Merchant Establishment Agreement
This Agreement (“Agreement”) is executed between Payswiff Solutions Private Limited (“Payswiff”) (Service Provider), and the Merchant (as described in Schedule III) (“ Merchant”). Payswiff and Merchant may be referred to collectively as “Parties” and individually as “Party”.
Payswiff Solutions Private Limited engaged in the services of providing (a) Digital Payment Solutions and Services; and (b) Payment Processing Platform, all of which are made available through web application, mobile application, Card Reader / Device / MPOS / POS terminals, Online Payment Gateway and/or other technology infrastructure of Payswiff enabling individuals and businesses of all sizes to process payments of their customers and cash withdrawal requests through different payment options as mentioned in Schedule I (Services).
Merchant has agreed to avail, and Payswiff has agreed to render, the Services, on the terms set out herein. Merchant can avail/opt all or any of the services.
All capitalized terms used but not defined within the main body of this Agreement shall have the meanings described to them in Schedule III.
2. Hardware and/or Software
- Based on the package selected, the merchant is required to subscribe the Software(s) and/or lease/buy the device for availing the Services. The Services can be availed either by using the Software installed on Merchant’s computer/mobile and/or by using the Device.
- The Device shall carry a 1-year replacement warranty if there is a latent manufacturing defect.
- In case of lease, the Device remains the property of Payswiff and Payswiff has all rights to recall the device at point it reasonably deems necessary.
Merchant undertakes to:
(a) Notify Payswiff immediately of any damage, loss, malfunction of Device / Software.
(b) Not reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or trade secrets for the Device/Software supplied by Payswiff.
(c) Provide unrestricted access to customer data as may be stored by Merchant and agrees that Payswiff shall have the full right to use the said customer data for analysis and data mining purposes and for such other purposes as may be deemed so by Payswiff.
3.1 Payswiff shall provide, and Merchant shall avail, the Services on the terms set out in this Agreement and Schedule [I].
3.2 The details of the Installation & Activation, the Payment Processing, Settlements and Chargebacks in relation to the Services are set out in Schedule [II].
4. Payments and Charges
4.1 Merchant shall pay all fees, rentals, charges, penalties, interest, levies, taxes, reimbursements and/or any other charges/liabilities which may be incurred (directly or indirectly) by Payswiff in relation to the Services rendered by Payswiff to Merchant, including Annual/Half Yearly/Monthly Maintenance Charges.
4.2 Failure on the part of the Merchant to make the above payments shall result in:
(a) Late payment fees, penalties and interest; and/or any other charges as may be raised by Payswiff.
(b) Netting/set off by Payswiff of any and all amounts of the Merchant which are accessible to Payswiff including from the Nodal Bank / Reserve Account/and the settlement account with Payswiff, and/or the initiation of appropriate legal proceedings against Merchant for recovery of its dues and/or blacklisting of Merchant.
(c) Merchant is liable to pay AMC or MMC as applicable based on the Device purchased/ leased from Payswiff. Late Payment Charge shall be applicable in case on non-payment of the AMC or MMC. Payswiff will be eligible for interest on such late payments.
4.3 Training Materials & Support
Payswiff shall provide training materials and training videos on the Payswiff website. The mobile/Web Application also contains the relevant training materials. Apart from this Payswiff also has a toll free number as mentioned on the Payswiff website on which Merchant can reach during Business Hours for any further clarifications/Questions. It is the obligation on Merchant to visit the site or call the toll free number on time to time basis and be updated on all the Application procedure. Payswiff does not provide any one to one training to the Merchants.
4.4 Merchant’s obligations
4.4.1 Merchant shall comply with all Applicable Laws and the Rules.
4.4.2 Merchant shall retain the bills, invoices and delivery challans (if any) pertaining to the Charge slip for a period of 20 months from the date of the Transaction and make the same available to Payswiff within 3 working days of being notified.
4.4.3 Merchant shall permit authorized representatives of Payswiff and Acquiring Banks to carry out physical inspections of the Merchant’s premises during business hours, which may be with or without notice to the Merchant.
4.4.4 Merchant shall be liable for the following:
- Any infringement of Payswiff’s or a third party’s Intellectual Property Rights by the Merchant.
- Merchant’s wrongful or improper use of any Device or Service.
- Any Loss or damage to Device;
- All Transactions submitted by Merchant using the Service (including without limitation the accuracy of any product information that Merchant provides or any claim or dispute arising out of products or services offered or sold by Merchant);
- any other party’s access and/or use of the Services with Merchant ID, Terminal ID, password or any other appropriate security code;
- Merchant’s violation of any Applicable Laws.
- The Merchant will provide adequate/relevant KYC document and vouch that the information furnished are best to his knowledge. In case the documents provided are incorrect/inadequate it will be deemed as violation of the agreement, Payswiff retains the rights to suspend the services and impose fine on the Merchant which Payswiff deems fit.
4.4.5 Transfer or Change in Business
- Where the Merchant proposes to change the nature of business or goods sold, which may result in the Merchant category to be changed in the books of the card schemes, the Equipment, Other Equipment and the Support Services shall be used only after such change is informed the Payswiff and acceptance thereof is conveyed in writing to the Merchant.
- In case any of default by merchant Payswiff retains all rights to suspend the services and impose fine which Payswiff deems fit.
