1. These terms and conditions govern the availment by the Merchant of the Maximizer Services made available by PayU (“Maximizer Services T&Cs”). These Maximizer Services T&Cs may be amended, modified, updated or restated from time to time by PayU and the same shall be applicable on the Merchant immediately upon such amendment, modification, updation or restatement. The Merchant shall be responsible for periodically referring to these Maximizer Services T&Cs as amended, modified, updated or restated from time to time and to keep itself informed about these.

 

1. These Maximizer Services T&Cs constitute an integral part of the service agreement (or the master service agreement) and subsequent addendums (if any) executed between PayU and the Merchant pursuant to which PayU has been providing or shall provide aggregate online payment gateway solutions and services to the Merchant (“Service Agreement”).

 

1. DEFINITIONS AND INTERPRETATION:

 

1.1 “Applicable Laws” means all applicable laws, statutes, enactments, acts of central or state legislature, ordinances, rules, regulations, notifications, guidelines, directions, directives, policies, circulars, decisions, judgments, orders and any other pronouncements issued in accordance with the RBI master directions or any other law applicable to India or any part thereof by any central, state, local or other governmental, administrative or regulatory authority exercising executive, legislative, judicial, regulatory or administrative functions, and courts.

 

1.2 “Confidential Information” shall mean any and all written, oral or other tangible or intangible form of information, discoveries, ideas, concepts, know-how (whether patentable or copyrightable or not), research, development, designs, drawings, blueprints, diagrams, models, samples, flow charts, data, computer programs, disks, diskettes, tapes, algorithms, software programs, marketing plans or techniques, technical, financial, or business information” trade secrets which includes but is not restricted to any portion or scientific or technical or proprietary information, design, process, procedure, formula or improvement, or information pertaining to its relationship and arrangement with the Payment Service Providers which is not generally available to the public as delivered by either Party (“Disclosing Party” to the other Party (“Receiving Party”) within the framework of these Maximizer Services T&Cs or resulting therefrom. Provided that confidential information disclosed orally or those produced by electronic media or through any other intangible means shall be deemed confidential if it is identified as being confidential if it is reduced in writing within (30) thirty days of the date of disclosure. Such writing shall specify the date, time, place, persons involved and the substance of the confidential information so disclosed;

 

1.3 “Data” shall mean and include all the information including Personal Information (including Sensitive Personal Information) and non-personal information which is provided, generated, received, processed, transferred or shared as per these Maximizer Services T&Cs with PayU.

 

1.4 “Invoice” shall have the meaning ascribed to it under the Clause 5.2;

 

1.5 “Merchant Dashboard” shall mean the dashboard provided by PayU to the Merchant for amongst others issuing the Routing Instructions in relation to the Services, viewing Transaction details and effecting any communications between the Merchant and PayU;

 

1.6 “Merchant Site” shall mean the active website and/or the mobile application, the contents of which are controlled, operated and owned by the Merchant and established for the purposes of enabling the customers to view products and carry out transactions for purchase of products, offered on the website or mobile application;

 

1.7 “Payment Mechanism” shall mean the mechanism of making payment by utilizing the internet facilities of various acquiring banks, card schemes, card payment systems and through such other modes and mechanisms of payment and delivery as may be notified by PayU from time to time, and includes credit cards, debit cards, prepaid card, UPI, net-banking, wallets, payment containers and credit products;

 

1.8 “Payment Service Provider (PSP)” means the payment aggregators, bank payment gateways, direct banks or such other payment service providers as maybe designated by PayU from time to time, with whom the merchant has an existing arrangement for payment aggregation and processing services;

 

1.9 “Personal Information” shall mean any information which independently or in combination with other available information is capable of identifying a natural person and shall include such other information as may be deemed as personal information under Applicable Laws;

 

1.10 “Routing Instruction” shall mean an instruction/rule created by the Merchant basis the parameters provided in Annexure B on the Merchant Dashboard or such other mode as maybe mutually agreed between the Parties, pursuant to which PayU shall route a particular payment Transaction initiated on the Merchant Site;

 

1.11 “Sensitive Personal Information” shall mean financial information such as card details, CVV, bank account details and such other information as may be deemed as sensitive personal information under Applicable Laws;

 

1.12 “Services” or “Maximizer Services” shall have the meaning as ascribed to the term under the Clause 3.1;

 

1.13 “Service Provider” means any entity which maybe appointed by PayU in it sole discretion, in order to facilitate the Maximizer Services being provided to the Merchant.

