Last Updated: March 14, 2023
These Affordability Terms and Conditions, as amended, modified, updated or restated from time to time govern the provision of Affordability Services by PayU to the Merchant.
These Affordability Services Terms and Conditions 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 Affordability Services Terms and Conditions as amended, modified, updated or restated from time to time in order that the Merchant remains informed about the same.
a.“Affordability Service” shall have the meaning set out in clause 1.2 of paragraph II titled “Terms and Conditions” of these Affordability Terms and Conditions and “Affordability Services” shall be construed accordingly.
b.”Benefit” shall mean the benefit of a Campaign (including without limitation, in the nature of discounts, cashbacks, no cost EMIs or low-cost EMIs) made available to Campaign Customers in relation to any specific Campaign and as agreed by the Parties under the applicable Campaign Order and “Benefits” shall be construed accordingly.
c.”Campaign” shall have the meaning set out in clause 1 of paragraph II of these Affordability Terms and Conditions and “Campaigns” shall be construed accordingly.
d.”Campaign Brand Partner” shall mean an original equipment manufacturer or a distributor or a brand owner (or an entity having a valid authorization to use a brand) which is desirous of entitling or otherwise enabling any Campaign Customers to receive the Benefits while making a Transaction with the Merchant and “Campaign Brand Partners” shall be construed accordingly.
e.”Campaign Cost” shall mean the percentage or share of the cost for offering Benefits with respect to a Campaign as agreed between one or more of the participants to a Campaign (such as the Merchant and/or a Campaign Finance Partner and/ or a Campaign Brand Partner) or as communicated by PayU to the Merchant on behalf of a Campaign Finance Partner and/ or a Campaign Brand Partner; and as agreed by the Parties under the applicable Campaign Order and “Campaign Costs” shall be construed accordingly.
f.”Campaign Customer” shall mean an individual who is entitled or otherwise enabled for the Benefits, while purchasing the Eligible Product(s) at the Merchant Establishment(s), as per the terms of the Campaign Order and “Campaign Customers” shall be construed accordingly.
g.”Campaign Finance Partner” shall mean an issuing bank/institution or any other financial institution which entitles or otherwise enables any Campaign Customers to receive the Benefits while making a transaction with the Merchant and “Campaign Finance Partners” shall be construed accordingly.
h.”Campaign Order” shall mean the terms agreed between the Parties from time to time in relation to one or more specific Campaigns in a format that is the same or substantially similar to the format as specifically mentioned under Schedule 1 (Format of Campaign Order) of these Affordability Terms and Conditions and which may also include the construct of the Campaign and Benefits, details of commercials together with payment terms and deliverables of each Party in relation to one or more specific Campaigns. All Campaign Orders shall also form an integral part of these Affordability Terms and Conditions and, as a consequence, the Affordability Agreement and “Campaign Orders” shall be read and construed accordingly.
i.”Campaign Payment Mode” shall mean such accounts held by Campaign Customers with the Campaign Finance Partners (including accounts in the nature of a credit facility or Cards), as are identified by the Parties under the applicable Campaign Order as being eligible for one or more Benefits or Campaigns and “Campaign Payment Modes” shall be construed accordingly.
j.”Campaign Terms” shall mean the terms of any one or more Campaigns as agreed by the Parties under the applicable Campaign Order.
k.”Campaign Transaction” shall mean a payment transaction undertaken by the Campaign Customer for the purchase of any Eligible Product on which a Benefit is applicable under a Campaign and “Campaign Transactions” shall be construed accordingly.
l.”Card” shall mean a valid credit card or debit card issued by a Campaign Finance Partner permitted to issue a Visa, MasterCard, Visa Electron, RuPay, Maestro, cash card etc. including any pre-paid card or other card as may be specified by PayU from time to time and “Cards” shall be construed accordingly.
m.”ComputerSystem” shall mean any electronic, magnetic, optical or other high-speed data processing device or system, communication system, software and/or hardware which performs logical, arithmetic, data storage and retrieval, communication control and other functions, and includes all input, output, processing, storage, computer software, hardware or communication facilities which are connected or related to computers in a computer system or computer network or Network Connections and “Computer Systems” shall be construed accordingly.
