This document is an electronic record in terms of the Information Technology Act, 2000 and rules thereunder as applicable and amended from time to time. This electronic record is generated by an electronic system and does not require any physical or digital signatures.

By accepting the terms or by accessing, using, or availing any part of the Service, You expressly agree to and consent to being irrevocably bound by these “Terms and Conditions” and all of the terms set out herein. If You do not agree with any of these Terms and Conditions, You must immediately cease accessing and/or using the ZyaadaPay Site or other portals, or the Services being provided under these Terms and Conditions. Your acceptance of these Terms and Conditions will operate as a binding agreement between “You” and ZyaadaPay, a company incorporated under the Companies Act, 2013 and having its registered office at 203 Rizvi Chambers, 2nd Floor, Calbg Road, Panaji, North Goa-403001 “Us” in respect of Your use of the Services.

Registration
1. You may have to register on the ZyaadaPay Website before accessing the complete dashboard made available to the You for the rendition of Services by Us to You.
2. The registration on the website does not in any event empower You to use the Services unless You have accepted the appropriate agreement for Services. The terms and conditions for the rendition of Services shall be governed by another appropriate agreement such as a payment aggregation service agreement or a payout service agreement.
3. However, for any reason whatsoever You choose to activate the Services without first accepting the appropriate agreement, in that case, it would be deemed that You have also accepted the appropriate terms of the agreement impliedly by Your conduct to accept the Services. You would, in that case, be bound by the appropriate terms of the relevant agreement in relation to the Services and We shall have all right, title, and interest in enforcing the terms and conditions of such appropriate agreement. The terms of service are provided in General Terms and Conditions to ZyaadaPay Services – Schedule A read with Special Terms and Conditions to the specific services.
4. The details that You have utilized for the creation of the Login ID and Password are privy to You or Your organization. We have no manner to access the details of Your Login ID or Password. You would be solely responsible for sharing Your Login ID or Password with anyone other than Yourself or within Your organization.
5. The Login ID and Passwords are key to the dashboard and acceptance of Services. The access granted to a person through Login ID and Password will empower to switch on and switch off the Services, move funds and pass on instructions to Us which We would rely upon to process the transactions. In such a scenario, You or Your organization should ensure that the Login ID and Password are preserved and are shared with a trustworthy person within the organization.

Completion of KYC Details and Acceptance of Contract
1. Your onboarding with ZyaadaPay shall take place in accordance with the guidelines prescribed by the Reserve Bank of India or any other regulator for the time being.
2. You shall be required to submit to ZyaadaPay all the necessary documents and details as may be required by ZyaadaPay to complete Your onboarding in accordance with the prescribed guidelines.
3. Your failure to share the required documents or details shall entitle ZyaadaPay to put Your onboarding on hold. ZyaadaPay may also refrain from providing access to the ZyaadaPay Platform or Services in the event, You fail to provide such documents as required by Us. ZyaadaPay may choose to on a case-to-case basis activate certain Services in case the documents as sought by Us are not provided by You. However, such an accommodation will not entitle You to continue with the use of Services unless the KYC exercise is completed in accordance with the applicable law.
4. You shall ensure that the documents so provided are true and correct. You shall also provide the original of the documents so produced to ZyaadaPay to complete the exercise related to onboarding for verification.
5. We may choose to call for further or additional documents or require You to resubmit the document in accordance with the prescribed guidelines for verification of Your details during the course of the rendition of Services.
6. We shall not take any responsibility of verification of the validity or veracity or the genuineness of the documents so submitted.
7. Failure to provide correct details or to not to provide relevant details or to cheat ZyaadaPay to provide Services by providing false information, would entitle ZyaadaPay to terminate the Services with immediate effect and without any notice whatsoever. ZyaadaPay shall also be entitled to hold the settlement amount for a period of at least 180 days from the date of termination of Services or until such date that it deems fit and proper whichever date is later.
8. ZyaadaPay shall keep the documents and details submitted to it confidential and shall not disclose such information to any third party except to the law enforcement agencies if such law enforcement agencies call for such information. ZyaadaPay may use the documents and details so submitted for rendering additional Services to You.
9. You shall also accept the agreement and other terms and conditions of Services that we require You to accept in respect of a Service or a transaction.
10. You shall not, in any event, undertake Services of ZyaadaPay Payments for the negative list of business as enlisted in Attachment A to these terms and conditions. You shall also not misrepresent that You shall take Services for a line of business that is permitted and not disallowed by ZyaadaPay but instead use the Services for a negative line of business as enshrined in Attachment A. In case, You showed any indulgence by using the Services of ZyaadaPay for the negative line in business, ZyaadaPay shall be free to take appropriate legal remedy against You and all the necessary steps available to it in law. ZyaadaPay shall be free to report Your indulgence in a negative line of business to the relevant authorities for necessary action.

Access to Dashboard
1. After You have registered on the ZyaadaPay Website, ZyaadaPay will provide you with the access to ZyaadaPay Platform and the Dashboard. With access to Dashboard, You would be able to activate and deactivate Services that You wish to receive or no longer wish to receive from Us.
2. The Dashboard will be accessible through the Login ID and Password. Anyone who will have access to the Login ID and Password will be able to manage and control the Services and the transactions. In such a case, You or Your organization should ensure that who has the access to the Login ID and Password to the Dashboard.
3. We shall make the Services available through the Dashboard once We have received all the KYC-related documents and You have accepted the terms and conditions to the agreement in respect of the appropriate services.

Contents of the website of the ZyaadaPay
1. The contents of the website of ZyaadaPay are proprietary to ZyaadaPay and You will not have any authority to claim any intellectual property rights, title, or interest in the contents of the website of ZyaadaPay.
2. The structure, colour, and other creative details of the Dashboard are proprietary to ZyaadaPay and You will not have any authority to claim any intellectual property rights, title, or interest in the creative details of the user interface of the Dashboard.
3. You and We acknowledge that any trademarks, copyrights or patents used or adopted by a Party in the conduct of its business are the sole property of the respective owners.
4. Except as expressly set out no assignment of or license under any trademark or service mark or any other Intellectual Property Right, whether registered or not, owned or controlled by a Party is granted to the other under these terms and conditions. “Intellectual Property Right” means any and all patents, copyrights, trade secret rights, trademark rights, design rights, software code, and other proprietary or similar rights in intellectual property, existing now or in the future, including the rights to secure registrations, renewals, and extensions thereof.
5. Nothing contained herein shall authorize the Parties to use, apply, invade or in any manner exploit or infringe the Intellectual Property Rights of the other Parties without the prior written consent of the other Party, and the user shall be in compliance with this Agreement and such approval and policies as may be notified from time to time. In addition, the Parties undertake not to infringe the Intellectual Property Rights of any third party.
6. No Party may, under any circumstances, seek to register any trademark, business name, business processes, inventions, company name, or domain name using or incorporating the Intellectual Property of the other Party.
7. Each Party acknowledges that upon expiry or termination of this agreement, it shall have no right whatsoever in connection with the Intellectual Property of the other Party.
8. It is agreed between the Parties that during the Term any promotion or publicity of the Service would always carry ‘Merchant’ and ‘ZyaadaPay’ service marks or the appropriate Merchant and ZyaadaPay marks as may be agreed between the Parties.

API Integration with ZyaadaPay
1. You shall not integrate with ZyaadaPay for any Services or use any plugins or other software development kits unless You have completed the KYC and entered into an appropriate agreement with Us. In case, You choose to integrate Services without complying with the request in this clause, Your Services would be liable for termination by ZyaadaPay with immediate effect.
2. ZyaadaPay has integrated the ZyaadaPay Platform with several financial institutions. The integration of the ZyaadaPay Platform is done in accordance with the documentation of the Application Programming Interface (‘API’) so provided by the financial institutions.
3. You may choose to integrate with the APIs provided by ZyaadaPay in accordance with the documentation provided by ZyaadaPay for such integration. You shall be responsible for such integration with the ZyaadaPay Platform.
4. ZyaadaPay shall be responsible for the maintenance, development, and management of the ZyaadaPay Platform. ZyaadaPay shall also ensure to secure the ZyaadaPay Platform secure in accordance with the prescribed guidelines from time to time by financial institutions or Reserve Bank of India or any other regulator. ZyaadaPay shall ensure to take steps related to business continuity and disaster recovery of the ZyaadaPay Platform in accordance with prescribed guidelines.
5. You shall ensure that its website or its web application is secured in accordance with the prescribed guidelines issued by the Reserve Bank of India from time to time. You shall not store any card data on its website or web application. You shall avail tokenization services for processing the transactions.
6. An incident related to breach of data or breach of security shall be informed by the Parties to each other within 24 hrs of such an incident. Parties shall take due steps to ensure that the transactions are monitored for fraud and anti-money laundering activities in accordance with applicable law.
7. You shall ensure that it keeps logs of all the transactions and necessary details about its Customers that are availing goods or services from its platform in a manner prescribed by applicable laws, and it obtains proper consent for use of such information about the Customer for delivery of goods and rendition of services.
8. ZyaadaPay may call upon You to share the relevant information about the transactions with the Customer or the information gathered by the Merchant about the Customer for its internal audits, or in case such information is required to undertake any investigation about fraud or illegal activity by a law enforcement agency or the regulators.
9. ZyaadaPay shall provide the Merchant encryption key or an activation key for activation of the Services. Merchant shall not share the encryption key or an activation key with any other person or use the activation key to activate integration on a website or web application or any third party or website other than the website of the Merchant.

Fraudulent Transactions
1. You shall not engage in any form of fraudulent transactions and use the Services of ZyaadaPay for perpetrating a criminal offense in any manner thereof. Any scheme or structure to defraud the customer by You while using Services of ZyaadaPay shall be reported to the relevant law enforcement authorities. ZyaadaPay shall also keep a right to withdraw such Services in such a case.
2. In the event, ZyaadaPay is intimated, by the Acquiring Bank or a Card Association, that a Customer has reported an unauthorized debit of the Customer's payment instrument, then ZyaadaPay shall be entitled to suspend the settlement of the amount associated with the fraudulent transaction during the pendency of inquiries, investigations, and resolution thereof by the Acquiring Bank or the Card Payment Network. If the fraudulent transaction results in a Chargeback, then the Chargeback shall be resolved in accordance with the provisions relating to Chargeback as set out under the terms of the agreement.
3. Further, ZyaadaPay also reserves the right to close, suspend, limit or put on hold the access to Your account with ZyaadaPay and/ or the funds available therein, including Settlements Amount under inter alia the following scenarios:
  1. If such Your KYC credentials are found to be ingenuine or fake.
  2. If You make an incorrect or untrue disclosure of the nature of its business, resulting in a merchant category code violation.
  3. For violation of any of the provisions of these Terms and Conditions.
  4. For violation of any of the provisions of any other agreement that the Merchant has entered into or might enter into with ZyaadaPay; and
  5. For violation of any of the applicable laws by the Merchant.
4. Such right to close, suspend, limit or put on hold the Merchant's access to the account with ZyaadaPay shall continue till such time that the Merchant submits genuine KYC documents or credentials to the satisfaction of the relevant authorities as per the extant rules, regulations or guidelines with regard to KYC, as well as to the satisfaction of ZyaadaPay without prejudice to any other legal remedy that ZyaadaPay is entitled to prefer as per applicable law.
5. It is agreed between the Parties that in the event any amount to be received from the Merchant by ZyaadaPay due to excessive chargeback or refund or any other issues relating to any complaints of the Merchant’s Customers and is over and above the amount which has been withheld by ZyaadaPay, ZyaadaPay shall have a right to raise an invoice relating to such payments to be made and the Merchant agrees to make payments of such invoice within a period of 15 (fifteen) days of receiving the invoice. Such unpaid amounts by the Merchant shall be subject to interest, chargeable at the rate of two percent (2 %) per month after the expiry of 15 days.

Representations & Warranties
1. Each Party represents warrants and undertakes that:
  1. It is duly organized and validly existing under the laws of the jurisdiction in which it is established.
  2. It has the requisite power and authority to execute, deliver and perform this Agreement and that this Agreement has been duly and validly authorized, executed, and delivered by it;
  3. Its obligations hereunder constitute a legal, valid, binding, and enforceable obligations; and
  4. The execution and delivery of this Agreement and the consummation of the transactions contemplated herein do not breach its organizational documents or any law, provisions of any contract or order of court applicable to it and do not require any applicable governmental approval; and
  5. The person executing this Agreement is duly authorized to execute the Agreement for and on behalf of the respective Party and shall have the authority to bind the respective party accordingly.
  6. The Merchant represents, warrants, and declares that it is not engaged in any business which is outlined in the list of negative line of business and shall not during the term of the Agreement indulge in business stated in the list of negative line of business.

