Introduction

The terms and condition for the appointment of Merchant to use the Bank Services are provided below (“Terms”). Merchant is therefore requested to read and understand the same prior to enrolling as a Merchant. If Merchant does not want be bound by the below-mentioned Terms, or any part thereof, Merchant may contact Bank at merchantcare@airtelbank.com before signing the Merchant Enrollment Form. Submission of Merchant Enrollment Form (“Form”) to Airtel Payments Bank Limited (“Bank”) shall be conclusively deemed assent to these Terms.

Bank and Merchant shall individually referred to as “Party” and collectively as “Parties”.

Definitions and Interpretation

1. Definitions: The following words and expressions (including in the preamble or Form hereof) shall, unless the context otherwise requires, have the following meanings ascribed to them:

a.        “Affiliates” shall mean any entity controls, is controlled by, or is under common control with a Party. For avoidance of doubt control shall mean ownership or control, either directly or indirectly, of more than fifty percent (50%) of the voting rights of such entity or of the board of directors of such entity;

b.        “Account” refers to the Customer’s savings account or Airtel money wallet or any other type of account so designated by the Bank to be eligible account(s) for the operations.

c.        “Bank Services” shall mean the services provided by Bank (a) issue and operate prepaid instruments known as Stored Value Card Wallet authorized by the Reserve Bank of India (b) Business Correspondent services while acting as a Business Correspondent (c) Business to Business payment services including but not limited to payment processing and payment collection services (d) payment systems that the Merchant may utilize to accept payments from Customers;

d.        “Applicable Laws” shall mean and include all statutes, legislations, rules, regulations, directives, judicial pronouncements and administrative guidelines that may be in force in India including the Payment and Settlement Systems Act 2007, the Information Technology Act, 2000 and the Information Technology (Reasonably Security Practices and procedures and sensitive personal data or information) Rules, 2011, Procedural Guidelines for UPI by National Payments Corporation of India (NPCI), Telecom Unsolicited Commercial Communications Regulations, 2007 (the “TRAI Regulations”) and Guidelines for Telemarketers, issued by Department of Telecommunications (“DOT Guidelines”) and such other regulations, directions, circulars, orders and directives issued by Government Authority from time to time including RBI Guidelines;

e.        “Applicable Clearance(s)” includes all necessary approvals, sanctions, authorizations, licenses, exemptions or concessions required under Applicable Laws including trade license, shops & establishment act, permissions, property tax, advertisement tax, labour laws, GST, and any other such approvals, licenses, permissions, taxes, authorizations valid and duly renewed from time to time;

f.         “Business Correspondent” means Bank acting as a facilitator for Customers with respect to their Account transactions;

g.        “Business Days” shall mean any day other than second and fourth Saturday or all Sundays or will mean a day which is not a public holiday in India or any other day which RBI or Applicable Laws recognizes as a business day;

h.        “Customer” shall mean an individual person who has registered with the Bank and operating through a valid Account thereby availing Bank Services and has accepted all the terms and conditions with respect to the Bank Services.

i.         “Commencement Date” shall mean the date on which these Terms shall come into force and shall be the date so mentioned in the Form;

j.         “Government Authority” means any ministry, department, board, or any governmental instrumentality directly or indirectly under control of any central, provincial or local government, and includes any court, tribunal, or judicial or quasi-judicial body having jurisdiction including Reserve Bank Of India (RBI), National Payments Corporation of India (NPCI), Unique Identification Authority of India (UDAI), Telecom Regulatory Authority of India (TRAI), Department of Tele-communication etc.

k.        “Intellectual Property Rights (IPR)” means any rights in or in relation to any patent, copyright, design, logo, utility model, trademark (whether registered or not and includes rights in get-up or trade-dress), brand name, service mark, tradename and any other rights of a proprietary nature, existing anywhere in the world.