4.4.6 The Merchant shall not, at any point in time during which the payment is being processed or thereafter, seek and/ or accept the secret PIN relevant to the transaction either orally or in writing from the cardholder and enter the same in the POS device. The merchant shall, at all times let the cardholder enter the PIN in the device to execute the transaction.
4.5 Representation and Warranties
The Merchant represents and warrants that
(a) It is an entity duly incorporated and validly existing under Applicable Laws;
(b) It is carrying on its business in accordance with its Memorandum and Articles of Association and as per the applicable laws;
(c) It has all requisite corporate, government and other approvals required to carry on its business and perform its obligations under this Agreement and the same are valid and in force; and
(d) It has the power and authority to execute and deliver this Agreement and the same does not violate any law, rule, regulation or order applicable to it;
(e) There is no claim, proceeding or governmental investigation of any nature pending, nor has it received any notice in respect of any of the foregoing matters, nor does it have any knowledge in respect of any such matters, which may impair a Party from undertaking its obligations or a Party from enforcing its rights under this Agreement.
(f) The Merchant recognizes that the Payswiff offers the solution in collaboration with various third parties and in case of unprecedented glitch in the services as provided by them, there may be delay and the Payswiff shall not be responsible for such delays or service interruptions attributable to causes beyond its reasonable control, including, without limitation, limitations on the availability of telephone transmission lines and facilities, failures of other communications equipment, Internet access delays or failures, failures or deficiencies of Merchant’s equipment, or Merchant’s failure to meet its responsibilities.
4.6 Term & Termination
4.6.1 This Agreement shall come into force on the Effective Date and shall continue until it is terminated.
4.6.2 Either Party may terminate this Agreement or one or more Services at any time by giving a 90-day prior written notice,to the addresses mentioned in the section 10.4.3, provided there is no locking period as applicable. Merchants with applicable locking period can terminate the agreement by giving 90 days prior written notice after completion of applicable locking period.
4.6.3 If the Merchant terminates this Agreement before expiry of Lock-in Period, Merchant shall pay the Termination Fee.
4.6.4 Payswiff may terminate this Agreement immediately (without any prior notice) if:
- Payswiff believes that fraudulent Card Transactions, suspicious transactions and/or any activity prohibited by this Agreement or under law are occurring;
- Merchant appears on any Card Brands’ or other Transaction Gateway Partners’ security reporting;
- any dispute between Merchant and a customer of Merchant arises due to deficiency in service by Merchant and remains unresolved for 7 days after dispute is raised;
- Merchant receives excessive chargebacks i.e. chargebacks exceeding 1% of its monthly volumes or chargebacks exceeding 3% of its monthly Transactions;
- there is negligence or misconduct by the Merchant or its employees or agents;
- the Merchant damages or potentially exposes Payswiff to risk of damage of its brand/trade name/trademark or any other intellectual property rights, or infringes any third party rights or introduces any software virus or program in the Device or Software(s) designed to disrupt, interrupt, disable, damage, destroy or limit the functionality of the Device/Software(s);
- there is any breach of this Agreement by Merchant. If this Agreement is terminated under this Clause the Merchant shall pay the Merchant Misconduct related Closure Fee.
4.6.5 Upon termination, all the leased Devices shall be returned by Merchant at their own cost in working condition within 7 working days failing which Merchant shall pay the Device Damage Fee.
4.7 Limitation of Liability
4.7.1 Services are provided on an “as is where is” and “as available” basis. The aggregate liability of Payswiff under this Agreement on account of any breach of the obligations of Payswiff set out in this Agreement shall not exceed Rs. 10,000 INR
4.8 Indemnification by Merchant
4.8.1 The Merchant shall indemnify, defend, and hold Payswiff and entities associated with Payswiff including its directors, employees and agents harmless from and against any liabilities, claims or demands (including the costs, expenses, dispute resolution costs and attorneys’ fees on account thereof) relating to or which may result from any:
22.214.171.124 Breach by the Merchant of its obligations, including but not limited to those specified in these Terms and Conditions;
126.96.36.199 Any injuries to persons or damage to the Equipment, including theft, resulting from Merchant’s acts or omissions;
188.8.131.52 Any claims brought against Payswiff arising in whole or in part out of claims brought against the Merchant involving, fraud, mishandling or misplacing Transaction Receipt during the term;
184.108.40.206 Any claim or proceeding brought by the customer against Payswiff and/or entitles associated with Payswiff in respect of any products of the Merchant;
220.127.116.11 Claim or proceeding brought against Payswiff and/or entitles associated with Payswiff in respect of any services or operations of the Merchant;
18.104.22.168 Any act of negligence or default by the Merchant or the Merchant’s affiliates, agents, employees or licensees or the Merchant;
22.214.171.124 Any act or omission by the Merchant in respect of the sale of /payment for the products;
126.96.36.199 Any fines, penalties, interest on delayed payments imposed directly or indirectly on Payswiff and/or entities associated with Payswiff on account of the Merchant and/or the products.
4.8.2 Notwithstanding anything contained in these Terms and Conditions, in no event shall Payswiff and/or entities associated with Payswiff be directly or indirectly liable to the Merchant for any consequential, remote, direct, indirect, special, incidental or punitive loss, damages, compensation, costs, charges or expenses (including without limitation, loss of profits or revenues, loss of opportunity etc.) of any nature whatsoever by reason of termination of the arrangement between the Merchant and Payswiff.