Confidentiality
1. Each Party acknowledges and agrees that in connection with this Agreement, the receiving party shall not disclose to any third party any Confidential Information of the disclosing party that it may have access to during and in connection with its performance of Services hereunder. Confidential Information means all information or data of a confidential nature, software code, application, network configuration, documents, accounts, business plans, products, promotional and marketing plans, and processes and/or any other information in whole or in part of either Party.
2. Merchant shall ensure that either the Merchant or any of its employees shall not reverse engineer, decompile or disassemble any software shared/disclosed by ZyaadaPay.
3. Each party acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure of any Confidential Information and that the disclosing party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper.
4. Each party (the receiving party) will notify the other party (the disclosing party) immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the receiving party. The receiving party will cooperate with the other party in every reasonable way to help the disclosing party regain possession of such Confidential Information and prevent its further unauthorized use.
5. The obligations set out in this Clause shall not apply to Confidential Information that:
  1. is or becomes publicly known other than through a breach of the confidentiality obligations as set out in this clause;
  2. is in possession of the receiving Party prior to disclosure by the other Party;
  3. is independently developed by the receiving Party;
  4. needs to be disclosed to professional advisers or in accordance with the order of a competent court or administrative authority;
  5. is hereafter rightfully furnished to such receiving Party by a third party without restriction by that third party on disclosure; or
  6. is required by law, judicial court, recognized stock exchange, government department or agency or other regulatory authority, provided that sufficient notice is given of any such requirement, by the receiving Party to the disclosing Party, in order that the disclosing Party may seek for an appropriate protective order or exemption from such requirement, prior to any disclosure being made by the receiving Party and/or its Affiliates.

Indemnification & Remedy
1. Notwithstanding anything contained in these Terms and Conditions, the Merchant hereby undertakes and agrees to indemnify, protect against liability and hold harmless ZyaadaPay against all actions, proceedings, claims, liabilities (including statutory liabilities), penalties, demands and costs (including without limitation, legal costs of ZyaadaPay on a solicitor/attorney and own client basis), awards, damages, losses and/or expenses, however, arising in relation to any claim or proceeding brought by any person other than a Party to the Agreement against ZyaadaPay in respect of any act, deed, negligence, omission, misrepresentation, default, misconduct, non-performance or fraud by the Merchant, its employees, contractors, agents, Customers or any person other than a Party to the Agreement in relation to services rendered or goods sold by the Merchant;
2. Should any proceedings be undertaken, which may give rise to either party’s liability under this Agreement, the other party shall provide such party with a written notice within a period of 5 days and an opportunity to participate and defend in any such proceedings to represent its interest appropriately.
3. In the event of a dispute raised by either Party in relation to indemnities as stated in this clause, the amount a claimed as indemnities by the indemnified party shall be deposited by the indemnifying party with the arbitrator so appointed in terms of the Agreement on the first hearing of the arbitration to secure the claims of the indemnified party.
4. The clause relating to indemnity shall survive the termination of this Agreement. However, the claims for indemnity should arise before the date of termination of this Agreement. The Parties shall not be entitled to make any claim relating to indemnities after 1 (one) year from the date of termination.

Limitation of Liability
1. Notwithstanding anything stated under this Agreement including the obligation to indemnify the Merchant, the aggregate liability of ZyaadaPay to the Merchant from any cause whatsoever shall not, in any event, exceed the sum equivalent to the preceding one (1) month’s aggregate Consideration earned by ZyaadaPay under this agreement from the date of occurrence of such liability.
2. Provided that ZyaadaPay shall not be liable to the Merchant for any special, incidental, indirect or consequential or direct damages, damages from loss of profits or business opportunities even if the Merchant shall have been advised in advance of the possibility of such loss, cost or damages.
3. In no event shall ZyaadaPay be liable to the Customers or any third party.
4. In no event shall the Escrow/Nodal Bank or the Acquiring Bank be liable to the Merchant in relation to this Terms & Conditions or in relation to any claim by a third party.
5. The ZyaadaPay shall not be liable for any of the following: (a) about which it did not have any actual or constructive knowledge; (b) shall not be liable for any Net Quantifiable Financial Benefit that arises to the Merchant for any loss suffered. The term Net Quantifiable Financial Benefit shall include an amount for which Merchant would otherwise have been accountable to be assessed for taxation is reduced or extinguished because of the matter giving rise to such loss. (c) contingent liability of the Merchant unless such liability becomes due and payable; (d) Merchant shall not be entitled to recover for the same event twice. (f) the amount that is recoverable by the Merchant from an insurance policy or from third parties. (g) the amount for which provision, allowance, or reserve has been made.
6. The Parties shall have rights to mitigate the losses or damages or claims of indemnities either from the Party to the Agreement or from third parties. Parties shall be within their rights to terminate the Agreement without any notice by written communication to mitigate their losses or damages.

Disclaimer
1. ZyaadaPay will make all reasonable efforts to provide uninterrupted service subject to downtime and regular maintenance. However, notwithstanding anything in this Agreement, the Merchant acknowledges that ZyaadaPay Site, ZyaadaPay Services, and the Acquiring Bank’s Services may not be uninterrupted or error-free or free from any virus or other malicious, destructive, or corrupting code, program, or macro and ZyaadaPay and the Acquiring Bank disclaim all warranties, express or implied, written or oral, including but not limited to warranties of merchantability and fitness of the services for a particular purpose.
2. The Merchant also acknowledges that the arrangement between one or more Acquiring Banks and ZyaadaPay may terminate at any time and services of such Acquiring Banks may be withdrawn. ZyaadaPay shall not be liable to the Merchant for any loss or damage whatsoever or howsoever caused or arising, directly or indirectly, including without limitation, because of loss of data; interruption or stoppage to the Customer’s access to and/or use of the Merchant Site, ZyaadaPay Services, interruption or stoppage of ZyaadaPay Site, hacking or unauthorized access to the ZyaadaPay Services, non-availability of connectivity between the Merchant Site and ZyaadaPay Site, etc.
3. ZyaadaPay shall not be responsible for any losses sustained through (i) the use of counterfeit or stolen bank cards, or stolen devices; (ii) fraudulent electronic transactions; or (iv) quality and service-related claims pertaining to the Merchant services.
4. In addition ZyaadaPay and/or Acquiring Banks shall have no liability for any failure or delay in performing its obligations under this facility if such failure or delay: (i) is caused by the Merchant’s acts or omissions; (ii) results from actions taken by ZyaadaPay or the Acquiring Banks in a reasonable good faith to avoid violating a law, rule or regulation of any governmental authority or to prevent fraud on cardholders/accounts; or (iii) is caused by circumstances beyond ZyaadaPay control, including but not limited to vandalism, hacking, theft, phone service disruptions, Internet disruptions, loss of data, extreme or severe weather conditions or any other causes in the nature of Force Majeure event.
5. ZyaadaPay’s sole obligation and the Merchant’s sole and exclusive remedy in the event of an interruption in ZyaadaPay Site, or loss of use and/or access to ZyaadaPay Site, the Acquiring Banks Services, shall be to use all reasonable endeavours to restore the Services as soon as reasonably possible.

Force Majeure
1. Force Majeure shall be any event or occurrence starting after the date of this Agreement, whatever the origin, which cannot be foreseen and is beyond the control of, and cannot be circumvented by the Party affected, and which renders the performance of the obligations impossible, including but not limited to acts of governmental policy/authority, fires, floods, earthquakes or other natural disasters, explosions, general strikes, riots, war (declared and undeclared), rebellion, sabotage, computer hacking, unauthorized access to computer data and storage devices, computer crashes.
2. The party affected by a Force Majeure event shall not be liable to the other party for its delay in the performance of, or non-performance, of its obligations or any part thereof under these Terms and Conditions. The party affected by a Force Majeure event shall give notice of the Force Majeure Event to the other party as soon as possible.

Data Protection
1. The Merchant shall ensure such administrative, technical, physical safeguards and processes, procedures, and checks including to secure the information which is received from any customer in relation to a card as may be required under applicable law and which safeguards shall be equal to or better than:
  1. safeguards currently it has in place for its own data.
  2. generally accepted security standards in the financial services industry
2. The administrative, technical, and physical safeguards, process, procedure and checks as provided for in clause (Data Protection) shall be designed to:
  1. protect the security and confidentiality of the information of the customer in the possession of the Merchant;
  2. ensure protection against any anticipated threats or hazards to the security or confidentiality of the Customer information;
  3. protection against unauthorized access to or use of the information of the customer or associated records which could result in substantial harm or inconvenience to ZyaadaPay; and
  4. ensure the proper and secure disposal of such data;
3. Without limiting the generality of the foregoing, the Merchant shall initiate all measures that a prudent organization, in a similar situation would take to secure and defend its systems that contain the information of the customer, against the ‘hackers’ and who seek without authorization, to modify or access its system or the information of the customer. The Merchant shall periodically test its system for potential areas where it could be breached.
4. The Merchant covenants that it shall take best efforts against:
  1. any unauthorized or unlawful processing or the alteration of the information of the customer in the system of the Merchant.
  2. any resultant loss or destruction of, or damage to, the customer information due to unauthorized processing or alteration; and
  3. unauthorized and accidental access, processing, erasure, transfer, use, modification, or other misuses of information of the customer, and shall ensure that only authorized personnel bound by adequate confidentiality obligation shall have access to the information of the customer on strictly ‘need to know basis’;
5. The Merchant shall ensure that the information of the customer is not mixed or mingled with information of other customers.
6. The Merchant shall be vigilant to report any breach of this clause (Data Protection), all violations of information security, any breaches in the security practice, control process checks of the Merchant, and all suspected security events within 12 hours of such event or breach to ZyaadaPay and shall also immediately intimate all the concerned representatives and employees of ZyaadaPay which interact with the Merchant on regular basis.

Miscellaneous
1. ZyaadaPay may assign, in whole or in part, the benefits or obligations of this Agreement by providing a thirty (30) days prior intimation of such assignment to the Merchant, which shall be binding on the Parties to this Agreement.
2. Unless otherwise expressly stated in this Agreement, the failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.
3. If any provision of this Agreement is or becomes, in whole or in part, invalid or unenforceable but would be valid or enforceable if some part of that provision was deleted, that provision shall apply with such deletions as may be necessary to make it valid. If any Court/Tribunal of competent jurisdiction holds any of the provisions of this Agreement unlawful or otherwise ineffective, the remainder of this Agreement shall remain in full force and the unlawful or otherwise ineffective provision shall be substituted by a new provision reflecting the intent of the provision so substituted.
4. It is agreed and clarified that this Agreement is on a non-exclusive basis and the Parties are at liberty to enter into similar agreements with others.
5. This Agreement constitutes the entire Agreement and understanding between the Parties and supersedes any previous agreement or understanding or promise between the Parties, relating to the subject matter of this Agreement. All Schedules, Recitals and Annexure to this Agreement shall be an integral part of this Agreement and will be in full force and effect as though they were expressly set out in the body of this Agreement.
6. This Agreement shall not be varied, amended or modified by any of the Parties in any manner whatsoever unless such variation, amendment or modification is mutually discussed and agreed to in writing and duly executed by both the Parties.

Attachment A

List of Negative Line of Business

Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services.
Alcohol which includes Alcohol or alcoholic beverages such as beer, liquor, wine, or champagne.
Body parts which includes organs or other body parts.
Bulk marketing tools which includes email lists, software, or other products enabling unsolicited email messages (spam).
Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free.
Child pornography which includes pornographic materials involving minors.
Copyright unlocking devices which includes Mod chips or other devices designed to circumvent copyright protection.
Copyrighted media which includes unauthorized copies of books, music, movies, and other licensed or protected materials.
Copyrighted software which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software.
Counterfeit and unauthorized goods which includes replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association, fake autographs, counterfeit stamps, and other potentially unauthorized goods.
Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms.
Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items.
Endangered species which includes plants, animals or other organisms (including product derivatives) in danger of extinction.
Gaming/gambling which includes lottery tickets (not supported by any of the state governement), sports bets, memberships/ enrolment in online gambling sites, and related content.
Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles.
Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, watomites, or other protected property.
Illegal goods which includes materials, products, or information promoting illegal goods or enabling illegal acts.
Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health fixes.
Offensive goods which includes literature, products or other materials that: a) Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors b) Encourage or incite violent acts c) Promote intolerance or hatred.
Offensive goods, crime which includes crime scene photos or items, such as personal belongings, associated with criminals.
Prescription drugs or herbal drugs or any kind of online pharmacies which includes drugs or other products requiring a prescription by a licensed medical practitioner.
Pyrotechnic devices and hazardous materials which includes fireworks and related goods; toxic, flammable, and radioactive materials and substances.
Regulated goods which includes air bags; batteries containing mercury; Freon or similar substances/refrigerants, chemical/industrial solvents, government uniforms, car titles or logos, license plates, police badges and law enforcement equipment, lock-picking devices, pesticides; postage meters, recalled items, slot machines, surveillance equipment; goods regulated by government or other agency specifications.
Securities, which includes stocks, bonds, or related financial products.
Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products.
Traffic devices which includes radar detectors/ jammers , license plate covers, traffic signal changers, and related products.
Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments.
Wholesale currency which includes discounted currencies or currency exchanges.
Live animals or hides/skins/teeth, nails and other parts etc of animals.
Multi Level Marketing collection fees.
Matrix sites or sites using a matrix scheme approach.
Work-at-home information.
Drop-shipped merchandise.
Any product or service which is not in compliance with all applicable laws and regulations whether federal, state, local or international including the laws of India.
The Merchant shall not sell, purchase, provide or exchange a cardholder’s name or MasterCard / Visa account number information in any form obtained by reason of a MasterCard/ Visa Card transaction to any third party other than its MasterCard/ Visa acquiring Member, or pursuant to a government /statutory or competent body’s request.
Pyrotechnic devices, combustibles, corrosives and hazardous materials which includes explosives, fireworks and related goods; toxic, flammable, and radioactive materials and substances
Regulated goods which includes air bags; batteries containing mercury; Freon or similar substances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license plates; police badges and law enforcement equipment; lock-picking devices; pesticides; postage meters; recalled items; slot machines; surveillance equipment; goods regulated by government or other agency specifications.

