the reputation of the Parties;

b. be engaged in any activity that is considered illegal or brand-damaging;

c. be prohibited, including its known owners (principals) from participating in any Card Scheme programme;

d. be subject to financial sanctions and must not act directly or indirectly on behalf of a designated person.

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Authorised persons

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3.4. Unless otherwise notified, it shall be assumed that the persons registered with the Supplier’s business registry as the company’s registered Directors are authorised to enter into the Agreement on the Supplier’s behalf and to exercise the Supplier’s rights and perform the Supplier’s duties under it, including to re-authorise third parties with such rights (e.g. procurator, proxy, attorney).

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4. RESELLER SERVICES

Suppliers selection and solicitation activities

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4.1.  The Reseller undertakes before the PSP to offer and advertise the Services to the best of their knowledge, skills, and abilities, including: introducing Suppliers to the PSP; to utilise each established channel, partnership programmes, platforms, networking events, conferences and every other appropriate occasion and/or venue to offer and advertise the Service; to establish relationships with potential Suppliers.

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4.2.  The Reseller agrees to use reasonable efforts to offer and advertise the Services only to Suppliers that meet eligibility criteria, as defined in section 4 ‘Eligibility’.

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Acquiring services agency

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4.3.  The Reseller shall act in the name and on behalf of the Supplier intermediating the provision and use of acquiring services.

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4.4.  For the provision of the Services, the Reseller undertakes to enter into and maintain an agreement with Acquirer(s) for acquiring services and facilitate the submission to the Acquirer in a timely manner of all records of valid Transactions for the purchase of Items.

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4.5.  The Reseller undertakes to communicate promptly with the PSP all information and/or requirements of Acquirer(s) that needs to be complied with the Supplier. For sake of clarity the agreed between the Parties flow of information is

from the Reseller via the PSP to the Supplier and vice versa.

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Provision and maintenance of Website

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4.6. Unless otherwise agreed, the Supplier undertakes to maintain its Website.

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Provision of other services

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4.7. The Reseller provides the Supplier with additional services as agreed in writing between the Reseller and Supplier from time to time. Such additional services include but are not limited to access to databases operated by third parties that provide the Supplier with access to information such as sales tax, VAT and import duties as applicable

to the sale of Items.

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5. PSP SERVICES

Application processing and due diligence

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5.1. Before entering into, extending, or renewing the Agreement and during the term in which the Agreement is in full force and effect, the PSP shall request the Supplier to provide information and documents. (‘Information’).

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5.2. The Supplier agrees to provide, upon reasonable request and at their expense, accurate, precise, complete and updated Information in line with the requirements of the PSP.

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5.3. The Supplier acknowledges and agrees that the PSP shall:

a. research Supplier’s background including, but not limited to, credit background checks, banking relationships, and financial history;

b. collect data and/or information about the Supplier through automatic means, public registers, social media, data vendors or other data providers.

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5.4. The Supplier undertakes to update the PSP whenever the provided Information changes, including the Supplier must advise the PSP immediately, but not later than five (5) Business Days of the day on which:

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a. the Supplier changes their business or trading name;

b. the Supplier changes their legal status (such as a change of entity, a sale or change of ownership to your business);

c. the Supplier changes their contact details - business or trading address or telephone number;

d. the Supplier commences and/or ceases business activities;

e. the Supplier changes the Item(s), described in the Application;

f. the Supplier fails or refuses to make payments in the ordinary course of business;

g. the Supplier makes an assignment for the benefit of creditors;

h. the Supplier seeks bankruptcy protection or similar protection

i. the Supplier became aware that any of their Directors or other authorised persons, shareholders or beneficial owners is a politically exposed person or is subject to financial sanctions.

 

Payment for acquired Transactions (settlement)

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5.5. The PSP undertakes to pay the Supplier the net amount of all acquired Supplier’s Transactions by crediting Supplier’s Payment Account.

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5.6. The PSP may withhold payment, in whole or in part, if in good faith suspects that:

a. any Transaction is fraudulent or involves any other criminal activity;

b. any Transaction was not in the ordinary course of Supplier’s declared business;

c. the number or size of Transactions is significantly greater/less than expected;

d. the Supplier Account turns to a negative balance; or

e. any of the events referred to in Clause ‘Suspension of Services’ or required for the immediate termination of the Agreement due to cause has happened (whether or not the Agreement is terminated).

