This document is an electronic record in terms of Information Technology Act, 2000 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.
This Merchant Agreement (“Agreement”) is a legal agreement between you (“you,” “your”) and fonePaisa Payment Solution Private Limited (“fonePaisa,” “we,” “our” or “us”) governing your use of fonePaisa’s services, whereby fonePaisa shall provide aggregate payment gateway solutions to you for selling Products (as defined below) and/or collecting money for a specified purpose (together, the “fonePaisa Services”).
This is an important document which you must consider and read very carefully, BEFORE choosing whether to use fonePaisa Services at any time. Please read the terms of this Agreement carefully before agreeing to it. This Agreement also highlights certain risks on using the fonePaisa Services together with guidance on how online payments through fonePaisa can be facilitated.
You are solely responsible for understanding, comprehend the intended interpretation by fonePaisa and complying with any and all laws, rules and regulations of your specific jurisdiction that may be applicable to you in connection with your business and your use of the fonePaisa Services.
BY CLICKING THE ‘ACCEPT’ BUTTON OR ACCESSING, USING OR INSTALLING ANY PART OF THE SERVICE, YOU EXPRESSLY AGREE TO AND CONSENT TO BEING IRREVOCABLY BOUND BY THIS AGREEMENT AND ALL OF THE TERMS SET OUT HEREIN. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE BUTTON INDICATING NON-ACCEPTANCE MUST BE SELECTED. FONEPAISA WILL PROMPTLY CANCEL THE ASSOCIATION AND YOU MAY NOT ACCESS, USE OR INSTALL ANY PART OF THE SERVICE.
FONEPAISA SHALL HAVE DEEMED TO HAVE ACCEPTED THIS AGREEMENT AND THE CONTRACT SHALL ONLY BE CONSIDERED TO BE DULY EXECUTED, VALID AND BINDING AFTER THE RECEIPT OF THE REQUIRED INFORMATION FROM YOU, DUE VERIFICATION OF THE SAME BY fonePaisa AND A VERIFICATION OF THE CONTRACT BEING SENT BY fonePaisa TO YOU AS MORE SPECIFICALLY STATED BELOW.
THE CONTRACT SHALL BE DEEMED TO HAVE BEEN RECEIVED, ACCEPTED AND FORMED AT fonePaisa CORPORATE OFFICE, AT 1190, 3rd Cross, 26th Main, JP Nagar – Phase 1, Bengaluru – 560078, INDIA.
This Agreement is divided into two parts. Part One explains the terms that govern your use of the Services. Part Two contains additional legal terms, including provisions that limit our liability to you and require individual arbitration for any potential legal dispute. To use the Services, you must accept all of the terms of this Agreement.
PART ONE: TERMS GOVERNING USE OF THE SERVICE
For the purpose of this Agreement:
i. “Acquiring Banks” shall mean various banks, financial institutions, Card Associations, payment system providers who are defined and licensed under the Payment and Settlement Systems Act, 2007; Reserve Bank of India.
ii. “Acquiring Bank Services” shall mean the payment gateway system and services provided by the Acquiring Banks such as to (i) route internet based Valid Card transactions; (ii) offer various facilities through the internet, including Net Banking facilities; (iii) provide Authentication and Authorization from Card Associations or other third party clearing houses; and (iv) provide settlement facilities in respect of payment instructions initiated by the customers.
iii. "Authentication" shall mean the process by which the Customer’s identification is authenticated by the Acquiring Banks.
iv. "Authorization" shall mean the process by which the Issuing Institution and/or the relevant Card Association electronically or otherwise convey the approval of the charge (i.e. if the Customer has a Valid Card and/or the required credit limit/ debit limit to pay the Customer Charge requested) on a Transaction being undertaken by a Customer on your Website.
v. “Business Days” shall mean any day on which Acquiring Banks are open for business in India, other than Saturday, Sunday and any days declared by us and/or Acquiring Bank as a Holidays
vi. "Card Association(s)" shall mean any of Visa, MasterCard, Visa Electron, Maestro, Diners, American Express or any other card association as may be specified by us from time to time.
vii. “Card Association Rules” shall mean the written rules, regulations, releases, guidelines, processes, interpretations and other requirements (whether contractual or otherwise) imposed or adopted by any Card Association.
viii. “Chargeback” shall mean reversal of the value of the Customer Charge with respect to any Transaction, inter alia, on account of (i) alleged forgery of the card number / bank account or other details (ii) any charge/debit made on a card that has been listed as a hot listed card or otherwise listed on the Card association warning bulletins (iii) duplicate processing of the transaction; or (iv) for other reasons as per applicable rules and guidelines issued by RBI, Card Associations, Acquiring Banks and Issuing Institutions. In addition, it shall include any debit to the fonePaisa’s bank account to recover the value of the Customer Charge in the event that you have insufficient funds in the Nodal Account and/or you fail to pay for the same.