Schedule A

General Terms and Conditions to ZyaadaPay Services

The General Terms and Conditions that will govern the ZyaadaPay Services

“Acquiring Banks” shall mean various banks, financial institutions, Card Associations, payment system providers who are defined and licenced under the Payment and Settlement Systems Act, 2007.
“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.
"Authentication" shall mean the process by which the Customer’s identification is authenticated by the Acquiring Banks.
“Agreement” shall mean an agreement executed by and between ZyaadaPay and the Merchant;
“Beneficiaries” means the individuals or businesses (i) to whom the Merchant will make payment by using the ZyaadaPay Services; or (ii) whose account details the Merchants wants to validate via the Verification Suite Services.
“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 ZyaadaPay and/or Acquiring Bank as a Holidays
“ZyaadaPay” shall mean ZyaadaPay a company incorporated in accordance with the provisions of the (Indian) Companies Act, 2013;
“ZyaadaPay Payout Account” shall mean an account held by ZyaadaPay with any of the banks for the purpose of Disbursing the monies maintained by the Merchant to the Beneficiaries Payment Instrument on behalf of the Merchant.
“Consideration” shall mean Transaction Discount Rate or Merchant Discount Rate or Platform Fee as may be agreed in terms of the Agreement by the Parties;
"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 ZyaadaPay from time to time.
“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.
“Chargeback” shall mean an approved and settled Transaction that an Issuer, upon receiving a chargeback request from a Customer, reverses to a Acquiring Bank for the Transaction value to be ultimately reversed to the Customer, subject to the Merchant being unable to provide an explanation along with documentary evidence as to why the chargeback request should be rejected in accordance with applicable laws.
“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, ZyaadaPay Fees as mentioned in Annexure - A” 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.
"Customer" shall mean any person who is availing services or products of the Merchant using ZyaadaPay Services to make the payment/remittance.
“Customer Bank Account” shall mean a bank account or credit/ prepaid/ cash card account of the Customer with Issuer.
“Customer Payment Amount” shall mean the total amount paid by the Customer towards the Merchant Services which will include, inter alia, charges and other taxes, duties, costs, charges, ZyaadaPay Fees and expenses in respect of the Merchant Services.
“ZyaadaPay Platform” a technology platform that connects Acquiring Banks, Merchants and Issuer Banks and facilitates initiation and completion of the Services rendered by ZyaadaPay.
“Credit Card” is a credit card issued by the bank and that bank is a part of the Card Network;
“Delivery” shall mean (i) in respect of a good, delivery of the good by a courier /parcel service appointed by the Merchant or its 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.
“Designated Bank Account” shall mean a bank account designated by the Merchant for settlement of funds;
“Debit Card” is a debit card issued by the bank and that bank is a part of the Card Network;
“Disbursement/Disburse/Disbursing” shall mean the act of ZyaadaPay of sending money to a Payment Instrument of the Beneficiaries at the Instructions of and on behalf of the Merchant via the ZyaadaPay Services.
“Effective Date” shall be the date on which the Merchant and ZyaadaPay agreed to make the Agreement effective.
“eMandate” shall mean the system which facilitates issuance and confirmation of mandate by the Customers through alternate channels to paper-based mandate. The mandate will be routed by the destination bank, after due authentication, to the sponsor bank or by corporate through their sponsor bank to the destination bank with the attributes of customer authentication depending upon the variant of eMandate. The objectives of eMandate are: 1. Creation an authenticated mandate by the Customer himself through electronic channels. 2. Shorter mandate acceptance cycle or auto acceptance of mandates. 3. Secured and assured mandate acceptance e-mandates are initiated by the customer or his banker.
“Escrow/Nodal Account” shall mean an account maintained by ZyaadaPay with any of the scheduled commercial bank for the purpose of pooling the monies collected from Customers on behalf of the Merchant and facilitating the transfer of these funds in final settlement to the Merchant in accordance with the Terms and Conditions;
“Instructions” shall mean the act of the Merchant done in the format specified by ZyaadaPay (as per ZyaadaPay API) to Disburse money or perform actions supported by ZyaadaPay Services.
"Issuer" shall mean a bank or financial institution or other legal entity, with which the Customer has a Net Banking account and/or which has issued the Valid Card to the Customers and/or which has provided loan facility to the Customers (explanation: except for debit card or credit card Transactions, the Issuer of the Customer and the respective Acquiring Bank will be the same).
“Merchant” is an entity that would be party to the Agreement with ZyaadaPay;
“Merchant Discount Rate” shall mean a rate at which settlement amount is discounted and charged to Merchant by ZyaadaPay;
“Merchant Site” shall mean the active website bearing the domain name as specified in Agreement and/or the mobile application, the contents of which are controlled, operated and owned by the Merchant and established for the purposes of enabling the Customers to avail the services offered on the website or mobile application for which the Merchant shall be availing ZyaadaPay Services.
“Merchant Services” the services or products provided by the Merchant through Merchant Site to its Customer/s, the remittance/payment for which is to be made through the Customer’s valid accounts / Card/s or bank account, using ZyaadaPay Services.
“Net Banking” shall mean the facility and internet account provided by the Issuer to Customers holding a bank account or digital wallet account with the Issuers. Provided that the bank account is not listed in current warning or restricted bank account bulletins or notices.
“Outstanding Amount” shall mean the amount payable by the Merchant to ZyaadaPay, Acquiring Banks and/or Customers for any losses, costs, damages, penalties, Chargebacks, Refund, overdraft or credit problems suffered or incurred by the Customers, ZyaadaPay and/or Acquiring Banks; any fees and other payments owed to ZyaadaPay by the Merchant; and any claims or proceedings filed against ZyaadaPay and/or Acquiring Banks by the Customers or any third Party.
“Order” shall mean Customer placing order to purchase the products/services offered for sale by the Merchant.
“Partner” shall mean various banks, financial institutions and other entities engaged with ZyaadaPay to facilitate the Merchant to Disburse the Payout Amount/ payments to the Beneficiaries.
“Payment Aggregation Services” shall mean the payments collection services that are rendered by ZyaadaPay to Merchants by integrating the payments solution on the website or web application of a Merchant.
“Payout Services” shall mean the payment Disbursement services that are provided to the Merchant to Disburse the Payout Amount from a specified bank account to others.
“Payout Amount” shall mean the amount maintained in ZyaadaPay Payout Account in respect of Disbursement to be made to the Beneficiaries minus the TDR and any other charges/fees payable by the Merchant to ZyaadaPay under this Agreement.
“Payment Instruments” shall mean (i) in case of payment aggregation services, any instrument used for making payments by the Customer such as Debit Card, Credit Card, Net Banking, UPI, eMandate etc. and (ii) in case of Payout Services, a bank account, UPI or wallets of beneficiaries that can receive money via Payout Services.
“Platform Fee” shall mean a fee other than the MDR or TDR which is charged by ZyaadaPay for rendering services other than the services relating to transfer of amounts from Issuing Bank to Acquiring Bank and includes services relating to on-boarding of client, facilitating technology for transaction monitoring, facilitating merchant dashboard, resolving complaints and other technology and administrative services.
“Refunds” shall mean the refund as provided for in the Terms & Conditions;
"RBI" shall mean the Reserve Bank of India.
“Services” shall mean and include services in relation to the processing of payments including Payment Aggregation Services and Payout Services or any other ancillary and incidental services rendered thereto to the Merchant by ZyaadaPay with or without the use of ZyaadaPay Platform.
“Settlement Amount” shall mean Customer Payment Amount minus the TDR and any other charges/fees payable by the Merchant to ZyaadaPay under this Agreement.
“Terms & Conditions” shall include the general terms and conditions to the Services and special terms and conditions with regard to a particular Service rendered by ZyaadaPay to the Merchant;
“Token Amount” means a transaction amount as decided between the Parties credited to the Beneficiary’s Payment Instrument through ZyaadaPay Services.
“Transaction" shall mean (i) every payment request/order placed by the Customer on the Merchant Site for purchasing products/services from the Merchant; or (ii) any Disbursement or Verification Services request placed by the Merchant with ZyaadaPay.
“Transaction Discount Rate” or “TDR” shall mean the total fee per transaction agreed between ZyaadaPay and the Merchant as specified in Agreement.
“Third Party” means any entity/person who is not a party to the Agreement.
“Unified Payment Interface” or “UPI” is a payment system that powers multiple bank accounts into a single payment network of any participating bank which permits merging several banking features, seamless fund routing & merchant payments into one hood.
"Valid Card" shall mean any unexpired credit card or debit card which is issued by an Issuer designated to issue a Visa, MasterCard, Visa Electron or a Maestro or cash card, prepaid card, or other cards as may be specified by ZyaadaPay 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.
“Verification Services” shall mean the act of verifying Beneficiaries account or details using Verification Suite.
“Verification Suite” shall mean and include verification services like ‘Bank Account Verification’, ‘PAN Verification’, ‘UPI Verification’, ‘IFSC Verification’, ‘Aadhaar Verification’ and ‘GSTIN Verification’.
“Wallet” is one such pre-paid payment instrument that facilitates the purchase of goods and services against the value stored on these instruments. The value stored on such instruments represents the value paid for by the holders by cash, by debit to a bank account, or by credit card.

SCOPE OF SERVICES
1. ZyaadaPay shall render, and Merchant shall receive the Services for a Consideration agreed in terms of the Agreement executed between the Parties.
2. ZyaadaPay shall render services in accordance with the terms and conditions as set out in this General Terms & Conditions of the Payments Services, Special Terms and Conditions to Payments Aggregation Services and Special Terms and Conditions to Payout Services as the case may me.
3. The General Terms & Conditions to Payments Services, Special Terms, and Conditions to Payments Aggregation Services, and Special Terms and Conditions to Payout Services shall form an integral part of the Agreement between the Parties.
4. In case of conflict between the General Terms and Conditions to Payments Services or Special Terms and Conditions to Payment Aggregation Services, the Special Terms and Conditions to Payment Aggregation Services shall prevail over the General Terms and Conditions to Payments Services.
5. In case of conflict between the General Terms and Conditions to Payments Services or Special Terms and Conditions to Payout Services, the Special Terms and Conditions to Payout Services shall prevail over the General Terms and Conditions to Payments Services.

GRANT OF RIGHTS
1. During the Term for which ZyaadaPay renders Service to the Merchant, ZyaadaPay hereby grants to the Merchant a limited, for India, revocable, non-exclusive, non-transferable, non-sublicensable, non-assignable right and license to access and use application programming interface of ZyaadaPay access to which is made available through ZyaadaPay Platform for a rendition of Services in accordance with the Terms and Conditions set out herein.
2. Except as expressly permitted under these terms and conditions or any other license that may control the source code underlying the Services, Merchant must not itself, not permit any third party to: (a) reproduce, modify, translate, adapt or create derivative work based upon the Services; (b) reverse engineer, decode, decompile, disassemble or otherwise attempt to access or derive the source code or architectural framework of the Services; (c) access the Services for purposes of benchmarking or developing, marketing, selling or distributing any product or service that competes with or include features substantially similar to the Servies; (d) take any action that imposes an unreasonabale or disproportionately heavy load on the Services or its infrastructure or that negatively affects the ability of other to access or use the Services; (d) use the Services in any way that does not comply with all applicable laws and regulations; (f) access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas; (g) attempt to disable or circumvent any security mechanisms used by the Services; or (h) use the Services in a way that poses a risk to ZyaadaPay or the Customer of the Merchant.
3. ZyaadaPay may improve, modify, add or remove functions or features to or from the Services from time to time, with or without notice to the Merchant.
4. The Merchant will ensure that all of its employees and contractors who will be using API are aware of and comply with the terms and conditions set out in this Agreement.
5. Merchant will be liable and responsible for all acts and omissions of any person to whom BaaS Merchant allows access to the ZyaadaPay APIs and Dashboard.
6. Merchant is not permitted to use any application (including its updated and/or any new version of it) in the production environment, unless and until ZyaadaPay has reviewed and approved for moving such application to the production environment and authorized with applicable API Key.