n.“Customer Charge” shall mean the sale price of the Eligible Product(s) purchased by the Campaign Customer plus the shipping charge (if any) and all other taxes, duties, costs, charges and expenses in respect of purchase of the Eligible Product(s) that are to be paid by the Campaign Customer.
o.”Eligible Product(s)” shall mean goods and/or services the purchase of which enables a Campaign Customer to avail the Benefit under the Campaign.
p.”IntellectualProperty” shall mean all intellectual property of every nature and kind including, without limitation, trademarks, logos, service marks, copyrights, patents, designs, whether registered or applied for, and shall also include any business ideas, know-how, confidential information, trade and business names, trade secrets, software programs and specifications that are capable of legal protection, whether they be the subject matter of any statutory registration or not.
q.”Network Connection” shall mean any integration or link between the Merchant’s Computer System, on the one hand, and that of PayU and/or of a Campaign Finance Partner, on the other, as may be enabled by PayU in relation to the Affordability Services and “Network Connections” shall be construed accordingly.
r.”Offers Engine” shall mean PayU’s technology-based solution or platform ( which may or may not include Network Connections) that enables the Merchant to run Campaigns.
s.”Party” shall mean either PayU or the Merchant as the context may require and “Parties” shall be construed accordingly.
II. Terms and conditions
1. PayU shall enable the Merchant to run one or more promotional campaign, offered by the Merchant and/or Campaign Finance Partner and/or Campaign Brand Partner from time to time with or in relation to the Eligible Products available on one or more Merchant Establishment (each such arrangement hereinafter referred to as a “Campaign“). By availing the Affordability Services of PayU, the Merchant irrevocably and unconditionally confirms and agrees as follows:
1.1 The Affordability Services made available by PayU in terms of the Affordability Agreement are in the nature of value-added services being provided by PayU to the Merchant subject to the terms and conditions of the Affordability Agreement of which these Affordability Terms and Conditions are a part. To the extent of any inconsistency between the Affordability Agreement and the Campaign Order, the provisions of the former shall prevail.
1.2 Affordability services shall include: (a) PayU allowing access to the Offers Engine so as to enable running of Campaigns by the Merchant in consultation with PayU, and (b) services in the nature of transfer of Benefits of a Campaign and forwarding of information to Campaign Finance Partners and/or Campaign Brand Partners and/or Merchants in order to assist them in providing Benefits to Campaign Customers in relation to the purchase of Eligible Products and related settlement and reconciliation services for the Campaigns (collectively, “Affordability Service“).
2. Affordability Services
2.1 The following provisions shall be applicable to the Affordability Services: (a) PayU hereby provides a non-transferable, non-exclusive and revocable license to the Merchant to access and use the Offers Engine, solely for the purpose of enabling configuration of one or more Campaigns and, (b) PayU may, in its absolute discretion, refuse the Merchant or any other person access to any part or all of the Offers Engine at any time and without assigning any reason.
2.2 The Merchant shall ensure that adequate security measures are implemented by the Merchant on its systems (including Computer Systems) which shall continue to be in place during the entire course of time Affordability Services are provided by PayU. The Merchant shall also use and maintain systems (including Computer Systems) having sufficient quality and performance capabilities for using the Offers Engine. The Merchant also undertakes to implement, use and run the Affordability Services in accordance with any technical specifications as may be specified by PayU from time to time. The Merchant confirms that the Affordability Services are being provided by PayU on an “as is where is” basis.
2.3 The Merchant confirms that the Offers Engine is not a marketplace nor is PayU providing any e-commerce platform. The use of the Offers Engine by the Merchant is entirely voluntary.
2.4 Benefits will be made available to Campaign Customers under Campaigns that will be run by the Merchant in accordance with the terms and conditions of the Affordability Agreement and as agreed by the Parties under the applicable Campaign Order with such Campaign Order being executed between the Parties by any agreed mode (including electronic modes such as email communications or online execution) as and when any specific Campaign is sought to be introduced.