ix. “Completion of Transaction” shall mean fonePaisa Completion of Transaction and/or fonePaisa Wallet Completion of Transaction depending upon the fonePaisa Product opted for or if fonePaisa demands Proof of Delivery.
x. “Confidential Information” shall mean any and all written, oral or other tangible or intangible form of information, discoveries, ideas, concepts, know-how (whether patentable or copyrightable or not), research, development, designs, drawings, blueprints, diagrams, models, samples, flow charts, data, computer programs, disks, diskettes, tapes, algorithms, software programs, marketing plans or techniques, technical, financial, or business information” trade secrets which includes but is not restricted to any portion or scientific or technical or proprietary information, design, process, procedure, formula or improvement which is not generally available to the public as delivered by either Party (“Disclosing Party” to the other Party (“Receiving Party”) within the framework of this Agreement or resulting therefrom. Provided that confidential information disclosed orally or those produced by electronic media or through any other intangible means shall be deemed confidential if it is identified as being confidential if it is reduced in writing within (30) thirty days of the date of disclosure. Such writing shall specify the date, time, place, persons involved and the substance of the confidential information so disclosed.
xi. "Customer" shall mean an individual or legal entity, who/which purchases Products, offered by you on your Website or Mobile Application or through IVR System and is directed to the Internet Payment Gateway using a Valid Card or Net Banking account or any other acceptable modes of Payment Mechanism, provided by us.
xii. “Customer Bank Account” shall mean a bank account or credit/ prepaid/ cash card account of the Customer with Issuing Institution.
xiii. “Customer Wallet” shall mean a digital prepaid instrument authorized under the Payment and Settlement Systems Act, 2007 and held by the Customer with the Issuing Institution.
xiv. “Customer Charge” shall mean the sale price of the Products purchased by the Customer plus the shipping charge (if any) and all other taxes, duties, costs, charges and expenses in respect of the Products/payment that are to be paid by the Customer.
xv. “Delivery” shall mean (i) in respect of a good, delivery of the good by a courier /parcel service appointed by the you or your vendors, to the Customer within Delivery Due Date at the address specified by the Customer in this behalf; or (ii) in respect of a service, delivery or performance of provisions of service within the Delivery Due Date.
xvi. “Delivery Due Date” shall mean the date/period displayed on the Website or otherwise notified to the Customer on or before which you shall deliver the Products to the Customer(s).
xvii. “EMI” shall mean equated monthly installment payment plan schemes of various Issuing Institutions which fonePaisa offers you.
xviii. "Issuing Institution" shall mean a bank or financial institution or other legal entity, with which the Customer has a Customer Wallet, a NetBanking account and/or which has issued the Valid Card to the Customers (explanation: except for debit card or credit card Transactions, the Issuing Institution of the Customer and the respective Acquiring Bank will be the same).
xix. “IVR System” shall mean interactive voice response technology that allows the Customer to interact with the your fonePaisa hosted IVR platform through a telephone by way of telecommunication signal tone inputs on the keypad and make payments of Customer Charge through IVR dialogue.
xx. "Merchant Bank Account" shall mean the bank account maintained and nominated by you for settlement of your Settlement Amount.
xxi. “Merchant Site” shall mean your Website or Mobile Application as detailed in the Merchant Service Form or the IVR System hosted by fonePaisa for you.
xxii. “Mobile Application” shall mean a software application that runs on smart phones, tablet computers and other mobile devices, the contents of which are controlled, operated and owned and established by you, for the purposes of enabling the Customers to view Products and carry out Transactions for purchase of Products, offered on the Mobile Application.
xxiii. “Mobile SDK” shall mean proprietary mobile software development kit, a custom mobile software application and packaged Application Programming Interface codes (APIs) developed by fonePaisa.
xxiv. “Net Banking Account” shall mean the facility and internet account provided by the Issuing Institution to Customers holding a bank account or digital wallet account with the Issuing Institutions specified by fonePaisa from time to time. Provided that the bank account is not listed in current warning or restricted bank account bulletins or notices.
xxv. “Nodal Account” shall mean an inoperative account held by fonePaisa with any of the banks for the purpose of pooling the monies collected from Customers on your behalf and facilitating the transfer of these funds in final settlement to you (after deducting TDR), pursuant to RBI notification DPSS.CO.PD.No.1102/ 02.14.08/2009-10, dated 24/11/2009 or any other RBI notifications/guidelines amended from time to time.
xxvi. “Nodal Bank” shall mean the bank(s) designated by fonePaisa for the purpose of pooling the funds collected from Customers on your behalf and facilitating the transfer of these funds in final settlement to you (after deducting TDR), pursuant to RBI notification DPSS.CO.PD.No.1102/ 02.14.08/2009-10, dated 24/11/2009 or any other RBI notifications/guidelines amended from time to time.