l.         “Merchant Enrollment Form” or “Form” shall mean the application form filled by the Merchant for using the Bank Services;

m.      “Merchant” shall mean and include the Merchant, its employees, agents, authorized representatives and Affiliates;

n.        “Merchant Services” shall mean the goods and services sold/leased to the Customers by the Merchant;

o. “Personal information” means any information relating to any natural person which in combination with other information is available with the Merchant or likely to be available with the Merchant and is capable of identifying such person and it shall also include sensitive personal information such as call data records; financial information such as bank account details, credit/ debit card details, payment instrument details; password etc. or any other type of information prescribed under the Applicable Laws as Sensitive Personal Information;

p.        “RBI Guidelines” shall mean and include regulations, guidelines, notifications, etc., issued by the RBI from time to time that governs the Bank Services; and q.        “Tenure” of these Terms shall be the duration, calculated from the Commencement Date for which these Terms shall be effective until terminated by the Bank.  

2.     Interpretation - In these Terms, unless specified otherwise:  (a) “include” means “including without limitation” and (b) reference to a statute or a statutory provision includes its amendments, modifications, re-enactments.

Scope of Services

1.   These Terms shall be enforceable against either Party from the Commencement Date.

2.   Bank shall allow the Merchant to use Bank Services to Customers.

3.   This arrangement is not exclusive in any manner. It is clarified that the Merchant is free to offer any other payments system to its Customers and Bank is free to provide Bank Services to any other person or entity.

General Obligations of the Merchants

1.   Merchant hereby gives his consent to provide his Aadhaar number or Permanent Account Number (PAN) for the purpose of getting himself on-boarded as a Merchant. Also, the merchant provides consent to the Bank to provide his Goods and Service Tax registration number (GST number) to the Bank and at the same time allows the Bank to fetch details (including Legal name of Business, Trade Name, Date of registration, Office address, Gross Total Income, etc.) thereof and to store the same in its records. Merchant confirms that his Aadhaar number, PAN and GST number are correct and true. Merchant understands and confirms that he is providing his Aadhaar details voluntarily.

2.   The Merchant shall facilitate the utilisation of the Bank Services with due regard and in absolute compliance to all Applicable Laws and ensure that no part of the transaction between Merchant and Customer is contrary to the Applicable Laws.

3.   Merchant shall use best efforts to promote Bank Services to Customer.

4.   The Merchant shall ensure that no part of the consideration that flows between the Merchant and the Customer is illegal or contrary to Applicable laws. It is clarified that Merchant shall only use the Bank Services for retailing goods and/or services and Merchant shall not, directly or indirectly, allow the conversion/liquidation of balance into cash.

5.   In case, any other content/service is added on to the existing Bank Services, these Terms shall be deemed to be modified to that extent and shall be binding on the Merchant.

6.   The Merchant shall be solely responsible at its own cost for obtaining all Applicable Clearances in relation to Merchant Services. Merchant shall ensure that the sale of goods and/or services shall occur in compliance with all the Applicable Laws.

7. In case of a website or online sales, the Merchant shall ensure that such website is maintained in accordance with Applicable Laws and shall ensure that appropriate steps are taken to ensure the security of data and transactions occurring at such website. Merchant or permitted subcontractors shall not transmit or host or publish or modify or upload or update or share any information or content which is grossly harmful, harassing, blasphemous, obscene, pornographic, pedophilic, harmful to minors in any manner, hateful or racially or ethnically objectionable, disparaging, relating to encouraging money laundering or gambling or defamatory or which infringes any right of privacy of any individual, or which infringes any intellectual property rights of any individual or entity or which is otherwise unlawful, or misleads the addressee about the origin of such information or impersonates any person, or contains a computer virus or computer contaminants or which threatens public order or incites the commission of the offense. Further, Merchant’s website shall clearly indicate the terms and conditions of the Service and timeline for processing returns and refunds.

8.   Merchant shall not charge the Customer any additional amount or discriminate against the Customer in any way for using Bank Services.

9.   Bank will have sole and exclusive ownership of and rights to collect, store, and use all information received by Bank from the Customer in the course of any Customer’s use of Bank Services. Merchant shall not claim any right or interest in the same and the Merchant undertakes that he shall not store, copy, transfer or use such information for any purpose other than those specifically agreed between the Parties during or after the termination of these Terms.

