Version: 1.1 (Updated on 08-June-2022)
TERMS & CONDITIONS
“Pay1” is a retail tech platform providing financial inclusion/banking services to lower income population of the country who are unbanked or under-banked, through our network of retailers and distributors and service provided by Mindsarray Network Private Limited, a company incorporated under the Companies Act, 2013 and having its registered office at Office no. 221, Raheja’s Metroplex, IJIMIMA, Link Road, Malad (W), Mumbai – 400 064 (hereinafter referred as the “Company”, which is expression shall unless repugnant to the context or meaning thereof mean and include its successors and permitted assigns).
Pay1 provides multiple services like digital financial services (Banking correspondent) in an assisted model like AEPS, micro-ATM and DMT and also provide other services like Recharge, Utility Bill Payment (work closely with NPCI) (herein referred to as “Pay1 Services”.
You acknowledge that you propose to be engaged with PAY1 as its Merchant in order to provide the Services to customers in India and thus have commenced the log-in to the Terminal. However, please note that before you commence to provide the Services as a Merchant of PAY1, You are required to read and understand these Terms and only if you are agreeable to these Terms, You can proceed and continue to log-in and provide the Services as Merchant of PAY1. By continuing to log-in and access the Terminal and provide the Services, it shall be deemed that you agree to be bound by these Terms. However, in case, you do not agree to these Terms, You are required, not to proceed with log-in and leave the Terminal immediately. Please note that in case you do not agree to these Terms, You are not entitled to provide the Services and to be associated with PAY1 as its Merchant.
You agree and acknowledge that the access and use of the Terminal by You is voluntary and of your own accord and your access and use of the Terminal shall be subject to the Applicable Laws (as defined).
You acknowledge that in respect of certain Services, You shall not be entitled to deal in them unless your account has been approved by the respective Service Providers (as defined).
The phrase 'to provide the Services' or 'provisioning of the Services' used in these terms shall be construed to mean 'onward provisioning, sale, distribution and supply of Services through the Terminal'.
The terms and conditions specific to a particular Service(s) shall be applicable to you and PAY1 when you opt for such Service(s).
The words and expressions beginning with capital letters in these Terms shall, unless the context otherwise requires, have the meaning ascribed thereto herein:
Applicable Law: shall mean any and all applicable laws, statutes, rules, regulations, directions, guidelines, ordinances, orders, policies, judgments, decrees or other requirements or official directives of any Governmental, statutory and regulatory authorities, Bank, National Payments Corporation of India (NPCI), RBI, Unique Identification Authority of India (UIDAI) or courts of law.
Bank: shall mean the bank which has appointed PAY1 as a business correspondent, in terms of relevant RBI guidelines, to provide, inter alia, the money transfer services.
Customers: shall mean the end users approaching the Merchants for availing the Services.
Merchant Point Location: shall mean the shop or office premises owned or rented by the Business Associate, to be used for the purpose of rendering Services to the Customers.
Services: shall mean the following services, under the brand “Pay1” as made available to the Merchant for onward provisioning, sale, distribution and supply through the terminal:
Online Domestic Money Transfer/ remittance services. (DMT)
Aadhaar Enabled Payment System services (AEPS)
Bharat Bill Payment Services (BBPS)
Facilitation of online booking of railway E-tickets, flight tickets, bus tickets and hotel accommodations on behalf of Service Providers
Mobile recharge and DTH recharge (other than Dish TV, Sun Direct TV and Tata Sky)
PAN Card processing services
Facilitation of Purchase and Sale of Gold through the Terminal
Card Payment Services
Micro ATM Services
Other services as made available to the Merchant for onward sale, distribution and supply through the Terminal
Service Provider: means the entities engaged in the business of the provision of the Services in respect of which PAY1 has or may have, agreements from time to time, authorizing PAY1, for onward provisioning, sale, distribution and supply of such Services through the merchants.
Software Program: shall refer to various Software Programs supplied by PAY1 that can be installed into Terminal equipment or computer enabling the dispensation of Services electronically.
Transactions: shall mean the electronic transactions undertaken by you pertaining to onward provisioning, sale, distribution and supply of Services to the Customers through the Terminal.
"UPI" means the Unified Payment Interface, which is a payment system that powers multiple bank accounts into a single payment network of participating banks permitting the merging of several banking features, seamless fund routing & merchant payments into one hood.
“Transaction Amount” shall mean the amount payable by the Customer using the Valid Mode for the product/ service offered by the Merchant inclusive of shipping charges and other taxes, duties, cost, charges and expenses in respect of the product / service that are to be charged to the Cardholder's Valid Card.
“Payment Mode” shall mean the various modes by which a payment can be made by a Customer to the Merchant through the MPOS/Android POS or equipment for the goods sold / services rendered by the Merchant i.e. (i) Card; (ii) any payment wallet issued by a RBI authorized Prepaid Payment Instrument license holder; (iii) any platform that allows payment by way of Unified Payments Interface; and (iv) and such other form of payment acceptance method as provided by Pay1 from time to time including but not limited payment processing services rendered by Non-Banking Financial Institutions.
“Product” means any product, goods or services sold by the Merchant for retail sale, but shall not in any event include any product, goods or services that may be part of the ‘Banned product list’ shared in the T&Cs.
“Chargeback” means any dispute regarding a valid charge raised by a cardholder with the issuing bank and or the card scheme.
“Intellectual Property Rights” shall deem to mean and include all copyright, designs, inventions patents, service marks, trademarks (in each case, whether registered or arising at common law, or its overseas equivalent) or applications for any of these, formulations, trade names, business names, inventions, discoveries, trade secrets, know-how, source code, object code, technical information, commercial and financial data and all other industrial or intellectual property rights (whether or not registered).
“Processing Mechanism” means the payment mechanism through the internet or such other mode of payment and delivery as may be notified by Pay1 from time to time, including but not limited to Immediate Payment Service (IMPS), National Electronic Funds Transfer (NEFT), Real Time Gross Settlement (RTGS) and/or UPI (defined hereinafter).
“Direct debit mandate” shall mean the instruction of or mandate set up through E-Mandate/ E-NACH/ NACH/cheque or any other instrument by whatever name called by the Merchant in favor of the account of Pay1 issued from the Merchant’s such bank account from where the Acquirer Bank has issued the TID on the Merchant’s Device and as per frequency and amount as stated in the direct debit mandate form as provided by Pay1.
“Direct debit mandate form” shall mean the direct debit form issued and varied by Pay1 or our payment and collection agent, in our absolute discretion, from time to time setting out your consent to Direct debits, and those procedures and operating instructions you and Pay1 will follow in connection with debiting your account in accordance with these terms.
3. YOUR OBLIGATIONS
A. Following Obligations shall apply to you, generally in respect of all the Services.
General in nature
You shall at all times comply with instructions, directions, guidelines and policies issued by PAY1, from time to time relating to the performance of your obligations as Merchant under these Terms. You shall also, at all times comply with the provisions of, and maintain and preserve all records, registers, books and papers and information (which shall be available for inspection and audit along with a supply of extracts thereof, as and when required either by PAY1 or RBI or Bank or National Payment Corporation of India or Service Provider or other competent statutory authorities), as required under, Applicable Laws including but not limited to guidelines and standards under Bharat Bill Payment System issued by NPCI and RBI and relevant KYC/Anti-Money Laundering/Financial Terrorism related norms/ rules/ regulations/ circulars as mandated by RBI, NPCI and other relevant statutory authorities. In addition, you shall comply with the requests and directions of Banks/ Service Providers, received in reference to your engagement with PAY1 as its Merchant. Further, You shall submit periodic reports, returns, statements, certificates and such other documents as may be required by PAY1/RBI/Bank/ NPCI/ Service Provider and/or other competent statutory authorities from time to time or as provided under Applicable Laws.
You expressly acknowledge and agree that: (i) you are a legal person; (ii) you are capable of entering and authorized to enter into a legally binding agreement; (iii) your employees, officers, representatives, and other agents accessing Pay1 are duly authorized to access the Pay1 Service and to legally bind you to these terms and all actions; (iv) all registration information you submit is accurate and truthful; (v) you will maintain the accuracy of such information; (vi) you are not barred or otherwise legally prohibited from accessing or using Pay1 's services under the laws of India; (vii) you are an entity duly constituted and validly existing under Indian law, (viii) expressly acknowledges and agrees that use of the Pay1 Services is permitted only for those who are physically located in India at the time of registration, linking to any offering forming part of the Pay1 Services and processing/undertaking a Transaction. To avail of the Pay1 Services, you should be business entity holding an active Indian mobile number and bank account.