3. Terms relating to process and funds flow
The process and funds flow for the Benefits in relation to the Campaigns shall be as follows, as applicable to one or more specific Campaigns, which the Merchant irrevocably confirms:
3.1 The Merchant shall ensure that the Campaign will clearly communicate any and all Benefits to Campaign Customers, at the time of such Campaign Customers making any Campaign Transactions at the Merchant Establishment, in accordance with the manner as specified in the applicable Campaign Order.
3.2 Benefits forming part of the Campaign will be paid/ payable by the Merchant or the Campaign Brand Partner or the Campaign Finance Partner, as may be agreed in the Campaign Order, to the account of Campaign Customers held with the Campaign Finance Partner depending on the Campaign Payment Mode either at the time of making the Campaign Transaction or within an agreed period from the date of the Campaign Transaction.
3.3 The Merchant will not have direct access to the accounts of the Campaign Customers and therefore, the Merchant shall transfer amounts representing Campaign Costs (to the extent applicable to the Merchant and which are to be borne by the Merchant) to PayU for the purpose of transferring such amounts to the Campaign Finance Partner which in turn shall transfer the same to the accounts of the Campaign Customers upon successful completion of the Campaign Transactions.
3.4 The Merchant understands and agrees that PayU’ role in respect of such Campaign Costs will be limited to collection of the amounts of Campaign Costs only as a pass-through vehicle for transfer on “as is” basis to Campaign Finance Partners from the Merchant or the Campaign Brand Partner or vice versa, which will be recovered and settled by PayU through a commercial debit note or such other mechanism as may be deemed fit by PayU and in a manner that PayU is not subject to any direct or indirect tax obligations (including, without limitation, goods and services tax) all of which shall be the responsibility of the Merchant and/or of the Campaign Brand Partner and/or of the Campaign Finance Partner, as the case may be (to the extent permitted by applicable law).
3.5 Campaign Costs to be borne by Merchant may be revised as mutually agreed by the Parties from time to time, for different Campaign Orders, Eligible Products and/or for different type of Campaign Customers. Any revisions in the Campaign Terms including Campaign Costs will be required to be agreed in writing by the Parties. In case of any change or update as requested by the Merchant, requires a configuration change in the technology platform underlying the Offers Engine and/or Affordability Services and/or Network Connections, if agreed to be implemented by PayU, will require a minimum notice period of 15 (fifteen) days for PayU to endeavor to effect such change, unless a longer period is required by PayU which shall be communicated by PayU to the Merchant upon the request being made by the Merchant.
3.6 The Merchant understands and agrees that the Campaign Finance Partners may provide Benefits to Campaign Customers in relation to the Campaigns, depending on the Campaign Payment Mode, either by way of transferring the related amounts to the accounts of Campaign Customers or by reducing the same from any repayment amounts otherwise payable by Campaign Customers in relation to Campaign Transactions.
3.7 If due to any reason, a Campaign Finance Partner is not able to transfer, though PayU, the Campaign Cost received from the Merchant and /or from the Campaign Brand Partner to the Campaign Customers, then, PayU will return such Campaign Cost to the Merchant for onward transfer to the Campaign Customers, only upon actual receipt of such Campaign Cost from the concerned Campaign Finance Partner. The Merchant confirms that PayU will be holding the above Campaign Cost on behalf of the Merchant.
3.8 The Merchant further understands and agrees that in certain cases, Campaign Finance Partners may directly invoice the Merchant and collect the amounts representing the Benefits. In such cases, the Merchant will remit such amounts to the Campaign Finance Partners on the basis of the invoice raised by the Campaign Finance Partners together with such charges and taxes (if any) as may be claimed by the Campaign Finance Partners. The procedure in this regard will be as specified by the applicable Campaign Finance Partners on a case-to-case basis. PayU will communicate to the Merchant about the Campaign Finance Partners who will directly invoice the Merchant for collection of such amounts of the Benefits.
3.9 In cases of instant discounts: In case of instant discounts, the Customer Charge shall stand reduced instantly to the extent of the Benefits and the said reduced Customer Charge shall then be remitted by PayU to the Merchant. It is hereby clarified that PayU will transfer to the Merchant, the original cost of the Eligible Product minus the Benefit, that is, the reduced Customer Charge, only after receipt of the Customer Charge from the Campaign Finance Partner.