MERCHANT ON-BOARDING
1. The on-boarding of Merchant with ZyaadaPay shall take place in accordance with the guidelines prescribed by the Reserve Bank of India or any other regulator for the time being.
2. The Merchant shall be required to submit to ZyaadaPay all the necessary documents and details as may be required by ZyaadaPay to complete the on-boarding of the Merchant in accordance with the prescribed guidelines.
3. Failure of Merchant to share the required documents or details shall entitle ZyaadaPay to put the on-boarding of the Merchant on hold. ZyaadaPay may also refrain from providing access to the ZyaadaPay Platform in the event, the Merchant fails to provide such documents as required by ZyaadaPay.
4. Merchant shall ensure that the documents so provided are true and correct. Merchant shall also provide for original of the documents so produced to ZyaadaPay to complete the exercise related to on-boarding for verification.
5. ZyaadaPay may choose to call for further or additional documents or require the Merchant to resubmit the document in accordance with the prescribed guidelines for verification of the details of the Merchant during the course of the rendition of Services.
6. ZyaadaPay shall not take any responsibility of verification of the validity or veracity or the genuineness of the documents so submitted.
7. Failure to provide correct details or to not to provide relevant details or to cheat ZyaadaPay to provide Services by providing false information, would entitle ZyaadaPay to terminate the Agreement with immediate effect and without any notice whatsoever. ZyaadaPay shall also be entitled to hold the settlement amount for a period of at least 180 days from the date of termination of Services or until such date that it deems fit and proper whichever date is later.
8. ZyaadaPay shall keep the documents and details submitted to it confidential and shall not disclose such information to any third party except to the law enforcement agencies if such law enforcement agencies call for such information. ZyaadaPay may use the documents and details so submitted for rendering additional Services to the Merchant.
9. The Merchant acknowledges and agrees that ZyaadaPay may use third-party tools for web crawls/ scrape the Merchant Site in order to identify high-risk keywords, collect the registered address, and verify the line of business of the Merchant disclosed to ZyaadaPay among other things.

INTEGRATION WITH ZyaadaPay PLATFORM
1. ZyaadaPay has integrated the ZyaadaPay Platform with several financial institutions. The integration of the ZyaadaPay Platform is done in accordance with the documentation of Application Programming Interface (‘API’) so provided by the financial institutions.
2. Merchant may choose to integrate with the APIs provided by ZyaadaPay in accordance with the documentation provided by ZyaadaPay for such integration. Merchant shall be responsible for such integration with the ZyaadaPay Platform.
3. ZyaadaPay shall be responsible for the maintenance, development, and management of the ZyaadaPay Platform. ZyaadaPay shall also ensure to secure the ZyaadaPay Platform secure in accordance with the prescribed guidelines from time to time by financial institutions or Reserve Bank of India or any other regulator. ZyaadaPay shall ensure to take steps related to business continuity and disaster recovery of the ZyaadaPay Platform in accordance with prescribed guidelines.
4. Merchant shall ensure that its website or its web application is secured in accordance with the prescribed guidelines issued by Reserve Bank of India from time to time. Merchant shall not store any card data on its website or web application. Merchant shall avail tokenization services for processing the transactions.
5. An incident related to breach of data or breach of security shall be informed by the Parties to each other within 24 hrs of such an incident. Parties shall take due steps to ensure that the transactions are monitored for fraud and anti-money laundering activities in accordance with applicable law.
6. Merchant shall ensure that it keeps logs of all the transactions and necessary details about its Customers that are availing goods or services from its platform in a manner prescribed by applicable laws, and it obtains proper consent for use of such information about the Customer for delivery of goods and rendition of services.
7. ZyaadaPay may call upon the Merchant to share the relevant information about the transactions with the Customer or the information gathered by the Merchant about the Customer for its internal audits, or in case such information is required to undertake any investigation about fraud or illegal activity by a law enforcement agency or the regulators.
8. ZyaadaPay shall provide to the Merchant encryption key or an activation key for activation of the Services. Merchant shall not share the encryption key or an activation key with any other person or use the activation key to activate integration on a website or web application or any third party or website other than the website of the Merchant.

COLLECTION AND SETTLEMENT OF FUNDS
1. ZyaadaPay shall collect payments from the Customers of the Merchant in the Escrow / Nodal bank account and settle such amounts in accordance with the prescribed guidelines into the Designated Bank Account of the Merchant.
2. ZyaadaPay shall act only as an intermediary and collect monies from the bank account of the Customer and settle it in accordance with prescribed guidelines in the Designated Bank Account. ZyaadaPay shall not in any manner be responsible for the quality of goods, quantity of goods, quality of services, or defect in goods or deficiencies of services in any manner whatsoever. Merchant shall be solely responsible to its Customer.
3. In the event, Merchant has chosen to avail of the Payout Services then in that event, ZyaadaPay shall transfer the funds on the instructions of the Merchant to third parties. ZyaadaPay shall not be responsible in case funds are settled incorrectly provided ZyaadaPay has followed the instructions of the Merchant correctly,
4. The settlement of funds shall be subject to certain deductions. ZyaadaPay shall be entitled to deduct its Consideration for the rendition of Services, taxes on such Services, Chargebacks, and Refunds from the settlement amount due to the Merchant.

CHARGEBACK
1. ZyaadaPay provides a ZyaadaPay Platform to various Merchants (applications/ websites/ stores/ shops) for accepting money through multiple instruments like UPI, Net Banking, Credit Card, Debit Card, Wallets, etc. In case the transaction don’t successfully go through and the funds are deducted from the Customer’s account, in such case, ZyaadaPay shall support to resolving the disputes within the prescribed turnaround time.
2. The Chargeback shall be processed in the following manner:
  1. Customer to contact his/ her bank to file a dispute;
  2. On receipt of intimation from the acquiring bank, the Company shall create a Dispute ID on behalf of the acquiring Bank and sends a communication to the Merchant.
  3. Merchant shall log in to Application/ web-portal of the Company to see all pending disputes.
  4. Merchant shall upload proof(s) against each new Dispute ID within the timelines given by acquiring bank.
  5. The Company shall review the document and share them with the acquiring Bank on behalf of the Merchant.
  6. Basis the proof(s) submitted, the acquiring Bank may choose to accept or reject the claim.
  7. Acquiring Bank shall inform the Customer and the Company about the final result of the Dispute.
  8. The Company shall mark the status of the dispute as ‘Won’/ ‘Lost’ as per acquiring Bank’s feedback, and shall debit the amount from the respective Merchant if the dispute is lost.
  9. Debit against any lost dispute will be settled with Merchant’s upcoming settlement as per the settlement cycle. However, no debit would be done if the dispute is defended successfully.

REFUNDS
1. Refunds are reversal transactions wherein complete or partial money is moved back to Customer’s source account (account from which actual payment was made) with some exception cases as given below. A refund can only be created for a successful or settled transaction only as per the refund policy of the third-party merchants. A refund arises in the following scenarios:
  1. Customer has changed his mind about the consumption of product pre/ post order delivery.
  2. Refund can be initiated by the Merchant in the following scenarios:
    1. Product/ service is out of stock
    2. Mismatch in transaction status between the Company and Merchant wherein transaction is failed state at Merchant's end but is successful at Company's end
2. The Customer/ Merchant can initiate complete refunds to the Customer’s source account.
3. The process followed for Refunds is as under:
  1. Merchant to initiate refund.
  2. The Company validates the refund against the original order. These are basic validations like a cumulative refund on this order i.e. order value, the order is not more than a year old etc or as per the merchant refund policy;
  3. Sync confirmation after validation of refund is provided in response to the request.
  4. Once the refund is validated at Company’s end, the Company deducts the refund amount from the Merchant’s pending settlement amount.
  5. The Company initiates the refund to the Bank. Apart from net banking refunds as it is instant in nature, most of the net banking refunds are file-based and hence, are sent to the Bank on the next working day.
  6. Once the Bank accepts the refund, the Company sends the message ‘Success Refund’ to the Merchant. This depicts that a refund has been initiated.
  7. Bank credits the customer's source account with the refund amount.
  8. There are some exception cases where a refund is not processed in the customer source account/mode when source account/mode is closed, wallet limit exhaust, customer requested to get a refund in a different account and when order is old and hence automatic refund couldn’t be processed in the source.

ZyaadaPay FEE
1. Merchant shall pay and ZyaadaPay shall receive Consideration for Services rendered in accordance with the terms of the Agreement. The rate at which the Merchant Discount Rate or the Transaction Discount Rate or the Platform fee shall be agreed by the Merchant and ZyaadaPay in terms of the Agreement. The TDR/ Consideration shall be deducted from the Settlement Amount or ZyaadaPay Payout Account (as applicable) for the Transactions made using ZyaadaPay Services.
2. The Consideration shall be exclusive of the tax applicable on such Consideration and such tax shall be charged in addition to the Consideration by ZyaadaPay.
3. ZyaadaPay undertakes to comply with all the compliances mandated under the GST as may be applicable on ZyaadaPay as and when the same are implemented by the relevant government authority including timely deposit of GST to the government and maintaining appropriate compliance rating.
4. The Consideration shall be deducted from the amount so collected on behalf of the Merchant before the amount so collected from the Customer is settled in the Designated Bank Account.
5. In addition to the Consideration, ZyaadaPay shall be entitled to charge a penalty, fine, or additional liability imposed by the law enforcement authorities including tax authorities or regulators upon ZyaadaPay because of the act of the Merchant.

REDRESSAL
1. The grievance of the Merchant shall be addressed in accordance with the internal Merchant Grievance Redressal Policy.
2. The grievance of a Customer of the Merchant shall be shared with the Merchant within a reasonable time. In the event, a Customer grievance is raised through a legal enforcement agency then in that case ZyaadaPay shall take steps as instructed by the legal enforcement agencies to address the complaint. In the event, ZyaadaPay had to reverse the transaction, it would adjust the said amount from the settlement amount receivable by Merchant.

REJECTION / CANCELLATION / WITHHOLDING
1. Rejection
  1. Notwithstanding anything contained anywhere in this Agreement, the Merchant hereby fully confirms and agrees that ZyaadaPay reserve the right to reject payments prior to Authorisation in the following situations:
    1. The Transaction is for any reason unlawful, unenforceable, doubtful, or erroneous.
    2. Any Transaction made through a card outside the territory authorized for the use of the card.
    3. Any Transaction cancelled due to a very high-risk score discovered using ZyaadaPay fraud mitigations tools.
    4. The Transaction not having obtained a necessary Authorisation/Authentication as required to be obtained in terms of this Agreement.
    5. The Customer’s name or account number or any other necessary details is found to be omitted or incomplete.
    6. ZyaadaPay is of the opinion that there are suspicious circumstances surrounding the Transaction.
    7. If the Transaction was not made in accordance with the requirements API requirements of ZyaadaPay.
  2. Payments can be rejected by Acquiring Bank/Issuers post Authorization and prior to settlement in the following circumstances:
    1. The second or subsequent debt amount in case Transaction is debited more than once from Customer Bank Account.
    2. Authorisation canceled Transaction.
    3. Withheld Transaction found to be fraudulent or invalid.
    4. Refund Transactions
2. Cancellation
  1. Pre-Authorisation Cancellation: This is a paid service offered by ZyaadaPay and shall be applicable only if this service is explicitly enabled by the Merchant. This service implies the process of unblocking the Transaction amount earlier blocked by the Acquiring Bank/Issuer from the Customer Valid card/Bank Account before that amount is settled into ZyaadaPay Escrow/Nodal Account. Following are the situations where Pre-Authorisation Cancellation may take place:
    1. Acquiring Bank initiated the Pre-Authorisation Cancellation for any reason/cause whatsoever.
    2. Merchant initiated Pre-Authorisation Cancellation showing his inability to make Delivery of the Products.
3. Withholding
  1. All Settlement Amount due to the Merchant under this Agreement may be withheld or delayed till such time as ZyaadaPay, the Acquiring Banks and/or Escrow/Nodal bank deems fit, if
    1. The Merchant or its Customer or a third party commits any fraud or violates any applicable law or legal requirement;
    2. ZyaadaPay and/or the Acquiring Banks have reasons to believe that a fraud has been committed against the Customers, ZyaadaPay, Acquiring Banks or any third party by the Merchant, its 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;
    3. The Merchant has excessive pending Chargebacks or poses high Chargeback and/or refund Risk;
    4. Continuous non-delivery or delayed Delivery of Merchant’s Services to Customers; or
    5. For any other reasonable reasons. In the event of suspended or delayed payments mentioned above, ZyaadaPay shall promptly intimate the same to the Merchant. Also, ZyaadaPay may impose transaction limits either temporarily or permanently in order to reduce reasonable apprehension of risk or loss under varying circumstances.