 

1.14 “Maximizer Software Application” shall mean the application developed by PayU to integrate with the Merchant for the purposes of providing the Maximizer Services to the Merchant;

 

1.15 “Maximizer Maximizer Integration Specifications” means and includes, without limitation, tools, applications, sample codes, libraries, data, files and any updates, upgrades, patches or releases related to the foregoing that PayU makes or has made available to the Merchant for the purposes of integration of the Maximizer Software Application on the Merchant Site; and

 

1.16 “Transaction” shall mean every payments request/order placed by the Customer on the Merchant Site.

 

2. INTERPRETATION

 

2.1 In these Maximizer Services T&Cs:

 

• Except where the context requires otherwise, references to Clauses, Schedules and Annexures are to Clauses of, Schedules to and Annexures to these Maximizer Services T&Cs.


• Words denoting the singular number include the plural number and vice versa, words denoting the masculine gender include the feminine gender and words denoting persons include companies.

 

• Headings are inserted for convenience only and shall not affect the construction of these Maximizer Services T&Cs.

 

• In case of any ambiguity or discrepancy between the Clauses and the Annexures to these Maximizer Services T&Cs, the Clauses shall prevail.

 

• Any reference to any agreement, deed, instrument, licence, code or other document of any description shall be construed, at the particular time, as a reference to that agreement, deed, instrument, licence code or other document as the same may then have been amended, varied, supplemented, modified, suspended or novated.

3. SCOPE OF THE SERVICES

 

3.1 PayU has implemented a technology enabled solution, which maybe provided to the Merchant in collaboration with certain Service Providers, if any. This technology enabled solution provides the Merchant with the ability to dynamically route the payment Transactions being initiated on the Merchant Site to specific Payment Service Providers based on the Routing Instructions provided by the Merchant (“Maximizer Services” or “Services”).

 

3.2 The Merchant would be required to independently register and onboard itself with the Payment Service Providers to avail of the Maximizer Services.

 

3.3 The Merchant shall provide the Routing Instructions which shall consist of the specific rule/instruction based on which the Transactions will be routed to a particular Payment Service Provider.

 

3.4 Upon receiving the Routing Instructions, PayU shall take steps to route the Transactions to the specific Payment Service Provider.

 

3.5 The Merchant accepts that to avail the Maximizer Services, the Merchant must also first be approved by and registered with PayU and the Service Providers, if any. The Merchant shall provide PayU with all such documents which shall include without limitation KYC, as are required by PayU to register the Merchant with PayU and the Service Providers, if any.

 

3.6 The Merchant acknowledges that the Maximizer Services can only be enabled to process the transactions initiated using the Payment Mechanisms which have been formally agreed between the Merchant and the respective Payment Service Providers.

 

3.7 The Merchant further acknowledges that the settlement-related obligations shall be handled by the individual Payment Service Providers.

 

3.8 The Merchant acknowledges that in providing the Maximizer Services under these Maximizer Services T&Cs PayU will act only in the capacity of a technology solution provider and shall not be construed as a bank, payment aggregator or a payment gateway. PayU shall have no liability in case the Transaction is not successfully processed on account of any service disruption/downtime of the Payment Service Provider’s systems.

 

4. INTEGRATION PARAMETERS

 

4.1 The Merchant agrees that PayU has granted or will grant to the Merchant only a revocable, non-exclusive, non-transferable right to use the Maximizer Software Application and Maximizer Integration Specifications, solely for integrating the Merchant Site for utilizing the Maximizer Services. The Merchant agrees to be responsible, at its own cost, for providing and maintaining all necessary equipment, software and facilities at its end so as to link the Merchant Site to the Maximizer Software Application. Each Party shall cooperate with the other Party and render assistance to it for connecting the respective software systems of the Parties.