xxvii. “One Click Checkout” shall mean the facility provided to the Customers to save its Valid Card details on the fonePaisa server to purchase the Products from the Merchant Site with a single click.
xxviii. “Outstanding Amount” shall mean the amount payable by you to fonePaisa, Acquiring Banks and/or Customers for any losses, costs, damages, penalties, Chargebacks, refund overdraft or credit problems suffered or incurred by the Customers, fonePaisa and/or Acquiring Banks; any fees and other payments owed to fonePaisa by you; and any claims or proceedings filed against fonePaisa and/or Acquiring Banks by the Customers or any third Party.
xxix. “Payment Mechanism” shall mean the mechanism of making payment by utilizing the internet facilities of various Acquiring Banks, Card Associations, card payment systems and through such other modes and mechanisms of payment and delivery as may be notified by fonePaisa from time to time.
xxx. “fonePaisa Account” shall mean the merchant account maintained with fonePaisa in order to provide the fonePaisa Services to you.
xxxi. “fonePaisa Services” shall have the meaning ascribed to it in Recital A provided through fonePaisa Products.
xxxii. “fonePaisa Product” shall mean the fonePaisa Enterprise and/or fonePaisa Money product opted for by you, by means of which fonePaisa provides you fonePaisa Services.
xxxiii. “fonePaisa Site” shall mean the websites provided by fonePaisa Payments Private Limited (i.e secure.fonePaisa.in and/or fonePaisamoney.com depending upon the fonePaisa Product opted for by you) by means of which fonePaisa provides aggregative Internet Payment Gateway services/ fonePaisa Services to you and the Customers.
xxxiv. "Products" shall mean goods and/or services offered for sale by you on the Merchant Site.
xxxv. “Proof of Delivery” shall mean sufficient legitimate records evidencing Delivery of the Product to the Customer (i.e. Courier Company’s delivery confirmation and delivery confirmation by the Customer).
xxxvi. "RBI" shall mean the Reserve Bank of India.
xxxvii. “Reserve” shall mean the interest free, refundable funds provided and replenished by you to fonePaisa from time to time.
xxxviii. “Settlement Amount” shall mean Customer Charge minus the TDR and any other charges/fees payable by you to fonePaisa under this Agreement.
xxxix. “Transaction" shall mean every payment request/order placed by the Customer on the Merchant Site for purchasing Products from you.
xl. “Transaction Discount Rate” or “TDR” shall have the meaning prescribed in Clause 11.
xli. “Upgraded Mobile Application” shall mean the Merchant’s Mobile Application integrated with the Mobile SDK.
xlii. "Valid Card" shall mean any unexpired credit card or debit card which is issued by an Issuing Institution designated to issue a Visa, MasterCard, Visa Electron or a Maestro or cash card, pre-paid card or other card as may be specified by fonePaisa from time to time. Provided that the card is not listed in current warning or restricted card bulletins or notices and bears the signature of the person in whose name the card is issued.
You must register with us in order to open a fonePaisa Account and use fonePaisa Services. We allow both individuals and Legal Entities to register with fonePaisa. Without any legal obligation to do so, we require certain information from you, as laid out in the registration form, to permit the use of fonePaisa Services. You must provide accurate and complete information. In addition, you must keep the information that you provide up-to-date at all times. For business Users, you are only permitted to apply and enroll, if you represent a legitimate business and have the authority to enter into this Agreement on behalf of the business. You represent and warrant that you are duly authorized by the business entity to accept this Agreement and have the authority to bind such business entity. You further represent and warrant that the business entity has all the requisite consents, approvals, certificates, agreements, registrations and licenses in accordance with the laws, regulations, rules and guidelines in force in India from time to time.
You must provide accurate and complete information in response to our questions. You must complete this and other processes to access any funds that you accept through the Services. You must also keep the information that you provide up-to-date. We reserve the right to suspend or terminate your fonePaisa Account in event that you provide inaccurate, untrue, or incomplete information, or fail to comply with the account registration requirements.
3. ELIGIBILITY REQUIREMENT FOR OPENING A FONEPAISA ACCOUNT
By creating/opening a fonePaisa Account, you represent and confirm that you are:
a. 18 (eighteen) years of completed age or older;
b. an Indian citizen, a legal resident of India or a business entity, authorized to conduct business in India;
c. not 'incompetent to contract' within the meaning of the Indian Contract Act, 1972; and
d. entering into and performing this Agreement, as per applicable law.
You further represent and confirm that you are not a person debarred from using the fonePaisa website and/or receiving the fonePaisa Services under the laws of India or other applicable laws.
fonePaisa Services and your fonePaisa Account can only be used in India. You acknowledge that fonePaisa Services may be subject to export restrictions imposed by the laws, rules, regulations, and guidelines in force in India.