FRADULENT TRANSACTIONS
1. In the event, that ZyaadaPay is intimated, by the Acquiring Bank or a Card Association, that a Customer has reported an unauthorized debit of the Customer's payment instrument or the Merchant has by way of fraud against the Customer made the Customer do an unauthorized debit ("Fraudulent Transaction"), then ZyaadaPay shall be entitled to suspend the settlement of the amount associated with the Fraudulent Transaction during the pendency of inquiries, investigations, and resolution thereof by the Acquiring Bank or the Card Payment Network. If the Fraudulent Transaction results in a Chargeback, then the Chargeback shall be resolved in accordance with the provisions relating to Chargeback as set out under these Terms and Conditions.
2. Further, ZyaadaPay also reserves the right to close, suspend, limit or put on hold the Merchant’s access to the account with ZyaadaPay and/ or the funds available therein, including Settlements Amount under inter alia the following scenarios:
  1. If such Merchant's KYC credentials are found to be ingenuine or fake.
  2. If the Merchant makes incorrect or untrue disclosure of the nature of its business, resulting in a merchant category code violation.
  3. For violation of any of the provisions of the Terms and Conditions.
  4. For violation of any of the provisions of any other agreement that the Merchant has entered into or might enter into with ZyaadaPay; and
  5. For violation of any of the applicable laws by the Merchant.
  6. Such right to close, suspend, limit or put on hold the Merchant's access to the account with ZyaadaPay shall continue till such time that the Merchant submits genuine KYC documents or credentials to the satisfaction of the relevant authorities as per the extant rules, regulations or guidelines with regard to KYC, as well as to the satisfaction of ZyaadaPay without prejudice to any other legal remedy that ZyaadaPay is entitled to prefer as per applicable law.
3. It is agreed between the Parties that in the event any amount to be received from the Merchant by ZyaadaPay due to excessive chargeback or refund or any other issues relating to any complaints of the Merchant’s Customers and is over and above the amount which has been withheld by ZyaadaPay, ZyaadaPay shall have a right to raise an invoice relating to such payments to be made and the Merchant agrees to make payments of such invoice within a period of 15 (fifteen) days of receiving the invoice. Such unpaid amounts by the Merchant shall be subject to an interest, chargeable at the rate of two percent (2 %) per month after the expiry of 15 days.

DEDUCTIONS
1. ZyaadaPay is hereby authorised and entitled to debit the Settlement Amount for any Outstanding Amount payable by Merchant to ZyaadaPay in terms of this Agreement (in short as “Deductions”). The said payments shall not be dependent upon or conditional to Merchant obtaining payment whether through ZyaadaPay/Escrow/Nodal Bank or otherwise from Customers in respect of the Merchant’s Services and/or irrespective of whether Merchant complies with the Order placed by Customer with Merchant. Merchant agrees and undertakes to execute all authorizations and writings as may be required in this regard by ZyaadaPay from time to time and shall ensure that there are always sufficient funds in the Merchant’s Account. ZyaadaPay shall also debit the amounts erroneously paid in excess to the Merchant.

DISBURSEMENT
1. ZyaadaPay shall enable Disbursement to the Beneficiary through api calls and such api calls will be authorised by the Merchant.
2. The Merchant acknowledges that for availing ZyaadaPay Services, ZyaadaPay may designate a Merchant Payout Account where the Merchant shall maintain and provide sufficient funds to liquidate payment obligations of the Merchant of Disbursing the monies to the Beneficiaries or performing the Verification Services via the Verification Suite. The Merchant shall be solely responsible for recharging and maintaining sufficient funds in the Merchant Payout Account to enable ZyaadaPay to provide ZyaadaPay Services. In the event the funds in the Merchant Payout Account for the Disbursement falls deficit, ZyaadaPay shall not be liable to process any Disbursement Instruction by the Merchant.
3. Merchant shall Disburse the money to the Beneficiary through the dashboard / ZyaadaPay platform made available to the Merchant after enterig all the necessary details of its Beneficiaries. The details of the Beneficiaries shall be in such format as may be provided on the dashboard / ZyaadaPay Platform. ZyaadaPay in case of payouts acts as a mere technology service provider to the Merchant.
4. The Merchant shall process the Disbursement and/ or perform Verification Services via the Verification Suite throught he dashboard or the ZyaadaPay Platform . As the ZyaadaPay does not interefere with the dashboard or the ZyaadaPay Platform, ZyaadaPay shall not be held liable for any error, omission, negligence, or delay in connection with the details of the Beneficiaries and Instructions provided by the Merchant.
5. The Merchant agrees to conform to the prescribed authentication technologies and security measures (as per ZyaadaPay’s API specifications) required for providing operating the dashboard and getting access to the ZyaadaPay Platform and undertakes to take all reasonable steps to ensure that the accuracy, completeness, authenticity, and security of the details provided is not tampered or violated.
6. The ZyaadaPay shall not be liable in case the Instructions provided on the Dashboard or the Cahsfree Platform are incorrect and tranasction does to go through to the desirable beneficiaries. The Merchant agrees that record of such Instructions on the dashboard or the ZyaadaPay platform and the contents thereof shall be proof of the Merchant's Instruction and shall be binding on the Merchant and the Merchant shall not contest or dispute the same in any manner whatsoever. The Merchant shall keep ZyaadaPay indemnified against any loss or damage that ZyaadaPay may suffer due to any such Instruction/ information or by the action of another Party.
7. The Merchant agrees that ZyaadaPay shall have an indisputable right to file a funds reversal request with the Partners as per applicable law.
8. The Merchant shall ensure that it obtains an authorization/consent from each Beneficiary for the Verification Services to be carried by ZyaadaPay in the due course of providing the ZyaadaPay Services and based on the said representation by the Merchant, ZyaadaPay has agreed to provide such services hereunder. Additionally, the Merchant shall provide ZyaadaPay a copy of the consent or any other proof evidencing each Beneficiary’s such grant of consent (in a form and manner, prescribed under Applicable Law) as and when requested by ZyaadaPay. In case the Merchant fails to provide proof of such Customer consent and consequently any penalty is levied upon ZyaadaPay by any Partners, the Merchant hereby agrees to fully indemnify ZyaadaPay for such penalty that may be imposed upon ZyaadaPay which is solely attributable to the Merchant’s failure to provide proof of Customer consent.

AUDIT
1. Except as required by applicable law, the Merchant shall be solely responsible for: (a) compiling and retaining permanent records of all Transactions and other data and (b) reconciling all Transaction information that is associated with its Customers.
2. The Merchant shall maintain records of such periodical checks in such manner as may be specified by ZyaadaPay and/or Acquiring Banks. ZyaadaPay and/or Acquiring Banks shall be entitled to check and audit records and statements of the Merchant to ensure compliance with the Merchant’s obligations under this Agreement at such intervals or times as ZyaadaPay and/or Acquiring Bank may deem fit. Such periodical checks and audit shall be conducted by ZyaadaPay with prior written notice of 15 (fifteen) days.
3. The Merchant shall also permit the authorised representatives of ZyaadaPay and/or the Acquiring Banks to carry out physical inspections of the place(s) of business or other facilities of the Merchant to verify if the Merchant follows its obligations hereunder.
4. If the Merchant refuses such inspection or provides inaccurate, untrue, or incomplete information, or fails to comply with the Terms and Conditions of this Agreement, ZyaadaPay reserves the right to suspend or terminate the ZyaadaPay Services forthwith.
5. Merchant shall comply with the required standards as prescribed under applicable law relating to cyber security. ZyaadaPay or Acquiring Bank or the Regulator may either on its own or through third party agencies undertake inspection of the information technology infrastructure of the Merchant to the extend to ensure that the Merchants information technology infrastructure complies with the applicable law relating to cyber security.

OBLIGATIONS OF MERCHANT
1. The Merchant agrees to process returns of, and provide refunds and adjustments for, Merchant’s Services sold and/or payment collected through its Merchant Site in accordance with terms of the agreement signed with the Customer, the Acquiring Banks instructions and Card Association Rules.
2. The Merchant understands that all refunds must be routed through the same Acquiring Bank payment gateway through which the Transaction was made. In the event that the Merchant initiates refunds through any other mode, the Merchant shall be fully liable for all Chargebacks raised in respect of the Transaction refunded.
3. The Merchant shall ensure that ZyaadaPay at all times have sufficient funds of the Merchant to process refunds initiated. ZyaadaPay shall not be liable to process any refund initiated in the event of insufficient funds.
4. The Merchant understands that no refund shall be processed by ZyaadaPay after a period of 180 days from the date of the Transaction.
5. The Merchant shall:
  1. maintain a fair return, cancellation or adjustment policy in accordance with type of business;
  2. disclose its return or cancellation policy to Customers at the time of purchase,
  3. not give cash refunds to a Customer in connection with a card sale, unless required by law, and
  4. not accept cash or any other item of value for preparing a card sale refund.
6. It is hereby agreed and acknowledged by the Parties that the Consideration charged by ZyaadaPay in respect of a Transaction that has been confirmed shall not be refunded or repaid by ZyaadaPay to the Merchant or any other person irrespective of the Customer Payment Amount being rejected, Chargeback, refunded or disputed.
7. The Merchant is solely responsible for all Customer service issues relating to the Transaction, Merchant’s Services sold on its Merchant Site including but not limited to Customer Payment Amount, order fulfillment, order cancellation, returns, refunds and adjustments, rebates, functionality and warranty, technical support and feedback concerning experiences with its personnels, policies or processes. In performing Customer service, the Merchant will always present itself as a separate entity from ZyaadaPay.
8. Under no circumstances shall ZyaadaPay be responsible for customer support to the Customer or any third party.
9. The Merchant agrees to notify ZyaadaPay of any Third-Party claim that the Merchant’s use of the ZyaadaPay Services conflicts with or infringes upon or violates any rights of such Third Party.
10. Merchant agrees and acknowledges that ZyaadaPay is not bound to provide any support services on termination of these Terms and Conditions.
11. Merchant undertakes to provide all the information and assistance as is required by ZyaadaPay or if the same is required to be provided to government or judicial/quasi-judicial authorities by ZyaadaPay.
12. Merchant undertakes not to offer any products, which are illegal or offensive or prohibited as per the list provided in Annexure A and/or are not in compliance with applicable laws, rules, and regulations prescribed by any regulatory authorities in India.
13. In addition, Merchant undertakes to comply with and shall ensure compliance by the Customers with all applicable guidelines, rules, regulations issued by RBI and our Acquiring Banks and/or Card Associations. Merchant agrees and understands that ZyaadaPay reserves the right to suspend Settlement Amount and/or ZyaadaPay Services until such time that Merchant does not discontinue selling such prohibited products or does not conform to all applicable laws and regulations in force from time to time. In addition, ZyaadaPay reserves the right to terminate this Agreement without further notice in the case of breach of this Clause by the Merchant.
14. The Merchant agrees to fully comply with all programs, guidelines, requirements that may be published and/ or mandated by the Card Association.
15. Notwithstanding ZyaadaPay’s assistance in understanding the Card Association Rules, the Merchant expressly acknowledge and agree that the Merchant assuming the risk of compliance with all provisions of the Card Association Rules, regardless of whether the Merchant is aware of or have access to those provisions.
16. MasterCard, Visa and American Express make excerpts of their respective rules available on their internet sites.
17. In the event of the Merchant’s non-compliance of Card Association Rules, results in any fines, penalties or other amounts being levied on or demanded from ZyaadaPay by a Card Association, then without prejudice to ZyaadaPay’s other rights hereunder, the Merchant shall forthwith reimburse ZyaadaPay in an amount equal to the fines, penalties or other amount so levied or demanded or spent by us in any manner in relation to such fines, penalties and levies.
18. The Merchant undertakes and agrees to be solely responsible for obtaining permission from its sub-merchants, Customers or any clients for ZyaadaPay to effect recurring billing and for debiting their respective accounts. It is agreed between the Parties that ZyaadaPay shall not be responsible for any claims from any of the Merchant’s sub-merchants, Customers or any claims against ZyaadaPay for debiting their respective accounts in respect of the recurring billing.
19. The Merchant shall be solely responsible for the accuracy of all information and/or validity of the prices and any other charges and/or other information relating to the Merchant’s Services, which are offered on its Merchant Site.
20. The Merchant shall be responsible to resolve all cardholder/customer account holder disputes and provide whatever assistance necessary to assist the Acquiring Banks, Card Associations and ZyaadaPay deal with all cardholder/customer account holder disputes at its own cost.
21. The Merchant authorises ZyaadaPay to share KYC details collected from the Merchant and Transaction data and Customer information (if any) with the respective Acquiring Banks and Card Associations.
22. The Merchant shall maintain and run the Merchant Site as a part of its business and shall ensure that the Merchant Site does not contain libelous, defamatory, obscene, pornographic or profane material or any instructions that may cause harm to ZyaadaPay, the Acquiring Banks, Card Associations and/or any other Third Party.
23. The Merchant shall not require the Customer to provide the Merchant with any details of the accounts held by it with Issuer. The Merchant shall not input any data on behalf of the Customers on the Merchant Site or the Acquiring Bank, failing which it will be considered as breach of trust of ZyaadaPay and/or of the Acquiring Bank.
24. The Merchant shall ensure to keep confidential, all information submitted by the Customers on the Merchant Site. The Customer shall not be required or asked to disclose any confidential or personal data, which may be prejudicial to interests of the Customer.
25. The Merchant shall not store/save any Customer’s card details/credentials and such related data within its database or any other server accessed irrespective of the Merchant being PCI-DSS compliant or otherwise. The Merchant shall be liable to comply with existing data privacy regulations from time to time.
26. The Merchant shall in writing inform ZyaadaPay of all changes in its constitution, Authorized Signatory/directors/partners/trustees, or change in the current addresses of each office, within seven (7) Business Days of such change having taken place listing out the names and details of the personnel in charge of the management and affairs of the Merchant. Such intimation shall be provided on the Merchant’s letterhead signed by the authorized signatory of the Merchant.
27. The Merchant shall not engage in activities that harm the business and/or brand of ZyaadaPay, the Acquiring Banks and/or Card Associations and shall not have any malafide intention of duping Customers or do not sell fake/counterfeit products.
28. The Merchant hereby agrees that it shall bear and be responsible for the payment of all relevant taxes, surcharge, levies etc. (including withholding taxes) in relation to the Customer Payment Amount and ZyaadaPay Services provided under this Agreement.
29. The Merchant agrees to provide to ZyaadaPay or Acquiring Banks all documents such as invoice, purchase orders, Delivery challan or any other proofs as may be required to evidence the transactions carried out. Such documents shall be provided by the Merchant within 24 hours of ZyaadaPay / Acquiring Banks requesting for the same. In the event the Merchant fails to provide such documents, the Merchant agrees that ZyaadaPay shall have the right to withhold the settlements to the Merchant, pending enquiries by the Acquiring Bank and till the resolution of such issues.
30. The Merchant shall ensure that appropriate cancellation policy, refund policy, privacy policies, disclosures/disclaimers, terms of use pertaining to the Merchant Site, the terms of the Merchant’s Services provided by the Merchant and terms of paying the Customer Payment Amount are displayed conspicuously on the Merchant Site in accordance with the terms of this Agreement (collectively “Merchant Terms and Conditions”).
31. The Merchant shall prior to accepting any instructions from the Customers ensure that the Customers are duly registered on the Merchant Site and the Customers accepts all the Merchant Terms and Conditions. The Merchant undertakes and agrees to adhere with applicable laws, rules and regulation prescribed for its business activity.
32. The Merchant shall prominently display in its Terms and Conditions about the usage and applicability of its services according to the law of land for its Customers. ZyaadaPay reserves the right to inspect the Merchant Terms and Conditions at any times.
33. The Merchant unconditionally agrees and undertakes that it is compliant with and shall do/ undertake all acts necessary to continue to be compliant with the provisions of all applicable laws of its specific jurisdiction, including but not limited to the provisions of the RBI Guidelines on Regulation of Payment Aggregators and Payment Gateways, Payment and Settlement Systems Act, 2007, Prevention of Money Laundering Act, 2002, FEMA 1999, Know Your Customer (KYC) / Anti-Money Laundering (AML) / Combating Financing of Terrorism (CFT) guidelines issued by the Department of Regulation, RBI etc., that may be applicable to the Merchant in connection with its business and use of ZyaadaPay Services.
34. The Merchant agrees that ZyaadaPay reserves a right to suspend the payment and/or ZyaadaPay Services provided herein, forthwith, in event the Merchant fails to observe the Terms and Conditions herein.
35. The Merchant undertakes and agrees to be solely responsible for the accuracy of all information and details of the Beneficiaries. It is agreed between the Parties that ZyaadaPay shall not be responsible for any claims from any of the Beneficiaries or Merchant due to any error, delay, omission by the Merchant with respect to the Instructions and details/information of the Beneficiaries. ZyaadaPay shall not be responsible to verify any information and details of the Beneficiaries relating to the ZyaadaPay Services. ZyaadaPay shall assume that information and details of the Beneficiaries are correct and accordingly ZyaadaPay shall perform the Services, in accordance with this Agreement.
36. The Merchant authorises ZyaadaPay to share Customer information/data with the Partners necessary to provide the ZyaadaPay Services.