 

4.2 During the term of the Maximizer Addendum and these Maximizer Services T&Cs, PayU reserves the right to display, “Powered by PayU” or such other related terminology as maybe decided by PayU in all the related payment checkout pages, Merchant Dashboard and communications with the customers, or such other places as maybe required. In addition, the logo of PayU shall be displayed when there is the redirection from the Merchant Site to the checkout pages of the relevant payment Service Provider.

 

4.3 For security of data during transmission in the course enabling customers to make payments, both Parties shall ensure that there are proper encryption and robust security measures at their respective websites to prevent any hacking into information pertaining to Transactions.

 

4.4 The Merchant irrevocably and unconditionally agrees and confirms that:

1. the Merchant has read and understood the contents of the Maximizer Integration Specifications provided by PayU for completion of integration of Merchant Site with the Maximizer Software Application;
2. it is the Merchant’s sole responsibility to set up the Merchant Site and to integrate the same with the Maximizer Software Application in accordance with the Maximizer Integration Specifications and at its sole cost and expense. The Merchant is required to conduct testing including user acceptance testing to the satisfaction of PayU and it is the obligation of the Merchant to seek confirmation to that effect from PayU;
3. the Merchant has complied with and shall, at all times during the Term of these Maximizer Services T&Cs, comply with all requirements specified by PayU from time to time by way of Maximizer Integration Specifications in relation to the Services and any upgradation, protocols, and security standards in relation to Maximizer Integration Specifications as communicated by PayU to the Merchant from time to time shall be implemented by the Merchant forthwith and the Merchant shall not present any transactions for processing using the Services until the upgradation, protocols or the security standards as suggested by PayU has been fully implemented by the Merchant. Any loss, cost, charges, liabilities, damages, fee, penalties or losses of any nature whatsoever arising or caused due to the Merchant not meeting any requirements of any upgradations suggested by PayU in the manner aforesaid shall be the sole liability of the Merchant and PayU shall not be liable or responsible in any manner for the same;


4. the Merchant shall also comply with security practices and procedures as prescribed by applicable laws, including without limitation those by the Information Technology Act, 2000 and the rules made thereunder and any measures prescribed by RBI, each as amended from time to time.

 

5. CONSIDERATION

 

5.1 In consideration for the Services, the Merchant irrevocably and unconditionally agrees: (a) to pay to PayU, Service Fees and annual maintenance charges as detailed in Maximizer Addendum; and (b) that PayU reserves the right to revise the Service Fees and annual maintenance charges periodically by intimating the Merchant of any such change within a reasonable time.

 

5.2 The Merchant agrees and understands that PayU shall raise a monthly invoice of the Service Fees due from the Merchant to PayU at the end of each calendar month for all Transaction processed during each such calendar month (“Invoice”) and the Merchant shall be required to make the payment of the Invoice amounts within 15 (fifteen) days from the date of submission of Invoice.

 

5.3 The Merchant hereby unconditionally and irrevocable acknowledges and confirm that, where the Merchant does not make any payments to PayU by its due date or on demand as required under these Maximizer Services T&Cs, PayU shall be entitled to charge interest on such overdue amount from the due date until the date of payment in full, at the rate of 2.5% per month. This clause shall not preclude PayU from recourse to any other remedies available to it under any statute or otherwise, at law or in equity.

 

5.4 The Merchant agrees to report any discrepancy/error in the Invoice within a period of seven (7) days from the date of the Invoice. The Parties agree that in the event of identification of any inaccuracy, or discrepancy in the Invoice or supporting documents furnished by PayU on account of incorrect or overcharged amount or rate, quantity etc., Parties shall co-operate with each other on best efforts basis for the necessary reconciliation for disputed Invoice. However, in case of undisputed Invoice, payment shall be made in full in accordance with the terms of these Maximizer Services T&Cs.

 

5.5 All payments under these Maximizer Services T&Cs shall be subject to applicable tax deduction at source/ GST. The Merchant agrees to comply with all necessary compliances mandated under GST laws as may be applicable on the Merchant including timely deposit of GST to the government and maintaining appropriate compliance ratings.