3.10 In cases of cashback: In case of Benefits being offered in the form of cashbacks, the Benefit will be required to be passed on to the Campaign Customers by the Merchant by remitting the amounts representing the Campaign Cost to the Campaign Finance Partners. The Merchant will remit such Campaign Costs to PayU only as a pass-through vehicle without PayU having any financial liabilities of any nature whatsoever (including any direct or indirect tax liabilities including, without limitation, goods and services tax). The Merchant confirms that it is only upon actual receipt of such Campaign Costs from the Merchant that PayU shall transfer the Campaign Costs to the Campaign Finance Partner which in turn will pass the Benefits to the accounts of the Campaign Customers.
4. Registration, Data Confidentiality and Verification:
4.1 In order to access the Offers Engine, the Merchant will need to create one or more user accounts with PayU, register itself with PayU in accordance with the process specified by PayU and complete the authentication process through one of the methods of authorization specified by PayU in accordance with specifications issued by PayU. The Merchant shall at all times, provide correct and complete information.
4.2 The login data including any usernames and passwords will be intended solely for the Merchant’s use and therefore, are always to be kept secret and safe, and shall not be shared, transferred, assigned or otherwise disclosed by the Merchant to any third parties. PayU may, at any time, require the Merchant to certify and provide evidence indicating compliance with this requirement and/or to provide additional information of its users to verify their identity as a condition precedent to permitting access to the Offers Engine or before PayU permits the Merchant to use the Offers Engine.
4.3 The Merchant may only authorize its full-time employees engaged to work exclusively for the Merchant (and if so required by PayU, expressly authorized by way of a board resolution or other equivalent document of the Merchant) to access and use the Offers Engine (“Authorized Representatives”).
4.4 Notwithstanding anything to the contrary in the Affordability Agreement, any access and/or use by any person of the Offers Engine using the login credentials of the Merchant shall be deemed to be access and use for and on behalf of the Merchant and the Merchant shall be deemed to be fully and solely responsible for the same including, without limitation, any liabilities arising therefrom.
4.5 With regard to the Offers Engine and Affordability Services, all services and information provided by PayU is on an “as is” and/ or “as available” basis, without any express or implied warranties of any nature including, without limitation, of merchantability, accuracy of information, fitness for a particular purpose and/ or non-infringement. PayU will not be liable for any losses, damages, costs and/or other liabilities arising from or relating to the use of Affordability Services by the Merchant or those arising from or relating to PayU’s reliance on any instructions, notices, documents or communications received by PayU and believed by PayU to be originating from the Merchant and/ or the Authorized Representatives. PayU reserves the right (but undertakes no duty) to require additional authentication, documentation and information from the Merchant as and when deemed necessary by PayU.
4.6 Notwithstanding anything to the contrary in the Affordability Agreement, the Merchant shall not directly or indirectly through the Authorized Representatives or otherwise, in relation to the Offers Engine or the Affordability Services: (i) attempt to decipher, decompile, disassemble or reverse engineer any of the software or conduct any activity which compromises, interferes with or breaches PayU’s or another party’s Intellectual Property; (ii) take any action that imposes an unreasonable or disproportionately large load on the Offers Engine’s infrastructure; (iii) use the Offers Engine in any manner that would result in the Merchant breaching any applicable law or licensing obligations (including with respect to privacy) or any obligations the Merchant or PayU may owe to third parties; (iv) sell, share, publish, distribute or use information available on the Offers Engine for any commercial purpose or remove/ alter PayU’s or any other party’s copyright notices or other means of identification including any watermarks, as they appear on the Offers Engine; or (v) remove, circumvent, disable, damage, monitor, copy or otherwise interfere with security-related features of the Offers Engine or features that enforce limitations on the use of the Offers Engine.
5. Rights and Obligations of PayU and Merchant
5.1 It is agreed that Merchant’s obligations under the Affordability Addendum for availing Affordability Services shall include, without limitation, the following:
(a)The Merchant issuing Campaign Orders in a timely manner as mutually agreed with PayU for availing Affordability Services.