10.     The Merchant shall not disclose or transfer any Personal Information to any third party unless required to do so under Applicable Laws and shall ensure that Personal Information is dealt with in compliance with Applicable Laws relating to data protection including complying with security practices as provided under Information Technology Act, 2000. Merchant shall ensure that it will ensure compliance in this regard by its employees, permitted subcontractors, and its agents.

11.      Merchant shall maintain the transaction data as per the Applicable Laws from the transaction date. Merchant shall ensure the security of transactions to the extent as may be applicable to Bank Services including taking all necessary precautions and all other prudent steps that might be required as per Applicable Laws.

12.   Merchant shall assist Bank in the implementation of any promotional schemes or other such activities that might be undertaken by Bank.

13.   The Merchant undertakes not to send, under any circumstances, any promotional messages using SMS, auto-dialers USSD messages, WAP messages, or in any other manner to any subscriber appearing in the Do Not Call (DNC) list or in violation of TRAI Regulations, failing which, the Bank shall have the right to recover from the Merchant statutory penalties/ tariffs levied under TRAI Regulations/ DOT Godliness on Bank or its service provider.

14.   Merchant ensures that Merchant doesn’t have any malafide intention of duping customers, does not sell fake/counterfeit/ prohibited products, etc.

15. Merchant undertakes and states that it shall not indulge in any manner in the sale of prohibited/illegal/banned product or services as per the applicable laws, in the event the Bank becomes aware of breach of the same then the Bank may at its discretion forthwith terminate the relationship/agreement with the Merchant without any prior notice. It shall at all times be the responsibility of the Merchant to keep itself informed in regard to the list of the prohibited/illegal/banned products or services. Merchant shall at all times keep the Bank indemnified and hold it harmless against any third-party claims including but not limited to any penalties, fines, legal proceedings, etc. levied on or raised/initiated against the Bank due to the breach of the terms and conditions as contained herein.

16. Merchant is bound by these terms and conditions as amended from time to time.

General Obligations of Bank

1.   Bank shall ensure that Bank Services are provided in accordance with these Terms, however, the Bank Services are not guaranteed against failure. Bank shall not be responsible for any loss caused or any compensation claimed on account of interruption in Bank Service, non-availability of Bank Service or any other such factor(s) outside the reasonable control of Bank.

2. It is expressly understood that the scope of Bank Services  under these Terms is limited to the provisions of payment system that the Merchant may utilize to accept payments from Customers. Bank does not claim any right or give any representation or warranty regarding any transaction between the Customer and Merchant and nor does Bank make any representation or warranty regarding any Customers using the Bank Services.

1. Bank shall ensure that settlement of funds with Merchant shall not be co-mingled with other business, if any, handled by the Bank.

Customer Support

1. The Parties shall be responsible for addressing all Customer related queries, disputes and any other assistance that might be required by the Customer with regard to their respective services  insofar as the query, dispute or assistance sought refers to:

1.1. any transaction between any prospective Customer or Merchant and either Party; and

1.2. any product, service or good that is sold/leased or provided by the Merchant.

2.   Bank reserves the right to communicate the Merchant’s name, address, e-mail address and other such details both at the time of sale confirmation and if the Customer reverts for any product/service issue relating to Merchant Services.

3. The Parties agree that they will maintain call centre operations at their own cost, to provide customer support or assistance/help desk services manned by appropriately qualified personnel to answer queries from and provide assistance to Customers, for their respective services.

4. To monitor a merchant’s business , Airtel Payments Bank’s representatives including its off role employees orRangers will be authorised to view and access business summary of the merchants on Ranger’s application post obtaining consent from the merchants (by requesting merchants to share consent authentication code with the Ranger). This consent will be required by the Rangers each time they access the merchant business information. Merchants will have the option not provide the consent by not sharing the consent authentication code.

Consideration

1.   Bank shall ensure that total collected value from the Customer is paid net of charge (after deduction the Merchant service fees) to the Merchant. Such payments will be made to the Merchant’s designated bank account.

2.   Merchant shall pay to Bank a fee at the rate specified by Bank. Further, such rate can be subject to revision at the sole discretion of Bank or as per the guidelines/circulars issued by Government Authority from time to time. However, Bank shall intimate to Merchant regarding such revision in the fee rate well in advance.