 

5.6 The Merchant hereby acknowledges, undertakes and agrees to indemnify and keep PayU indemnified and hold harmless at all times in relation to any outstanding amount due in terms of these Maximizer Services T&Cs, including without limitation, any outstanding Service Fee and/or any loss/liability/claim arising due to non-payment to PayU in terms of these Maximizer Services T&Cs.

 

5.7 It is hereby agreed and acknowledged by the Parties that the Service Fees charged by PayU in respect of a Transaction that has been successfully completed basis the Routing Instructions provided by the Merchant, shall not be refunded or repaid by PayU to the Merchant or any other person irrespective of the payment transaction failing due to issues at the Payment Service Provider’s end or chargebacks, refunds, disputes, etc.

 

6. DATA GOVERNANCE

 

6.1 The Merchant hereby irrevocably and unconditionally agrees and acknowledges that it has the necessary consents, rights and permissions to share necessary Data for the provisions of obtaining the Maximizer Services from PayU. The Merchant hereby acknowledges and confirms that the Merchant has obtained such consent or has such rights, in accordance with Applicable Laws, from PayU to process the Personal Information (including Sensitive Personal Information) of its customers in the aforesaid manner. The Merchant hereby agrees to present such logs of acceptance or proof of seeking such rights from the customer, to PayU, as and when required.

 

6.2 The Merchant hereby agrees and understands that the Maximizer Services are dependant on information provided by payment aggregators and other intermediaries in the payment system operators at the backend and the Data shall be forwarded on an as-is basis. PayU shall not be liable for any inaccurancy of information provided by payment aggregators or any payment system operators.

 

6.3 The Merchant hereby understands, agrees and acknowledges that the Data under these Maximizer Services T&Cs shall be received, collected, processed and stored by PayU in accordance with PayU’ privacy policy and Applicable Laws. Such Data shall accordingly be used and processed by PayU including for the purpose of enhancing and improving the products to be provided by PayU.

 

7. COVENANTS OF MERCHANT

 

7.1 The Merchant authorizes PayU to use Merchant’s existing relationship with the Payment Service Providers on behalf of the Merchant, for the purpose of routing the payment transactions which originates from the Merchant Site.

 

7.2 The Merchant will be solely responsible for the Routing Instructions and that PayU shall not be responsible to validate the same.

 

7.3 The Merchant shall not initiate any transaction for processing using the Maximizer Services that does not arise from the Merchant’s sale of goods or service to its customers.

 

7.4 The Merchant confirms that it has all the necessary rights and consent from the Payment Service Providers to share the credentials including without limitation the salt and key, commercials agreed between the Payment Service Providers and the Merchant, transaction information, reports, etc. with PayU. As and when required by PayU, the Merchant shall also share the logs of such consents sought from the Payment Service Providers.

 

7.5 The Merchant agrees that in a scenario where a Transaction processed using the Services is refunded, charged back or disputed, the mechanism as set out in Annexure – A shall be applicable. The Merchant further agrees that PayU shall not assume any liability for the Transactions authorized and completed which may later be refunded or disputed or subjected to a chargeback dispute.

 

7.6 The Merchant shall ensure that the transactions routed using the Maximizer Services shall not be in relation to the products or services that are illegal or offensive or banned and/or are not in compliance with applicable laws, rules and regulations whether central, state, local or international of all jurisdiction, card scheme rules, agreement entered into with the Payment Service Providers.

 

7.7 The Merchant acknowledges that the transactions which are subject to a chargeback dispute shall be handled independently by the respective Payment Service Providers and PayU shall have no responsibility or liability with respect to any chargeback disputes.

 

7.8 The Merchant acknowledges that any refund transactions shall be handled independently by the respective Payment Service Providers and PayU shall have no responsibility or liability with respect to any such refund transactions.

 

7.9 The Merchant understands that in an event where PayU is required to provide any supporting documentation to any investigating authority in relation to the transactions being processed, the Merchant shall forthwith provide all assistance and cooperation to PayU.

 

7.10 The Merchant shall bear and be solely responsible for the payment of all relevant taxes (including any applicable withholding taxes) for the Maximizer Services related to the transactions hereunder.