4. USER NAME AND PASSWORD
You must choose a reasonably descriptive User name that clearly identifies you or your business. This name will appear on the Customer’s Valid card/ Account statement. If a Transaction dispute results from your failure to use a reasonably descriptive user name, you agree to indemnify fonePaisa for any costs stemming from such dispute.
As part of the fonePaisa Wallet registration process, you will create a password for your fonePaisa Account. You are responsible for maintaining the confidentiality of the password and the fonePaisa Account, and are fully responsible for all activities that occur under the fonePaisa Account, including, without limitation, all actions by sub-users registered under the fonePaisa Account. You agree to (a) immediately notify fonePaisa of any unauthorized use of your password or the fonePaisa Account or any other breach of security, and (b) ensure that you exit from your fonePaisa Account at the end of each session. fonePaisa cannot and will not be liable for any loss, damage or other liability arising from your failure to comply with this Clause or from any unauthorized access to or use of the fonePaisa Account. In the event of any dispute between two or more parties as to ownership of a particular fonePaisa Account, you agree that fonePaisa will be the sole arbiter of such dispute, at its sole discretion and that fonePaisa’s decision (which may include termination or suspension of any account subject to dispute) will be final and binding on all parties.
5. APPROVAL AND REGISTRATION TO AVAIL FONEPAISA SERVICES
At the time of registration, you are required to disclose the exact business category/business sub-category for which you will be using the fonePaisa Services and only avail the fonePaisa Services through your designated Merchant Site. You understand and acknowledge that in order to use the fonePaisa Services for any other purpose, you shall notify fonePaisa in writing of such change and such change will be subject to approval by fonePaisa.
In order to avail the fonePaisa Services and Acquiring Bank Services, you must be approved by and registered with fonePaisa, the Acquiring Banks and Nodal Bank. Any undertaking with respect to the fonePaisa Services under this Agreement shall be subject to fonePaisa’s, the Acquiring Banks’ and Nodal Bank’s approval and completion of the registration process. By accepting the terms of this Agreement, you agree to provide fonePaisa with all such documents as required by fonePaisa to register you with fonePaisa, the Acquiring Banks and Nodal Bank. You authorize fonePaisa to request for supplemental documentation at any time (before or after your fonePaisa Account has been activated), in order to verify your identity, the accuracy of the information provided, legitimacy of your business, and/or your Customers, including a Customer report that contains your name and address, etc. If we cannot verify that this information is accurate and complete, we may deny your use of the Services, or close your fonePaisa Account at any time.
You further understand and acknowledge that fonePaisa, the Acquiring Banks and Nodal Bank have the right to withdraw their approval/consent at any time prior to or after commencement of the fonePaisa Services.
6. OUR RELATIONSHIP WITH YOU
fonePaisa facilitates individuals and legal entities in accepting payments initiated by their customers on their website or mobile application directed to the fonePaisa Site or through fonePaisa’s IVR System, using Valid Cards, Net Banking and various other acceptable modes of Payment Mechanism provided by fonePaisa.
fonePaisa a software application (“Software Application”) and established a fonePaisa Site. fonePaisa will act as an intermediary, by creating a link between the Merchant Site and the respective Acquiring Banks by means of the Software Application and fonePaisa Site, for enabling the Customers to make payment of Customer Charge on the Merchant Site for the Transactions carried, using Acquiring Bank’s Services (“Internet Payment Gateway"). In order to serve in this role, we have entered into agreements with various Acquiring Banks, Nodal Bank, financial institutions, Card Associations 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, to enable use of internet payment gateways developed by them, to (i) route internet based Valid Card Transactions; (ii) offer various facilities through the internet, including net banking facilities; (iii) provide Authorization from Card Associations or other third party clearing houses; and (iv) provide settlement facilities in respect of payment instructions initiated by the Buyers.
These Transactions are between you and your Customers and we are only acting as an intermediary. We are NOT
(i) A payment System Provider as defined under the Payment and Settlement Systems Act, 2007,
(ii) A banking company as defined under the Banking Regulation Act, 1949 or
(iii) A non-banking financial company as defined by the Reserve Bank of India Act, 1938.
The relationship between fonePaisa and you is on principal-to-principal basis. Nothing contained herein shall be deemed to create any association, partnership, joint venture or relationship of principal and agent or master and servant, or employer and employee between us hereto or any affiliates or subsidiaries thereof or to provide either Party with the right, power or authority, whether express or implied to create any such duty or obligation on behalf of the other Party.
fonePaisa has no connection or interest of whatsoever nature in your business or the Products offered/ marketed on the Merchant Site. fonePaisa shall provide fonePaisa Services to you, as an independent entity and under the terms and conditions of this Agreement. fonePaisa has no relationship with the Customers and all actions under this Agreement which may affect the Customers are instructed by you. You alone shall be responsible to the Customers and neither fonePaisa nor the Acquiring Bank or anybody connected to fonePaisa or Acquiring Bank shall have any responsibility or liability towards the Customers and you shall keep fonePaisa and Acquiring Bank fully indemnified for all times to come in this respect.
fonePaisa is neither concerned nor required to monitor in any manner the use of the payment modes by the Customers for procuring / availing the Products. The Customers should be required to use the payment modes at their sole option and risks. You shall be required to notify this responsibility to all its Customers under the instructions provided by fonePaisa.