(b)The Merchant providing and passing-on to PayU, in a timely manner, Merchant’s and, where applicable, Campaign Brand Partner’s share of the Campaign Costs as agreed in the Campaign Order so that PayU can forward the same to Campaign Finance Partners.
(c)The Merchant indemnifying and keeping PayU indemnified and harmless in respect of any liabilities towards the Campaign Finance Partners and/or Campaign Brand Partners and/or Campaign Customers (including, without limitation, relating to Benefits or any financial liabilities such as refunds, chargebacks, cancellations, paybacks, cashbacks, discounts and tax liabilities).
(d)Merchant shall take all such steps, actions, issue necessary directions, execute documents including contracts as may be required by PayU to ensure that:
(i)Appropriate infrastructure is available with the Merchant and/or Merchant Establishment for connecting the Offers Engine with the Merchant’s Computer Systems in relation to the Affordability Services, and any infrastructure as may be reasonably required by PayU;
(ii)Merchant’s Computer Systems linked directly or indirectly to the Offers Engine are only operated by Merchant’s Authorized Representatives in accordance with operating instructions, if any, issued by PayU from time to time. In this regard, the Merchant confirms that: (a) Network Connections are to be provided only to enable connectivity to PayU’s or Campaign Finance Partners’ infrastructure and the Merchant shall have no legal right or remedy in relation to or against such Network Connections, (b) the Merchant does not have unfettered right to use the Network Connections for its own purpose or at its own will, or for any purpose other than as contemplated under the Affordability Agreement and (c) Network Connections shall be enabled only for the purposes of Affordability Services and as per the sole discretion of PayU in accordance with the Affordability Agreement;
(iii)The Merchant shall take all steps and actions which may be necessary to safeguard the Network Connections and the Computer Systems of the Merchant from any loss, damage, unauthorized usage, misuse or theft and in any such event immediately notify PayU in writing in case of any such event; and
(iv)The Merchant shall not remove, relocate, modify, decompile or in any way alter the Network Connections without the prior written consent of PayU.
(e) The Merchant confirms and provides its express consent to PayU to collect, share or transfer certain personal sensitive information of the Merchant and of customers (including Campaign Customers) for the purposes of providing services to the Merchant in accordance with the Affordability Agreement and applicable laws. The Merchant shall ensure that wherever applicable, it shall have procured similar consent from its end customers (including Campaign Customers) prior to sharing any such information with PayU for the purposes of the Affordability Agreement.
5.2 The Merchant confirms that PayU shall not have any liability with regard to the determination whether a customer is eligible to be classified as a Campaign Customer so as to be able to get the Benefits.
5.3 PayU shall not be liable in the event of any disputes regarding any Campaigns, Benefits or any Campaign Transactions and all such disputes, if any, shall be resolved by and between the Campaign Customers, Merchant, the Campaign Finance Partners and/or Campaign Brand Partners, as the case may be.
5.4 PayU shall not be liable for any loss, expenses or damage whatsoever caused by: (a) any financial liabilities including without limitation, refunds, chargebacks, cancellations, paybacks, Benefits and tax liabilities, (b) any failure for whatever reason of a Card or another Campaign Payment Mode or Network Connection or Computer System or any part thereof to function properly or at all in relation to the Affordability Services described herein; or (c) any unauthorized acquisition of information by any person through electronic or other interception of communications on any network.
5.5 With regard to the Merchant’s payment obligations for amounts representing or forming a part of the Campaign Cost for any Campaign that is paid/sub-vented by any Campaign Finance Partners or Campaign Brand Partner to Campaign Customers where PayU is acting on Merchant’s behalf: (a) PayU shall submit a monthly MIS statement and/or a debit note to the Merchant for all the amounts sub-vented by any Campaign Finance Partners or Campaign Brand Partners; and (b) the Merchant shall pay all such amounts within 10 working days of receipt of such MIS statement or debit note. The Merchant shall undertake reconciliation at its end and if the Merchant has any concerns or clarifications or disputes in relation to the MIS statement or debit note, the same shall be raised by the Merchant within 7 days of receipt thereof, failing which the amounts shall become due and payable.
