Terms and conditions applicable to BFL EMI Cards

 

1. PayU has entered into an arrangement with Bajaj Finance Limited (BFL) pursuant to which PayU can enable Finance Facility Option for Your Customers for availing BFL EMI Cards (as defined hereinafter) that are made available by BFL for making payments against the purchase of Products. The terms and conditions for availing BFL EMI Cards, as amended, modified, updated or restated from time to time govern the availment by the Merchant of the BFL EMI Cards services made available by PayU (“BFL EMI Cards T&Cs”). These BFL EMI Cards 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 to periodically refer to these BFL EMI Cards T&Cs as amended, modified, updated or restated from time to time and to keep itself informed about these.

 

1. These BFL EMI Cards T&Cs constitute an integral part of the service agreement and/or master service agreement and/or BFL EMI Cards Addendum 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

 

• For the purposes of these BFL EMI Cards T&Cs, unless the context requires otherwise, the following terms when capitalized shall have the meanings ascribed to such terms below. Any other capitalized terms that are used in these BFL EMI Cards T&Cs and are not defined shall have the same meanings ascribed to them under the Service Agreement, as the case may be:

 

1. “Authentication” shall mean the process, by which a Customer is identified and is authenticated by BFL.

1. b) “Authorization” shall mean the process by which BFL confirms to that Customer is eligible and gives approval for availing Loan from BFL for purchase of the Product using the BFL EMI Card.

1. c) “BFL EMI Card” shall mean and include an existing member identification card which has not expired or is not hot listed by BFL or blocked by the Customer, for identifying an existing customer and his/her eligibility for availing pre-approved finance facility/Loan from Bajaj Finance Limited at select Merchant’s outlets and/or online Merchant’s Website/Platform, which are registered with BFL. BFL EMI Card is a closed loop customer identification mechanism issued to customers who may choose to avail the Loan using the said EMI Card.

1. d) “BFL EMI Card Transaction(s)” / “Transaction(s)” shall mean purchase transaction initiated by the Customer on Merchant’s Website/Platform for purchase of the Product by paying the Customer Charges using the Loan through the BFL EMI Card.

1. e) “Completion of Transaction” shall mean BFL EMI Card Transaction will be completed only upon Delivery of Products/or delivery of services within the Delivery Due Date and acknowledgement receipt to the Customers.

1. f) “Customer” shall mean a customer who chooses to make payment of the Transaction for the purchase the Product on the Merchant’s Website/Platform using the BFL EMI Card on Loan.

1. g) “Customer Charges” shall mean the sale price of the Products purchased by the Customer plus the shipping charge (if any) and all other taxes, duties, costs, charges and expenses in respect of the Products/payment that are required to be paid by the Customer.

1. h) “Customer Dispute” shall mean and include, without limitation, any dispute raised by the Customer in terms of this BFL EMI Cards T&Cs with the Merchant and/or BFL and/or PayU in relation to (a) non-delivery of the Product; (b) defective Product; (c) deficiency in Product/service; (d) Product merchantability; (e) Product warranties and/or guarantee; (f) any other defect/deficiency/short-coming in the Product which is in-consistent with the terms and conditions present on Merchant’s Website/Site at the time of the sale of the Product.

1. i) “Delivery” shall mean (i) in respect of a good, delivery of the good by a courier /parcel service appointed by the Merchant or its vendors, to the Customer within Delivery Due Date at the address specified by the Customer in this behalf; or (ii) in respect of a service, delivery or performance of provisions of service within the Delivery Due Date.

1. j) “Delivery Due Date” shall mean the date/period displayed on the Merchant’s Website/Platform or otherwise notified to the Customer on or before which the Merchant shall deliver the Products to the Customer(s).

1. k) “Dispute Redressal Mechanism” shall mean mutually agreed process to be followed by the Parties to address any Customer Dispute/dispute and/or refund request raised by the Customer in relation to any BFL EMI Card Transaction in relation to the Product as more specifically agreed and mentioned in [Schedule – II] hereto.

1. l) “Finance Facility Option” shall mean checkout page provided by BFL to which the Customer is directed for Authentication and Authorization using the PayU Services (as defined in the Service Agreement) for processing the Transaction initiated by the Customer on Merchant’s Website/Platform using a BFL EMI Card.

1. m) “Finance Scheme(s)” shall mean such commercial arrangements or incentives devised to incentive the Customers to use BFL EMI Card which as may be mutually agreed between PayU and the Merchant from time to time during the Terms of BFL EMI Cards T&Cs, including without limitation, Interest Subvention Scheme.

1. n) “Interest Subvention Scheme” shall mean the finance scheme whereby the Merchant agrees to sub-vent the Interest Subsidy to be provided to the Customer for carrying out the Transaction on Merchant’s Website/Platform using/availing the Loan thorough the BFL EMI Card.

1. o) “Interest Subsidy” shall mean such amount equivalent to or more than the interest component on the Loan provided to the Customer, as may be mutually agreed from time to time between the Parties, to be borne by the Merchant for incentivizing the Customer to purchase the Product on Merchant’s Website/Platform using the BFL EMI Card, which shall be settled with the Merchant on net-off basis from the Customer Charges.

 

1. p) “Loan” shall mean the consumer finance facility offered by BFL to customers holding a valid BFL EMI Card for the purpose of purchasing Products on Merchant’s Website/Platform by initiating a Transaction which are raised for Authentication and Authorization by BFL.

 

1. q) “Proof of Delivery” shall mean sufficient legitimate records evidencing Delivery of the Product to the Customer (i.e. courier company’s delivery confirmation and delivery confirmation by the Customer.

 

1. r) “Outstanding Amount” shall mean the amount payable by the Merchant to PayU, BFL and/or Customers for any losses, costs, damages, penalties, Refund Amount, refund overdraft or credit problems suffered or incurred by the Customers, PayU and/or BFL; any fees and other payments owed to PayU by the Merchant; and any claims or proceedings filed against PayU and/or BFL by the Customers or any third Party.

 

1. s) “Service Fee” shall mean such fee/amount mutually agreed to be charged by PayU for providing PayU Services (as defined in Service Agreement), including without limitation, technology service fee, consolidated reconciliation fee, merchant dashboard fee and such other value added service offered by PayU to the Merchant.

 

1. t) “Settlement Amount For BFL EMI Card Transaction” shall mean Customer Charges minus/less the Service Fee and the Interest Subsidy payable to the Merchant in relation to a BFL EMI Card Transaction which shall be paid and settled in the Merchant Bank Account (as defined & mentioned in Service Agreement) on net-off basis from PayU Nodal Account (as defined in Service Agreement).

 

2. SCOPE OF SERVICES

 

2.1    The Merchant acknowledges, confirms and understands that the BFL EMI Card Transactions     initiated by the Customer are Loan obtained from BFL by the Customers for purchase of the Products on Merchant’s Website/Platform.

2.2     The Merchant acknowledges, confirms and understands that PayU is facilitating integration of the Finance Facility Option offered by BFL using the PayU Services to offer an additional payment option available for the Customers to make purchase of the Product using the BFL EMI Card on Merchant’s Website/Platform.

2.3     The Merchant undertakes to integrate the Finance Facility Option on Merchant’s Website/Platform. The manner of such integration shall be as mutually agreed between the Parties. The Merchant hereby confirms and agrees that the Merchant shall be solely responsible for the cost of integration (if any) and shall at all times be responsible for providing and maintaining all necessary equipment and/or facilities in respect of such Finance Facility Option.

2.4     The Merchant hereby confirms, agrees and undertakes to deploy/install/use such equipment(s), software(s), hardware(s), integration medium/channels, network connectivity of such standards as may be prescribed by PayU and shall ensure (wherever possible) to deploy secured links (multiple carrier links)/alternate equipment(s), software(s), hardware(s), integration medium/channels, network connectivity, as per the industry standards and practices as may be prescribed by PayU to ensure continuity of  business to the extent the technology services are within its control.