3.   All payments under these Terms shall be made in accordance with the contents of the Form and Bank shall not be liable to pay any amounts except as provided for in the said Form.

4.   The mode of payment to Merchant would be through RTGS (Real Time Gross Settlement) or NEFT (National Electronic Fund Transfer). Merchants are expected to have RTGS/NEFT enabled bank account to receive payments. Any future taxes applicable on these transactions would become part of the scope of this settlement process.

5.   The existence of any payments related disputes shall not be acknowledged by Bank unless information along with relevant details of such dispute are communicated to Bank within 7 (seven) days of the occurrence/apprehension of such dispute.

6.   In case Merchant’s bank account details change, Merchant shall inform the same to Bank and Bank will not be liable for any payment delays due to non-communication of change in Merchant’s bank account details.

7.   Timelines for Settlement: The timelines for Settlement would be governed by RBI Guidelines and both Bank and Merchant would be bound by the same. In case the Merchant is an aggregator of products/services and the payment received has to be transferred to the final merchant timelines for transfer to the final merchant as specified by RBI regulations would have to be adhered to. Any delay in transferring the payment by the Merchant to the final merchant would be considered as a breach of contract.

8.   Bank will provide transaction reconciliation file on T+1 day. Consider T is Transaction day. In case T+1 are holiday then Bank will provide the reconciliation file on next Business day of T+1. Automated file will be sent. In case of holiday, Bank will provide the reconciliation on next Business day.

9.   On daily basis, Merchant will receive funds in their designated bank account after deducting the relevant fee and applicable tax (“Settlement Amount”) on T+1 for asuccessful transactions. Automated fund settlement files will be shared. Settlement will be done only on Business days.

10. Unless otherwise provided in these Terms, any amount not paid through the above settlement process, shall be invoiced to Merchant on a monthly basis and shall be payable within 15 Business days from the date of invoice.

11. All tax or statutory liabilities arising in connection with transactions or any other obligations pertaining to the Merchant shall be the responsibility of the Merchant.

12. Bank shall endeavor to send a periodic MIS to the Merchant containing details on total transactions and shall include amount collected, total deductions (commission, TDS, Service tax), amount transferred, etc.

13. The Parties shall follow the extant instructions of RBI with regard to Merchant Discount Rate (MDR).

Service Audit & Investigation

During the validity of these Terms, and for a period of six months thereafter, Bank, at its sole expense (through internal or external auditors) (“Auditor”), reserves the right to audit, inspect, and make copies or extracts of relevant customer support systems (processes, records, documents etc.) that may be maintained by the Merchant. This Audit may be conducted by Bank or by RBI or any person appointed by the RBI. The scope of this Audit will be limited to transactions arising out of or in connection with these Terms. Bank or any Auditor appointed by Bank, shall have unrestricted access to all documents whether maintained electronically or otherwise including but not limited to the right to call for documents and explanations from the employees of the Merchant, as it may think necessary for performance of its duties as an Auditor. In the event the audit findings relate, to overcharging, misrepresentations, unethical, fraud or breach of Terms, Bank shall have all or any of the rights stated herein against the Merchant

(a)       to recover the overcharged amount;

(b)      to suspend/stop all the outstanding/future payments;

(c)       to terminate these Terms forthwith without prejudice to other right under law and contract;

(d)        to take appropriate legal action as may be necessary

The scope of the audit will include but not limit of the following Key Performance Indicators (KPIs)-

(i)     Accuracy- information shared with Customers

(ii)   Turnaround time (TAT)- for service requested by Customers

(iii)  Percentage of repeat complaints

           Bank shall at all times have the right to ask the Merchant to undertake investigations on certain events, and the Merchant shall within 72 business hours of such directions from Bank conduct and complete the investigations and shall submit the report to Bank.

Business Rules

1. The Merchant shall send communication (SMS &/or e-mail) of transaction confirmation to the Customers. The format of this communication shall be approved by Bank in advance.

2.     Merchant shall provide Bank with complete terms and conditions as and when requested by Bank under which Merchant provides goods and/or services to the Customers and any proposed amendment to these terms and conditions shall be intimated to Bank two weeks before such change becomes effective. In no event shall such terms and conditions differ to the detriment of Customers just by virtue of the fact that such Customers were to utilize Bank Services.

3.    The Merchant shall ensure compliance with these Terms under which good and/or services are sold by Merchant to Customers and Bank shall have no liability with regard to any claim arising with respect to any breach of any conditions under which goods and/or services are provided by Merchant to Customer.

4. Bank reserves the exclusive right to determine the manner in which Bank Services are offered to Merchant and thereafter availed by the Customers.

5.The Merchant understands, agrees and acknowledges that below mentioned transaction limits will apply on the basis of Know Your Customer (KYC) data/detail submitted by the Merchant to the Bank. Further, Merchant undertakes and agrees that full name of Merchant is required to be matched with his/her settlement account name at all times and in case of any name mismatch either at the time of enrolling the Merchant or thereafter, Bank shall have the right at its sole discretion to ask Merchant for taking any corrective action/reject Merchants application/suspend/terminate the Merchant with immediate effect for use/providing Bank Services to Customers.

6. The Merchant by signing up with the bank and agreeing to avail the merchant services thereof, the merchant confirms consent to the clause: "I am not a Politically Exposed Person (PEP) nor do I hold any relation to a PEP.   KYC data (as submitted by Merchant to Bank) and Corresponding Transacting Limits (in INR): ·       Aadhaar number submitted (verified by aadhaar verhoeff algorithm): 10000/- Daily and 250000/- Yearly ·       Aadhaar number (verified via aadhaar verhoeff algorithm) and PAN (verified via NSDL) submitted: 10000/- Daily and 3600000/- Yearly ·       Aadhaar number verified via UIDAI (through OTP or any other means):  50000/- Daily and 250000/- Yearly ·       Aadhaar verified via UIDAI and PAN (validation via NSDL):  50000/- Daily and 3600000/- Yearly . Aadhaar verified via UIDAI and GST Number (active and validated from source): No Daily or Annual limit

Relationship Between the Parties

1.  The relationship between the Parties is limited to the provision of Bank Services which are the subject matter of these Terms.

2.  These Terms do not create any employee-employer relationship between the Parties. The Merchant, its employees, agents and representatives are independent contractors and nothing contained herein shall be deemed to create any partnership, joint venture between the Parties or a merger of their assets or their fiscal or other liabilities or undertaking or create any employment between Bank and the Merchant and/or its representatives, employees and agents.

3.    At no time shall the Merchant represents to any third party that the scope of its association with Bank extends beyond the scope of these Terms. Persons employed by the Merchant will be under the sole and exclusive direction and control of the Merchant and shall not be considered employees of Bank for any purpose. In the event Merchant is permitted to employ subcontractors under these Terms, the Merchant shall remain responsible for the delivery and performance of these Terms. The Merchant shall be solely responsible for ensuring that all its subcontractors comply with these Terms and all Applicable Laws. These Terms are being entered into on arms-length basis under the Applicable Laws.

4.   At no time any of the employees/representatives of the sub-contractors is considered to have any privity of contract with Bank.

Representation & Warranties

1.   Each Party represents and warrants to other that:

1.1 it has all requisite corporate power and authority to execute, deliver and perform its obligations under these Terms and has been fully authorized by all requisite corporate actions to do so.

1.2 it has all necessary Applicable Clearances for running and operation of its establishment for the conduct of its business;

1.3 it has full right, title and interest in and to all IPRs (including limited right of use of those owned by any of its vendors, affiliates or subcontractors) which it provides to the other, for use related to the services to the Customers, and that any IPR provided by a Party will not infringe the marks of any third party.

1.4  execution and performance of these Terms by the Parties does not and shall not violate any provision of any existing arrangement with any party.

2. The Merchant further represents, warrants and covenants as follows:

2.1.   it has the requisite experience, expertise, manpower, mobility and communication modes required to efficiently perform/provide the Merchant Services and use the Bank Services.

2.2. it will perform its obligations under these Terms in    compliance with all Applicable Laws, and shall keep all the Applicable Clearances valid to perform its obligations under these Terms.

3. The Merchant further warrants and represents to Bank that it has taken or will take all necessary steps to ensure that nothing is or will be contained in the goods and/or services provided to Customers which might make its usage/ consumption/ sale/ transfer or make the transaction between the Customers and Merchant illegal or actionable for any reason as per any Applicable Laws.

4. Personal Information which the Merchant is exposed to due to the existence of these Terms shall not be used for any purpose other than communication envisaged in Clause 8. or for internal billing and invoicing purposes.

5. Merchant is a citizen and tax resident of the Republic of India and not of any other foreign country.

Consequential Damages

1. Neither Party will be liable to the other for:

1.1. Any incident, indirect, consequential or special damages of any kind, however arising; or

1.2. Any costs, damages or expenses arising from delays, actions or problems caused by any third party, including without limitation, any telecommunications carrier or banking systems.

2. This provision survives termination of these Terms.

Indemnification

1. Merchant agrees to indemnify and hold harmless Bank from all losses, claims, damages and liabilities arising from:

1.1.   Loss caused by any breach of Applicable Laws by the Merchant;

1.2.  Claims by third parties relating to acts/commissions by the Merchant and all costs associated with the defense of such a claim.

1.3. Loss arising out of any misrepresentation, negligence, fraud or willful misconduct by the Merchant.

1.4. Loss caused by breach of any obligations contained in these Terms by the Merchant.

2. The indemnified party shall inform forthwith the indemnifying party in case any of the circumstances detailed in this Clause 12.1 arise and shall provide the indemnifying party with all necessary assistance to defend/settle such a claim.

3. The indemnified party shall take all steps to defend any claim raised by any third party relating to any matter envisaged in Clause 12.1 and shall not afford the claim any lesser degree of care than it would have afforded to any matter brought against it.

4. Notwithstanding anything contained herein the indemnifying party shall be entitled to take complete control of any proceeding to adjudge the veracity/quantification of any claim relating to the indemnification provided that the indemnifying party may not admit to any liability on the part of the indemnified party without prior approval from the indemnified party.

Trademark, IPR, Advertising and Display

1. Each Party will retain all rights and ownership in their respective IPRs whether created or acquired prior to or later, or independent of, these Terms.

2. The Merchant agrees to display any promotional material, signs, posters, logos, standees, interactive displays, demos and any other such materials that Bank might specify, in the form and manner specified for such display, for the duration of these Terms.

3. Merchant authorizes Bank to utilize, for such purposes as may be reasonably required for the operation of Bank Services, the name, logo, address and any other such details of the Merchant.  

Confidentiality

1. Merchant acknowledges that it will be in receipt of confidential and proprietary information relating to Bank, its Affiliate (s) including, without limitation, lists and other details of Customers and prospective customers, financial and business information, including pricing structures, technical information and other information not generally known to the public (collectively referred to as “Confidential Information”).

2. Merchant acknowledges that any Confidential Information is the exclusive property of Bank and is a trade secret and any disclosure and/or improper use of Confidential Information would irreparably injure Bank.

3. Merchant agrees that, during and after the term or these Terms, neither it nor any Affiliate or person, firm, corporation, employed by or otherwise connected with it, shall directly or indirectly without prior written consent of Bank divulge, use, sell, exchange, give away/part with or transfer Confidential Information by any current or former employees.

4. If the Merchant is served with any form of notice/process/proceedings to obtain any information, confidential or otherwise pertaining to Bank or any business relating to these Terms, Merchant shall immediately notify Bank and initiate such action to seek to quash/oppose such notice process/proceedings as intimated by Bank.

5. Parties agree these Terms shall be treated as Confidential Information and that no reference to these Terms or to activities pertaining thereto can be made in any form without the prior written consent of the other Party; provided, however, that the general existence of these Terms shall not be treated as confidential Information and that either Party may disclose these Terms if required to be disclosed to:

1. Governmental Authority;

2.  by Applicable Laws;

3. legal counsel of the parties;

4. in confidence, to accountants, bank proposed investors or alliance partners, and financing sources and their advisors;

14.5.5.) In confidence, in connection with the enforcement of these Terms or rights under these Terms;

14.5.6) In confidence, in connection with a merger or acquisition or proposed merger or acquisition, or the like.

14.6 Bank agrees to keep the Aadhaar number and PAN of the Merchant provided to the Bank during the onboarding process strictly confidential, as per the regulations issued by UIDAI from time to time. I further authorize the Bank to share my Aadhaar related details/information with any Government Authority as and when required as per Applicable Laws.

Termination

1. Bank has a right to terminate these Terms by giving 7 days notice in writing to the Merchant without assigning any reason whatsoever.  Bank shall have the right to terminate these Terms forthwith by written notice of the Merchant if the Merchant breaches any representation, warranty, covenant, or any of these Terms or fails to comply with rules or procedures required by Bank. Such termination shall be effective from the date mentioned in such written notice.

2. These Terms shall come to an end forthwith if the RBI or any other regulatory agency promulgates any rule, regulation or order which in effect, or application prohibits or substantially impedes the provision of Bank Services to the Customer.

3. Upon the termination or expiration of these Terms for any reason, the Merchant shall immediately discontinue the use of the Bank Services.

4. Upon termination or expiration, either Parties rights and obligations shall cease including any amount due to a Party before such termination or expiry shall be paid by the other Party. Neither Party shall be liable to pay any termination charges to the other on termination of these Terms. At no point in time, will the Bank be responsible or liable towards setting up or promotion by Merchant of Merchant’s products or services with respect to its business.

5. Upon the termination or expiration of these Terms for any reason, the Merchant shall discontinue the use of all IPR in or upon any material that identifies or relates to Bank’s business, and shall return forthwith to Bank all materials containing any intellectual Property or Confidential Information within timelines specified by Bank, which are provided to the Merchant by Bank or replicated by the Merchant.

Merchant Account Freeze and Closure

The Bank has the right to freeze or close the Merchant account or restrict the rights of Merchant to avail Bank Services if it is suspected that operations in Merchant’s account are being carried out in disproportion to Merchant’s profile submitted at the time of onboarding; or for any suspected violation of the Applicable Laws including rules, regulations, orders, directions, notifications issued by RBI or any other government authority as may be applicable from time to time; or for any violation of these Terms; or Merchant has engaged or is engaging in any act or omission to defraud the Bank, its affiliates, users or otherwise engages in unlawful, fraudulent, suspicious or other activities which suggest malafide intent of the Merchant; or on the grounds of order by competent court of jurisdiction and competent Government Authority and Quasi-Judicial bodies. Further, Bank also reserves the right to close or freeze the Merchant account, for reasons which may include, but not limited to, any suspected discrepancy in the Merchant Enrollment Form, to combat potential fraud, sabotage, willful destruction, money laundering activities, threat to national security, for any other force majeure reasons, suspicious transactions or for other reasons as per internal policies of the Bank, etc; if the same is due to technical failure, modification, upgradation, variation, relocation, repair, and/or maintenance due to any emergency or for any technical reason. Notwithstanding anything contained herein, Bank further reserves the right to apply freeze on the Merchant’s account without any notice or intimation to Merchant until further notice from the Bank.

Ethics and Code of Conduct

1. The Parties will conduct all their dealings in an ethical manner and with the highest business standards.

2.  The Parties will provide all possible assistance to each other in order to investigate any possible instance of unethical behavior or business conduct violations by an employee of the other. Either Party will disclose forthwith any breach of these provisions that comes to their knowledge to allow for timely action in their prevention and detection.

3. The Merchant will adopt appropriate process to prevent offering any illegal gratification in the form of bribes or kickbacks either in case or in kind in the course of all dealing with Bank. Any instances of such violations will be viewed in a serious manner and Bank reserves the right to take all appropriate actions or remedies as may be required under the circumstances.