REPRESENTATION AND WARRANTIES
Each Party represents warrants and undertakes that:
1. It is duly organized and validly existing under the laws of the jurisdiction in which it is established.
2. It has the requisite power and authority to execute, deliver and perform this Agreement and that this Agreement has been duly and validly authorized, executed, and delivered by it;
3. Its obligations hereunder constitute legal, valid, binding, and enforceable obligations; and
4. The execution and delivery of this Agreement and the consummation of the transactions contemplated herein do not breach its organizational documents or any law, provisions of any contract or order of court applicable to it and do not require any applicable governmental approval; and
5. The person executing this Agreement is duly authorized to execute the Agreement for and on behalf of the respective Party and shall have the authority to bind the respective Party accordingly.
6. The Merchant represents, warrants and declare that it is not engaged in any business which is outlined in the list of negative line of business and shall not during the term of the Agreement indulge in business stated in the list of negative line of business.
7. ZyaadaPay shall remain certified Payment Card Industry Data Security Standard (“PCI DSS”) during the term of this Agreement.
8. ZyaadaPay shall comply with all Applicable Laws including the applicable data privacy laws and Information Technology Act, 2000.
9. To provide ZyaadaPay Services under this Agreement, ZyaadaPay has entered into agreements with Issuers, and Acquiring Banks.
10. ZyaadaPay shall not store Customer card credentials within its database or the server which is accessed by the Merchant except for the limited purpose of transaction tracking for which, required credentials may be stored in compliance with the applicable standards.

CONFIDENTIALITY
1. Each Party acknowledges and agrees that in connection with this Agreement, the receiving party shall not disclose to any third party any Confidential Information of the disclosing party that it may have access to during and in connection with its performance of Services hereunder. Confidential Information means all information or data of a confidential nature, software code, application, network configuration, documents, accounts, business plans, products, promotional and marketing plans, and processes and/or any other information in whole or in part of either Party.
2. Merchant shall ensure that either the Merchant or any of its employees shall not reverse engineer, decompile or disassemble any software shared/disclosed by ZyaadaPay.
3. Each party acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure of any Confidential Information and that the disclosing party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper.
4. Each party (the receiving party) will notify the other party (the disclosing party) immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the receiving party. The receiving party will cooperate with the other party in every reasonable way to help the disclosing party regain possession of such Confidential Information and prevent its further unauthorized use.
5. The obligations set out in this Clause shall not apply to Confidential Information that:
  1. is or becomes publicly known other than through a breach of the confidentiality obligations as set out in this clause;
  2. is in possession of the receiving Party prior to disclosure by the other Party;
  3. is independently developed by the receiving Party;
  4. needs to be disclosed to professional advisers or in accordance with the order of a competent court or administrative authority;
  5. is hereafter rightfully furnished to such receiving Party by a third party without restriction by that third party on disclosure; or
  6. is required by law, judicial court, recognized stock exchange, government department or agency or other regulatory authority, provided that sufficient notice is given of any such requirement, by the receiving Party to the disclosing Party, in order that the disclosing Party may seek for an appropriate protective order or exemption from such requirement, prior to any disclosure being made by the receiving Party and/or its Affiliates.
  7. Such obligation of confidentiality shall continue for a period of 1 (one) year after the termination or expiry of the Agreement between the Parties.

INTELLECTUAL PROPERTY
1. Each Party acknowledges that any trademarks used or adopted by a Party in the conduct of its business is the sole property of the respective owners.
2. Except as expressly set out in this Agreement no assignment of or license under any trademark or service mark or any other Intellectual Property Right, whether registered or not, owned or controlled by a Party is granted to the other by this Agreement. “Intellectual Property Right” means any and all patents, copyrights, trade secret rights, trademark rights, design rights, software code and other proprietary or similar rights in intellectual property, existing now or in the future, including the rights to secure registrations, renewals and extensions thereof.
3. Nothing contained herein shall authorize the Parties to use, apply, invade or in any manner exploit or infringe the Intellectual Property Rights of the other Parties without prior written consent of the other Party, and the usage shall be in compliance with this Agreement and such approval and policies as may be notified from time to time. In addition, the Parties undertake not to infringe the intellectual property rights of any third party.
4. No Party may, under any circumstances, seek to register any trademark, business name, business processes, inventions, company name, domain name using or incorporating the Intellectual Property of the other Party.
5. Each Party acknowledges that upon expiry or termination of this agreement, it shall have no right whatsoever in connection with the Intellectual Property of the other Party.
6. It is agreed between the Parties that during the Term any promotion or publicity of the Service would always carry ‘Merchant’ and ‘ZyaadaPay’ service mark or the appropriate Merchant and ZyaadaPay marks as may be agreed between the Parties.
7. This Clause shall survive the termination or expiry of this Agreement.

INDEMNIFICATION AND REMEDY
1. Notwithstanding anything contained in these Terms and Conditions, the Merchant hereby undertakes and agrees to indemnify, protect against liability and hold harmless ZyaadaPay against all actions, proceedings, claims, liabilities (including statutory liabilities), penalties, demands and costs (including without limitation, legal costs of ZyaadaPay on a solicitor/attorney and own client basis), awards, damages, losses and/or expenses, however, arising in relation to any claim or proceeding brought by any person other than a Party to the Agreement including but not limited to banks or other partners in the payments eco-system, law enforcement authorities and regulators against ZyaadaPay in respect of any act, deed, negligence, omission, misrepresentation, default, misconduct, non-performance or fraud by the Merchant, its employees, contractors, agents, Customers or any person other than a Party to the Agreement in relation to services rendered or goods sold by the Merchant;
2. Notwithstanding anything contained in these Terms and Conditions, ZyaadaPay hereby undertakes and agrees to indemnify, protect against liability and hold harmless Merchant against all actions, proceedings, claims, liabilities (including statutory liabilities), penalties, demands and costs (including without limitation, legal costs of Merchant on a solicitor/attorney and own client basis), awards, damages, losses and/or expenses, however, arising in relation to any claim or proceeding brought by any person other than a Party to the Agreement against ZyaadaPay in respect of any act, deed, negligence, omission, misrepresentation, default, misconduct, non-performance or any person other than a Party to the Agreement in relation to services rendered by ZyaadaPay to the Merchant;
3. Should any proceedings be undertaken, which may give rise to either party’s liability under this Agreement, the other party shall provide such party with a written notice within a period of 5 days and an opportunity to participate and defend in any such proceedings to represent its interest appropriately.
4. In the event of a dispute raised by either Party in relation to indemnities as stated in this clause, the amount a claimed as indemnities by the indemnified party shall be deposited by the indemnifying party with the arbitrator so appointed in terms of the Agreement on the first hearing of the arbitration to secure the claims of the indemnified party.
5. The clause relating to indemnity shall survive the termination of this Agreement. However, the claims for indemnity should arise before the date of termination of this Agreement. The Parties shall not be entitled to make any claim relating to indemnities after 1 (one) year from the date of termination.
6. Notwithstanding anything contained herein, ZyaadaPay has a right to withhold or set off its claims of indemnity from the outstanding settlement amount or any other amount which is with ZyaadaPay immediately upon raising the claim of indemnity.

LIMITATION OF LIABILITY
1. Notwithstanding anything stated under this Agreement including the obligation to indemnify the Merchant, the aggregate liability of ZyaadaPay to the Merchant from any cause whatsoever shall not, in any event, exceed the sum equivalent to the preceding one (1) month’s aggregate Consideration earned by ZyaadaPay under this agreement from the date of occurrence of such liability.
2. Provided that ZyaadaPay shall not be liable to the Merchant for any special, incidental, indirect or consequential, or direct damages, damages from loss of profits or business opportunities even if the Merchant shall have been advised in advance of the possibility of such loss, cost or damages.
3. In no event shall ZyaadaPay be liable to the Customers or any third party.
4. In no event shall the Escrow/Nodal Bank or the Acquiring Bank be liable to the Merchant in relation to this Terms & Conditions or in relation to any claim by a third party.
5. The ZyaadaPay shall not be liable for any of the following: (a) about which it did not have any actual or constructive knowledge; (b) shall not be liable for any Net Quantifiable Financial Benefit that arises to the Merchant for any loss suffered. The term Net Quantifiable Financial Benefit shall include an amount for which Merchant would otherwise have been accountable to be assessed for taxation is reduced or extinguished because of the matter giving rise to such loss. (c) contingent liability of the Merchant unless such liability becomes due and payable; (d) Merchant shall not be entitled to recover for the same event twice. (f) the amount that is recoverable by the Merchant from an insurance policy or from third parties. (g) the amount for which provision, allowance or reserve has been made.
6. The Parties shall have rights to mitigate the losses or damages or claims of indemnities either from the Party to the Agreement or from third parties. Parties shall be within their rights to terminate the Agreement without any notice by written communication to mitigate their losses or damages.
7. Merchant shall have the right to pursue the only remedy of seeking indemnity as set out in these Terms & Conditions for claiming damages or losses of any nature whatsoever.