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5.7. Payments may be retained until the PSP is satisfied that:

a. the relevant Transactions are legitimate;

b. the relevant Transactions are no longer liable to be the subject of a Chargeback;

c. Supplier’s obligations under the Agreement have been satisfied in full.

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Integration and gateway services

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5.8. The PSP is responsible for the Supplier’s technical integration with the processing platform of the Acquirer.

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5.9. The PSP shall ensure the integration to the processing platform of the Acquirer through payment gateway.

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5.10. The PSP shall have access to Sensitive Payment Data related to the Supplier’s Transactions.

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5.11. The PSP undertakes to maintain its certification as compliant with the PCI DSS and to provide to the Acquirer, the PCI SSC assessor and each of their

representatives and/or advisors with:

a. access during PSP’s Normal Working Hours to all information relating to the processing or storage of any Transactions submitted for acquiring; and

b. access to carry out any necessary checks (at the PSP’s premises) under the Standards and/or the PCI SSC’s requirements.

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5.12. The PSP shall be responsible for the security of the Sensitive Payment Data related to the Supplier’s Transactions that stores, processes or transmits on the Supplier’s behalf.

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5.13. The PSP shall provide the Supplier with RAM access to the payment gateway enabling:

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a. transaction monitoring;

b. transaction reports downloading;

c. other functionalities upon agreement.

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Payment Page

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5.14. In order to send to the Acquirer Transaction Data relating to eCommerce Transactions the Supplier undertakes to use only the Payment Page that is hosted by the PSP.

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5.15. The PSP is responsible for ensuring that the Payment Page is PCI DSS Level 1 compliant in respect of the collection and storage of Sensitive Payment Data and shall engage with the PCI SCC to the extent necessary to achieve this; and

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5.16. The Supplier must undertake all Transactions using 3DS Protocol, unless otherwise agreed in writing with the PSP and the Reseller.

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Risk management and Chargeback disputes

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5.17. When offering Item(s), the Supplier is required to comply with certain rules set in the Standards regarding them as a Supplier, their relationships with Customers and third parties, use of Cards as payment method.

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5.18. The PSP shall conduct monitoring of the Supplier’s business, including transaction processing to ensure ongoing compliance with the Regulatory Requirements and the Standards and to support the Supplier on an ongoing basis to address the risks, to which the Supplier might be exposed, related to the conduct of their business.

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5.19. The Supplier undertakes to follow strictly the instructions of the PSP and the Reseller regarding card acceptance and transaction processing that aim to ensure the Supplier’s compliance with the Standards and to reduce the level

of Supplier’s risk exposure.

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Transaction limits

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5.20. The Providers may impose limits on the Transactions that shall be submitted for acquiring on the Supplier’s behalf over a period of time. These limits can be:

a. value (amount) limits - per single transaction, per card per day/ week/month;

b. volume (counts) limits - per card per day/week/month.

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5.21. The Providers shall review these limits and where they identify a need to amend them, shall do so.

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5.22. If the Supplier exceeds an established limit, processing may be suspended and the PSP may retain settlement funds until new limits are agreed, or the Providers may amend the charges and fees payable by the Supplier under the Agreement.

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Chargeback (dispute) management

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5.23. The Parties shall notify each other as soon as reasonably possible of any Chargebacks against the Supplier’s Transactions.

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5.24. The PSP shall communicate received Chargebacks to the Supplier. Within five (5) Business Days of receipt of such communication, the Supplier must inform the PSP whether the Chargeback should be disputed and, in case of dispute, provide supporting documents to defend the claim.

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5.25. Upon receipt, but not later than one (1) Business Day following the day of receipt, the PSP must provide the Reseller with the confirmation to defend the Chargeback and with the provided supporting documents, respectively - with notification for acceptance of the Chargeback.

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5.26. The Reseller together with the PSP are responsible for the communication with the Acquirer regarding all Chargeback (their dispute or acceptance).

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Customer support

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5.27. PSP’s personnel shall be available to answer the Supplier’s inquiries relating to the Services (both - provided by the PSP and by the Reseller) on Business Days during PSP’s Normal Working Hours, unless otherwise agreed.

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5.28. The PSP undertakes to conduct the communications with the Supplier in a courteous, prompt and efficient manner and shall use their best efforts to resolve any issue the Supplier might have with regards to the Services.

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Training and educational support

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5.29. The PSP shall provide the Supplier on an ongoing basis with trainings, educational support and notifications in order to ensure the Supplier’s compliance with the Regulatory Requirements, the Standards and the Agreement.

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5.30. The Supplier undertakes to familiarise themselves with all provided materials under the Agreement and to participate in all training and workshops that organise by the PSP for the Supplier.

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6. SUPPLIER’S RIGHTS AND DUTIES

Compliance

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6.1. The Supplier acknowledges that is aware of and undertakes to operate in compliance with the applicable Regulatory Requirements, Card Schemes’ Standards, Data Security Standards, the Terms of sale and the Agreement, and to

refrain from actions that could harm the safety, security and soundness of the Payment System.

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Sell of Items

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6.2. The Supplier undertakes to supply the Items within the Terms of sale under which the Reseller will resell them.

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6.3. The Supplier undertakes the responsibility to deliver the Item(s) to its Customers according to the Reseller’s Terms of sale. The Supplier undertakes to ensure delivery by entering into an agreement with a logistics aggregator a company that is integrated with multiple carrier agents, such as DHL, FedEx, UPS, etc.

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6.4. The Supplier further undertakes to use a uniform and streamlined platform to monitor shipping orders, offered by the selected logistics aggregator. For auditing and reconciliation purposes, the Supplier undertakes to provide the

Reseller with access credentials to the platform.

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Card acceptance

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6.5. The Supplier undertakes to display appropriate Card Schemes’ marks on their Website.

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Transaction processing

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6.6. The Reseller undertakes to submit on behalf of the Supplier to the provided by the PSP payment page only records of valid Transactions completed on the Website and must not submit any Transaction that:

a. is from a Customer that has not accepted the Terms of sale;

b. is for Items not supplied by the Supplier;

c. is a recurring or unscheduled credential-on-file transaction and the conditions of the Terms of sale are not fulfilled;

d. is for payment of Item(s) that are not shipped or provided;

e. was subsequently reversed for the full amount or represented the amount of the partial Authorisation reversal;

f. was previously disputed and subsequently returned to the Reseller;

g. is illegal (transaction must be legal in both - India and the jurisdiction of the Customer);

h. is brand damaging;

i. relates in any way to a country or a person subject to financial sanctions.

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Transaction amount

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6.7. The Reseller undertakes in the Terms of sale not to establish a minimum or maximum transaction amount as a condition for honouring a Card.

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Surcharges

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6.8. The Reseller undertakes to clearly communicate any surcharge amount to the Cardholder, and the Cardholder must agree to the surcharge amount, before the Reseller initiates the Transaction.

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Tax

 

6.9.

a. The Reseller must not add any tax to transactions unless applicable Regulatory Requirements expressly require that the Reseller is permitted to impose a tax. Any tax amount, if allowed, must be included in the transaction amount and not collected separately.

b. The supplier shall be liable to pay VAT and comply with different VAT rules and regulations for transactions.

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Cash-back

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6.10. The Reseller shall not provide cash to a Cardholder.

 

Website

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6.11. The Supplier’s Website must contain:

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a. information about the Supplier, which includes at least: (i) its name or ‘Doing Business As’ (DBA) name; Supplier’s legal /company registration should not be used if it is not also the name presented to and recognised by the Customer/Cardholder; (ii) country at which the Supplier is established; (iii) mailing address for customers’ queries; iv) electronic mail address and/or telephone number;

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b. information about the Items provided - a complete and accurate description of the Items; any additional terms to which the Items could be subject; any warranty offered;

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c. information about the payment – (i) acceptable payment methods and their marks; (ii) price; (iii) transaction currency; (iv) timing of billing; (v) timing of fulfilment of transaction; (vi) function (button) for cardholder to confirm the purchase before the completion of the sale;

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d. statements - legal restriction for purchase/ use of the product/service (e.g., age restrictions, export restrictions);

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e. rules, policies, procedures: (i) Terms and conditions (T&Cs) and the following policies that could be part of T&Cs: (ii) Surcharge policy (if the Supplier chooses to surcharge); (iii) Delivery policy; (iv) Return/refund policy (could be part of T&Cs); (v) Cancellation policy; (vi) Consumer data privacy policy; (vii) Dispute resolution process;

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f. other – depending on the Items, as per the instructions received from the PSP.

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6.12. All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, computer code (collectively, ‘content’), including but not limited to the design, structure, selection, coordination, expression, ‘look and feel’ and arrangement of such content, contained on the website shall be owned and controlled by the Supplier, who assumes full responsibility for them.

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6.13. Based on this Agreement and in order to ensure compliance with the Acquirer’s requirements, the Reseller shall be entitled to determine the content of the Supplier’s Website, including any amendments and updates thereto.

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Solicitation materials

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6.14. Supplier’s solicitation materials (such as advertisements, stationery, business cards, sales brochures, Website promotional content, etc.) must NOT include misleading statements. The Supplier must not engage in potentially deceptive marketing practices.

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6.15. The Reseller is entitled to suspend any marketing campaign if the content of the materials is not in compliance with the applicable Regulatory Requirements or the Standards.

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Use of Card Schemes’ Marks

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6.16. The Supplier acknowledges that each Card Scheme is the sole owner of their respective trademarks and agrees:

a. to use one or more of the trademarks to indicate acceptance for payment, provided that the conditions in the Standards are met;

b. not to use Card Schemes’ marks for promotional or advertising purposes in any media, unless the Card Schemes’ Standards permit their use;

c. not to use Card Schemes’ marks in a way that implies endorsement of Supplier’s Item(s);

d. not to contest the ownership of the trademarks for any reason.

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6.17. The Supplier may use one or more of the trademarks in connection with their Item(s), provided the trademarks are used:

a. in accordance with the Standards, including all current reproduction, usage and artwork Standards; and

b. according to Reseller express written instructions; and

c. solely in connection with the provision of the Supplier’s Item(s).

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Audits

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6.18. For the purpose of determining compliance with this Agreement, the PSP may conduct one or more regular or periodic audits of the Reseller and the Supplier.

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6.19. The PSP shall give the auditing entity a minimum of thirty (30) days written notice of any exercise of their auditing rights, except where the requirements of a regulatory authority do not permit such notice.

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7. FINANCIAL CONDITIONS

Fees and other charges

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7.1. As consideration for the Services provided, the Supplier agrees to pay the applicable fees set forth in Schedule: Financial Conditions, or as otherwise provided by the PSP along with the Agreement, or, if applicable, upon receipt of an invoice from the PSP.

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7.2. All fees payable by the Supplier under the Agreement are immediately due and payable on the provision of the relevant Service. The fees for the Services are non-refundable unless otherwise explicitly agreed.

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7.3. Fees for the Services are quoted exclusive of Value Added Tax (VAT). VAT or comparable sales taxes shall be charged where Regulatory Requirements require so and the Supplier shall be provided with information on the net amount, the amount of tax and the tax rate applied.

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7.4. Where possible, all fees due by the Supplier shall be deducted from the available balance in the Supplier Account.

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7.5. In case the PSP is unable to deduct the Fees due, the PSP shall issue an invoice for the amount owed. Invoices must be paid within seven (7) days of the date of the invoice.

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7.6. All fees owed by the Supplier to third parties, are the Supplier’s sole responsibility and are not covered by the Agreement.

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7.7. If the Supplier does not pay the due amounts in the abovementioned timeframe, the PSP may charge default interest from the due date for payment at an annual rate of 8% above the base lending rate of National Westminster Bank PLC from time to time accruing at a daily rate until payment is made in full.

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7.8. Currency conversion. Currency conversion shall be applied where: (i) Processing Currency is different from Account Currency.