4.8.3 The Merchant shall fully indemnify and keep indemnified Payswiff and/or entities associated with Payswiff from all damages, costs, legal fees, charges and expenses, and losses that Payswiff and/or entities associated with Payswiff may incur as a consequence of any failure whether temporary or permanent of the Support Services (as modified from time to time) provided by Payswiff Nodal Banks and or any other entity associated with Payswiff to the extent such failure results in any wrongful or incorrect payment to the Merchant. The Merchant shall also undertake to make good and reimburse Payswiff and/or entities associated with Payswiff and/or the customer for any failure of the Support Services, to the extent of such failure results in any wrongful or incorrect payment to the Merchant.
4.8.4 In the event of Payswiff being entitled to be indemnified pursuant to these Terms and Conditions, Payswiff shall be entitled to accordingly and to such extent debit the payments to be made to the Merchant irrespective of any dispute that the Merchant may have in respect of such debit and shall be also entitled to collect the said money in any manner whatsoever.
- The Merchant shall be responsible for all applicable taxes with respect of services availed under this agreement.
- The Merchant shall be responsible to submit the certificate of tax deducted or any other document evidencing deduction of tax as applicable within 30 days from the due date for submission of returns of tax deduction to the government. The duty to comply with the provisions of tax deduction solely rests upon the Merchant and Payswiff shall not be liable for the same under any circumstances and in any manner whatsoever. Subject to this Clause, the Merchant shall make all payments of amounts/fees due under this Application to Payswiff free and clear of, and without reduction for, any withholding taxes.
4.10.1 Modifications to Agreement: Payswiff may from time to time amend/revise/change/increase any provision of this Agreement, including but not limited to those relating to the Services and the terms of its uses, the rates, fees and charges, and the same shall be binding on the Merchant. Payswiff shall intimate Merchant via email, or though Application Notification via in Application. In case the Merchant is not desirous of continuing to avail the Services as a result of the changes, Merchant may communicate to Payswiff within 3 days of being notified of such changes, subject to the terms of this Agreement. Failing to do so, will automatically result in auto acceptance of the changes.
4.10.2 Force Majeure: Payswiff shall not be liable for any failure to perform any obligation under this Agreement or any Schedule during such period and to the extent that the due performance thereof by Payswiff is prevented by or due to any cause beyond its reasonable control any force majeure event including act of God or act/omission/delay on the part of any third parties.
188.8.131.52 Payswiff shall not be liable or in breach of this Agreement for any interruption of the provision of Services, or any delay or failure to perform under this Agreement when such interruption, delay or failure results from causes beyond that Party’s reasonable control, including as a result of strikes, lock-outs or other labor difficulties; acts of government, riot, insurrection or other hostilities; embargo, fuel or energy shortages; fire, flood, acts of God, wrecks or transportation delays; or inability to obtain necessary labor, materials or utilities from usual sources.
4.10.3 Notice: Any notice or other communication under this Agreement shall be in writing, signed by the party making the same, and shall be delivered personally or sent by certified or registered mail, postage prepaid, addressed as follows:
Payswiff Solutions Private Limited
2-48/5/6, 10th Floor, Vaishnavi Cynosure, Telecom Nagar,
Opposite RTTC, Gachibowli, Hyderabad, Telangana-500032
4.10.4 Applicable Law and Jurisdiction: This Agreement shall be governed by the laws of India. The Parties submit themselves to the exclusive jurisdiction of competent courts at Hyderabad, Telangana.
4.10.5 Arbitration: Any dispute, difference or claim between the Parties arising from this Agreement shall be settled by arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996. The arbitral tribunal shall be composed of a sole arbitrator appointed by Payswiff. The venue of arbitration shall be Hyderabad. The arbitral proceedings shall be conducted in the English language and any award or awards shall be rendered in English.
4.10.6 Breach: any act or omission of breaking and/or failing to observe a law, agreement, or code of conduct resulting in the violation of all or one of the clauses of this agreement.
4.10.7 Confidentiality: Merchant shall maintain confidentiality of all matters in connection with this Agreement (including existence thereof), the Services, the commercial terms agreed between Parties, and all data of its customers and the Card Holders. Merchant shall not in any circumstances ask a Card Holder to provide any personal information as a condition for honoring a Card unless (a) such information is required for delivery of the goods or services; (b) Merchant has reason to believe that the person presenting the Card may not be the actual Card Holder; the merchant suspects about the veracity of the transaction and (c) such details are required for Authorization of a Transaction. In case Payswiff has asked Merchant to collect such information.
4.10.8 Intellectual Property Rights: shall mean any and all technology, inventions, processes, know-how, designs, works of authorship, and any other technical subject matter related thereto. The term “Intellectual Property” also includes all intellectual property rights or similar proprietary rights related to or protecting the foregoing, including (a) all inventions, all improvements thereto and all patents, patent applications, Provisionals and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof, (b) all registered and unregistered trademarks, service marks, trade dress, logos, trade names, registered domain names, and corporate names, including all goodwill associated therewith, and all applications (including intent-to-use applications), registrations, and renewals in connection therewith, (c) all copyrightable works, all copyrights and all applications, registrations and renewals in connection therewith, including all rights in works of authorship, curricula, program materials, translations, abridgments, revisions compilations and derivative works, (d) all trade secrets, customer lists other confidential business information (including, without limitation, ideas, formulas, compositions, know-how, techniques, research and development information, drawings, specifications, designs, plans, proposals, and technical data), (e) all computer programs and related software, including source code and object code thereof, data, data tapes, databases and related manuals, notes, and documentation, and (f) all copies and tangible embodiments.