You shall also co-operate in good faith to correct any practices which are found to be deficient during the audit and inspection, within a reasonable time after receipt of the audit report from PAY1/RBI/Bank/ NPCI, as the case may be.
You shall provide all kinds of support and facilitation to PAY1 while performing the scope of work as mentioned in these Terms.
You shall deal with, provide and resolve all queries, clarifications, inquiries, disputes and/or complaints of the Customers in relation to Services offered. You shall be responsible for resolving the complaints/ disputes from the Customers and third parties against you arising on any account whatsoever. You acknowledge that PAY1 shall not be liable and responsible in any manner whatsoever for any complaints/ disputes or issues arising between you and the Customer and third parties.
You shall not accept any gift, commission or any sort of gratification in cash or kind from any person, party or firm or other company dealing with PAY1 and if you are offered any of such, you shall immediately report the same to the management of PAY1.
You shall be solely responsible to pay the salaries and other employees related payments to Your personnel/employees and for taking policies such as medical insurance, life insurance etc. for them and to comply with all Applicable Laws relating to the employment of such personnel/employees of You and PAY1 shall have no responsibility or liability of any kind whatsoever for the same.
You undertake that You shall at Your own risk and cost keep and maintain the Merchant Point Location in the proper manner for the rendering of the Services to the Customers and procure/ facilitate sufficient manpower for the same and keep the complete and proper accounts relating to the rendering of the Services.
You shall not indulge in or promote any unlawful, illicit or illegal activity or purposes while providing the Services.
You acknowledge that PAY1 officials shall have the right to undertake a visit on Your premises or Merchant Point Location on any day to satisfy itself about the authenticity and credibility of the information provided by You during or before your enrolment as a Merchant with PAY1 or in connection with the performance of any obligations by You under these Terms.
You shall ensure that You shall carry out all due identification and verifications of the Customer and comply with all Know Your Customer (KYC) requirements, as may be required by the Applicable Law and as per policies as communicated by PAY1 from time to time, before initiating any Transactions as requested by the Customer. You shall ensure to collect, keep in its safe custody and provide to PAY1 the KYC documents (documents relating to identity and address verification) of Customers, if any, in electronic or physical form, as per PAY1's requirement. For the purpose of enrolment of Customers for providing them with the Services, You shall meet the Customers, collect the Know Your Customer (KYC) documents as specified by PAY1 along with a duly signed requisite application form wherever applicable and all such other details of the Customers as required by PAY1 from time to time and upon comparing the copy of the Know Your Customer (KYC) documents collected with the original, record the same on the copy of the KYC by affixing the "Original Seen and Verified" stamp under Your signature, on these documents.
You shall discharge your fiduciary obligations with respect to providing the Services to the Customers promptly and without failure. You shall have in place suitable arrangements, processes and risk control mechanisms to ensure that there is no default or delay in the effective delivery of Services to the Customers.
In case of change of any details pertaining to your business and engagement with PAY1 as a Merchant or changes in the contact details like mobile number/landline number, the email id/registered address/ Shop or Merchant Point Location change, You shall inform PAY1 of the same promptly in writing or by email, providing full details of such changes.
You shall ensure that you have all the valid licenses and efficient staff to undertake the Transactions.
You shall not engage, deal with or enter into an agreement with any other party or any company/organization engaged in rendering/sale/promotion of same/similar services.
You undertake to use Merchant Point Location solely for the Services and confirm that Merchant Point Location are neither being currently used and nor will be simultaneously used in future for any similar services and/or product offerings of any other company.
Advertising and Representation as a Merchant of PAY1
You agree to provide adequate space at the Merchant Point Location for display/selling/ branding/marketing of the Services as per the guidelines of PAY1 or/and statutory regulations or mandates of RBI/ NPCI/ Bank/ Service Provider.
You in all your dealings with the third parties shall describe yourself only as "Merchant" of PAY1 and under no other description or nomenclature. You shall not describe yourself as a partner or employee of PAY1 nor shall you be entitled to represent PAY1 in any other manner whatsoever.
You shall not (except in the normal course of PAY1's business) publish any article or statement, deliver any lecture or broadcast or make any communication to the press, including magazine publication relating to Services or to any matter with which PAY1 may be concerned, unless You have obtained the written permission from PAY1.
You shall not give or make any guarantees, warranties or representations on behalf of PAY1 as to the conditions, quality, durability, or performance of the Services other than or different from those provided by PAY1 in writing. You shall not use any advertising or promotional materials tending to mislead the public or make any false or misleading representation with regard to the Services and Terminal.
PAY1, at its sole discretion, may provide to you suitable advertisement support, technical and marketing guidance and staff training as and when it may deem necessary. You shall not make use of PAY1's logo/mark on any slips/receipts, visiting cards, letter heads etc. without written approval/consent of PAY1.
You undertake that you shall not do anything that damages the name, goodwill and reputation of PAY1, its subsidiaries, clients, suppliers and affiliates and shall protect and enhance the name, goodwill and reputation of PAY1 during the course of the fulfilment of your obligations under these Terms.
You shall display, in such manner as directed by PAY1, the Services and other charges and fees that may be advised by PAY1 or as per directives of Applicable Law from time to time.
You shall prominently display the certificate of authorization/ training issued by PAY1 if any.
In case of You acting as a Business Correspondent Agent, You shall put up a signage indicating Your status as a business correspondent agent for the Bank, display the Business Correspondent certificate, if any, and also disclose the name of PAY1, the contact details of the base branch/controlling office of Bank, details of the banking ombudsman and the fees for all Services, charged by the Bank, available at the outlet.
In case of you acting as a Merchant of PAY1 for domestic money transfer/remittance services through Pay1 e-balance, you shall post a signage indicating your status as a 'service provider/ merchant' of PAY1.
You shall display such grievance redressal policy and in such manner as communicated from time to time by PAY1, at the Merchant Point Location.
You shall send the Customer registration form, if any, and KYC in such manner as may be provided by PAY1.
You shall integrate your hardware/software with PAY1's systems as and when required by PAY1, for the seamless rendering of the Services.
You agree to maintain the strict secrecy and confidentiality of the log-in user-id and password provided to you and you shall not disclose the same to any third party. You agree that You shall be solely responsible for any unauthorised use or disclosure of Your user-id and password and PAY1 shall not be liable in any manner whatsoever for any losses, claims, or liabilities arising out of or in connection with such use and/or disclosure.
You shall bear all costs and expenses for establishing and maintaining the network link between PAY1 and You for the Services.
You shall ensure availability of the required infrastructure, system, hardware, software, network, scanners and other devices, as required for the provisioning of the Services at Your outlet.
You shall promptly notify PAY1, in the event, there is an error in the connection with PAY1 or you are unable to process the Transactions for any other reason whatsoever.
You shall ensure that it shall not compromise the integrity and robustness of the systems, network, connectivity, Terminal and any hardware, software and equipment used in the provisioning of the Services whether belonging to any statutory authority or PAY1 or You or any third party. You shall be solely responsible for ensuring that same shall, at all times, be free from all malware, viruses, black boxes, trapdoors, Trojan horses etc.
You shall not sell, redistribute, reproduce, modify, decompile, disassemble or reverse engineer any part or portion of the Terminal; and not to use the same for any purpose that violates the Applicable Laws. The same restrictions shall mutatis mutandis apply in respect of any internet-based application/ platform that you shall be provided access to for the purpose of providing the Services.
You shall not permit any third party to use the Terminal and Terminal-related content for any purpose other than in accordance with these Terms. The same restrictions shall mutatis mutandis apply in respect of any internet-based application/ platform that you shall be provided access to for the purpose of providing the Services.
PAY1/RBI/ Bank/NPCI/ Service Provider shall be entitled to review the security practices and control processes of your use periodically and require you to forthwith disclose security breaches that come to your knowledge.