Arbitration

1.  Dispute Resolution: Any dispute arising under or in respect of any matters governed by these Terms shall be referred to equal number of designated officials of each Party to exercise reasonable and good faith efforts to resolve the same. The Parties will resolve the dispute amicably within Thirty (30) Business Days of receipt of notice from the other Party. If the dispute remains unresolved then the dispute will be referred to arbitration. The Parties will mutually appoint a sole arbitrator within thirty (30) Business Days of the dispute being referred to the arbitration. The seat and place of arbitration will be New Delhi. The language of arbitration will be English. Arbitration will be conducted in accordance with the Arbitration and Conciliation Act, 1996. The Parties will bear their respective costs towards conducting arbitration and other costs and expenses of the sole arbitrator and of arbitral proceedings will be borne by the Parties in equal proportion. The Parties will request the sole arbitrator to decide the dispute within Sixty (60) Business Days of the dispute so referred. The arbitrator’s award will be final and binding upon the Parties. Notwithstanding anything to the contrary in these Terms, each Party will be entitled to seek preliminary or final injunctive relief in any court of competent jurisdiction located in New Delhi. Any action for injunctive relief will not be subject to arbitration.

2. Governing Law: These Terms would be governed in accordance with the laws of India. The courts at New Delhi, India would have exclusive jurisdiction over any and all matters arising under these Terms.

Waivers

The failure of either Party to require the performance of any of these Terms or the waiver by either Party of any breach of these Terms, shall neither prevent a subsequent enforcement of these Terms nor be deemed a waiver of any subsequent breach.

Force Majeure

Except as provided herein no Party shall be liable to the other for non-performance of its obligations under these Terms if such failure is caused due to a Force Majeure Event. Force Majeure Event shall mean any event  that is beyond the control of a Party and will mean an Act of God, war, civil disturbance, prohibitions or enactment’s of any kind, import or export regulations, exchange control regulations, fire or accident, shipwrecks, major disruption of the Technology Platform, earthquakes, etc. In the case of Force Majeure Event, the Bank may rescind or at its own discretion suspend performance for up to six months without incurring any liability for any loss or damages thereby occurred. The Party affected by Force Majeure Event shall take all necessary steps to mitigate the same.

Entire Terms and Conditions

These Terms including Form and/or any annexure/appendix or specific agreement entered into between the Parties in relation to Bank Services represents the entire arrangement between the Parties and shall supersede/prevail over any other prior agreement/arrangement with respect to the subject matter hereof. These Terms may only be amended by Bank in which case the amended terms shall be binding on the Merchant.

Change in Constitution

The Merchant agrees and acknowledges that its present constitution forms an integral part of these Terms and that Bank has entered into these Terms based on the same. In the circumstances, the Merchant undertakes to immediately inform Bank of any proposed change in its management/constitution. Bank, may, at its sole discretion terminate these Terms in the event of a proposed change in the Merchant’s management/ constitution by giving  Merchant a fifteen (15) days notice in writing. However, in the event Bank agrees to the proposed change in the Merchant’s management/ constitution, the Merchant shall ensure that the liabilities of the old establishment are honored by the new establishment, in addition to complying with the formalities, if any, intimated by Bank for the transfer. It is, further, clarified that Bank would not be required to either intimate or procure the Merchant’s approval for any change in its management/constitution.

Survival

Termination of these Terms for any reason shall not relieve the Parties of their obligations which expressly or by implication survives the termination including provisions related to IPR, indemnification, confidentiality, taxes and arbitration.

Assignment

Neither Party can assign or otherwise transfer, dispose or part with any of its rights or obligations hereunder to any person without the prior written consent of the other Party.

Regulatory Matter

These Terms shall at all times be subject to

(a) changes or modifications in any regulatory framework or Applicable Laws and

(b) any necessary approvals of Local, State and Centre Government Authorities having jurisdiction over the offering or provision of the Bank Services to the Customers in the Territory and/or any of the Merchant’s Services or activities in connection therewith.

Severability

If any term of these Terms is held by a Government Authority to be contrary to Applicable Laws, then the remaining terms shall remain valid and enforceable. If any term is found to be invalid, but would become valid if some part of the term was deleted, the term in question will apply with such modification necessary to make it valid.

Notices

All notices, requests, demands and other communications hereunder shall be in writing and the same shall be deemed to be served, if given personally delivered or sent by registered mail at the address as mentioned in the Form.