 

7.11 The Merchant agrees to cooperate with PayU and provide all support in respect of any audit which maybe initiated by any regulatory body against PayU in respect of the Transactions undertaken under these Maximizer Services T&Cs.

 

7.12 The Merchant further acknowledges and agrees that any integration with a Payment Service Provider for provision of the Maximizer Services, or feature enhancement or API upgradation for a Payment Service Provider will be done on best effort basis on the sole discretion of PayU.

 

8. RELATIONSHIP BETWEEN THE PARTIES

 

8.1 The relationship between PayU and the Merchant is on principal-to-principal basis. Nothing contained herein shall be deemed to create any association, partnership, joint venture or relationship of principal and agent or master and servant, or employer and employee between the Parties hereto or any affiliates or subsidiaries thereof or to provide either Party with the right, power or authority, whether express or implied to create any such duty or obligation on behalf of the other Party.

 

8.2 PayU has no connection or interest of whatsoever nature in the business of the Merchant or the relationship of the Merchant with its customers. PayU has no relationship or privity with the customers and all actions taken by PayU under these Maximizer Services T&Cs which may affect any customers will be deemed to be based on instructions of the Merchant. The Merchant alone shall be responsible to the customers and PayU nor its service providers shall have any responsibility or liability towards the customers.

 

8.3 The Merchant shall not (whether on-line or otherwise) make any representations to the customers or any third party or to give any warranties which may require PayU to undertake to or be liable for, whether directly or indirectly, any obligation and/or responsibility to a customer or any third party.

 

9. INDEMNITY AND LIABILITY

 

9.1 The Merchant hereby irrevocably and unconditionally undertakes and agrees to indemnify, defend and hold harmless PayU and its partners and agents including their officers, directors and agents from and against all actions, proceedings, claims (including third party claims), liabilities (including statutory liability), penalties, demands and costs (including without limitation, legal costs), awards, damages, losses and/or expenses however arising directly or indirectly, including but not limited to, as a result of:

• • breach or non-performance by the Merchant of any of its undertakings, warranties, covenants, declarations or obligations under these Maximizer Services T&Cs;
  • breach of confidentiality and intellectual property rights obligations by the Merchant;
  • any claim or proceeding brought by the Customer or any third party against PayU and/or the third party service provider in respect of any Products or Services offered by the Merchant;
  • any instruction that may be provided through the Routing Instructions;
  • any act, deed, negligence, omission, misrepresentation, default, misconduct, non-performance or fraud by the Merchant, its employees, contractors, agents, customers or any third party;
  • breach by the Merchant of the obligations as contained in the Clause 7.4.
  • breach of applicable laws; or
  • any fines, penalties or interest imposed on PayU on account of the Merchant or Transactions conducted using the Services.
  
  

 

9.2 The indemnities under this Clause are in addition to and without prejudice to the indemnities given elsewhere in these Maximizer Services T&Cs.

9.3 The indemnities provided herein shall survive the termination of the Maximizer Addendum and these Maximizer Services T&Cs.

 

9.4 Notwithstanding anything stated under these Maximizer Services T&Cs, the aggregate liability of PayU to the Merchant from any cause whatsoever shall not in any event exceed the sum equivalent to the preceding one month’s aggregate Service Fees under these Maximizer Services T&Cs from the date of occurrence of such liability. Provided that PayU shall not be liable to the Merchant for any special, incidental, indirect or consequential damages, damages from loss of profits or business opportunities even if the Merchant shall have been advised in advance of the possibility of such loss, cost or damages. In no event shall PayU be liable to the customers or any third party.

 

10. USE OF INTELLECTUAL PROPERTY RIGHTS AND PROTECTION OF MAXIMIZER SOFTWARE APPLICATION

 

10.1 The Merchant hereby grants to PayU and their Affiliates the right to use, display and reproduce its name, brand name, logo, wordmark, trademark, service marks (“Marks”) on a non-exclusive, royalty-free basis, solely in connection with the sales, marketing and advertising Maximizer Services provided to the Merchant to the public. The Merchant hereby releases PayU from all liability relating to the publication or use of the Marks for such purpose. The Merchant hereby confirms that the Merchant has the requisite right to use the said Marks and to grant permission to use as stated herein. The Merchant shall retain all intellectual property rights in such marks.