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7.9. The Supplier agrees to repay the full amount of any:

a. Chargeback;

b. Refund issued (if not already deducted from sums paid by the PSP to the Supplier);

c. fees, fines or other charges payable as a result of the ratio of the Supplier’s Chargeback to Transactions exceeding the industry average (as determined by the Card Schemes from time to time);

d. other fees, fines or other charges payable to a Card Scheme (such as registration fees, non-compliance assessment, etc.), to Authorised Institutions (such as remittance fee), or any other person (such as disputes, lawsuits, etc.) in connection with your card payment processing.

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7.10. The Supplier shall pay all costs of any audit or audits, conducted on them under the Agreement.

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7.11. The commission due as consideration for the Services provided by the Reseller under this Agreement shall be paid by the PSP to the Payment Account of the Reseller. The process shall be agreed between the Reseller and the PSP in an addendum to this Agreement.

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Security

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7.12. A Security could be established in relation to the Supplier and their processing for the purpose of providing a source of funds to cover any and all, actual and reasonably anticipated Financial Liabilities resulting from the processing of the Supplier’s card payment transactions.

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7.13. Such Security shall be agreed in Schedule: Financial Conditions and held in a manner to be readily identified by the Supplier and controlled by the PSP.

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7.14. The Security may include: (i) establishment of a Reserve; (ii) provision of guarantee in PSP’s favour; (iii) other Security agreed between the Parties.

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7.15. When determining the Security and its amount, the PSP may take into account their own risk assessment, including the Supplier’s overall financial standing.

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7.16. The Security shall remain in place regardless of any termination of the Agreement for as long as there are residual or contingent Financial Liabilities.

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7.17. The PSP may at any time by notice require the Supplier to give Security or to augment the provided Security, in a form the PSP shall determine, in respect of all sums due at any time under the Agreement or any loss or damage that the Providers may suffer under the Agreement (including any future Chargeback risk). The Supplier must comply with the PSP’s request within the timescale specified in the notice.

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7.18. The PSP shall have the right, at any time without notice, to offset any Financial Liabilities from the balances (including Security) on any accounts held with the PSP in respect of any liabilities of the Supplier.

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7.19. The PSP may set off, against any sums due from the Providers (whether or not in connection with the Agreement) to the Supplier, any sums due from the Supplier to the Providers or which in the Providers reasonable opinion are likely to fall due but to remain unpaid by the Supplier.

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7.20. Where the Supplier incurs a negative balance, meaning that the Supplier’s Financial Liabilities exceed the Security, the Supplier shall be obliged to pay to the PSP immediately upon PSP’s request or demand for such payment. Failure to do so is a breach of the Agreement.

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7.21. The PSP may at any time send reminders or take debt collection measures including, but not limited to, mandating a debt collecting agency or solicitors to pursue the claim in court.

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7.22. The Supplier shall be charged with the expenses reasonably incurred in connection with any debt collection or enforcement efforts.

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Reserve

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7.23. The amount of the Reserve shall be determined either as: (i) Upfront Reserve – as an absolute amount; and/or (ii) Rolling Reserve - as a percentage of proceeds of Transactions, net of any amounts due under the Agreement, which shall be kept for the agreed period and released after the expiration of this period.

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7.24. The Reserve shall be determined by the PSP from time to time at the Providers’ sole discretion.

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7.25. Where a Reserve has not been established at the Effective Date, the PSP shall notify the Supplier of the imposition of a Reserve, its method of calculation, its amount as well as any increase or reduction of the Reserve without undue delay in writing at any time during the term of the Agreement.

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Guarantee

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7.26. The PSP may require the Security to be in the form of a guarantee in which case the Supplier shall, upon request, procure such a guarantee in PSP’s favour. The guarantee must be acceptable for the Providers’ with regards to its issuer (Supplier’s owner(s) or affiliate(s), bank or other credit institution), form and amount.

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Account freezing

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7.27. The PSP may defer any amount due to the Supplier where the Providers reasonably believe that Transactions or related activities may be fraudulent or involve other criminal activity until the satisfactory completion of Providers’ investigation and/or that of any other financial institution, regulatory authority or Card Scheme.

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Settlement from the Reseller to the PSP

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7.28. The Reseller shall pay to the PSP all funds received in respect of the acquired Supplier’s Transactions, provided always that the Reseller has received such amounts from the Acquirer.

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7.29. The Reseller shall initiate or procure the initiation of each payment by wire transfer to the PSP’s Payment Account. The Parties agree on a weekly settlement cycle.

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Settlement from the PSP to the Supplier

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7.30. In order to place, transfer or withdraw funds related to the sale of the Supplier’s Item(s) an account(s) in the Supplier’s name (‘Supplier Account’) shall be held with the PSP.

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7.31. As a general rule, the Supplier Account(s) shall be in Indian rupee (INR) which shall be the Account Currency.

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7.32. As a result of the processing of Transactions, in the Supplier Account the Supplier shall:

a. receive funds as a result of funding transactions or other payments that are due to the Supplier, collectively referred to as ‘Pay-in Transactions’; and from there

b. funds shall be withdrawn as a result of credit transactions, Chargebacks, Refunds, fees, fines imposed by Card Scheme(s) or other liabilities that are due by the Supplier or as a result of Supplier’s Transactions, collectively referred to as ‘Payout Transactions’.

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7.33. The positive net balance between the Pay-in Transactions and the Pay-out Transactions shall be settled to the Supplier and the PSP shall initiate or procure the initiation of each payment by wire transfer to the Supplier’s Payment Account.

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7.34. The Supplier undertakes to open and maintain in their name a Payment Account throughout the term of the Agreement and for such period as may be required thereafter.

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7.35. The Supplier must provide the PSP with the full and correct details of the Supplier’s Payment Account.

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7.36. The settlement cycle is agreed in Schedule: Financial Conditions.

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7.37. The PSP may defer any payment if the amount due is less than the minimum payment threshold as per Schedule: Financial Conditions. The payment shall be deferred until the due amount reaches that threshold. Where the Supplier has more than one Supplier Account with the PSP, the account balances shall not be aggregated to reach the payment threshold.

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7.38. A payment could be deferred due to the reason listed in section ‘Suspension of Services’.

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7.39. The Supplier acknowledges that by paying the due sum to the designated Payment Account the PSP duly performs their contractual undertakings under the Agreement and their liability for payment of this particular sum shall be extinguished, discharged or reduced. If such payment is performed, the Supplier shall lose the right to seek further monetary or other relief from the PSP. This is without prejudice to the Limitation of liability clause.

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7.40. The PSP shall submit a Settlement Statement to the Supplier, which shall contain information on the amount owed to the Supplier and provide a specification of the invoice summary and transactions encompassed by the settlement.

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7.41. All payments that the PSP shall make to the Supplier under the Agreement shall be made in the Account Currency of the Supplier Account.

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7.42. If the Supplier intents to change its Payment Account, the Supplier shall:

a. notify the PSP of the new Payment Account details and authorise the PSP in writing to make all future settlement payments using the new Payment Account until further notice; and

b. provide documentary evidence that the new Payment Account details belong to an account held by the Supplier.

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Settlement Statements

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7.43. The PSP shall prepare and provide a Settlement Statement on the Supplier’s activities in the relevant settlement period (hereinafter the ‘Settlement Statement’).

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7.44. The Settlement Statement contains financial information that reflects the Supplier’s activity during the reporting period such as transactions Authorisation, Chargebacks, representments, Refunds, fees, the release of Rolling Reserve, etc. The Supplier should keep a copy of the Settlement Statements for their records and future reference. The PSP does not keep records of the Settlement Statements of the Suppliers once sent and shall not re-send Settlement Statements once provide.

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7.45. The Supplier must promptly examine the received Settlement Statement and immediately notify the PSP in writing of any inaccuracies and inconsistencies in this document, but not later than sixty (60) days from the date of the Settlement Statement.

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7.46. The notification under the previous clause should be made in writing so that the details of the notification are clear and complete. The notification must include at least: (i) any unique identifying number, (ii) the amount of the asserted error (expressed in sterling or other applicable currency), (iii), a description of the asserted error; and (iv) an explanation of why the Supplier believes an error exists and the cause of it, if known. The notification should be

addressed to .

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7.47. The Supplier shall be deemed to have accepted and confirmed the Settlement Statement if the Supplier do not notify the PSP about any inaccuracies and inconsistencies within the agreed sixty (60) days term.

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7.48. Any delay or failure to exercise the right to notification against the Settlement Statement shall constitute and be considered as a waiver of the Supplier’s rights of claim which arise out of, or relate to, the inaccuracies and inconsistencies in the Settlement Statement and preclude these rights’ further exercise.

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8. LIABILITY

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8.1. Each Party is liable to the others for any Losses directly caused by the liable Party’s negligence, wilful default or fraud.

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8.2. In no event does the liability of the PSP and the Reseller (including liability for negligence) arising out of the Agreement shall exceed the amount of the fees paid by the Supplier under the Agreement hereunder during the twelve (12) month period immediately preceding the event which gave rise to the claim for damages after deduction of: (i) the fees due to the Acquirer for the processed on behalf of the Supplier card payment transactions; (ii) the foreign exchange cost; (iii) fees for wire transfers.

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8.3. Nothing in the Agreement shall exclude or limit any duty or liability that:

a. the PSP and the Reseller may have to the Supplier under Regulatory Requirements; or

b. Regulatory Requirements do not allow to be excluded or limited.

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8.4. Provider (PSP or Reseller) is not liable (including for negligence) to the other Parties:

a. for any losses due to unavailability of the services arising out of any action or omission of third parties; or

b. for any losses due to payment delays caused by third parties; or

c. for any losses arising out of any cause beyond the reasonable control of the provider of services (PSP or Reseller) and the effect of which is beyond their reasonable control to avoid; or

d. for any losses that the provider of services (PSP or Reseller) could not reasonably have anticipated; or

e. if a hardware, software or internet connection is not functioning properly;

f. loss of business, of production, of goodwill, of reputation of opportunity, of bargain, of profit, of revenue, of anticipated savings or loss of margin;

g. costs of procurement of substitute Item(s),

h. claims made against a Party by third parties;

i. any indirect, incidental, consequential, punitive or special damages arising out of the Agreement.

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8.5. Provider (PSP or Reseller) is not liable to the other Parties if the provider fails to take any action which in their opinion would breach any Regulatory Requirement or Standards.

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9. INDEMNITIES

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9.1. The Supplier agrees to indemnify and hold the Providers harmless from and against any and all Financial Liabilities incurred by reason of any Action by a third party incurred by them in connection with this Agreement.

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9.2. The Supplier acknowledges that the indemnity contained in the preceding sentence is in addition to and does not limit any general legal rights that the Providers may have for breach of contract by the Supplier, including but not limited to the right to recover damages.

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9.3. The Supplier agrees that the Providers shall be entitled in its reasonable discretion to accept, dispute, compromise or otherwise deal with any claim, alleged claim, loss or liability which is made against it and shall be under no liability in respect thereof to the Supplier.

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9.4. The Supplier shall be liable to the Reseller in any case of non-compliance of the Supplier with the Standards which results in a fine or assessment being imposed by the Reseller under the Supplier Service Agreement.

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9.5. The Supplier agrees to indemnify and hold the Providers harmless from and against any and all VAT Liabilities incurred in connection with the supply of goods and services under this Agreement in the various jurisdictions.

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10. PERSONAL DATA PROCESSING

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10.1. This ‘Personal Data Processing’ section is intended to outline the terms and conditions governing the processing of Personal Data between the contracting Parties. Within the context of providing the Services to the Supplier:

a. the Providers qualify as Data Controller for any Personal Data processing relating to the Supplier, its employees, shareholders and beneficial owners to facilitate the performance of the Agreement; and

b. the Providers qualify as Data Resellers for any Personal Data processed in the performance of the Agreement by or on behalf of the Supplier for which the Supplier is the Data Controller.

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10.2. The Supplier shall share personal data belonging to data subjects of which the Supplier is the Data Control with the Providers in connection with the provision of the Services.

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10.3. The Supplier authorises the Reseller to submit personal data belonging to data subjects of which the Supplier is the Data Controller to the Acquirer as required for the purpose of processing Transactions and claiming funds from cardholders through the Card Schemes.