184.108.40.206 The Merchant shall not to do anything whatsoever which might impair Payswiff’s right, title or interest in or to Payswiff’s Intellectual Property Rights and agree that the Merchant shall not acquire or attempt to acquire any right, claims, title or interest, license in or to any of the Intellectual Property Rights of Payswiff. The Merchant shall not decompile/disassemble, or create or attempt to create or reconstruct, by reverse engineering or otherwise, any code supplied under the Application and or these Terms and Conditions including in respect of the Equipment or Other Equipment or use it to create any derivative work.
4.10.9 Waiver: Failure by any Party to enforce one or more of the provisions of this Agreement shall not constitute a waiver of their right to enforce the same or other provisions in the future. All waivers must be signed by the waiving Party.
4.10.10 Entire Agreement: This Agreement including the Schedules set out the entire understanding of the Parties with respect to its subject matter.
4.10.11 Severability: If any provision of this Agreement is held invalid or unenforceable by any court of final jurisdiction, it is the intent of the Parties that all other provisions of this Agreement shall be construed to remain fully valid, enforceable and binding on the Parties.
4.10.12 Relationship of Parties: The Parties are independent contractors and nothing in this Agreement shall make them joint ventures, partners, employees, agents or other representatives of the other Party.
4.10.13 Counterparts: If copies of this Agreement or any amendments are to be physically signed, this Agreement may be executed and delivered to communication address mentioned in Section 4.10.3, a copy of which shall constitute an original and all of which taken together shall constitute a single Agreement.
4.10.14 Verification of Information: In order to provide the services per this agreement we have entered into arrangements with various Acquiring Banks, Nodal Bank, financial institutions, Card Associations and other software providers who are in the business of providing information technology services and we are obliged to share the information/ data collected during the currency of this agreement and this requirement is fully understood and acknowledged by the Merchant.
4.10.15 Survival: Clauses 4.7, 4.8, 4.9, 4.10 of this Agreement and other provisions that by their very nature should survive termination or expiration shall survive the termination of this Agreement.
Full Name: NEW MASTER MEDICALS
Full Name: Payswiff Solutions Private Limited
Schedule I (Services)
Payswiff may provide one or more of the following payment solutions:
1. Payswiff POS: ‘Card present’ solutions, where the customer uses a physical Card to (a) make payments for goods purchased / services availed through the Device; and (b) withdraw cash from Merchant by using debit cards of customer (i.e. Cash@ POS); (c) avail of EMI facilities for payments made to the Merchant, if the same are approved by the customer’s bank/Issuer.
2. Payswiff POS ‘Card not present’ solutions, where the customer does not use a physical Card but can (a) make payments for goods purchased / services availed; and (b) avail of EMI facilities for payments made to the Merchant through Merchant’s website, Application or payment link by using the internet payment gateway services of Payswiff.
3. Internet banking, where the customer can make payments for goods purchased / services availed through Merchant’s website, Application or payment link by using a valid user name and password provided by the customer’s bank.
4. Pre-paid Payment Instruments (i.e. Mobile Wallets), where the customer can make payments for goods purchased / services availed at Merchant establishment and/or through Merchant’s website, App or payment link by using the valid user name and password provided by the bank through the Application of the PPI / Mobile Wallet provider.
5. Unified Payment Interface (UPI), where the customer can make payment for goods purchased / services availed at Merchant establishment and/or through Merchant’s website, Application or payment link, by using Apps of banks / governments (such as Bhim) or third party Provider.
6. Bharat QR, where the customer can make payment for goods purchased / services availed at Merchant establishment and/or through Merchant’s website, App or payment link, by using Apps of banks / governments (such as Bhim) / third Party Payswiff.
7. Payswiff CAAT: Payswiff offers early settlements (“cash advances”) against the “Successful Transaction” processed by the Merchant. The Merchant may avail the cash advance against all authorized successful transaction wherein the Valid Charges for all/any authorized transactions shall be credited to the Merchants account of the authorization of the transactions. It is only applicable for valid sale transactions and not for transactions offered for cash advance. Once the payment is made against the successful transactions will not be refunded at any point of time. The relevant commercials and terms & conditions shall be mentioned in the Payswiff App.
8. Payswiff Application : Payswiff also offers Integrated Business Solutions which allows the Merchant to do Invoicing, Inventory Management and customer Management. Merchant can avail these services by downloading and subscribing to this application .
9. Aadhar Enabled Payment System (AEPS) and Aadhar Pay, where the customer can (a) make payments for goods purchased / services availed; and/or (b) transfer money from his bank account to any person from Merchant establishment; and/or (c) Withdraw money from his bank account from Merchant establishment, all of which are done by using Aadhar data for authenticating the transaction.
10. Payswiff VAS: Value Added Services, where the customer can
(a) make payment to various third parties including recharges, billers, mobile network operators, DTH service providers and Internet Service Provider
(b) transfer money to any person from Merchant establishment after paying cash or reimbursing / paying a fee to the Merchant. For availing these Value Added Services, the Merchant is required to maintain a ‘closed loop wallet’ with Service Provider. The schedule of charges for all Value Added Services will be set out in the Application provided by the Service provider.
Additional Services: Any other services as may be offered by the Payswiff, from time to time. The commercials terms for such services shall be decided by the Payswiff and if Merchant uses the same, the same shall be binding.
The VAS provided are in collaborations with various third parties. Any delay in providing such services due to third party act or omission, Payswiff will not be responsible for such delay.
11. Payswiff KHAATA: Payswiff also offers Khaata – a closed looped wallet service. Which enables the merchants to offer prepaid/postpaid wallet services to its customers. The terms and conditions of the services and the commercials are mentioned in the schedule. Payswiff also offers the merchants the couponing and loyalty platforms.
(Process for undertaking Transactions)
The following terms and conditions govern the Services:
1. Activation & Installation
(a) Payswiff shall provide Merchant a Merchant ID number and/or Terminal ID number through which the Merchant can activate and use the Services.
(b) Payswiff shall assist Merchant in installing the Software and activating the Device for availing the Services.
2. Processing of Transactions
- When accepting a payment, Merchant shall follow the steps provided below:
- Merchant shall determine that the Card is valid;
- Merchant shall obtain the Authorization before completing any Transaction. Where Authorization is obtained, Merchant shall be deemed to warrant the true identity of the customer as the valid Card Holder;
- Merchant shall not attempt to obtain an Authorization on an expired Card. Transactions shall be deemed invalid on Cards that are expired, whether or not Authorization has been obtained.
- Merchant shall obtain the Card Holder’s signature on the Charge slip, wherever prompted by the POS machine, and compare that signature with the signature on the Card;
- Merchant shall deliver a true and complete copy of the Charge slip to the Card Holder, physically or digitally, after the Transaction is completed; Non-completion of above requirements will result in the charge being rendered invalid and Merchant will require to refund the entire amount irrespective whether goods were supplied or services were delivered, without any demur or delay, as may be required by the Payswiff
- Merchant undertakes to Payswiff as under:
- Each Charge slip presented to Payswiff for collection shall be genuine and shall not be the result of any fraudulent transaction and shall not be deposited on behalf of any business other than that of Merchant.
- Each Charge slip shall be the result of a Transaction for the bona fide purchase of goods or services by the Card Holder for the total amount stated on the Charge slip.
- Merchant shall perform all its obligations to the Card Holder in connection with the underlying Transaction.
- Merchant shall ensure that the Transaction itself shall not involve any element of credit for any other purposes other than as set forth in this Agreement and shall not be subject to any defense, dispute, offset or counter claim which may be raised by any Card Holder.
- Merchant shall ensure that any credit voucher, which it issues, represents a bona fide refund or adjustment on a Card sale by Merchant with respect to which a Charge slip has been accepted.
- Payswiff shall be entitled to monitor Merchant’s daily deposit activity. Merchant’s deposit activity should remain consistent with the “approved” monthly volume and average ticket amount. Payswiff may, in its sole discretion, elect not to process volumes over the approved monthly volume or over limit transactions.
- If the suspension arises from a suspicious or unusual Transaction, Merchant shall be charged a Security Processing Fee per suspended Transaction, and, if the suspended Transaction or unusual or suspicious activity involves an amount exceeding Rs 10,000 per transaction an Investigation Fee shall be charged for each such event.
- Merchant shall include all goods and services purchased in a single Transaction at one time on a single Charge slip, except: (I) for purchases in separate departments of a multiple department store; (ii) for payment which is being taken in installments by the Merchant; or (iii) for delayed, amended charges or balance payments to the Merchant which are governed by the Rules imposed by Card Brands for travel and entertainment transactions.
- Merchant shall not present any Transaction representing the refinancing of an existing obligation of a Card Holder including, but not limited to obligations (I) previously owed to Merchant, (ii) arising from the dishonor of a Card Holder’s personal check, and/or (iii) representing the collection of any other pre-existing indebtedness, including collection of delinquent accounts on behalf of third parties.
- Merchant shall not receive any payments from a Card Holder to prepare and present a Transaction for the purpose of affecting a deposit to Card Holder’s Card account.
- Merchant shall not process any Transaction for obtaining or providing a cash advance either on Merchant credit card or the credit card of any other party.
- Merchant shall not process duplicate Transactions. Merchant shall be debited for any duplicate Transactions and shall be liable for any Charge backs that may result therefrom.
- Merchant shall not accept or process any fraudulent Transactions and shall not present for processing or credit, directly or indirectly, a Transaction, which originated with any other Merchant or any other source.
- If Merchant processes any transactions which are prohibited by law or by this Agreement, Payswiff shall be entitled to such steps as it may deem necessary to protect the interests of Payswiff, the Card Holders and the Transaction Gateway Partners including, but not limited to, suspension of the account/processing privileges or withhold funds of Merchant without interest and/or require Merchant to maintain sufficient funds in the Reserve Account.
- Payswiff also complies with Payment Card Industry-Data Security Standard (PCI-DSS) and Payment Application-Data Security Standard (PA-DSS) guidelines.
- All settlements shall be in accordance with the RBI rules, regulations and guidelines as applicable.
- Payswiff shall settle Transactions carried out by Merchant through Nodal/Acquiring Bank.
- Payswiff shall process all valid Transactions of the Merchant through the Transaction Gateway Partners.
- Payswiff may provisionally credit the value of the processed Transactions to the Merchant Account.