DISCLAIMER
1. ZyaadaPay will make all reasonable efforts to provide uninterrupted service subject to downtime and regular maintenance. However, notwithstanding anything in this Agreement, the Merchant acknowledges that ZyaadaPay Site, ZyaadaPay Services, and the Acquiring Bank's Services may not be uninterrupted or error-free or free from any virus or other malicious, destructive or corrupting code, program or macro and ZyaadaPay and the Acquiring Bank disclaim all warranties, express or implied, written or oral, including but not limited to warranties of merchantability and fitness of the services for a particular purpose.
2. The Merchant also acknowledges that the arrangement between one or more Acquiring Banks and ZyaadaPay may terminate at any time and services of such Acquiring Banks may be withdrawn. ZyaadaPay shall not be liable to the Merchant for any loss or damage whatsoever or howsoever caused or arising, directly or indirectly, including without limitation, because of loss of data; interruption or stoppage to the Customer's access to and/or use of the Merchant Site, ZyaadaPay Services, interruption or stoppage of ZyaadaPay Site, hacking or unauthorized access to the ZyaadaPay Services, non-availability of connectivity between the Merchant Site and ZyaadaPay Site, etc.
3. ZyaadaPay shall not be responsible for any losses sustained through (i) the use of counterfeit or stolen bank cards, or stolen devices; (ii) fraudulent electronic transactions; or (iv) quality and service-related claims pertaining to the Merchant services.
4. In addition ZyaadaPay and/or Acquiring Banks shall have no liability for any failure or delay in performing its obligations under this facility if such failure or delay: (i) is caused by the Merchant's acts or omissions; (ii) results from actions taken by ZyaadaPay or the Acquiring Banks in a reasonable good faith to avoid violating a law, rule or regulation of any governmental authority or to prevent fraud on cardholders/accounts; or (iii) is caused by circumstances beyond ZyaadaPay control, including but not limited to vandalism, hacking, theft, phone service disruptions, Internet disruptions, loss of data, extreme or severe weather conditions or any other causes in the nature of Force Majeure event.
5. ZyaadaPay's sole obligation and the Merchant's sole and exclusive remedy in the event of an interruption in ZyaadaPay Site, or loss of use and/or access to ZyaadaPay Site, the Acquiring Banks Services, shall be to use all reasonable endeavours to restore the Services as soon as reasonably possible.

TERM
1. This Agreement shall be in effect from the Effective Date. unless terminated by either Party by giving 30 days prior notice to the other Party.

TERMINATION
1. Each of the Parties is entitled to terminate this Agreement, at its option by giving a notice of not less than thirty (30) days in writing to the other Party.
2. If there is a breach of this Agreement by either Party (breaching Party), the non-breaching Party shall give written notice of fifteen (15) days to the breaching Party to cure the breach, failing which this Agreement shall be terminated forthwith. Prior to giving notice of termination of this Agreement for cause, the representatives of both the Parties shall mutually configure the resolution to the breach and/or the extension of the cure period.
3. Either Party shall be entitled at its option, to immediately terminate this Agreement by giving written notice on that behalf, to the other Party on the happening of any of the following events:
  1. If any Party becomes or is declared bankrupt or goes in liquidation voluntary or compulsory, except for the purpose of amalgamation or reconstruction;
  2. If any Party ceases to carry on its business or suspends all or substantially all of its operations;
  3. There is any material adverse change or any change in applicable law, rules, regulations, directives or guidelines, which prevents the continuing of the arrangement under this Agreement;
  4. If an event of any Force Majeure conditions continue for a period in excess of one month;
  5. If a Party engages in fraud or other illegal or unethical activities.
  6. In case Merchant engages in a business listed in the list of negative line of business.
4. Termination of this Agreement shall not release any Party from the obligation to make payment of all amounts then due and/or payable; upon Termination, both Parties shall settle all outstanding amount payable to the other Party and arrange to return all the documents and properties of the other Party.
5. Termination of this Agreement shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination.
6. If there are reasonable grounds for ZyaadaPay or any of its Acquiring Bank to suspect or upon receiving an intimation in written mode of communication from the Acquiring Bank that a Transaction conducted on the Merchant platform in suspicious manner which amounts to breach of this Agreement or as a fraudulent Transaction, against the Acquiring Bank or any Customer, ZyaadaPay shall be entitled to suspend its services immediately, terminate this Agreement with immediate effect without having to give any notice of termination to the Merchant and withhold the settlements to the Merchant, pending enquiries by the Acquiring Bank and till the resolution of such issues. ZyaadaPay shall also have the right to block any future payments in this regard.
7. ZyaadaPay shall have the right to terminate the Agreement immediately in the event Chargeback to Gross Transaction Value Ratio goes beyond 1%.
8. The Merchant agrees and confirms that the Merchant shall remain solely liable after the termination of this Agreement for all Chargebacks, refunds, penalties, loss, damages or cost incurred by ZyaadaPay, and/or Customers and for all claims and proceedings arising against ZyaadaPay with respect to this Agreement. At the time of termination, ZyaadaPay may retain such Settlement Amount payable to the Merchant (including Settlement Amounts withheld) as may be determined by ZyaadaPay to cover chargeback risk, refund risk or any potential loss, damages, penalties, cost that may be incurred by ZyaadaPay and/or Customers for a period of 180 Business Days. Subject to this Clause and any other Clause of this Agreement, all settlement to the Merchant after notice of termination shall be done post-termination. In the event that such retained amount is not sufficient to cover all Outstanding Amounts of the Merchant post-termination, the Merchant shall ensure that it pays ZyaadaPay all pending amounts within 10 (ten) days of receiving the demand notice and shall at all times keep ZyaadaPay indemnified in this respect. This Clause survives the termination of this Agreement.

FORCE MAJEURE
1. Force Majeure shall be any event or occurrence starting after the date of this Agreement, whatever the origin, which cannot be foreseen and is beyond the control of, and cannot be circumvented by the Party affected, and which renders the performance of the obligations impossible, including but not limited to acts of governmental policy/authority, fires, floods, earthquakes or other natural disasters, explosions, general strikes, riots, war (declared and undeclared), rebellion, sabotage, computer hacking, unauthorized access to computer data and storage devices, computer crashes.
2. The party affected by a Force Majeure event shall not be liable to the other party for its delay in the performance of, or non-performance, of its obligations or any part thereof under these Terms and Conditions. The party affected by a Force Majeure event shall give notice of the Force Majeure event to the other party as soon as possible.

DATA PROTECTION
1. The Merchant shall ensure such administrative, technical, physical safeguards and processes, procedures, and checks including to secure the information which is received from any customer in relation to a card as may be required under applicable law and which safeguards shall be equal to or better than:
  1. safeguards currently it has in place for its own data.
  2. generally accepted security standards in the financial services industry
2. The administrative, technical, and physical safeguards, process, procedure and checks as provided shall be designed to:
  1. protect the security and confidentiality of the information of the customer in the possession of the Merchant;
  2. ensure protection against any anticipated threats or hazards to the security or confidentiality of the Customer information;
  3. protection against unauthorized access to or use of the information of the customer or associated records which could result in substantial harm or inconvenience to ZyaadaPay; and
  4. ensure the proper and secure disposal of such data;
3. Without limiting the generality of the foregoing, the Merchant shall initiate all measures that a prudent organization, in a similar situation would take to secure and defend its systems that contain the information of the customer, against the ‘hackers’ and who seek without authorization, to modify or access its system or the information of the customer. The Merchant shall periodically test its system for potential areas where it could be breached.
4. The Merchant covenants that it shall take best efforts against:
  1. any unauthorized or unlawful processing or the alteration of the information of the customer in the system of the Merchant.
  2. any resultant loss or destruction of, or damage to, the customer information due to unauthorized processing or alteration; and
  3. unauthorized and accidental access, processing, erasure, transfer, use, modification, or other misuses of information of the customer, and shall ensure that only authorized personnel bound by adequate confidentiality obligation shall have access to the information of the customer on strictly ‘need to know basis’’;
5. The Merchant shall ensure that the information of the customer is not mixed or mingled with information of other customers.
6. The Merchant shall be vigilant to report any breach of this Article, all violation of information security, any breaches in the security practice, control process or checks of the Merchant and all suspected security events within 12 hours of such event or breach to ZyaadaPay and shall also immediately intimate all the concerned representatives and employees of ZyaadaPay which interact with the Merchant on regular basis.

MISCELLANEOUS
1. Assignments: ZyaadaPay may assign, in whole or in part, the benefits or obligations of this Agreement by providing a thirty (30) days prior intimation of such assignment to the Merchant, which shall be binding on the Parties to this Agreement.
2. Waiver: Unless otherwise expressly stated in this Agreement, the failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.
3. Severability: If any provision of this Agreement is or becomes, in whole or in part, invalid or unenforceable but would be valid or enforceable if some part of that provision was deleted, that provision shall apply with such deletions as may be necessary to make it valid. If any Court/Tribunal of competent jurisdiction holds any of the provisions of this Agreement unlawful or otherwise ineffective, the remainder of this Agreement shall remain in full force and the unlawful or otherwise ineffective provision shall be substituted by a new provision reflecting the intent of the provision so substituted.
4. Non-Exclusivity: It is agreed and clarified that this Agreement is on a non-exclusive basis and the Parties are at liberty to enter into similar Agreements with others.
5. Entire Agreement: This Agreement constitutes the entire Agreement and understanding between the Parties and supersedes any previous agreement or understanding or promise between the Parties, relating to the subject matter of this Agreement. All Schedules, Recitals and Annexure to this Agreement shall be an integral part of this Agreement and will be in full force and effect as though they were expressly set out in the body of this Agreement.
6. Amendment: This Agreement shall not be varied, amended or modified by any of the Parties in any manner whatsoever unless such variation, amendment or modification is mutually discussed and agreed to in writing and duly executed by both the Parties.

Annexure 1

List of Negative LOB

As already Provided Above.

Schedule B

Special Terms and Conditions to the Payment Aggregation Services

The Payment Aggregation Services shall be rendered in accordance with the following specific terms and conditions:

ZyaadaPay enables acceptance of domestic and international payments, through various Payments Instruments. Merchant is provided either a pre-coded check-out integration or customized payment flow. Merchant may also choose to use software development kits to easily integrate its own mobile application or website to the gateway of the ZyaadaPay. Such integration will be done by the Merchant on its own and ZyaadaPay will not be required to provide any support for such integration. Merchant may collect payments using various Payments Instruments after such integration of application programming interface.
ZyaadaPay shall also enable a dashboard to the Merchant. The dashboard shall enable the Merchant to manage the payments, refunds, and settlements. The dashboard will also provide analytics from day-to-day business. For providing analytics, the ZyaadaPay shall use the payments data so collected in relation to the business of the Merchant. The payment data shall be used only to provide the analytics. Any consent for usage of the data relating to the payments or transactions of the Customer shall be procured by the Merchant.
The dashboard shall provide visibility of the timeline for each payment received, beginning from the time the order was raised to the time it is completed. The dashboard will also provide details of the refund.
ZyaadaPay has made available software development kits for mobile applications, web applications, and plugins for different partners. The Merchant may choose to integrate their mobile application or a web application with the ZyaadaPay Platform on their own. In the event, Merchant uses plugins to integrate the payment gateway on the platform of a partner, the Merchant should have been abiding by the terms and conditions as stated by the partner of ZyaadaPay for the use of its platform. ZyaadaPay shall not be responsible for any defect or deficiency of services rendered by the partner of ZyaadaPay.
The integration will take place in accordance with the application programming interface provided by ZyaadaPay and the documentation for such application programming interface shall be available on the website of ZyaadaPay
ZyaadaPay shall provide for the following reports: (i) Transaction Report; (ii) Settlement Reconciliation Report; (iii) Settlement Summary; (iv) Refund Report (v) Ledger Report. ZyaadaPay shall not be required to provide any additional notice or report regarding the transactions to the Merchant in any manner whatsoever. The Merchant shall be solely liable for supervising the performance of its transactions. The Merchant should be aware of the reports including the refunds processed, settlements made and transactions carried out through the ZyaadaPay Platform.
ZyaadaPay shall provide for several Payment Instruments after integrating with several banks, payment aggregators, payment gateways and payment service operators. These integrations will be managed and operated in accordance with the existing laws, and guidelines issued by such partners and contracts with such partners. The Merchant at all times be responsible to support ZyaadaPay in complying with the applicable laws, guidelines issued by the partners and contracts entered between ZyaadaPay and such partners on best efforts basis.
ZyaadaPay shall facilitate e-commerce websites and Merchants to accept various Payments Instruments from the Customers for completion of their payment obligations without the need for Merchant to create a separate payment integration system of their own.
ZyaadaPay shall facilitate the Merchants to connect with Acquirer Banks.
ZyaadaPay shall collect funds from the Customer, pool such funds in a Nodal / Escrow Account and disburse such funds in accordance with the Applicable Law.
The General Terms and Conditions to Services clearly delineate the roles and responsibilities of the Merchant, ZyaadaPay, and Acquiring Banks in sorting/handling complaints, refund / failed transactions, return policy, customer grievance redressal (including time for resolving queries, dispute resolution mechanism, reconciliation, etc.
ZyaadaPay has a board-approved Merchant Grievance Policy. The Merchant Grievance Policy appoints a Nodal Officer responsible for regulatory and customer grievance handling functions. ZyaadaPay shall prominently display details of the nodal officer on its website.
ZyaadaPay has a board approved Know Your Client / Anti Money Laundering Policy in terms of which a Merchant is onboarded.
ZyaadaPay shall undertake background and antecedent check of the Merchant. ZyaadaPay shall ensure that the Merchant does not have any malafide intention of duping customers, does not sell fake/counterfeit/prohibited products, etc.
The website of the Merchant shall clearly indicate the terms and conditions of the services or sale of goods. The website of the Merchant shall also provide a timeline for processing returns and refunds as may be claimed by the Customer.
ZyaadaPay shall be entitled to check payments card industry – data security standard and payment application data security standard compliance of the infrastructure of the Merchants that are on-boarded.
The Merchant shall ensure that its website does not save customer card and such related data.
ZyaadaPay may carry out a security audit of a Merchant to check compliance as and when required.
The Merchant shall ensure that the customer data or payments data or transaction data is secured in accordance with Applicable Laws. The Merchant shall ensure that the privacy of the Customer is protected in accordance with the Applicable Laws.
The Merchant shall ensure that any incident relating to the breach of data or breach of privacy is informed to the ZyaadaPay within a reasonable time.
ZyaadaPay shall obtain periodic security assessment reports either based on the risk assessment (large or small merchants) and/or at the time of renewal of contracts.
ZyaadaPay shall maintain the amount collected by it in an Escrow Account with any scheduled commercial bank. ZyaadaPay may operate two Escrow Account as permitted by the Applicable law.
ZyaadaPay may shift the Escrow Account from one bank to another.
ZyaadaPay may call upon the Merchant to pre-fund the Escrow Account.
The Escrow Account shall not be operated for ‘Cash-on-Delivery’ transactions.
The Escrow Account shall be credited or debited with the permitted transactions in accordance with the Applicable Law.
ZyaadaPay shall be free to share the details of the Merchant, notwithstanding the confidentiality obligations, with the Acquiring Bank, legal enforcement agencies and regulators. ZyaadaPay shall be free to share the details of the transactions, notwithstanding the confidentiality obligations, with the Acquiring Bank, legal enforcement agencies, and regulators.
ZyaadaPay shall ensure that the payments are made only to eligible Merchants that have not indulged in any fraudulent transactions and have shown responsible behavior. ZyaadaPay shall settle the money to the Merchant only and only in case Merchant has participated in a legible business.
ZyaadaPay shall have a mechanism to prevent and detect fraud and in this regard, ZyaadaPay may choose to monitor the behavior of the Merchant ongoing basis. ZyaadaPay shall also to prevent fraud, monitor the daily transactions from time to time with the support of information technology tools.
ZyaadaPay shall monitor, handle, and follow-up cyber security incidents and breaches. ZyaadaPay shall provide details regarding such cyber incidents and breaches immediately to the Reserve Bank of India and CERT-IN.
In the event, the Merchant is undertaking the business of market-based e-commerce, then in that case, the Merchant shall be completely responsible for the fraudulent or suspicious behavior of a Sub-Merchant onboarded on its platform. The Merchant shall carry out due diligence of a Sub-Merchant in accordance with the guidelines issued by the Reserve Bank of India for conducting KYC. The Merchant shall store the KYC-related documents with it for a period of 10 years and shall update the KYC of its Sub-Merchant on a periodic basis. The Merchant shall be under an obligation to provide the KYC-related documents to ZyaadaPay within a period of 3 Business Days of receipt of an intimation for such documents. Failure to provide an updated KYC document to ZyaadaPay shall entitle ZyaadaPay to recover the dues and damages from the Merchant due to the unavailability of the Sub-Merchant.
In the event, ZyaadaPay has offered payment solutions related to Online Payment Gateway Service Provider (‘OPGSP’) Scheme issued by the Reserve Bank of India, Parties shall comply with the guidelines issued by Reserve Bank of India authorized modes of payments, settlement and reporting.

Schedule C

Special Terms and Conditions to Auto-Collect

This ZyaadaPay Services shall cover collections of monies through electronic mode and shall not be extended to cover any other payments or receipts of any nature whatsoever. This ZyaadaPay Services shall be provided only at the instructions of the Merchant. Monies collected by ZyaadaPay through Auto Collect will be credited to the Designated Bank Account registered with ZyaadaPay.
The Merchant acknowledges and agrees that the instructions for the Auto Collect shall be processed by ZyaadaPay only if the same are received on a Banking Day before the cut off time.
ZyaadaPay shall accept for collections, which are “account payee” and monies payable in favor of the Merchant in the bank account registered with ZyaadaPay from time to time and the Merchant shall ensure that instructions are delivered to ZyaadaPay for collections by the Merchant or any person on authorized by the Merchant.
ZyaadaPay shall accept for collections only such monies, which are processed in favor of the Merchant by inserting in specified order as per the API requirement as provided by ZyaadaPay to the Merchant and by the Merchant to its respective obligors supposed to make payment to the Merchant account registered with ZyaadaPay.
In the event, the Merchant's title to the monies collected under Auto Collect is found to be fraudulent or the Merchant is found to have no title to the monies, then the Merchant undertakes to refund monies/ cash (together with interest, if any) forthwith to ZyaadaPay along with interest at the rate as stipulated by ZyaadaPay from the date of credit till the date of payment. The Merchant in such cases shall defend any legal action against ZyaadaPay by any third party at its own cost for alleged conversion/misappropriation of monies/ cash.

Schedule D

Special Terms and Conditions to Payout Services

The Payout Services shall be rendered by the following specific terms and conditions:

ZyaadaPay shall provide Payout Services to the Merchants by integrating a current account managed by the Merchant with its bank. The Payout Services also facilitate payments into the UPI or Wallet maintained by the beneficiary.
ZyaadaPay shall route the transaction in case of UPI through banking partners, in case of wallet through other pre-paid instrument issuers, in case of the bank through card networks.
ZyaadaPay shall provide a dashboard that would enable the Merchant to actively disburse the funds. The dashboard also enables to effectively operate, automate and monitor the account of the Merchant. The Merchant can use the dashboard to manage transfers and reversals, handle disputes and gain insights into the overall disbursals of its business. The dashboard is completely managed by the Merchant and ZyaadaPay shall not make any interference in the said dashboard.
A summary on the dashboard shall provide high-level insights into the payout account of the Merchant. The summary provides information about available balance and transferred amounts. The summary also provides some statistics about your daily and weekly transfers. The summary on the dashboard also provides useful at-a-glance insight about the payout disbursals of the Merchant related to its business.
Merchant can create either an (i) Recharge; or (ii) Direct payout account. The payout recharge account provides details of the payouts on the dashboard once the account is created by ZyaadaPay. Each Merchant has given an account number and an IFSC Code for its payouts account. The merchant should add funds for disbursals to the recharge account. The Merchant is at liberty to add funds to any bank account or UPI or Wallet from its payout recharge account. Payout Direct permits a Merchant to make instant automated payments directly from its bank account. ZyaadaPay is only responsible for integrating the ZyaadaPay Platform with the bank account of the Merchant and acting as a technology service provider to the Merchant. In the case of a payout direct account, the Merchant, however, will not be able to make the disbursals using cards, UPI, and Wallet as a Payment Instrument.
In case a Merchant is utilizing both Payment Aggregation Services and Payout Services, the Merchant may by way of a written intimation made to ZyaadaPay through its key account manager, may direct ZyaadaPay to settle the funds into the payouts accounts. Once funds are settled from the Escrow/Nodal, such funds can be utilized for disbursals.
The Merchant shall ensure that it deducts and performs all the compliances related to tax regulations relating to either Goods and Services Tax or Income Tax about the payments that are made to the beneficiary. The Merchant shall be willing to provide proof or evidence of such compliance in case ZyaadaPay calls for such compliance.
The merchant shall be responsible for opening, maintaining, funding, and managing the current account.
ZyaadaPay may provide for an account to pool the funds and disburse such funds on the instructions of the Merchant.
A merchant may take services of ZyaadaPay to seek validation of the account where disbursement is made to confirm that such disbursement is to a verified account.
In the event, such services are not availed, the Merchant shall be solely responsible for any disbursements from either the pool account maintained by ZyaadaPay or the current account of the Merchant as the case may be.
Merchant shall be responsible for undertaking necessary steps to ensure to conduct a background check of parties that would receive funds from the pool account or the current account.
ZyaadaPay shall not be privy of the transaction between the Merchant and the recipient in any manner whatsoever, ZyaadaPay only performs Services as an intermediary between the Merchant and the recipient of funds.

Schedule E

Special Terms and Conditions to Verification Services

The Verification Services shall be rendered in accordance with the following specific terms and conditions:

ZyaadaPay enables Verification of Beneficiaries details at the instruction of the Merchant with or without disbursement of token amount in the Beneficiaries accounts. The Merchant shall keep the ZyaadaPay Payout Account funded if the Verification Service is provided by Disbursing the Token Amount in the Beneficiaries Payment Instrument.

ZyaadaPay shall perform the Verification Service in accordance with the Instructions and details of the Beneficiaries provided by the Merchant and ZyaadaPay shall not be held liable for any error, omission, negligence, delay in connection with the details of the Beneficiaries and Instructions provided by the Merchant.

ZyaadaPay shall provide access to a dashboard to the Merchant. The dashboard shall enable the Merchant to manage or initiate the Verification Services of the Beneficiaries. The Dashboard shall also enable the merchant to check the status of the Verification Services initiated by them.

The General Terms and Conditions to Verification Services clearly delineate the roles and responsibilities of the Merchant, ZyaadaPay, and Partners in reference to the performance of their obligations captured in this Agreement.

Bank Account Validation/ Verification
UPI Verification
IFSC Verification
PAN Verification
Aadhaar Verification
GSTIN Verification
Using this feature the Merchant can verify the Goods and Services Tax Identification Number of the Beneficiary. To verify the Beneficiary’s GSTIN details the Merchant shall share GSTIN of the Beneficiary with ZyaadaPay.

Steps for verifying the GSTIN:
- Go to Verification Suite Dashboard > GSTIN > click Verify GSTIN.
- Enter the GSTIN you want to verify.

Schedule F

Special Terms and Conditions to Subscription Services

For Subscription/ Recurring Payment, the Merchant acknowledges, undertakes, and agrees that:

The Customer desirous of opting for e-Mandate/ recurring payment/ standing instructions (together referred to as “Recurring Payment”) shall undertake one-time registration process as per applicable laws including ‘Additional Factor Authentication’ (AFA). A Recurring Payment shall be registered only after successful AFA validation (if any), in addition to the standard process by the Issuer/ Acquiring Banks. The Merchant understands that any modification in the existing Recurring Payment shall entail AFA validation by the Customer. The Merchant agrees to share all relevant information/ instructions with ZyaadaPay for effecting a Recurring Payment from time to time.
The Merchant shall send a pre-transaction notification to the Customer, at least 24 hours prior to the actual charge/ debit to the Customer’s Payment Instrument. The Customer should be given the facility to choose a mode of communication for receiving pre-transaction notification, the facility of changing such mode of communication for receiving pre-transaction notification shall also be available with the Customer.
The pre-transaction notification shall at the minimum inform the Customer about the name of the Merchant, Transaction amount, date and time of debit, reference number of Transaction/ Recurring Payment, reason for debit etc.
On receipt of pre-transaction notification, the Customer shall have the facility to opt-out of the Recurring Payment, such withdrawals can also be initiated by the Customer with the Issuer.
The Merchant shall be solely responsible for obtaining permission from its sub-merchants, Customers or any clients for ZyaadaPay to effect Recurring Payments/ billing and for debiting their respective accounts/ Payment Instruments. It is agreed between the Parties that ZyaadaPay shall not be responsible for any claims from any of the Merchant’s sub-merchants, Customers or any claims against ZyaadaPay for debiting their respective accounts/ Payment Instruments in respect of the Recurring Payment/ billing.
Until the Customer or the Merchant terminates or cancels the Recurring Payment instruction, ZyaadaPay will continue to charge the Transaction amount to the relevant Customer according to the billing cycle. If the Customer revokes his/ her consent to the Recurring Payment instruction, the Merchant agrees to immediately notify ZyaadaPay in writing; if intimation of revocation of Recurring Payment is not made in a timely manner to ZyaadaPay, ZyaadaPay shall not be liable if any Recurring Payment are charged to the Customer.
If the Customer's Payment Instrument does not have adequate funds, the Merchant acknowledges and agrees that ZyaadaPay shall not be liable for processing any Recurring Payment instructions.
Once the Merchant has set/ created the Recurring Payment instruction, the Issuer may take up to 1-2 Business Days to activate or execute the Recurring Payment transaction. As a result, ZyaadaPay shall not be accountable for any delays in the Settlement Amount.

For Any Queries / Details Users Can Contact:

ZyaadaPay,

[email protected]

Terms & Conditions