2.5     The Merchant shall ensure that there are proper encryption and robust security measures to prevent any hacking into the information of the Customers and other data. In addition to the above, the Merchant shall also comply with security practices and procedures as prescribed in the Information Technology Act, 2000 and the rules made thereunder and/or the RBI rules and Regulations. Any loss incurred to the Merchant, PayU or the BFL as a result of the security breach/hacking due to improper security on the part of the Merchant, its employees, contractors, agents, etc and/or on the Merchant Website/Platform, shall be borne solely by the Merchant and the Merchant agrees to indemnify, defend and hold harmless PayU and BFL from any claims, actions, damages or losses arising out or in relation thereto.

3. APPROVAL AND REGISTRATION TO AVAIL FINANCE FACILITY OPTION

3.1    The Merchant acknowledges, confirms and agrees that PayU shall carry out all the necessary due-diligence process and may seek such additional documentation/information as it may deem fit to carry out necessary due diligence as may be agreed with BFL or which it deem fit, before agreeing  to offer the Finance Facility Option on Merchant’s Website/Platform.

3.2     The Merchant hereby agrees and confirms to provide all necessary support and requisite documentation, including without limitation, any financial and/or banking information and/or Know Your Customer (KYC) documents of the Merchant and/or transaction volume data and/or security standards deployed at the Merchant’s Website/Platform and/or such other required information from the Merchant to carry out the necessary its due diligence process.

3.3     The Merchant acknowledges, understands and agrees that in order to avail the Finance Facility Option, the Merchant must be approved by and registered with PayU, BFL and Nodal Bank. Any undertaking with respect to the Finance Facility Option under BFL EMI Cards T&Cs shall be subject to PayU’s, BFL and Nodal Bank’s approval and completion of the registration process. The Merchant shall provide PayU with all such documents as required by PayU to register the Merchant with PayU, BFL and Nodal Bank. The Merchant further understands and acknowledges that PayU, BFL and Nodal Bank have the right to withdraw their approval/consent at any time prior to or after commencement of the Finance Facility Option on Merchant’s Website/Platform.

3.4     The Merchant acknowledges, confirms and agrees that PayU shall be at liberty to withdraw offering the Finance Facility Option or BFL EMI Card at its sole discretion, upon happening of such trigger events as may be agreed in terms of BFL EMI Cards T&Cs or without necessarily upon happening of such trigger events, in its sole and absolute discretion.

4. AUTHORIZATION AND AUTHENTICATION OF TRANSACTION

4.1     The Merchant acknowledges confirm and agrees that all the BFL EMI Card Transactions initiated by the Customers at the Merchant’s Website/Platform using the Finance Facility Option or BFL EMI Card shall be sent for Authentication and Authorization by BFL and accordingly in terms of this BFL EMI Cards T&Cs the Settlement Amount For BFL EMI Card Transaction shall be settled in the Merchant’s Bank Account.

4.2     The Merchant understands that PayU and/or BFL may reject Authorization of any BFL EMI Card Transaction placed by the Customer for any reason including but not limited to risk management, suspicion of fraudulent, illegal or doubtful BFL EMI Card Transactions, selling of banned items, use of compromised BFL EMI Cards, use of blacklisted/banned BFL EMI Cards and any other laws, rules, regulations, guidelines in force in India, etc

4.3     The Merchant acknowledges that as a risk management tool, PayU and/or BFL reserve the right to limit or restrict transaction size, amount and/or monthly volume at any time. For the purpose of clarity such limitations or restrictions may be imposed for the following reasons including but not limited to limits/restrictions on the number of purchases which may be charged on an individual BFL EMI Card during any time period, rejection of BFL EMI Card Transaction in from Customers with a prior history of questionable charges, unusual monetary value of BFL EMI Card Transaction, etc. Further, as a security measure, PayU may at its sole discretion block any BFL EMI Card, group of BFL EMI Cards or BFL EMI Card Transactions from any specific blocked or blacklisted BFL EMI Cards or Transactions initiated using the Finance Facility Option, specific group of IP addresses, devices, geographic locations and / or any such risk mitigation measures it wishes to undertake in its sole and independent discretion.

4.4     The Merchant acknowledges that as a risk management tool, PayU and/or BFL reserve the right to limit or restrict transaction size, amount and/or monthly volume at any time. For the purpose of clarity such limitations or restrictions may be imposed for the following reasons including but not limited to limits/restrictions on the number of purchases which may be charged on an individual BFL EMI Card during any time period, rejection of BFL EMI Card Transaction in from Customers with a prior history of questionable charges, unusual monetary value of BFL EMI Card Transaction, etc. Further, as a security measure, PayU may at its sole discretion block any BFL EMI Card, group of BFL EMI Cards or BFL EMI Card Transactions from any specific blocked or blacklisted BFL EMI Cards or Transactions initiated using the Finance Facility Option, specific group of IP addresses, devices, geographic locations and / or any such risk mitigation measures it wishes to undertake in its sole and independent discretion.

4.5     The Merchant hereby expressly acknowledges, confirm and agrees to the transaction flow agreed in relation to the BFL EMI Card Transactions and as more specifically mentioned and captured in SOP as agreed between the Parties.

5. PAYMENT TO PAYU OF SERVICE FEE

5.1     The Merchant acknowledges, confirms and understands that upon necessary arrangements with BFL, the Merchant agrees to an Interest Subvention Scheme to subvert/bear on net-off basis, such amount equivalent to or more than the interest component on the Loan provided to the Customer to be borne by the Merchant for incentivizing the Customer to purchase the Product on Merchant’s Website/Platform using the BFL EMI Card.

5.2     The Parties may agree to various scheme(s) and/or promotional offers or commercial arrangements or incentives devised to incentive the Customers to use BFL EMI Card which as may be mutually agreed between PayU and the Merchant from time to time during the term of this BFL EMI Cards T&Cs, including without limitation, currently, the Interest Subvention Scheme.

5.3     The Service Fee along with the agreed Interest Subsidy as per the agreed Interest Subvention Scheme shall be deducted by PayU from the Customer Charges on net-off basis and shall be payable to the Merchant in respect of each duly approved and completed BFL EMI Card Transaction.

5.4     The Merchant hereby unconditionally confirms and irrevocable agrees to the prescribed Service Fee and agrees to the adequacy of the Service Fee for the offered services by PayU and the settlement of the Service Fee along with Interest Subsidy on net-off basis from the Customer Charges and transfer of the Settlement Amount for BFL EMI Card Transaction into Merchant’s Bank Account (as mentioned in Service Agreement).

6. PAYMENT TO THE MERCHANT

6.1     Subject to any other clause of the BFL EMI Cards T&Cs, PayU shall endeavor to instruct the Nodal Bank to transmit the Settlement Amount from the Nodal Account to the Merchant’s Bank Account within the time period prescribed by RBI commencing from date of Completion of Transaction (“Settlement Cycle”).

6.2     The Merchant further acknowledges and agrees that transmission/settlement of the Settlement Amount to the Merchant Bank Account shall be subject to reconciliation between BFL, PayU and the Nodal Bank.

6.3     The Merchant hereby agrees that all payments with respect to refunds and/or any Refund Amount settled in favor of the Customer, shall be the sole responsibility of the Merchant and PayU shall not be liable for any claims, liabilities, disputes, penalties which may arise in connection with such Refund Amount and/or Customer Dispute settled in favor of the Customer. The Merchant agrees to indemnify PayU in respect of any claims, disputes, penalties, costs and expenses arising directly or indirectly in relation to refunds/Refund Amount and/or Customer Dispute settled in favor of the Customer for all BFL EMI Card Transactions initiated and instructed through the Merchant Site.

6.4     Notwithstanding anything contained anywhere in BFL EMI Cards T&Cs and/or the Service Agreement, the Merchant hereby fully confirms and agrees that PayU, BFL and Nodal Bank  reserve the right to reject payments with respect to any Settlement Amount for reasons including but not limited to unlawful, unenforceable, doubtful or erroneous BFL EMI Card Transaction, refund, cancellation, fraud, suspicious activities, BFL EMI Card Authentication and Authorization issues, Customer Dispute settled in favor of the Customer, overpayment made due to mathematical errors or otherwise, penalties incurred, BFL EMI Card Transaction related issues, issues related to Delivery, Product or defect in Product or Product merchantability and/or Product warrantee/guarantee.