You acknowledge that in the event of instability of PAY1's system or an emergency, PAY1 may, upon written notice to you, temporarily suspend the access to the Service and Terminal.
You shall ensure to have the requisite infrastructure for protecting the privacy and confidentiality of sensitive Customers' data (bank details, passwords, card details, PIN etc.) in compliance with the industry standards as applicable, such as ISO/IEC 27001, PCI-DSS and provisions of the Information Technology Act (as amended from time to time). You shall ensure that no such Customer data is misused by you.
UIDAI Authentication Regulation: User Consent
The Customer hereby authorizes the PAY1 to store my AADHAR number and to fetch, authenticate and store all such necessary details retrieved or to be retrieved from UIDAI through AADHAR Number and IRIS/biometric authentication for the purpose of this transaction. In case of any discrepancies, the PAY1 reserves the sole right to block my account/ relation and transaction without any further notice or intimation.
Customer hereby states and undertakes that it has no objection, if the information disclosed to PAY1 is authenticated vide Aadhaar based system. Customer hereby voluntarily agrees and confirms to provide or disclose (as required under the Aadhaar Act 2016 and Regulations framed there under) my identification information (Aadhaar number, biometric information & demographic information) for Aadhaar based authentication system and/or such similar authentication mechanism as provided or stipulated by the Government, from time to time, for the purpose of availing banking services, including operations of account or any other facility relating to banking operations.
The Customer hereby agrees and confirms that the PAY1 will not be obliged to process any request made by me, if: Aadhaar number provided by me is incorrect. Details in the account does not match with details available with UIDAI.
The Customer hereby agrees and confirms that the Aadhaar details may be updated for all my banking services, including but not limited to the operation of the bank account, for the purposes of authentication.
The Customer hereby agrees and confirms that my account may be used for receiving any government payments across schemes that the Customer is eligible and/ or any other payment using the Aadhaar based information. The Customer hereby acknowledges and agrees that NPCI may map the Customer's account in the Aadhaar Mapper of NPCI.
The Customer hereby confirms that the Aadhaar detail provided by the Customer is true, correct and complete in all aspect.
The Customer hereby acknowledges that the PAY1 will not have any liability or responsibility, if the details provided by the Customer are or subsequently becomes false, incorrect or incomplete, either in part or as a whole.
Before agreeing to the above-mentioned terms and conditions, the Customer has been explained (in a language known to the Customer) about the nature of the information that may be shared upon authentication and have understood the nature and implication of the same, as stipulated under the applicable law. The Customer declares that all the information has been voluntarily furnished by them to the Bank, without any duress or coercion.
The Customer hereby gives consent to use/exchange or share their Aadhaar number, Aadhaar information for registration of client information with Exchange, KRA, CERSAI and with any other regulatory or statutory authorities or as the PAY1 deems fit or as per requirements of law.
The Customer hereby understands and agrees that all identity information provided by the Customer will only be used for on boarding me for the purpose of the transaction.
The Customer hereby understands and agrees that Bank may disclose the identity information provided by the Customer to only CIDR for the purpose of authentication or authorization.
The Customer hereby understands and agrees that the biometric authentication may be treated as my signature.
The Customer hereby declares that the above information has been provided voluntarily out of his/her own discretion and volition. All information provided by the Customer or information/date retrieved from UIDAI in respect of the Customer is true, correct, updated and complete.
Float Amount: You shall at all times maintain with PAY1, such minimum amount as directed by the PAY1 ("Float Amount") towards the access of Services. Such Float Amount shall be deposited with PAY1 through banking a channel only and not by way of cash. Float Amount shall be used/adjusted towards the settlement of the Transactions pertaining to Services. The Transaction Amount and any other amount payable to PAY1 by You shall be debited from the Float Amount on a real-time basis and commissions payable to You on the said Transactions shall be credited to the said Float Amount. You agree that the Transaction Amount payable by you shall not exceed the Float Amount at any point of time in any circumstances. This Float Amount shall be replenished from time to time by you in order to maintain the minimum amount as specified above. Maintenance of such Float Amount is the essential condition of your engagement with PAY1 as its Merchant.
You shall furnish instant confirmation of payment made/success of Transaction via a payment receipt/confirmation message to the Customers. The receipt could be in physical or electronic form (SMS/ email etc.) or as per Applicable Laws. You shall issue receipts of Transactions to Customers generated through the system and no manual receipt shall be issued.
You are not authorized to hold or retain cash received from Customers without completing the Transaction.
You are prohibited from charging any fee to the Customers directly for Services rendered by you on behalf of PAY1. You shall collect only defined the amount as a fee from the Customer and shall acknowledge the same by issuing a receipt (in the printed or electronic form generated from the system) on behalf of PAY1. The defined amount shall be communicated by PAY1 to you from time to time and shall be at PAY1's sole discretion. You shall not take any additional fee directly from the Customer on behalf of PAY1.
You shall disclose the charges and fees pertaining to Services and various types of transactions conspicuously at Merchant Point Location for the benefit of the Customers.
You agree to take all necessary care and observe due diligence while carrying out Transactions and shall be wholly and exclusively responsible for any liability arising due to failure to do so. You shall take all care in entering the Customer's details correctly for carrying out Transactions and PAY1 shall not be liable for any wrong Transactions. You are solely responsible to resolve issues arising out of any incorrect details and PAY1 shall not have any liability or responsibility in such cases.
In the case of AEPS Services, no service fee, in any manner, shall be recovered/ charged by you from the Customers.
You shall maintain the secrecy of Transactions according to the Fair Practice Code of the Indian Bank Association (IBA).
You shall, on a monthly basis, confirm the number of Customer registrations, if any, done on your behalf, with details of the Transaction/s, if any, and the purpose thereof.
You shall at all times maintain the such amount of cash as is necessary for undertaking the Transactions.
You shall reimburse PAY1 in case of Chargebacks as received by PAY1 from the Bank.
You shall not keep or store in any manner, any and all data pertaining to the Transactions or payments, including but not limited to Transaction logs, in your possession or control directly or indirectly and you are hereby prohibited to download such data from the Terminal.
Following Obligations shall apply to you, in respect of the specific Services, as outlined below:
Aadhaar Pay Services/AEPS/:
You acknowledge, agree and confirm that in order to access the Aadhaarpay Services, You shall be required to use the Digital POS. Digital POS for the purpose of Aadhaarpay Services shall mean digital point of sale terminals/equipment’s/software of Aadhaar Pay which are used to facilitate payments.
You hereby agree and undertake that You shall use the Digital POS provided by PAY1 and deploy it at Your premises, for the purpose of facilitating payment of Transactions made by Your Customers in respect of Your services/products, subject to complying with the terms and conditions as mentioned in herein.
You acknowledge that access to AadhaarPay services shall be subject to the approval of the Bank. PAY1 shall in no way be liable or responsible for any claims, losses and liabilities, by whatever name called, incurred by you in the event of your onboarding being denied/ rejected/not accepted by the Bank.
Notwithstanding anything contained in these Terms, PAY1 shall not be liable in any manner whatsoever, whether directly or indirectly, to you for any act or omission on the part of Bank or for any matter in respect of or arising out of or in connection with the performance of obligations by Bank under the agreement between Bank and PAY1.
You hereby authorize PAY1 to receive the payments of the Purchase Price ("Purchase Price" in respect of the product(s) means the sale price of such product(s) inclusive of all taxes, convenience charges and delivery charges as communicated to the Customers by You and which are payable by the Customers to You) on Your behalf. Upon receipt from the Bank in the Current Account ("Current Account" means an account maintained by PAY1 with the Bank for settlement of Transactions), the Purchase Price, less deductions of such amounts as may be made by the Bank as per the agreement between PAY1 and the Bank, PAY1 shall credit Your e-balance or credit Your bank account, on a real-time basis or within T+2, respectively, with such amounts as may be due and payable as per the Terms.
You agree to pay PAY1 all the expenses that may be incurred by PAY1 for repairing/replacing the Digital POS equipment which may get damaged as a result of improper/mishandling by you.
You shall retain the Charge Slip(s) ("Charge Slip" means the form generated while using the Digital POS after payment for Transaction is undertaken by Customer) and the bills/invoices pertaining to the Charge Slip for a period of 18 months from submission date or such further period as Bank may stipulate from time to time and make those promptly available to Bank on request. The Customer's copy of the charge slip is to be provided to the Customer duly completed
As and when the PAY1 representative requests for a particular Charge Slip, the same shall be handed over to PAY1 promptly and without fail.
You shall permit PAY1 or its representative to installation of the Digital POS on Your premises at the time of Merchant Boarding and de-installation of the Digital POS in case of de-boarding at your registered address. In the case of branches or offices at other locations, the same needs to be provided in writing to PAY1 under Your letterhead as a Merchant prior to installation
You shall under no circumstances adopt unethical Transaction practices, including but not limited to, doing transactions without a valid purchase
You shall under no circumstances shift the equipment from its designated place on its own, once installed, without PAY1's consent.
You acknowledge that the services under these Terms are on an 'as is basis and it shall not hold PAY1 liable for any deficiency of services as being availed by it. The Merchant further acknowledges that the scope of services may be changed by PAY1 and/or the Bank, at any point of time during the term of your engagement with PAY1.
You shall inform PAY1 of the category of products/ services that shall be provided by you and for which the Aadhaarpay services shall be used for accepting payments from Customers. The said category shall be approved by the Bank as per the terms of the agreement between the Bank and PAY1. Any deviation from this, including disbursal of cash, rendering services / selling products, not under the said category shall entitle Bank/PAY1 to terminate the services and Merchant shall fully indemnify PAY1 in case of any losses/ liabilities incurred by PAY1 on account of such activity, as per the terms of the said agreement. You shall not engage in any business activities as mentioned in Part 1 below.
You shall not cause the Customer to pay a surcharge, whether through any increase in price or otherwise, or to pay any finance charge in connection with a Transaction. Non-compliance with this term shall be considered a material breach of your obligations and PAY1 shall be entitled to take any action against you, including penalizing you, which shall not be contested by you in any forum.
For the purpose of Your on-boarding as a Merchant, You shall provide to PAY1 all documents evidencing Your identity and address and nature of business activities, including without limitation, Proof of Identity, Proof of Address, Constitutional Documents (for Non Individuals), Tax Identification Number, Bank Account Details (Cancelled Cheque / Bank Letter) as directed by PAY1 from time to time.
You shall be solely responsible for any Chargebacks raised or fraudulent Transactions by You and/or Customers.
You will be solely responsible for all risks and liability arising out of Transactions, including but not limited to payment instructions, Chargebacks and any fraud with regards to your business.
You shall obtain Authorisation ("Authorization" means the process by which Bank approves a Transaction as stipulated by Bank from time to time and includes approvals flashed on the Digital POS deployed at the outlet, premises, site or location of the Merchant) for all Transactions through the Digital POS. Such Authorization shall be in accordance with the rules, regulations, standards and instructions as issued by PAY1/ Bank from to time or as contained in the standard operating instructions manual (if any).
Bank shall have the right to refuse the charges if an Authorization is declined/Charge Slip is not printed.
By presentation of the Charge Slip(s), You represent and warrant that:(i) No other Charge Slip has been or will be issued or presented in respect of the same Transaction.(ii) The relevant Charge Slip represents a genuine business Transaction undertaken by a Customer in respect of which You have, or will, duly discharge all of Your obligations.
You agree that any charges accepted by you, which prove to be uncollectable, and which were incurred in any of the following circumstances shall be exclusively your financial responsibility. You agree to the non-payment of such charges or the Chargeback of such uncollectable charges (as the case may be) by Bank/PAY1, without any demur or protest:
Any transaction which is not a valid transaction.
Any charge incurred involving the forgery of the Customer's biometric data or any other Aadhaar-related information, and/ or where the Bank reasonably believes the transaction to be irregular and/ or fraudulent.
Any charge incurred which involves a Charge Slip which is incomplete or illegible as to the Customer's name, or any other Aadhaar related details of the Customer.
Any charges without prior Authorization of the Bank as provided in this agreement.
Any charges for merchandising or services in an amount in excess of the advertised price.
Any charges with respect to which a Customer refuses to pay because the Product purchased from the Merchant was not delivered or is not as promised or the merchandise was defective or services deficient in any respect.
There is a violation of the terms and conditions in relation to a Transaction or any Merchant operating instructions.
Change of "Business Activity"/ "Business Name"/ "Business Location" without informing to PAY1 and acceptance of change by PAY1.
Power of Attorney: You irrevocably appoint PAY1 to be Your true and lawful attorney, with the full power of substitution and Your name or otherwise on Your behalf to sign, seal, execute, deliver and do all deeds, instruments, acts and things which PAY1 shall think proper or expedient for exercising any of the powers in connection with a Chargeback or fraudulent Transaction. The appointment hereby made shall operate to confer on PAY1 authority to do on your behalf anything which it can lawfully do as its attorney. You agree to ratify and confirm any deed, instrument, act or thing that PAY1 may execute or do.
Digital POS Terminals: You hereby agree and acknowledge that:
PAY1, at its discretion, may provide you with one or more Digital POS terminal(s), consumables and network access controllers and other devices as it considers appropriate so as to facilitate a valid Transaction at Your premises or establishment.
You hereby acknowledge, agree and confirm that the Digital POS, consumables and network access controllers and any other device or item deployed or provided at Your premises are the exclusive properties of PAY1 and shall be surrendered on demand to PAY1 during your engagement with PAY1 and immediately upon any termination or expiry of your engagement with PAY1 in working condition. Under no circumstances shall you claim any right, title or interest in or to the Digital POS or any other device or consumables provided under these Terms for any reason whatsoever.
You shall report to PAY1 any faulty or suspected fault in the operation of equipment within one hour from the knowledge of the same thereof.
You shall not: (i) sell, assign, transfer, lease or otherwise dispose of any Digital POS or any other device or materials deployed or provided by PAY1; (ii)mortgage, charge, hypothecate, create or permit to exist any liens or other security interests over any Digital POS or any other device or materials deployed or provided by PAY1; (iii) remove, conceal or alter any markings, tags or dates attached to the Digital POS or other devices or any part thereof indicating PAY1's ownership of such Digital POS. (iv) cause or allow PAY1's right to access, repossess or dispose of the Digital POS or any other device deployed or provided by PAY1 pursuant to these Terms or otherwise to be encumbered in any way or otherwise jeopardized by any of Your or Your servants, representatives or agents act or omission or because of any other factor within Your control. (v) permit any third party to perform the maintenance services on the Digital POS or any other device deployed or provided by PAY1 or effect modifications, enhancement or software/engineering changes to the Digital POS or any other device deployed or provided by Bank, without the prior written consent of Bank or its authorization to its representatives. vi) alter, modify or otherwise in the programme in the Digital POS.
You shall permit the authorized representatives of PAY1 to carry out physical inspections or audits of the Digital POS or any other device or consumables deployed or provided by PAY1 anytime during business hours, with or without notice.
You shall bear the costs, charges and expenses for electric power or telephone lines or internet connection(s) required in connection with the Digital POS or any other device deployed or provided by PAY1.
You hereby confirm and acknowledge that you have complied and shall comply with all Applicable Laws of the land, and rules and further acknowledges that PAY1 shall have no obligation to verify whether or not you have acted in accordance therewith.
You hereby agree and confirm that PAY1 will be entitled to stipulate or amend at any time, and from time to time, operating rules relating to (i) the Transactions contemplated by these Terms; (ii) any services that may be rendered to You by PAY1; (iii) any use, ownership or maintenance of the Digital POS devices and consumables provided by PAY1/Bank to You; (iv) any other matter relating to use or Authorization of Aadhaar Pay services; or (v) any dealing with Customers. You hereby agree to comply, follow and abide by such Merchant operating instructions as applicable from time to time as per Banks/RBI requirements.
You irrevocably agree, that all payment processing effected on the Aadhaar Pay through Digital POS, installed on your premises, and shall be deemed to have been effected by You, Your authorised employees and / or agents. You shall not dispute the claim or deny the payment processing for any reason.
You shall capture only the Transactions done in its establishment in the Digital POS equipment deployed. On no account, shall you offer to capture the Transactions done in other establishments.
You shall not capture any Aadhaar-related information of the Customers except to the extent necessary for the purpose of the Transactions. Under no circumstance shall you store the Aadhaar-related information of the Customers, or any other personal information of the Customers in any form.
You shall ensure that any software or hardware utilized in the services does not retain its original password and that all passwords are changed on a regular basis.
If you have suffered a data compromise, you shall provide all information and assistance as may be required by the Bank to conduct the forensic analysis.
You shall undertake activities as mentioned in Part 2 below.
Transfer of Ownership: You will immediately notify PAY1 of any sale, assignment, lease or transfer in any way of the establishment or business or all or a significant or material part of your assets.
The Aadhaar Pay facility provided by Bank shall be used by you only for lawfully permitted activities and in line with the terms and conditions as per the Terms.
You hereby agree to pay the applicable fee for the Aadhaar Pay/ Digital POS facility.
Part 1: List of Prohibited activities: Prohibited Merchants List
Merchant selling products that are illegal or breach any law or regulation in the jurisdiction of the PAY1 or Sub-Merchant or Cardholder
Selling legal highs (including, narcotics or other psychotropic substances)
Selling products or services that require licenses, where the license cannot be presented or the license is not valid
Selling replica, counterfeit and/or fake goods
Casinos and gambling equipment, including "Junket Operators" that arrange gambling tours
Betting, bookmaking, racing - Car/ Animals
Military arms, firearms and ammunition
Political candidates or political organizations
Pornography goods/stores, Companion / Escort Services, Dating Services/ Matchmaker services, Online Adult Membership, Adult Book Stores, Adult Telephone Conversations
Companies engaged in financial services which are not regulated by RBI/any other regulatory body or where relevant licenses are not available even though required.
Body parts, which include organs or other body parts â€“ live, cultured/preserved or from a cadaver
Endangered species, which includes plants, animals or other organisms (including product derivatives) in danger of extinction
Hacking and cracking materials which include manuals, how-to guides, information, or equipment enabling illegal access to software, servers, websites, or other protected property
Prescription drugs or herbal drugs or any kind of online pharmacy which includes drugs or other products requiring a prescription by a recognized and licensed medical practitioner in India or anywhere else.
Pyrotechnic devices and hazardous materials which include fireworks and related goods; toxic, flammable, and radioactive materials and substances.
Live animals or hides/skins/teeth, nails and other parts etc. of animals.
Merchant establishments where the promoter/partner/proprietor/owner's name appears in the RBI Defaulters/negative list/Bank's internal negative list or such other list which may be published by the bank from time to time
Selling products that are illegal or breach any law or regulation in the jurisdiction of the Acquirer or PAY1or Sub-Merchant or Cardholder
Selling legal highs (including, narcotics or other psychotropic substances)
Merchants engaged in products or services where specific licenses are required to operate in the local jurisdiction
Tobacco, cigars and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products
Entities engaged in chit funds / unauthorized financial schemes
Entities owned by politically exposed persons (Promoters/Owners)
International merchants not having a local presence in India
Airlines & Payment aggregators
Mining / Oil drilling & refining
Credit repair companies /debt consolidation firms
Houses of worship (e.g., churches, temples etc. for donations) / Fundraising by Political, religious organizations or institutions / Charities or Non-profit organizations
Money Changers, Remittance Services, Money Transmitter, Check Cashing Business, Currency Exchange
Alcohol / Wine shops which include Alcohol or alcoholic beverages such as beer, liquor, wine, or champagne Merchants blacklisted by associations (NMAS/MATCH database)
Part 2: In addition to the duties and obligations set out in this Agreement, You shall undertake the following activities with respect to Aadhaar Pay:
You shall allow both customers and non-customers of the Bank to avail of the Aadhaar Pay service.
You shall offer Aadhaar Pay that is interbank or intra-bank in nature or any other services approved by the Reserve Bank of India from time to time.
You agree to render Aadhaar Pay to any Customer who approaches you with his/her 12-digit Aadhaar number and requests to avail of Aadhaar Pay.
You shall enter the Aadhaar number into the Aadhaar Pay application software ("Software"). The Software shall be integrated with RBL Bank's systems.
You shall request the Customer to input his/her biometrics via a UIDAI-compliant biometric reader (e.g. fingerprints on a biometric reader) to ensure that the Customer has explicitly consented to the sharing of the Customer's information by UIDAI, with the Bank/You.
You shall deploy hardware and software for providing Aadhaar Pay at each Customer service location, as per UIDAI standards, which are certified by Standardisation Testing and Quality Certification (STQC) Institute, Registered Devices under UIDAI, Department of Electronics & Information Technology, Government of India & any other authorised company as and when by the Regulator / UIDAI/NPCI.
You shall develop the software to enable the rendering of Aadhaar Pay as per UIDAI-defined Application Programming Interface (API) protocols.
You shall process Aadhaar Pay for an amount not more than Rs. 10,000/- (Rs. Ten Thousand only) per Transaction. In future, if there is any change in the limits, the latest limits will be applicable as per the circular / notice / guideline provided by RBI / IBA /NPCI/UIDAI or any authorised entity.
You shall provide the data collected in relation to the Aadhaar Pay to the Bank from time to time, as instructed by the Bank.
You shall freely permit the Bank to conduct periodic audits of their system/Software, at your cost.
You shall share the AML reports / Transaction report / Merchant on-boarding report/Merchant pay-out reports with the Bank in the prescribed format as and when requested by the Bank or scheduled as per the arrangement.
All disputes arising out of Aadhaar Pay (including, without limitation, any disputes between the Customer and Your agents) will be handled and managed by You and any reports, transaction slips & evidence of the Transaction required to present the dispute must be made available within the time frame defined by Bank or RBI or NPCI or any other competent authority or committee.
You shall be responsible for handling and/or managing the Customer services such as Customer complaints, Customer queries or any other services required in relation to the Aadhaar Pay. Also, you will ensure that all outlets will display the customer charter, customer helpdesk contact numbers, email IDs (if any), and complaint mailing address which is easily visible to the customer.
You shall be responsible for imparting adequate training to its personnel and outlet managers in relation to the discharge of Aadhaar Pay.
You shall be responsible for reconciliation of the Transactions under Aadhaar Pay, providing MIS reports to the Bank in the manner and frequency as requested by the Bank and AML monitoring of the Customers.
You shall ensure that the Customer data is not shared with anyone by any means and solely used for Aadhaar Pay only. RBL bank shall be the whole and sole owner of the Customer data.
You shall take care of the regular maintenance activity for all the devices used for Aadhaar Pay and ensure the availability of the basic material requirement such as paper role / connecting wire, cables etc. related to the device maintenance in a time-bound manner & must of the Customer service platform.
You shall do the reconciliation on daily basis and any issue or query or deviation (if any) must be reported to the Bank/PAY1 within 2 working days.
Online booking of railway e-tickets:
You shall take and store the requisition forms from customers in electronic form and provide them to PAY1 as and when required.
You shall keep a signboard outside the Merchant Point Location that displays IRCTC service charges, agent service charges and payment gateway charges, and rules and regulations along with IRCTC's logo.
You shall not popularize Yourself as 'Authorized Railway Agents', but only as a €˜IRCTC Authorised E-Ticketing Agents' in respect of services for online booking of railway e-tickets.
You shall ensure that no modification/alteration/tampering of the Electronic Reservation Slip (ERS) is done.
You shall obtain a written request from the Customers before TDR cases are filed with the Railways.
For all Transactions where refunds are requested by the Customer, You refund the money as per cancellations rules to the customers immediately in all cases (within 3-5 days from the date of receipt from the Service Provider)
No extra charges in any form whether for cancellation of the ticket or checking the availability status shall be collected from the Customers
You shall not print Reservation Application Forms with IRCTC Logo on top.
Card Payment Services and M-ATM Services
You acknowledge, agree and confirm that in order to access the Card Payment Services and M-ATM Services, You shall be required to use Micro-ATM Devices. You agree to purchase such devices from PAY1 at such price and other terms and conditions as decided by PAY1 at its sole discretion. Such devices shall be made available by PAY1 to you for availing of the aforementioned Services. You shall, before placing an order for the devices, procure the Performa invoice for every purchase order you place upon PAY1. The purchase order for the devices, as placed, shall be accompanied by a demand draft or cheque or payment by NEFT/ RTGS towards the payment of the purchase price of such devices. The title to the devices, the risk of loss and damages and the duty to insure shall pass to you when the devices have been delivered at the address specified in the purchase order. The devices shall be covered under the manufacturer's warranty, as applicable.
4. CODE OF CONDUCT
The Customer communication information including but not limited to, Services' information, fees, charges and transaction limits, terms and conditions need to be displayed at the Merchant Point Location in such a way that it is prominently visible to the approaching Customers.
Customers need to be attentively attended and all their doubts and queries should be clarified with the best effort by you.
Any dispute or transaction errors at the counter shall be resolved or raised to PAY1 before the Customer leaves the counter.
You shall prominently display at Merchant Point Location, the details of the Customer grievance policy, Customer complaint redressal mechanism including the contact details and phone number for complaint redressal, for the benefit of the Customers.
You shall display proper signage of PAY1 and the customer care contact details including details of nodal officials for grievance redressal (telephone numbers, email address, postal address, etc.), as provided by PAY1.
WORKPLACE RESPONSIBILITIES - DO'S AND DON'TS
Personal dignity, privacy, and personal rights of every individual should be maintained.
Work together with women and men of various nationalities, cultures, religions, and races in a professional manner.
Maintaining honesty and transparency at every stage of carrying out the Services.
Do not discriminate, harass or offend anybody by whatever means.
Do not engage in contact with competitors that could create even an appearance of improper arrangement, whether the contact is in person, in writing, by telephone or through e-mail.
CONFLICT OF INTEREST AND OUTSIDE ACTIVITIES
Conflicts of Interest - General principle
Conflicts of interest can occur if the business practices sacrifice the interests of one set of Customers in favour of another or place business interests ahead of Customers.
Business Associate shall be sensitive and responsible to any activities, interests or relationships that might interfere with or even appear to interfere with, his/her ability to act in the best interests of all stakeholders.
PRIVACY - DO'S AND DON'TS
Properly control access to your work areas and computers.
Protect the physical security of official information.
Limit access to information strictly to those with a legitimate business reason for seeking that information.
Do not discuss sensitive matters or confidential information in public places.
Do not transfer official information into personal databases or carry hard copies of official information, otherwise than for official purposes outside the office.
Do not disclose the username and password of the Terminal to anyone.
Do not share sensitive financial details, like passwords, etc. through email
Do not use an unauthenticated flash or a pen drive, or software on your computer through you transact on the Pay1 portal/any of its business
Do not open emails from unidentified sources and delete them
KNOW YOUR CUSTOMER (KYC)/ANTI-MONEY LAUNDERING
Business Associate shall always and strictly follow the KYC policy of PAY1, made specifically for the purpose of providing the Services. Business Associate shall keep in proper condition and safe custody all the documentation with regard to Customers as per KYC policy and will provide the same to PAY1 promptly from time to time or as directed by PAY1.
Business Associate acknowledges that Money Laundering legislations criminalize money laundering in respect of all crimes including drug trafficking, terrorism, theft, tax evasion, fraud, handling of stolen goods, counterfeiting and blackmail. It is also an offence to undertake and/or facilitate transactions with individuals and entities involved in criminal activities.
Business Associate is aware of the Anti-Money Laundering Policy as adopted by PAY1.
Business Associate has to escalate all suspicious activities/transactions in respect of money laundering regardless of the amount involved or the nature of the offence as per the applicable procedures. Failure to report suspicious transactions despite having knowledge is an offence.
Business Associate shall not provide assistance to any person to launder proceeds of any criminal conduct. Prejudice an investigation by informing (i.e., tipping off) the person who is the subject of a suspicious transaction.
Important Phishing Notice
Always check for the correct URL address.
Do not enter login or other sensitive information to any other website except the listed above one.
Please always change/reset your password/PINs periodically (suggested every 3 months)
Do not share your ID and password with anyone.
Phishing is a fraudulent attempt, usually made through social media sites like Facebook, email, phone calls, including IVR, SMS etc. seeking your personal and confidential information, they may claim to be in a position of authority
Phishing can also happen through a shared system or virus-infected system, hence ensure you are logging on a system which is free from any virus or malware
Trash or forensic recovery- Fraudsters can collect information from discarded materials such as old computer equipment like hard drives, pen drives, DVDs, CDs etc.)
Baiting - Such instances happen when we download movies, songs, or plug in any unverified external devices
Give and Take – A fraudster will commit to giving some benefit or gift in exchange for specific information from the target
PAY1 never sends you a Facebook message, emails/SMS or calls you over the phone to get your personal information, and password. Any such post or email is an attempt to fraudulently withdraw money from your Pay1 account from your Login Portals. Never respond to such Facebook posts/web addresses/email/SMS or phone call. Please report immediately to
Whenever you want to reset your Login Password, you can use the link given on the portal or please call at
Some Websites may have created a similar design and template as ours, please check the URL address before you put your username and password.
In case you note a phishing activity, please report it to
You shall provide full support and cooperation to PAY1, and furnish all the information, papers and documentation promptly in connection with any enquiry, investigation or audit done by PAY1 or any external agency or regulatory or governmental authority in connection with the provisioning of the Services.
You shall ensure that the Customers visiting the Merchant Point Location for the purpose of the availing the Services are intimated and educated about the full details of the Services, the terms and conditions governing the Services, Customer grievance redressal mechanism, forfeiture policy and/or any other details as required by Applicable Law and/or PAY1 from time to time.
You shall always ensure to intimate the Customers that the Services are being provided under the brand "Pay1 Merchant" which is owned and powered by Mindsarray Network Private Limited.
You agree that all the terms and conditions mentioned herein are all material to these Terms and Your engagement with PAY1 as its Merchant and agree to comply therewith.
The obligations herein shall apply jointly and severally to you and your assigns.
The provisions of these Terms shall, as far as permitted by Applicable Law, shall be binding upon the parties, executors, trustees, curators, legatees, heirs and other successors in title.
You shall not cede or assign any of your rights or obligations under the Terms without the prior written consent of PAY1.
You hereby agree to abide by all the terms, conditions and obligations as mentioned anywhere else on the Terminal, which shall be considered as incorporated herein by way of reference and that they shall be binding on you without any contest or demur.
You hereby acknowledge and agree that the Terms may be amended by PAY1 in its sole discretion, and such amendment shall be binding upon you from the date of publishing of the same on the Terminal. You shall not be entitled to challenge the discretion of PAY1 at any point in time in any forum.
PAY1 may or may not inform you about changes in these Terms. You hereby agree that you shall check the Terms regularly to keep yourself updated on the said changes.
5. SYSTEM REQUIREMENTS
In order to access the Terminal and provide the Services, You are required to have an internet-compatible and internet enabled desktop/laptop/mobile device.
It is your responsibility to ensure your mobile device/desktop/laptop meets all the necessary technical specifications to enable you to access the Terminal and provide the Services.
It is your responsibility to ensure that the operating system, antivirus software any other software is licensed and original.
6. CHARGES AND PAYMENTS
Unless otherwise agreed in writing, you agree to give a Non-refundable charge to PAY1, as intimated by PAY1 for the purpose of provisioning of Services through the Terminal. This charge will not be refundable in any circumstance and is a charge towards Services set-up and maintenance costs of PAY1.
PAY1 may levy integration fee/ charges for integrating its systems with your systems for enabling the provisioning of the Services. PAY1 may also charge fees from you like software or Terminal up-gradation fee or any other fee to recover the cost of up-gradation/installation of software/Terminal/any other equipment at your end for the provisioning of the Services.
The charges and payments for the provisioning of the Services by You, as a Merchant of PAY1 shall be as per details as prevailing on the date of Transactions as communicated via email or SMS or any other mode from time to time and in the absence thereof, as specified on the Terminal and the same will be subject to TDS and other taxes as per the laws applicable
By accepting these Terms and Conditions, you expressly authorize and give your consent to Pay1 to hold, receive, disburse and settle funds on your behalf. Such authorisation shall permit Pay1 to receive Customer Payment Amounts pursuant to a Transaction into Pay1’s account to further process each Transaction. Pay1 shall process and transfer such payments received into a trade balance maintained by you and/or to the bank account designated by you for this purpose at the time of registration and/or any such account as instructed by you (“Merchant Account”). The authorization provided herein shall remain in full force and effect until specifically terminated.
By accepting these Terms and Conditions, you also expressly authorize Pay1 to hold, receive and settle funds on your behalf to such other value-added services as may be opted & instructed by you on the permitted use of the application.
7. TERMINATION, EFFECTS OF TERMINATION AND LIQUIDATED DAMAGES, FINES AND PENALTIES
PAY1 shall have the right, at its sole and absolute discretion, to terminate your engagement as a Merchant of PAY1, without any liability by PAY1 to You upon giving 15 days prior written notice to You, without assigning any reason thereof; Similarly, You shall have the right to terminate your engagement as a Merchant of PAY1, upon giving 30 days prior written notice to PAY1.
PAY1 shall have the right to terminate your engagement as a Merchant of PAY1 without any liability by PAY1 to You immediately, upon written notice by PAY1, if there is (i) any material adverse change in the business environment or (ii) any change in Applicable Law or (iii) any requirement or directive of the Service Provider, which prevents the continuing of the arrangement under these Terms or if the license/permission/approval of PAY1, given by any statutory/ regulatory authority/Bank/Service Provider is revoked or terminated for any reason.
PAY1 shall have the right to terminate your engagement as a Merchant of PAY1 without any liability by PAY1 to You immediately, upon written notice by PAY1, if the You cease or threaten to cease to carry on all or a substantial part of Your business, or become insolvent, or make an assignment for the benefit of Your creditors, or a receiver is appointed for Your business, or an order is made for the winding up or liquidation of Your business (other than for the purposes of amalgamation or reconstruction).
PAY1 shall have the right, at its sole and absolute discretion, either, to temporarily deny, limit, suspend Your log-in and access to the Terminal to provide the Services, and/or take any other action as it may deem fit, including levying liquidated damages (as specified below) and/ or pursuing any remedies that may be available under any Applicable Law or, terminate your engagement as a Merchant of PAY1 immediately and in all such cases, without any liability by PAY1 to You, and without any notice to You, on occurrence of the following events of default ("Events of Default"):
You are found to be involved in gross negligence or serious misdemeanour or any undesirable activity or any criminal offence including but not limited to cybercrime, fraudulent activity, forgery, misappropriation of funds, and breach of trust.
You are found to be overcharging from the Customers for the Services and/or collected any fees/charges other than specified by PAY1.
There are frequent Customer complaints against you and/or you are found to be misbehaving with any Customer.
Customer complaints/disputes against you continue even after repeated warnings are issued by PAY1.
In the opinion of PAY1, any breach of these Terms is not curable or your continuation of the provisioning of the Services is not desirable or its continuance therein poses a grave systemic risk.
You do not continue to conform to the qualification/ eligibility criteria for your appointment/ engagement, as set by PAY1 or any statutory or regulatory authority.
You fail to adhere to Applicable Laws and other statutory requirements.
You have abused your rights to provide the Services.
You have performed any act which is or likely to be harmful or defamatory to PAY1, its customers, suppliers or any other third party.
You made use of the Services to perform an illegal act, or for the purpose of enabling, facilitating, assisting or inducing the performance of such an act.
You made any confidential and/or proprietary information pertaining to PAY1 and/or the Services public without the prior written consent of PAY1.
EFFECTS OF TERMINATION
The termination of Your engagement as a Merchant with PAY1, for any cause or without any cause whatsoever, shall have following effects and consequences:
You shall cease to represent PAY1 in any of your dealings with any third party.
All rights granted to you or PAY1 under these Terms shall terminate. Your log-in and access to the Terminal shall get terminated and you shall not be able to access and log-in to the Terminal and you shall not be entitled to provide the Services.
You shall return to PAY1 promptly, in good condition all assets, inventories, services/ material, all instructions books and manuals, technical catalogues and other material, documents and papers etc. whatsoever provided to You by PAY1
You shall not be entitled to claim any amount of loss or compensation for termination of the said engagement.
Termination of Your engagement with PAY1 for any reason shall not affect any rights and / or obligations of PAY1 or You, which (i) accrued before the date of such termination; or (ii) expressed or intended to continue in force after and despite such expiry or termination.
You agree that notwithstanding the termination of your engagement, PAY1 will continue to be entitled to use the information supplied by you or collected from you during your use of the Terminal and provision of the Services by You.
LIQUIDATED DAMAGES, FINES AND PENALTIES
On the occurrence of any Event of Default, PAY1 shall have the right, without prejudice to any of its rights, as specified above, to impose liquidated damages which shall be not less than 10,00,000/- ( Rupees Ten Lacs only) per instance and You agree to pay the same on demand without any demur or contest.
Notwithstanding anything to the contrary in these Terms, You shall be liable to pay/indemnify PAY1 for any fine or penalty imposed by any statutory/regulatory/governmental authority/RBI/court in connection with your acts of commission and omission while providing the Services. PAY1 shall be entitled at its sole discretion to setoff/adjust such fine/penalty from any payments due by PAY1 to You.
Explanation: For the purposes of this clause 7, you shall also include your employees, officers, agents, representatives, successors and assigns.
8. LIMITATION OF LIABILITY
Pay1, including its officers, directors, shareholders, employees, sub-contractors, vendors, suppliers, business associates, parent companies, sister companies, subsidiaries and other affiliates will not be liable to the maximum extent permitted by the applicable law, for any direct, indirect, incidental, or consequential damage, or any other damage and loss (including loss of profit, loss of data and work stoppage), costs, expenses and payments, regardless of the alleged liability or form of action, whether in contract, tort or otherwise, including negligence, intellectual property infringement, product liability and strict liability, that may result from, or in connection with the use of terminal or the inability to access the terminal and provision of the services, or from any failure, error, or downtime in the function of the services, or from any fault or error made by pay1's staff, or from your reliance on content delivered through the services, or from the nature of content delivered through the services, or from any communication with pay1 or from any denial or cancellation of request for information through the services, or from retention, deletion, disclosure or any other use or loss of content through the services, regardless of whether pay1 has been advised of the possibility of such damages. In any event, your sole remedy will be limited to the corrections of such errors, as deemed fit by pay1 in its sole discretion. Without prejudice to the aforesaid, it is hereby acknowledged by you that the aggregate liability of pay1, for any reasons whatsoever, will not exceed Rs. 100/- (rupees one hundred only) or the total cost paid by the customer under the transaction in dispute, whichever is lower.
9. DISCLAIMER OF WARRANTIES
Except as expressly set forth in these terms, pay1 expressly disclaims any other warranty with respect to the use or provisioning of the services or any content or information delivered or sent through the services to you or the customer. The services are provided without any express or implied guarantee or assurance of quality, reliability of the content delivered through the services. Pay1 disclaims all express and implied warranties with regard to the services. Pay1 does not warrant or guarantee that the use of the services will not cause any damages to your device or system or to any other services provided to your device or applications and content that reside on your device. You agree and acknowledge that the use of the terminal, and providing the services is entirely, or at the maximum permitted by the applicable law, at your own risk.
Pay1 does not warrant or guarantee that the services will operate in an uninterrupted, timely, secure, or error-free manner, or that the services will always be available or free from errors or that the services will be immune from unauthorized access.
Pay1 does not warrant, guarantee or make any representations that you will find the services suitable for your needs. Pay1 does not warrant or guarantee that the services you receive will be free from technical inaccuracies or that the content will be legal, non-infringing or will not violate any rights or applicable laws or that the content will not contain any objectionable materials.
You agree and acknowledge that the role of pay1 is limited to providing services and that pay1 does not in any manner warranty, guarantee or make any representations in respect of the accuracy and/or veracity of the information provided in respect of services.
The services and the content thereunder are not intended to constitute or form the basis of any advice (professional or otherwise) or to be used in, or in relation to, any decision or transaction. We do not accept any liability (regardless of how it might arise) for any claim or loss arising from: “any advice given;” any decision made; or “any transaction made or effected. In reliance on, or on the basis of the services and the content thereunder nor any such liability arising from any other use of, or reliance on, the services and the content thereunder.