7. OBLIGATIONS TOWARDS ACQUIRING BANKS AND CARD ASSOCIATION
As you will be using the Acquiring Banks Services and Card Association Services, you undertake comply with all applicable rules, guidelines, instructions, requests and actions, etc., made by the Acquiring Banks and/or Card Associations from time to time. The Acquiring Banks and Card Associations may also put limitations and restrictions on you, at its sole discretion. In addition, the Acquiring Banks has the right to reverse/reject settlement, suspend and/or terminate services, make inspections or inquiries in relation to the Transaction, etc. You understand and acknowledge that the Acquiring Banks and Card Association Rules form a part of this Agreement. In the event that your non-compliance of Acquiring Banks and/or Card Association Rules, results in any fines, penalties or other amounts being levied on or demanded of fonePaisa by an Acquiring Bank and/or Card Association, then without prejudice to fonePaisa’s other rights hereunder, you shall forthwith indemnify fonePaisa in an amount equal to the fines, penalties or other amount so levied or demanded. If you fail to comply with your obligations towards the Acquiring Banks and/or Card Associations, fonePaisa may suspend settlement or suspend/terminate the fonePaisa Services forthwith.
8. CONNECTIVITY AND INTEGRITY OF HOTLINK
You shall be responsible at your own costs for providing and maintaining all necessary equipment, software and facilities at your end so as to connect the Merchant Site software to the Software Application.
You shall take all such precautions and measures as may be directed by fonePaisa from time to time to ensure that there is no breach of security and the integrity of the link between the Merchant Site and the Internet Payment Gateway ("Hotlink") is maintained and shall ensure that all Customers upon accessing the Hotlink are properly directed to the Internet Payment Gateway. You shall also ensure that there are proper encryption and robust security measures to prevent any hacking into the information of the Customers and other data. In addition to the above, you shall also comply with security practices and procedures as prescribed in the Information Technology Act, 2000 and the rules made thereunder and/or the RBI rules and Regulations. Any loss incurred to you, fonePaisa or the Acquiring Bank as a result of the Hotlink being breached due to improper security on part of you, your employees, contractors, agents, etc and/or on the Merchant Site, shall be borne solely by you and you agree to indemnify, defend and hold harmless fonePaisa and the Acquiring Banks from any claims, actions, damages or losses arising out or in relation thereto.
Without prejudice to the generality of the aforesaid, you shall routinely and at such time intervals as may be specified by fonePaisa and/or the Acquiring Banks check the integrity of the Hotlink and provide such reports and/or conduct such tests as may be required by fonePaisa and/or Acquiring Banks from time to time.
9. AUTHORIZATION AND AUTHENTICATION OF TRANSACTION
The Acquiring Bank will authenticate, authorize, and process the payment instructions given by the Customers on the Merchant Site in respect of the Transactions upon fulfillment of valid criteria as set forth by the Acquiring Banks and the Card Associations from time to time and accordingly transfer such approved Customer Charge from the Customer Bank Account/ Customer Wallet to the Nodal Account.
fonePaisa, Acquiring Banks and/or Card Association may reject authorization of Transaction placed by the Customer for any reason including but not limited to risk management, suspicion of fraudulent, illegal or doubtful Transactions, selling of banned items, use of compromised Valid Cards, use of blacklisted/banned cards or in accordance with the RBI, Acquiring Banks, Issuing Institution and/or Card Association rules, guidelines, regulations, etc and any other laws, rules, regulations, guidelines in force in India, etc.
You acknowledge that as a risk management tool, fonePaisa and/or the Acquiring Banks reserve the right to limit or restrict transaction size, amount and/or monthly volume at any time. For the purpose of clarity such limitations or restrictions may be imposed for the following reasons including but not limited to limits/restrictions on the number of purchases which may be charged on an individual Valid Card or net banking account during any time period, rejection of Payment in respect of Customer Orders from Customers with a prior history of questionable charges, unusual monetary value of Transaction, etc. Further, as a security measure, fonePaisa may at its sole discretion block any card number, account numbers, group of cards or Transactions from any specific blocked or blacklisted customer cards, accounts, specific, group of IP addresses, devices, geographic locations and / or any such risk mitigation measures it wishes to undertake.
10. YOUR AUTHORIZATION
By accepting the terms of this Agreement, you authorize us to hold, receive, disburse and settle funds on your behalf. Your authorization permits us to generate an electronic funds transfer between the Acquiring Banks and our Nodal Account to process each Transaction that you authorize. Thereafter you authorise us to transfer the Settlement Amount received from your Customers to the Merchant Bank Account designated by you for this purpose at the time of registration. Your authorization will remain in full force and effect until your fonePaisa Account is closed or terminated.