6.5     In the event of rejection of payment with respect to Settlement Amount, cancellation, refunds or other Outstanding Amounts due to PayU, BFL and/or the Customer by the Merchant, PayU and/or BFL reserve the right to reverse the credit given to the Merchant Bank Account or set-off the payment amount rejected, Refund Amount or any other Outstanding Amount against any future Settlement Amount payable to the Merchant. PayU and/or BFL may also deduct the payment amount due from future Settlement Amounts payable to the Merchant with respect to subsequent BFL EMI Transactions.

6.6     If PayU and/or BFL determine that the Merchant is incurring an excessive amount of Customer Dispute or Refund Amount, PayU may establish controls or conditions governing the BFL EMI Card Transactions contemplated under BFL EMI Cards T&Cs, including without limitation, by (a) establishing new processing fees, (b) by requesting a reserve in an amount reasonably determined by PayU to cover anticipated Refund Amount, (c) delaying payouts/Settlement Amount, and (d) terminating or suspending the PayU Services and/or Finance Facility Option.

6.7     All Settlement Amount due to the Merchant under BFL EMI Cards T&Cs may be suspended or delayed till such time as PayU, the BFL and/or nodal bank deems fit, if (a) the Merchant or its Customer or a third party commits any fraud or violates any law or legal requirement; (b) PayU and/or BFL have reasons to believe that a fraud has been committed against the Customers, PayU, BFL or any third party by the Merchant,  its Customers, or any other third party; or has reason to believe that the Merchant or the Customer has in connivance with any other person done any fraud or assisted in the same; or any transaction has been fraudulently initiated; (c) the Merchant has excessive pending Customer Dispute or poses high Refund Amount and/or refund risk; (d) continuous non-delivery or delayed delivery of Products to Customers; or (e) for any other reasonable reasons.

 

7. DELIVERY

7.1     The Merchant shall dispatch/render the Products to their respective Customers only upon Transaction Confirmation from PayU to the Merchant. The Merchant acknowledges that PayU shall give confirmation only upon receipt of payments in respect of the Transaction from the Acquiring Bank (“Transaction Confirmation”). PayU shall not be responsible for any Transactions that have not been confirmed with PayU by the Acquiring Banks

7.2     The Merchant shall ensure that it maintains Proof of Delivery with respect to each BFL EMI Card Transaction initiated through the Merchant Site for a period of at least one (1) year from the date of Delivery. Proof of Delivery shall be open for inspection by PayU and/or BFL at all times during working hours on Business Days. Notwithstanding any other clause of BFL EMI Cards T&Cs, the Merchant understands that PayU and/or the BFL and/or Nodal Bank reserve the right to call for Proof of Delivery, at any time, before and/or after settlement of Settlement Amount to the Merchant’s Bank Account with respect to any BFL EMI Card Transaction. PayU and/or the BFL have the right to reverse Customer Charge amount to the Customers and/or reject the Customer Charge to the Merchant, if Proof of Delivery is not provided in accordance to BFL EMI Cards T&Cs.

7.3     The Merchant shall deliver the Product within the Delivery Due Dates specified at the time of making the Transaction on the Merchant Site. If the Merchant is unable to deliver the whole or any part of the Transaction within the Delivery Due Date, the Merchant shall forthwith inform the Customer and take immediate action to refund the Customer Charge in whole or in part as per the Customers instructions.

7.4     All risks associated with the Delivery by the Merchant shall be solely that of the Merchant and not PayU. Any and all disputes regarding quality, merchantability, non-Delivery, delay in Delivery or otherwise shall be resolved directly between the Merchant and the Customer without making PayU and/or the BFL a party to such disputes.

8. CUSTOMER DISPUTE

8.1     The Merchant agrees that in an event of any Customer Dispute is raised by the Customer in relation to Product, including without limitation, non-delivery of the Product or wrong delivery of Product or defective Product and/or any dispute in relation to the merchantability of the Product and/or any other Customer Dispute of any nature or grievance in relation to the Product(s) purchased using the BFL EMI Card, with the Merchant and/or PayU and/or BFL, the Merchant hereby agrees and confirms that such Customer Dispute shall be accordingly dealt and resolved by following the process and as mandated in the Dispute Redressal Mechanism as more specifically agreed and mentioned in Schedule – II, hereto

8.2     In the event of any Customer Dispute relating to any BFL EMI Card Transaction contemplated under this BFL EMI Cards T&Cs by the Customer with the Merchant or PayU or BFL, on any grounds whatsoever, PayU shall notify the Merchant of the same. On such notification the Merchant shall conduct an internal review of such matter and shall, within the time period agreed and stipulated in the Dispute Redressal Mechanism, from receipt of notice, revert to PayU in writing either

1. a) Requesting PayU to refund the Refund Amount received by it in respect of such Transaction (”Refund Request”); or

1. b) Providing PayU with a statement explaining how the disputed Transaction is not warranted together with all documentary evidence in support of contesting such Customer Dispute

8.3     In the event that Merchant provides a Refund Request to PayU or fails to contest such Customer Dispute within the time period mentioned in the Dispute Redressal Mechanism or contests Customer Dispute without providing the necessary supporting documentation to the satisfaction of PayU and/or BFL, PayU shall be entitled to recover the Refund Amount from credits subsequently made to the Nodal Account of such Merchant. In the event that PayU is unable to recover the Refund Amount as aforesaid, due to the amounts credited to the Nodal Account being lower than the Refund Amount, PayU shall deduct the remaining Refund Amount from the Reserve (if any) or set-off the remaining Refund Amount against the future payables to the Merchant and refund the same to the Customer/BFL. The Merchant shall be liable to make payment of the Refund Amount or part thereof which has not been recovered by PayU forthwith

8.4     It is hereby agreed and acknowledged by the Parties that the Service Fee and the Interest Subsidy along with the applicable taxes, including applicable GST, charged by PayU in respect of the Disputed Transaction shall not be refunded or repaid by PayU to Merchant.

9. REFUND AND RETURN POLICY

9.1     The Merchant agrees to process returns of, and provide refunds and adjustments for Products sold and/or payment collected through its Merchant Site in accordance with BFL EMI Cards T&Cs, on PayU’s instructions. The Merchant understands that all refunds must be routed to the same Nodal Bank Account to enable PayU to settle the same with BFL. The Merchant expressly and irrevocably agrees and confirms that no cash refund and/or refund shall be made to the Customer in any other bank account and/or as platform credit to the Customer on the Merchant’s Website. In the event that the Merchant initiates refunds or Refund Amount through any other mode, the Merchant shall be fully liable for all such refund and/or the Refund Amount in relation to the Customer Dispute raised in respect of the Transaction refunded. The Merchant shall ensure that PayU at all times have sufficient funds of the Merchant to process refunds initiated. PayU shall not be liable to process any refund initiated in the event of insufficient funds.

9.2     The Merchant shall (a) maintain a fair return, cancellation or adjustment policy in accordance with type of business; (b) disclose its return or cancellation policy to Customers at the time of purchase, (c) not give cash refunds to a Customer in connection with a BFL EMI Card Transaction as the same is a credit/loan provided by BFL to the Customer; and (d) not accept cash or any other item of value for preparing a BFL EMI Card Transaction sale refund.

9.3     The amount of the refund/adjustment must include any associated taxes required to be refunded and cannot exceed the amount shown as the total on the original sales data except by the exact amount required to reimburse the customer for postage (if any) that the Customer paid to return Product. The Merchant understands that if the refund policy prohibits returns or is unsatisfactory to the Customers, the Merchant may raise Customer Dispute relating to the disputed Transaction

9.4     Merchant hereby expressly and irrevocably acknowledges, confirms, agrees and undertakes that the Service Fee and the Interest Subsidy agreed to be borne by the Merchant pursuant to BFL EMI Cards T&Cs shall not be refunded or repaid by PayU to the Merchant and the Merchant agrees to bear such amount as cost of business.

SCHEDULE – I

STANDARD OPERATING PROCEDURE (SOP)

Process Flow