 

10.2 The Merchant may with a prior consent in writing from PayU display on its website and/or in other online marketing materials, a statement/logo/marks/image provided by PayU relating to Maximizer Services. The Merchant must only use the logos/marks/images provided by PayU and no other.

 

10.3 Nothing contained herein shall authorize the Parties to use, apply, invade or in any manner exploit or infringe the intellectual property rights of the other Parties without prior written consent of the other Party, and the usage shall be in compliance with these Maximizer Services T&Cs and such approval and policies as may be notified from time to time. In addition, the Parties undertake not to infringe the intellectual property rights of any third party.

 

10.4 The Merchant irrevocably and unconditionally undertakes not to infringe the intellectual property rights of PayU, whether directly or indirectly through any third party, in the Maximizer Services and Maximizer Software Application. The Merchant warrants that it shall only use the PayU’s Maximizer Software Application for the purposes of these Maximizer Services T&Cs. The Merchant, its employees, contractors, agents or any other person empowered by the Merchant shall not use the Maximizer Software Application in any form whatsoever, so as to:

• design, realise, distribute or market a similar or equivalent software program;
• disclose to any person, make copies, adapt, modify, transform or rearrange the Maximizer Software Application for any reason whatsoever, including for the purpose, among other things, of creating a new software program or a derivative software program;
• allow unauthorised use of or access to the Maximizer Software Application;
• disassemble, reverse engineer, reverse compile, decompile, decode or attempt to decode, create derivative works of the Maximizer Software Application and/or the Maximizer Integration Specifications;
• allow the Maximizer Software Application to be disassembled, reverse engineered, decompiled or decoded; and/or
• in any way override or break down any protection system integrated into the Maximizer Software Application.

 

10.5 The Merchant fully understands that due to use of the Merchant of the Maximizer Services, PayU may create or generate database in respect of the Transactions undertaken using the Maximizer Services. All rights and ownership with respect to such database shall vest with PayU.

 

11. TERMINATION

 

11.1 PayU may terminate the Maximizer Services forthwith by giving a notice to the Merchant if the Merchant fails to perform its obligations hereunder or is in breach of any terms and conditions of these Maximizer Services T&Cs.

 

11.2 In the event of termination of this contract, the Merchant shall be liable to pay all dues to PayU under this contract pertaining to the Maximizer Services rendered by PayU up to the date of termination.

 

12. DISCLAIMER

 

12.1 PayU disclaims all warranties, express or implied, written or oral, including but not limited to warranties of merchantability and fitness for a particular purpose. The Merchant acknowledges and agrees that while PayU shall provide the Services in compliance with the security standards prescribed under applicable laws, there may be delays, temporary suspensions or interruptions caused by force majeure or other causes beyond PayU’ control (“Administrative Errors”) such as from service connection system or computer system or any relevant system or virus attack or electronic equipment problems that are not attributable to PayU and/or occurs due to force majeure or any causes beyond PayU’ control. The Merchant therefore agrees not to raise such Administrative Errors to claim any damages against PayU and shall notify PayU of such Administrative Errors.

 

12.2 Notwithstanding anything contained herein while providing the said Services, PayU acts only as a technology solution provider. PayU shall have no liability whatsoever in case there are any issues or errors including any integration related errors in the services offered by the Payment Service Provider, as per the agreement/arrangement/ understanding entered into between the Merchant and each such Payment Service Provider . In all such cases, the Merchant unconditionally and irrevocably agrees to be solely responsible.

 

12.3 Without prejudice to any other provisions of these Maximizer Services T&Cs, PayU shall not be liable to the Merchant for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with the Services, and/or these Maximizer Services T&Cs, including without limitation any:

1. loss of data;
2. interruption or stoppage to the Merchant’s access to and/or use of the Maximizer Services;
3. any consequential loss or damage or loss of profit, business, revenue, goodwill or anticipated savings;
4. arising out of the performance of the services by PayU or otherwise.

 

13. Assignments:

 

13.1 The Merchant is not entitled to and shall not assign or transfer any of the rights under the Maximizer Services Addendum and the Maximizer Services T&Cs to any person.