- Payswiff may refuse to accept any Charge slip or revoke its prior acceptance of a Charge slip in the following circumstances: (a) the transaction giving rise to the Charge slip was not made in compliance with all the terms and conditions of this Agreement, or; (b) the Card Holder disputes his liability to Merchant/ Payswiff for any reason, including but not limited to those Chargeback rights enumerated in the Rules, or; (c) the transaction giving rise to the Charge slip was not directly between Merchant and Card Holder, or; (d) the transaction is outside the parameters indicated on the Merchant Application. Merchant shall pay Payswiff and for any amount previously credited to the Merchant for a Charge slip not accepted or later revoked by them.
- Merchant shall maintain one or more Settlement Accounts, for payment of the Transaction Amount less the charges, fees and other payments set out in Schedule. If Merchant intends to change the Settlement Account, Merchant must notify Payswiff with all relevant documentation for re-verification, and the same shall be effected within 3 working days of receipt of the Merchant’s notice with complete documentation after the re-verification is completed. Merchant shall pay Payswiff the Merchant Settlement Account Change Fee.
- Payswiff shall not be liable for any liability whatsoever including on account of delay in receipt of funds or errors in debit and credit entries caused by third parties including without limitation, any Card Brand, Acquiring Bank, Nodal Bank, Merchant’s Bank, couriers, communication carriers, servers and internet service providers, data processors, clearing houses or payment gateways, or any failure in electronic fund transfers, Server/system/network failure or any other glitches which are beyond the control of Payswiff.
- Monthly statements shall be available for viewing through the Merchant’s online account with Payswiff. All statements may be accessed from the Account Login on the website of Payswiff. Printed statements can also be obtained from Payswiff by paying Transaction Statement Fee. Merchant shall promptly examine the statements and notify Payswiff by email of all errors by providing Merchant’s name and Account number within 7 days for the occurrence of the error. Payswiff shall investigate the same within 30 days of receiving the email.
- Merchant authorizes Payswiff to initiate reversal or adjustment entries and initiate or suspend such entries necessary to grant Merchant conditional credit/debit. Merchant shall pay to Payswiff any charges and costs demanded by others or incurred by Payswiff on the Transactions.
- If Payswiff is of the opinion that a particular transaction is fraudulent or suspicious or incorrect data has been inserted by Merchant, Merchant alone shall be liable for the same.
- Merchant’s policy for the warranty/guarantee, exchange, return or replacement of goods sold and adjustment for services rendered and shall clearly specified on the invoice raised by Merchant. If Merchant fails to do so, a full refund in the form of a credit to the Card Holder’s Card account must be given by Merchant. Merchant shall not refund cash to a Card Holder who paid for the goods / service by Card. Credits in cases of refund must be made to the same Card account number on which the original Transaction was processed. To enable such refund, Merchant shall at all times maintain sufficient funds in the Merchant Account.
- Payswiff shall be entitled to establish and maintain for the Merchant a Reserve Account at any time prior to or after termination of this Agreement (with or without notice to Merchant), to ensure recovery of any liabilities owed by Merchant or reasonably anticipated by Payswiff to be owed by Merchant pursuant to this Agreement. Payswiff shall be entitled to do the following in relation to the Reserve Account:
- Set-off /deduct amounts arising out of actual and/or potential post termination Chargebacks, as well as any and all post-termination fees, charges and expenses due or anticipated to be due to Payswiff from Merchant;
- Fund and/or replenish the Reserve Account by withholding or withdrawing from, or freezing all or any part of, the Merchant Account. The Reserve Account shall not bear interest;
- Maintain the Payswiff’s Reserve Account and enforce its rights as regards the same event after termination of this Agreement till such time as all the payments due by Merchant to Payswiff remain outstanding.
- Customer Grievance Redressal:- Payswiff adhere in addressing all customer grievances by following the guidelines and policies that are proposed by Regulators including RBI from time to time. Any grievances regarding disputed transactions can be raised by the customers through Payswiff website via payswiff.com/customergrievance. All greivances will be addressed by Payswiff’s Grievance officer depending on the nature of the complaint.
4. Chargebacks(a) All liabilities arising from any Chargebacks shall be to the account of Merchant and shall be paid by Merchant immediately (i.e. on the same day) upon being intimated of the same. Failure to pay a Chargeback within the same day shall attract the Late Payment Charge. In addition, Merchant shall pay the Chargeback Retrieval Fee per Chargeback as set out in Schedule [IV].
(b) Merchant agrees that all Transactions may be subject to a Chargeback.
(c) Merchant agrees that a Chargeback which occur for a variety of reasons, including without limitation, the following:
(i) The Transaction is a duplicate of a prior Transaction or is the result of two or more Transactions generated for a single sale/service.
(ii) The Card Holder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased.
(iii) The price of goods or services on the Transaction differs from the amount that Merchant presents for payment.
(iv) The Transaction results from an internet, mail, phone or preauthorized order and the Card Holder disputes entering into or authorizing the Transaction or the Transaction has been made on an expired or non-existing account number.
(d) Payswiff shall take all steps for representing Merchant in relation to a Chargeback before the relevant Transaction Gateway Partners. However, Payswiff shall not be responsible nor does it provide any guarantee for the recovery of any Chargeback amount.
(e) Merchant agrees that fraudulent and incorrect transactions and consequent Chargebacks shall not be considered to fall within the purview of the Services and Payswiff shall not be liable or obligated under any circumstances whatsoever for rendering its Services in relation to the same.
(f) Merchant shall be liable to pay the difference in currency exchange if the Chargeback amount is greater than the original sale, issuer claims, and items for which Payswiff did not receive the final payment for any reason.