Pay1 cannot and does not guarantee that the services and any content thereunder will be free from viruses and/or other code that may have contaminating or destructive elements. It is your responsibility to implement appropriate security safeguards (including anti-virus and other security checks) to satisfy your particular requirements as to the safety and reliability of the content.
You understand and agree that the services, terminal, along with any hardware, inventory, technical documentation/data, information, licenses, equipment, software, etc., of pay1 as required for provisioning of services under these terms, are provided on an "as is" basis. Pay1 makes no warranty or representation that the services, terminal, along with any hardware, inventory, technical documentation/data, information, licenses, equipment, software, etc. as required/ provided for the purpose of these terms will meet any requirements of the customer (as defined) or any third party. You further understand and acknowledge that the availability and quality of the services and terminal may be affected due to network connectivity, internet related issues, server breakdown, scheduled downtimes, any other technical issues and/or unavailability of the services or part thereof at the end of the relevant regulatory/ governmental authority/ service provider/system provider/banks. Pay1 shall not be responsible for any damage to you resulting from and pursuant to these terms.
You agree to indemnify and hold PAY1, its licensors, business partners, contractors, sub-contractors, vendors, suppliers, merchants, parent companies, sister companies, subsidiaries and other affiliates of PAY1 and their respective officers, directors, shareholders and employees, indemnified and harmless from any claim, liabilities, damages, costs, losses, demands, expenses, chargebacks, charges and penalties, including reasonable attorneys' fees, made by any third party in connection with or arising out of, provisioning of the Services, or any act of commission or omission by You amounting to non- adhering to these Terms or any breach of Applicable Laws or any fraudulent, illegal, unlawful or undesirable practices or negligence or mischief on Your part or any infringement of intellectual property rights of any third party or any unauthorised use of the Services/ devices supplied by PAY1, by You or occurrence of any Event of Default (refer clause 7).
You agree to defend and indemnify Pay1 from any kind of liability arising from the Bank transfer, cash deposit or any transaction outside the home location or any third person not connected to Pay1, known or unknown to me or any person in my network. If any issue arises of such bank transaction from me and my network of retailers. Pay1 shall not be held liable for repayment of the amount.
You unconditionally and irrevocably holds Pay1 harmless and undertakes to indemnify and keep indemnified Pay1 against all losses, damages, liabilities, claims, suits, fines, charges, expenses, costs (including attorney fees and expenses) whatsoever arising litigation, or complaint arising out of, relating to or resulting from any act or omission of the issuer of the above-mentioned Bank transfer, which Pay1 may incur or suffer or which may be brought against Pay1 by any person as a result of the outright exemption or exemption on my specified account(s) from fraud monitoring and an interception for qualifying interbank or intrabank transactions or cash deposit transactions.
In furtherance of the above, Pay1 may at any time during the continuance of this indemnity and without recourse to me deduct from and set off against my account(s) any amount of any loss, damage, liability, claim, suit, fine, sanctions, charge, expenses, costs (including attorney fees and expenses) whatsoever, which Pay1 may incur or suffer or which may be brought against Pay1 in line with my undertaking under this Indemnity.
You hereby agree that no delay or omission or grant of any indulgence on the part of Pay1 in the exercise of any right, power, privilege or remedy in respect of this Indemnity shall be construed as a waiver thereof. The rights, powers, privileges, and remedies provided in this Indemnity are cumulative and not exclusive of any rights, powers, privileges or remedies provided by law. This Indemnity shall be effective from inception from the date when Retailer/Distributor is onboarded with Pay1 and is continuing and shall remain valid and in force until it is discharged by Pay1.
You hereby agree and undertake that if the company receives any complaint from the Investigation Agency or Police pertaining to any transaction or any fraudulent activity whether known or unknown to you. You shall take complete responsibility for the case and/or complaint which is raised against the Company on behalf of your misconduct and/or by your network of retailers. You shall take full responsibility, for costs/expenses and shall cooperate with the investigation agency for such matters if any.
In the event of any change in applicable law, statute or rule which restricts the right of the Distributor/ Retailer to indemnify a person serving in a capacity referred to in this Indemnity, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Indemnity, shall have no effect on this Indemnity or the Company’s rights hereunder.
In the event of payment under this Indemnity, the Distributor/ Retailer shall be subrogated to the extent of such payment to all of the rights of recovery of the Company, who shall execute all documents required and shall do everything that may be necessary to secure and enforce such rights.
You undertake that the undertaking is binding on you and your legal heirs/ representatives/ partners/ directors who are responsible for the acts done by the company/ firm from time to time.
In the event that any of the provisions of this Indemnity are held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain valid and enforceable to the full extent permitted by law and the illegality, invalidity or unenforceability of any provision of this Indemnity under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction.
You undertake that You shall treat as confidential all Confidential Information of PAY1 and shall not disclose
For the avoidance of doubt, "Confidential Information" shall be deemed to include (without limitation) (a) the following types of information and other information of a similar nature, whether or not set forth in writing: discoveries, ideas, concepts, papers, software in various stages of development, designs, drawings, specifications, techniques, models, prototypes, data, source code, object code, documentation, manuals, diagrams, flow charts, schematics, research, process, procedures, functions, "know-how", marketing techniques and materials, marketing and development plans, Customer names and other information related to Customers including their KYC and details of Transactions undertaken for the Customers, price lists, pricing policies and financial information; and (b) any information disclosed to PAY1 by any third party under obligations of confidentiality to PAY1.
12. AMENDMENTS TO THE TERMS
13. ENTIRE AGREEMENT
14. GOVERNING LAW AND JURISDICTION
a) These Terms shall be governed by the laws of India. You and PAY1 agree to submit to the personal and exclusive jurisdiction of the courts of Mumbai. In case of any dispute or other matter arising in reference to the Terms and/or the Services, such dispute or other matter shall be referred to a sole arbitrator appointed by PAY1 and shall be governed by the Arbitration and Conciliation Act, 1996, amended from time to time. The venue for arbitration shall be Mumbai and shall be conducted in the English language. All the costs, charges and expenses in connection to the arbitration shall be solely borne by the user who raised the dispute.
b) Subject to the provisions above, the courts having jurisdiction under the provisions of the Arbitration and Conciliation Act, 1996, to determine all the matters which the court is entitled to determine under the Act, including, without limitation, the provision of interim reliefs under the provisions of section 9 of the Arbitration and Conciliation Act, 1996, shall exclusively be the courts at Mumbai, India.
15. WAIVER AND SEVERABILITY OF TERMS
Failure to delay or neglect by PAY1 to enforce at any time any of the provisions hereof shall not be construed nor be deemed to be a waiver of the PAY1's rights hereunder nor in any way affect the validity of the whole or any part of these Terms nor prejudice PAY1's rights to take subsequent action. No remedy conferred by any of the provisions of these Terms is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise, and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more of such remedies by PAY1 shall not constitute a waiver by PAY1 of the right to pursue any other available remedies. If any provision (or part thereof) of these Terms is held to be a violation of any Applicable Law, the same shall be deemed to be deleted from these Terms to the extent of such violation. The remainder of these Terms shall remain in full force and effect as if the provision (or part thereof) had not originally been contained in these Terms. Notwithstanding the foregoing, the PAY1 shall provide for an acceptable alternative provision in place of the provision so deleted, in its sole discretion which shall be binding on you without any contest or demur.
You agree and confirm that the indemnities, confidentiality obligations, limitation of liability, disclaimer of warranties, and dispute resolution mechanism, shall survive the efflux of time.
You shall not assign or transfer any of its rights, benefit, or interest in these Terms without PAY1's prior written approval. However, PAY1 may assign these Terms to its affiliates/ Bank without Your consent. The Bank, upon such assignment, may, at its sole direction, terminate this Agreement and cease to make payments to you, if any.
18. GRIEVANCE REDRESSAL AND GRIEVANCE OFFICER
In accordance with Information Technology Act, 2000 and the rules made there under, you can email to the Grievance Officer at: firstname.lastname@example.org
You agree that you will inform the Customers, the provisions of the Customer Grievance Policy or as communicated by PAY1 from time to time.
19. COMMUNICATION WITH PAY1
You shall communicate by sending a written communication through registered post or courier at its registered office.