11. OUR FEES
In consideration for fonePaisa Services, you shall pay fonePaisa, Transaction Discount Rate (“TDR”). The TDR shall be deducted by fonePaisa from the Customer Charge payable to you in respect of each completed Transaction. fonePaisa reserves the right to revise the TDR periodically, and fonePaisa will intimate you of any such change within reasonable time. You shall also pay to fonePaisa
(i) A non-refundable one time set up fee, and
(ii) Annual Maintenance Charge payable in advance every year. fonePaisa shall have a right to deduct such set-up fee and Annual Maintenance Charges from the Settlement Amount payable to you. In addition, in consideration of the license granted with respect to the Mobile SDK, you agree to pay fonePaisa a royalty (“Royalty”).
12. TERMS OF PAYMENT TO MERCHANT
Subject to any other Clause of this Agreement, fonePaisa shall endeavour to instruct the Nodal Bank to transmit the Settlement Amount from the Nodal Account to the your Bank Account within the time period prescribed by RBI commencing from date of Completion of Transaction.
In the event that you opt for fonePaisa Services using fonePaisa Product: fonePaisa Enterprise, the Transaction shall be completed only upon receipt of the Customer Charge in the Nodal Account from the Acquiring Banks and reconciliation of the same by the Acquiring Banks, fonePaisa and the Nodal Bank (“fonePaisa Completion of Transaction”)
In the event that you opt for fonePaisa Services using fonePaisa Product: fonePaisa Wallet or fonePaisa demands Proof of Delivery for any Transaction(s), the Transaction shall be completed only upon submission of Proof of Delivery by you (in the manner prescribed by fonePaisa) and the confirmation of the same by the respective Customer. In the event that the Customer does not confirm delivery within 3 (three) days from the date on which you provide Proof of Delivery, it shall be considered as deemed confirmation and the Transaction shall be deemed to be completed. (“fonePaisa Wallet Completion of Transaction”)
The transmission of the Settlement Amount to the Merchant Bank Account shall be subject to reconciliation of the Customer Charge by the Acquiring Banks, fonePaisa and the Nodal Bank after actual receipt of Customer Charge in the Nodal Account.
All payments with respect to refunds and Chargebacks shall be solely your responsibility and fonePaisa shall not be liable for any claims, disputes, penalties which may arise in connection with such refunds or Chargebacks to you or the Customer. You shall indemnify fonePaisa in respect of any claims, disputes, penalties, costs and expenses arising directly or indirectly in relation to refunds or Chargebacks for all Transactions initiated and instructed through the Merchant Site.
Notwithstanding anything contained anywhere in this Agreement, you hereby confirm and agrees that fonePaisa, Acquiring Bank and Nodal Bank reserve the right to reject payments with respect to any Customer Charge for reasons including but not limited to unlawful, erroneous Transaction, Chargeback, refund, fraud, suspicious activities, card Authentication and Authorization issues, overpayment made due to mathematical errors or otherwise, penalties incurred, Transaction related issues, issues related to Delivery, Customer Charge or Product, if the Transaction was not made in accordance with the requirements of fonePaisa and/or the Acquiring Banks and/or Card Association.
In the event of rejection of payment with respect to Customer Charge, Chargeback, refunds or other Outstanding Amounts due to fonePaisa, Acquiring Bank and/or the Customer by you, fonePaisa and/or the Acquiring Bank reserve the right to reverse the credit given to the Merchant Bank Account or set-off the payment amount rejected, Chargeback or refunded or the Outstanding Amount against Settlement Amount payable to you. fonePaisa and/or Acquiring Banks may also deduct the payment amount due from future Settlement Amounts payable to you with respect to subsequent Transactions.
All Settlement Amount due to you under this Agreement may be suspended or delayed till such time as fonePaisa, the Acquiring Banks and/or nodal bank deems fit, if
(a) The you or your Customer or a third party commits any fraud or violates any law or legal requirement;
(b) fonePaisa and/or the Acquiring Banks have reasons to believe that a fraud has been committed against the Customers, fonePaisa, Acquiring Banks or any third party by you, your Customers, or any other third party; or has reason to believe that the Merchant or the Customer has in connivance with any other person done any fraud or assisted in the same; or any transaction has been fraudulently initiated;
(c) You have excessive pending Chargebacks or poses high Chargeback and/or refund Risk;
(d) Continuous non-delivery or delayed delivery of Products to Customers; or
(e) For any other reasonable reasons.
You understand and acknowledge that at any time and from time to time, we may temporarily suspend or delay payments to you or require you to provide fonePaisa with Reserve of such amounts as may be requested by fonePaisa to secure the performance of your payment obligations under this Agreement for reason, including without limitation, high Chargeback risk, credit risk, refund overdraft risk, non-delivery issues, selling of banned items, non-payment of maintenance fees or other amount payable to fonePaisa or any other indications of performance problems related to your use of the fonePaisa Services. If you fail to provide fonePaisa with Reserve within seven (7) days of receipt of notice for the same, fonePaisa reserves the right to suspend and/or terminate the Settlement Amount payable you or the fonePaisa Services without further notice. fonePaisa may use this Reserve to set-off including but not limited to any Outstanding Amounts payable by you to fonePaisa, Acquiring Banks and/or Customers.
In case the Settlement Amount payable to you and/or the Reserve (if any) is not sufficient to cover your Outstanding Amount, then you shall pay fonePaisa and/or the Acquiring Banks the remaining amount due immediately upon request. fonePaisa shall be entitled to charge daily interest on such Outstanding Amount from the date of request until the date of payment in full, at the rate of 1.5% per month. Provided that the above right of fonePaisa to appropriate the Reserve and set-off the Outstanding Amount in the above manner shall be in addition to and reserving fully the right of fonePaisa to recover all such losses, costs and damages etc from you by any other means, which may be available to fonePaisa under the law. In addition, you agree to pay all costs and expenses, including without limitation attorneys' fees and other legal expenses, incurred by or on behalf of us in connection with the outstanding amount and the collection of same from you.
a. Our Collection Rights for Chargebacks: For any transaction that results in a Chargeback, we may withhold the Chargeback amount in a Reserve. We may debit the amount of any Chargeback and any associated Fees, fines, or from your Settlement Amount and/or Reserve. If we reasonably believe that a Chargeback is likely with respect to any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you under this Agreement until such time that: (a) a Chargeback is assessed due to a Customer’s complaint, in which case we will retain the funds; (b) the period of time under applicable law or regulation or Card Association Rules by which the Customer may dispute that the transaction has expired; or (c) we determine that a Chargeback on the transaction will not occur. If we are unable to recover funds related to a Chargeback for which you are liable, you will pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including without limitation attorneys’ fees and other legal expenses, incurred by or on behalf of us with respect to collection of all Outstanding Amounts unpaid by you.
b. Excessive Chargebacks: If we determine that you are incurring an excessive amount of Chargebacks, fonePaisa may establish controls or conditions governing the Transactions contemplated under this Agreement, including without limitation, by (a) establishing new processing fees, (b) creating a Reserve in an amount reasonably determined by us to cover anticipated Chargebacks and related fees, (c) delaying payouts, and (d) terminating or suspending the Services.
c. Contesting Disputed Transactions: In the event of a Chargeback dispute relating to a Transaction contemplated under this Agreement (“Disputed Transaction”), on any grounds whatsoever, fonePaisa shall forthwith notify you of the same. On such notification you shall conduct an internal review of such matter and shall within 5 (five) days from receipt of notice, revert to fonePaisa in writing either:
c.i. Requesting fonePaisa to refund (”Refund Request”) the Customer Charge Amount received by it in respect of such Transaction ("Refund Monies"); or
c.ii. Providing fonePaisa with a statement explaining how the Disputed Transaction is not warranted together with all documentary evidence in support of contesting such Disputed Transaction.
In the event that you:
(a) Provide a Refund Request to fonePaisa; or
(b) Fail to provide Refund Request and fail to contest such Disputed Transaction within the aforesaid period or contests Disputed Transaction without providing supporting documentation to the satisfaction of fonePaisa, Acquiring Banks, Card Association and/or Issuing Institution, fonePaisa shall be entitled to recover the Refund Monies from Settlement Amount subsequently made to the Nodal Account. In the event that fonePaisa is unable to recover the Refund Monies as aforesaid, due to the Settlement Amount credited to the Nodal Account being lower than the Refund Monies, fonePaisa shall deduct the remaining Refund Monies from the Reserve (if any) or set-off the remaining Refund Monies against the future Settlement Amounts payables to you and refund the same to the Customer. You shall be liable to make payment of the Refund Monies or part thereof which has not been recovered by fonePaisa forthwith.
It is hereby agreed and acknowledged by the Parties that the TDR charged by fonePaisa in respect of a Transaction that has been confirmed shall not be refunded or repaid by fonePaisa to you or any other person irrespective of the Customer Charge being rejected, chargeback, refunded or disputed.
15. TERMS OF EMI OFFERING
You understand that in order to avail the EMI services of a bank, you must be specifically approved by such bank for provision of EMI services.
The EMI services shall be offered at the discretion and as per the terms and conditions of the respective bank and fonePaisa. You shall ensure that while making a Transaction, the Customer also accepts such terms and conditions.
You understand that at time of the making the Transaction, the Customer shall be charged the full amount of the sale price; fonePaisa shall send details of settled Transactions for conversion to EMI along with complete details, within 2 (two) Business Days from the date of Completion of Transaction. EMI transactions once submitted cannot be cancelled / reversed.
In the event that you provide EMI options to the Customers, you shall endeavor to deliver the Product after the approval of the EMI option from the Issuing Institution providing the EMI option through fonePaisa. fonePaisa shall not be liable to you or the Customer for any dispute arising with respect to rejection of EMI option to a Customer after a Transaction has been confirmed, irrespective of the Settlement Amount being in the Nodal Bank or already transferred to the Merchant Bank Account. The Customer shall raise such dispute directly with the Issuing Institution.
You understand and acknowledge that all Transactions shall be converted to EMI transactions in offline mode. The Issuing Institution shall endeavor to convert all transactions approved by them to EMI within 5 (five) Business Days.
You shall ensure that an EMI calculator is available on the Merchant Site in order to explain the EMI calculation to the Customer.
You understand and acknowledge that the Issuing Institution may modify the terms of the EMI offering or withdraw the EMI Scheme completely at any time. fonePaisa and the Acquiring Banks shall not be responsible to you or the Customer for any disputes arising due to non-conversion of a Transaction to EMI or informing you about rejection of EMI request by the Issuing Institution.
You shall dispatch/render the Products to the Customer only upon receipt of transaction confirmation from fonePaisa. fonePaisa shall give confirmation only upon receipt of transaction confirmation in respect of the Transaction from the Acquiring Bank. fonePaisa shall not be responsible for any Transactions that have not been confirmed with fonePaisa by the Acquiring Banks.
You shall ensure that it maintains Proof of Delivery with respect to each Transaction initiated through the Merchant Site for a period of at least one (1) year from the date of Delivery. Proof of Delivery shall be open for inspection by fonePaisa and/or the Acquiring Banks at all times during working hours on Business Days. Notwithstanding any other Clause of this Agreement, you understand that fonePaisa and/or the Acquiring Bank and/or Nodal Bank reserve the right to call for Proof of Delivery, at any time, before and/or after settlement of Settlement Amount to the Merchant’s Bank Account with respect to any Transaction. fonePaisa and/or the Acquiring Banks have the right to reverse Customer Charge amount to the Customers and/or reject the Customer Charge to Merchant, if Proof of Delivery is not provided in accordance to this Agreement.
You shall deliver the Product within the Delivery Due Dates specified at the time of making the transaction on the Merchant Site. If you are unable to deliver the whole or any part of the Transaction within the Delivery Due Date, you shall forthwith inform the Customer and take immediate action to refund the Customer Charge in whole or in part as per the Customers instructions.
All risks associated with the Delivery shall be borne solely by you and not fonePaisa. Any and all disputes regarding quality, merchantability, non-Delivery, delay in Delivery or otherwise shall be resolved directly between the Customer and you without making fonePaisa and/or the respective Acquiring Bank a party to such disputes.
17. REFUNDS AND RETURNS POLICY
By accepting to use fonePaisa Services, you agree to process returns of, and provide refunds and adjustments for, Products sold and/or payment collected through the Merchant Site in accordance with this Agreement, the Acquiring Banks’ instructions and Card Association Rules. You shall
(a) Maintain a fair refund, cancellation or adjustment policy;
(b) Disclose its return or cancellation policy to Buyers,
(c) Not give cash refunds to its Buyers 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.
The amount of the refund/adjustment must include any associated taxes required to be refunded and cannot exceed the amount shown as the total on the original sales data except by the exact amount required to reimburse the Customer for postage that the Customer paid to return merchandise. If the Customer accepts returns and makes an uneven exchange of Products (e.g., the sales price is not the same), you must issue a credit for the total amount of the Products being returned and the Users must complete a new sale for any new Products. Please be aware, that if your refund policy prohibits returns or is unsatisfactory to the Customer, you may still receive a chargeback relating to such sales.
18. CUSTOMER SUPPORT
All Customer service issues relating to the Transaction, Products sold on its Merchant Site including but not limited to Customer Charge, order fulfillment, order cancellation, returns, refunds and adjustments, rebates, functionality and warranty, technical support and feedback concerning experiences with its personnel, policies or processes, are solely your responsibility. In performing Customer service, you will always present itself as a separate entity from fonePaisa.
You shall provide Customer support during all Business Days. Such support shall include appropriate notice to Customers of means of contacting you including e-mail address and telephone number, in the event the Customer has questions/queries regarding the nature or quality of the Product and the procedures for resolving disputes.
Under no circumstances shall fonePaisa be responsible for customer support to the Customer or any third party.
19. MERCHANT RISK ASSESSMENT
We may, from time to time during the term, make or carry out risk assessments on you and/or the Transactions carried out on the Merchant Site (each a "Risk Assessment") which shall inter alia be for the following purposes:
a. Verify that you are properly constituted and operate a bona fide business;
b. Verify that you have sufficient safeguards in place to protect Customer's Data