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10.4. The Supplier undertakes to ensure all such data subjects have been provided with information regarding the use of their data in relation to the provision of the Services under the Agreement.

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10.5. All Personal Data processed by the Providers as Data Controller or as Data Reseller under this Agreement shall not be used for any other purpose.

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10.6. The Supplier undertakes to ensure that all data subjects for which the Supplier is Data Controller are provided with the necessary information to ensure that Providers process their Personal Data in accordance with the applicable Regulatory Requirements.

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10.7. The Providers undertake to use and disclose information only as required in order to provide the Services under this Agreement. No other processing or disclosure of the information is permitted other than with the consent of the Supplier or as required by applicable Regulatory Requirements..

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10.8. The Providers undertake to notify the Supplier without delay should they become aware of any Personal Data breach. Such notice shall:

a. describe the nature of the Personal Data breach including where possible, the categories and approximate number of data subjects concerned, the categories and approximate number of personal Data records concerned;

b. communicate the name and contact details of the data protection lead or another contact point where more information can be obtained;

c. describe the likely consequences of the Personal Data breach;

d. describe the measures taken or proposed to be taken by the Data Controller (or Data Processor where relevant) to address the Personal Data breach, including, where appropriate, measures to mitigate its possible adverse effects.

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10.9. The Providers undertake to cooperate with any lawful requests of the relevant data protection authorities.

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10.10. All Transaction-related Personal Data for which the Providers are Data Resellers is stored on the PSP live secure processing platform to PCI DSS Level 1 standards.

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10.11. All Personal Data for which the Providers are Data Controllers or Data Processors is retained for the minimum period required to meet the business needs and their contractual and/or statutory obligations and disposed of in accordance with their data retention policies.

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11. COMMUNICATION

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11.1. The Agreement is supplied in English, and all communication between the Parties shall be in English.

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11.2. The Supplier agrees and consents to receive electronically, in the email address provided in the MAF, all communications, agreements, documents, notices and disclosures (collectively, ‘Communications’) that the PSP and the Reseller provide in connection with Supplier’s use of the Services.

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11.3. Whenever hard copies of documents need to be provided, they shall be sent to the postal address provided in the MAF.

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11.4. It is the Supplier’s responsibility to notify the other Parties in the event of changes in the Supplier’s email and/or postal address.

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11.5. Communications to the providers of the Services (PSP and Reseller) made in connection with the Agreement must be sent to

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12. REPRESENTATIONS AND WARRANTIES

Mutual representations and warranties

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12.1. Each Party represents and warrants to the other Party that:

a. it is duly organised, validly existing and in good standing under the laws of its country of incorporation;

b. it has and shall maintain all required rights, powers and authorisations to enter into the Agreement and to fulfil its obligations;

c. to the best of its knowledge there are no legal actions or regulatory investigations pending or threatened against its company that might affect its ability to perform its obligations under the Agreement;

d. it shall perform its obligations with reasonable skill and care;

e. it has in place and shall maintain adequate facilities to comply with its obligations under the applicable Regulatory Requirements, Standards and the Agreement, including data protection and confidentiality obligations;

f. it owns or has the right to use and sub-licence any Intellectual Property which it uses or licences for use to the other party.

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Providers’ representations and warranties

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12.2. Except as specifically provided by the Agreement, the Providers make no other warranty, guarantee or undertaking, express or implied, regarding the performance of the Services, and nothing contained in the Agreement shall constitute such a warranty.

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12.3. The Supplier expressly agrees and acknowledges that all other conditions, terms, undertakings and warranties, express or implied, or statutory in respect of the Services (including but not limited to quality, performance, suitability or fitness for a particular purpose) are hereby executed to the maximum extent permitted by the Regulatory Requirements.

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12.4. The Providers do not make or give, and hereby expressly disclaim, all warranties, representations, or conditions of merchantability, merchantable quality, or fitness for any purpose, particular, specific, or otherwise, or any warranty of title or non-infringement, for any of the products, processing, services, specifications, software, hardware, or firmware created or supplied by them, or referenced in the Agreement.

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