13.2 PayU may assign, transfer or novate, in whole or in part, the benefits or obligations of the Maximizer Services Addendum and the Maximizer Services T&Cs by providing an intimation of such assignment, transfer or novation to the Merchant, which shall be binding on the Parties to the Maximizer Services Addendum and the Maximizer Services T&Cs. Notwithstanding the generality of the foregoing, the Merchant agrees that PayU shall be entitled at all times to assign transfer or novate, in whole or in part, the benefits or obligations of the Maximizer Services Addendum and the Maximizer Services T&Cs to an affiliate or pursuant to any internal or group restructuring of PayU without the need for prior intimation, provided that PayU shall notify the Merchant thereafter. The Merchant hereby grants its irrevocable and unconditional consent to such assignment, transfer or novation by PayU, as on the Maximizer Services Addendum Effective Date. In the event of such assignment transfer or novation by PayU, the Merchant shall continue to perform its obligations under the Merchant to such assignee.

13.3 The provisions of the Maximizer Services Addendum and the Maximizer Services T&Cs shall remain binding on the Merchant notwithstanding any amalgamation, merger or reverse merger that may be effected by PayU with any other company or companies and notwithstanding any reconstruction by PayU involving/by the formation of and transfer of, all or any of PayU’ assets to a new company or an existing company and notwithstanding the sale of all or any part of PayU’ undertaking and assets to another company with the intent that the undertakings and agreement herein contained shall remain valid and effectual in all respects, and the benefit hereof and all rights hereby conferred upon PayU may be assigned to and enforced by any such company or companies as if such company or companies had been named herein instead of PayU and the terms and conditions of the Maximizer Services Addendum and the Maximizer Services T&Cs shall apply to any such company or companies as aforesaid or PayU as reconstructed or any company to which PayU shall have sold all PayU’ undertaking and assets in like manner as if such amalgamated company or PayU as reconstructed or such company were named herein instead of PayU.

13.4 The Merchant undertakes to execute all such instruments or documents and do all such acts or deeds (at the Merchant’s own cost) as may be required by PayU in connection with any assignment, transfer, novation, merger or change referred to in paragraphs 13.1.2 and 13.1.3 above.

 

ANNEXURE – A

PROCESS FLOW FOR REFUNDS/CHARGEBACK/DISPUTES

1. REFUNDS:

 

1. The Merchant may request to refund full or partial amount using the following :-
   1. API; or
   2. Merchant Dashboard.
2. Upon receiving the refund request from the Merchant, PayU would initiate the refund with the respective Payment Service Provider and Payment Service Provider would be responsible to provide the refund to the customer as per/to the original Payment Mechanism.


3. Refund TATs would be defined by the respective Payment Service Provider.


4. Status of refund would be passed back to the Merchant as part of the API response and the status will be shown on the Merchant Dashboard.

 

2. CHARGEBACKS/DISPUTES:

 

1. In case of any chargebacks raised by a customer to the issuer banks, it would be raised to the Merchant directly via the respective Payment Service Providers and PayU will not play any role in resolving the same.
2. PayU will help on a best efforts basis to provide any necessary transaction logs that may be required to help resolve the chargeback/dispute.

 

ANNEXURE – B

ILLUSTRATIVE LIST OF PARAMETERS FOR ROUTING INSTRUCTIONS

The Routing Instructions can be provided basis the following routing logic which shall include without limitation, and which maybe amended, supplemented as per PayU sole discretion, from time to time:

1. Success rate based Routing: Automatically route to best performing Payment Service Provider;
2. Priority based routing: Merchant to specify which Payment Mechanism to be routed to which Payment Service Provider & when to revert to fallback in case of any degradation of services;
3. UDF based routing: Merchant can specify during transaction where to route;
4. Round Robin: Route to selected Payment Service Providers equally;
5. Cost based Routing: Route to Payment Service Provider with best cost;
6. Volume Based Routing: Route to specific Payment Service Provider upto specific volume & then switch to fallback/round robin etc; or
7. Use case specific routing: Route to specific Payment Service Provider for specific use case. E.g. all offer transactions to be route to a specific Payment Service Provider.