(g) Merchant can raise any dispute regarding the difference in settlement amount and transaction status within 30 days. Any dispute will not be entertained after such time period. Payswiff is not liable to pay any amount to the merchant after the expiry of the 30 days.
(h) Merchant shall submit all the supporting documents to contest chargeback within due date, upon Payswiff request. Chargeback will be considered as accepted in case merchant do not provide all the applicable supporting document within the due date. In case Merchant do not wish to contest the chargeback or fail to submit the supporting documents within the due date, however, Payswiff contests and wins the chargeback, funds debited will not be refunded to the Merchant. Such funds will be booked as Payswiff’ earnings. Merchant will have no claims on such earnings.
Enforcement of Merchant Obligations
Security Interest: To secure the Merchant Performance under this agreement, including without limitation Merchant obligations arising out of Chargeback or Returns, Merchant hereby represents to Payswiff , a security interest in all charge slips, credit drafts, and all deposit accounts and Reserve Accounts, regardless of source, wherever found, standing in the name of merchant, including any affiliated companies of Merchant, whether established or designated and maintained pursuant to this AGREEMENT or not, as well as in the proceeds of those deposits. In the event of Merchant’s default in payment of Chargeback of returns, Merchant stipulate (i) that all personal bank accounts standing in the names shall be subject to this AGREEMENT and (ii) Merchant irrevocably consent to Payswiff using any means available to locate such deposit accounts until such time as all amounts due have been paid to Payswiff.
Payswiff may require additional documentation if the Merchant should exceed “approved” monthly volume or average ticket, and Merchant agree promptly to provide such documentation upon request. Merchant agree that Payswiff may, in its sole discretion, elect not to process volume over the approved monthly volume or over limit transactions. Merchant further agrees that Payswiff may, in its sole discretion suspend the disbursement of Merchant’s fund partially or fully for any reasonable period of time required to investigate suspicious or unusual deposit activity and that suspension may subject Merchant to additional suspension fees and/or any fees as set forth in Schedule IV of this agreement herein. Payswiff shall make good faith efforts to notify Merchant as promptly as is commercially reasonable. Payswiff shall have no liability for any losses, either direct or indirect, which Merchant may attribute to any suspension of funds disbursement.
SCHEDULE III (Definitions)
“Acquiring Bank” means the bank designated by the Payswiff as the ‘Acquiring Bank’ which is a member of a Card Brand and with whom the Payswiff has entered into an agreement for the purposes of authorizing/processing the Transactions.
“Agreement” shall mean this Agreement together with the Schedules, and amendments as may be agreed between the Parties hereto from time to time.
“Applicable Laws” shall mean all statutes, enactments and acts of legislature, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, treaties and orders of the Government of India and/or any government, judicial or quasi-judicial body or any other authority, as amended or supplemented from time to time.
“AMC” stands for Annual Maintenance charges of the Devise as set by Payswiff.
“Authorization” means the process by which the Payswiff approves a Transaction using the Acquiring Bank’s infrastructure, as stipulated by the Payswiff from time to time and includes approval flashed on the Device or on the web page where the payment is being made.
“Business” means the business activity, which the Merchant is normally engaged in.
“Breach” any act or omission of breaking and/or failing to observe a law, agreement, or code of conduct resulting in the violation of all or one of the clauses of this agreement.
“Card” means a credit, debit or any other card issued by an Issuer.
“Card Holder” means person to whom a Card is issued or who is authorized to use that Card.
“Card Brands” includes National Payment Corporation of India (“Rupay”), MasterCard International, Inc. (“MasterCard”), Visa U.S.A., Inc. (“VISA”), American Express, Union Pay, Diners and Discover and any other card organization offering credit, debit, pre-paid or any other card programs to Issuers.
“Chargeback” means a Transaction that is returned to the Acquiring Bank by the Issuer through the Card Brands for any reason whatsoever.
“Charge slip” means the form used by the Merchant in a format provided by the Payswiff to enable the Merchant to record charges and the details of the Transaction and to obtain the Card Holder’s signature, thereby obtaining the Card Holder’s consent to debit his card account with the Issuer.
“Credit Card” A Valid Card bearing the service mark of Visa or Master Card, Rupay, (and any other card as agreed by the Parties), the use of which accesses the Card Holder’s credit facility through one of the Card Brand.
“Debit Card” A Valid Card the use of which accesses the Card Holder’s bank account facility made available by the Issuer’s DCC (Dynamic Currency Conversion of Merchant’s local currency being the currency in which Merchant’s goods or services are priced into an approved currency as agreed upon by the Card Holder of a non-Indian issued card)
“Device” includes the Mobile Point of Sale Device, other Point of Sale Terminals and any other equipment which the Payswiff may provide to the Merchant for availing the Services.
“Device Deposit” means the amount required to be deposited by the Merchant with the Payswiff in case a Device(s) is taken on lease by the Merchant.
“Effective Date” Signing Date shall be considered as Effective Date”
“Guarantor” means the person including but not limited to Director/s, Promoter/s, Owner/s of the Merchant, who personally guarantee/s to discharge any liability called by the Payswiff.
“Issuer” means a member of a Card Brand issuing a Card.
“Intellectual Property Rights” shall mean all forms of intellectual property rights including trademarks, patents, copyright and designs.
“Merchant” The other party to the agreement who avail the services provided by Payswiff.
“Merchant Account” shall mean the account of the Merchant created by Payswiff for the purposes of (a) recording all transactions between the Merchant and its customers; (b) recording all transactions between Merchant and Payswiff.
“MMC” stands for Monthly Maintenance charges of the Devise as set by Payswiff.
“Nodal bank” means a bank which is authorized by the Reserve Bank of India and operates the Nodal Account under the guidelines stipulated by RBI for operating such accounts for third party settlements for the Payswiff, to receive all the settlement proceeds and settles it to the Merchant. “Nodal Account” shall mean the bank account designated as the ‘Nodal Account’ by the Payswiff (as per the RBI guidelines) for the purpose of receiving and disbursing the proceeds of settlement of all Transactions processed through the Payswiff.
“Payable Amount” means the amount payable to the Merchant, calculated after deducting commission, Chargebacks and other deductibles from the Transaction Amount.
“App” means the Software Application provided by Payswiff for use through mobile, computer, and tablet and through which the Services are availed by the Merchant and rendered by Payswiff.
“Per Transaction Charges” Per Transactions Charges (PTC) includes the charges payable to the Various stake holders which includes the Card Brands, Acquiring/issuing banks, Switching Payswiff s and it also includes the charges for the Services provided by Payswiff.
PA DSS” means Payment Application Data Security Standards set by the PCI SSC, being the security standards for software vendors and others that develop payment applications that store, process or transmit cardholder data.
“PCI DSS” means the Payment Card Industry Data Security Standards, as managed and evolved from time to time by the PCI SSC.
“Reserve Account” shall mean the account of the Merchant created by Payswiff for the purposes of (a) Claims, Set off or any Contingent Liability.
“Rules” shall mean the rules and regulations of the Card Brand/Transaction Gateway Partners.
“Settlement Account” shall mean the bank account of the Merchant provided to Payswiff for the purposes of Settling the transactions as per schedule II of this agreement. The details of the settlement bank account provided by the merchant are in schedule V of this agreement.
“Service Provider” shall include Payswiff and its subsidiary and affiliates.
“Software” shall mean any software described in, attached hereto and incorporated herein, and including all forms of code, such as Source Code and Object Code, any upgrades, modified versions, updates, and additions thereto, in any form and on any media including all fixes, updates, modifications, enhancements and new releases of the foregoing.
“Suspicious Threshold Limit” shall mean a limit set solely by the Payswiff to ascertain whether a Transaction or an activity may be deemed to be unusual or suspicious.
(Transaction) means the successful transaction between a Card Holder and a Merchant for the payment by such Card Holder to the Merchant towards the Card Holder’s purchase of goods and/or services from the Merchant by using the Services which results in the release of appropriate funds from the Transaction Gateway Partners to the Nodal Account.
“Transaction Amount” shall mean the amount payable by the Customer using the Valid Card 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.
“Transaction Gateway Partner/s” shall mean the Card Brands, Banks, Pre-paid Instrument Providers (PPIs), Electronic Wallets, Associations and any other transaction partner’s which the Payswiff may add from time to time for rendering the Services and/or the Additional Services.
“Valid Card” shall mean a Credit Card or Debit Card or such other card issued by a Card Brand or any card association as per the Rules of such card association as notified by the Payswiff from time to time bearing signature of the Card Holder whose name is embossed on the same but shall not include (I) a card listed on a current warning notice or (ii) an expired card or a card not yet operational or (iii) a card that cannot be used in India or (iv) a damaged or torn card. “Valid Charges” is a charge within the amount authorized in accordance with the Clauses in the Agreement, which is charged to the Card Holder (I) on a Charge slip acceptable to the Payswiff, bearing an imprint of a Valid Card and bearing the same signature as that on the Valid Card; and (ii) using the Device with which Charge slip is generated after swiping the Valid Card, and bearing the same signature as that on the Valid Card.
“Value Added Services” Certain value added services provided by Payswiff to its Merchants on time to time for certain extra charges as applicable.
“Wrongful/Improper Usage” Any merchant using the device for other than specified Purpose, Location, and Business as mentioned in the Merchant Agreement.
SCHEDULE IV (Details of Fees, Charges & Package Details)
|Initial Cost||INR XXXX.XX|
|Annual Maintainance Charge*||INR XXX.XX|
|Monthly Maintainance Charge*||INR XXX.XX|
I request you to please accept my Application and process the same.
Merchant shall also pay all the applicable fees and charges as mentioned in the schedule of fees & charges as per in this details available in the Payswiff Website. All the fees and charges are subject to change without any prior intimation to the Merchant. To see the details of such fees and changes Merchants refer to link as provided below.
Terms & Conditions:
- 1.One Time Setup Fee is not refundable and is payable upfront at the time of signing of the Service Agreement.
- Transaction Charges will be debited from the Transaction Amount on upfront basis. Applicable taxes as per law will be deducted at actuals.
- Maintenance charges shall be payable in advance with the One Time Setup Fee, for subsequent months shall be payable in advance and is Non-refundable.
- Security Deposit is payable upfront at the time of signing of the Service Agreement and it is refundable.
- All payment options live with PAYSWIFF will be available subject to respective Payswiff approval.
- Any new payment options that will be integrated by PAYSWIFF will be enabled upon merchant accepting the terms and conditions of such payment option and subject to the approval of the Payswiff providing that Payment option.
Schedule V (Settlement Account Details)
|Account holder name||Name|
Schedule V (Settlement Account Details)
|Sign and stamp: Merchant authorized signatory||Sign and stamp: (Payswiff) Payswiff authorized signatory|