5.6 The reconciliation flow for the Campaigns shall be as indicated in the Campaign Order.
6. Payment Terms:
6.1 PayU shall send an invoice for the Affordability Service Fee to the Merchant every month either during the month or after the month in which the Affordability Services have been rendered by PayU. The said monthly invoice shall be due and payable by the Merchant within 10 working days of receipt. Alternatively, PayU may deduct the Affordability Service Fee from any settlements of the Merchant or any other amounts of the Merchant in the custody or control of PayU which the Merchant irrevocably and unconditionally confirms. PayU reserves the right to revise the Affordability Service Fee and the mode of levying such Affordability Service Fee by intimating the Merchant in writing of any such changes within a reasonable time from such revision having been effected.
6.2 The Affordability Service Fee shall be payable irrespective of any refunds or chargebacks or cancellations and in a timely manner, to ensure continuity of the Affordability Services. It is agreed that if any outstanding balance with regard to the Affordability Service Fee or any other amount payable by the Merchant under this Affordability Agreement remains unpaid for 60 calendar days from the date of the invoice, the Merchant shall be liable to pay an interest of 18 % (twelve percent) per annum over and above the outstanding balance from the date of the invoice until paid. In such cases, the Merchant shall also pay to PayU any additional costs that may be imposed on PayU by Campaign Finance Partners or any other third party.
6.3 In case any Affordability Service Fee or any other amounts under this Affordability Agreement payable by the Merchant remains unpaid to PayU, the same shall be deemed to be an “Outstanding Amount” under the Service Agreement and PayU shall be entitled to exercise all rights and remedies pertaining to such Outstanding Amounts as provided under the Service Agreement in addition to any rights or remedies exercisable by PayU under the Affordability Agreement.
7. Notices, Governing law,dispute resolution and jurisdiction
7.1 With regard to notices, governing law, dispute resolution and jurisdiction, the provisions of the Service Agreement shall be applicable as if expressly incorporated herein.
Schedule 1
Format of Campaign Order
Campaign order No. [●]
Date: [●]
This Campaign Order is entered into with effect from [●] (the “Campaign Effective Date“), between the Parties, and is subject to the Affordability Agreement entered into between PayU Payments Private Limited (“PayU”) and [●] (“Merchant“).
Terms not otherwise defined in this Campaign Order shall have the meanings ascribed to such terms in the Affordability Agreement. To the extent that the terms of the Campaign Order conflict with any of the terms of the Affordability Agreement, the terms of the Affordability Agreement shall prevail, unless otherwise expressly agreed by the Parties in the Campaign Order and confirmed by PayU in writing. This Campaign Order shall not be amended except by written agreement signed by both the Parties.
Campaign Terms
1.Description of the Campaign:
a.The Campaign, unless extended mutually by both the Parties, is valid from [●], until [●] (“Validity“).
b.Campaign Construct:
Campaign Brand Partner [●] (the name of the brand/OEM for which the Campaign is to be made available, if any)
Merchant: [●] (the name of the Merchant for which the Campaign is to be made available. The Campaign Brand Partner and Merchant may or may not be the same)
Merchant Establishment(s): [●] (the channel/s through which the Campaign is to be made available, if any, such as website, e-commerce site, retail outlets, etc.)
Campaign Customer: [●] (the classification of customers of the Merchant, the Campaign Finance Partner and/or the Campaign Finance Partner to whom the Campaign is to be made available. E.g.: holders of platinum credit card issued by a specific Campaign Finance Partner)
Campaign Finance Partner: [●] (the name of the Campaign Finance Partner for whose customers the Campaign is to be made available.)
Campaign Payment Mode: [●] (details of payment instrument or loan/credit facility which is eligible for the Campaign, if any)
Benefit: (type of Benefit, that is, whether its is cashback, discount, no-cost EMI, low-cost EMI or any other benefit.)
c.Additional details of the campaign
2.Obligations of Merchant in relation to the Campaign and/ or Campaign Cost:
[Note to Draft: other obligations, as relevant to be added.]
3. Reconciliation and Settlement Flow:
Instant Discount
Cashback
4. Taxes:
PayU shall raise invoices and debit notes on the Merchant in the manner as described in the Affordability Agreement.
5. Terms and Conditions: