1. SCOPE OF PAYU OFFLINE SERVICES

1.1 The Merchant sells the Products at the Merchant Establishment and intends to collect payments from the Customers who make payments for the Products using a UPI QR Code. At the request of the Merchant, PayU shall, either itself or through a Service Provider, install or provide for installation at the Merchant Establishment, the QR Code and such related accessories, equipment including Soundbox (where applicable), where applicable (and opted for by the Merchant) and software (if applicable) (collectively, the “QR Codes” which expression shall include any replacement, modifications, enhancements and / or additions) as PayU thinks fit in its sole discretion. 

1.2 Where the Merchant is the owner of the premises/Merchant Establishment: The Merchant hereby expressly agrees and consents to the installation of the QR Codes at the premises to enable the processing of payments of Transaction made by the Customers using QR Code.

1.3 Where the Merchant a lessee, licensee, or not the full owner of the premises/Merchant Establishment: The Merchant has obtained all necessary permission/s from all concerned to permit PayU (or its authorized service provider) to deploy the QR Code at the Merchant Establishment to enable the processing of payments of Transactions made by Customer using QR Code.

1.4 PayU has agreed to offer PayU Offline Services to the Merchants by deploying QR Codes, either itself or through a Service Provider, at Merchant Establishment(s) as agreed in terms of these Terms and Conditions for Availing PayU Offline Services, for enabling the Customers to make payment of Customer Charge to the Merchant for Transactions made using a QR Code.

1.5 In order to perform its obligations under these Terms and Conditions for availing PayU Offline Services, PayU has entered into agreements with various Acquiring Institutions to enable use of internet payment gateways/Payment Mechanisms developed by them for processing payments using QR Codes.

1.6 Once the Customer initiates payment instructions through the QR Code, the Customer will be required to provide the details in respect of UPI transaction as may be required. Thereafter, the Transaction will be directed to the respective Acquiring Institution payment processing system for Authorization and Authentication. Once a payment instruction is Authenticated and Authorized by the respective Acquiring Institution in respect of a Transaction, the Acquiring Institution will transfer such approved Customer Charge from the Customer Bank Account to the PayU’s Collection Account.

1.7 The Merchant has directed and authorized PayU to receive, hold, disburse and settle the Customer Charge in accordance with and subject to the provisions of this PayU Agreement.

1.8 Except as expressly provided in this PayU Agreement, no other or further rights are granted to the Merchant or to any third party by PayU.

2. APPROVAL AND REGISTRATION TO AVAIL PAYU SERIVCES

2.1 The Merchant shall disclose the exact business category/business sub-category for which the Merchant will be using the PayU Offline Services and shall only avail the PayU Offline Services through its designated Merchant Establishment. In order to use the PayU Offline Services for any other purpose, the Merchant understands and acknowledges that it shall notify PayU in writing of such change and such change will be subject to approval by PayU and may include other terms and conditions as PayU may deem fit.

2.2 The Merchant authorize PayU to undertake due diligence on the Merchant, its beneficial owners and its directors together with other officers and further authorize PayU and/or its authorised Service Provider to procure from the Merchant, its beneficial owners or from its directors and other officers, information that will include, without limitation, KYC documents, tax and other registration certificates, financial information and such further information or documents, including those relating to information security, as PayU may deem fit from time to time, and to exchange, part with/share all such information as may be required with the Acquiring Institutions, Escrow Banks, PayU’s affiliates, group entities, services providers, law enforcement authorities or regulators. The Merchant shall not hold PayU liable for use or sharing of such information in the manner and for the purposes as described above.

2.3 The Merchant understands that in order to avail the PayU Offline Services, the Merchant must be approved by and registered with PayU, the Acquiring Institutions and Escrow Bank. Any obligations of PayU with respect to the PayU Offline Services under this PayU Agreement shall be subject to PayU’s, the Acquiring Institutions’ and/or third party Service Provider offering Acquiring Institution Services and/or Escrow Bank’s approval and completion of the registration process. The Merchant shall provide PayU and/or its authorised Service Providers with all such documents as may be required by PayU to register the Merchant with PayU, the Acquiring Institutions and/or third party service providers offering Acquiring Institution Services and/or Escrow Bank. The Merchant further understands and acknowledges that PayU, the Acquiring Institutions and Escrow Bank have the right to withdraw their approval/consent at any time prior to or after commencement of the PayU Offline Services.

2.4 The Merchant shall provide know your customer (“KYC”) documents as requested by PayU and/or its authorised Service Provider (on behalf of PayU) in accordance with extant RBI guidelines and/or under any Applicable Law and/or otherwise, including but not limited to Merchant Bank Account, GST registration number (if applicable), incorporation/constitutional documents, corporate authorizations and/or any other document which PayU deems fit to request in its sole and absolute discretion. The Merchant also authorizes PayU and gives its express consent to share the aforesaid information and documents with any of the third party service providers offering Acquiring Institution Services and/or to any third party services provider engaged by PayU for KYC verification, completion of onboarding and due diligence process on behalf of PayU and/or any affiliate company of PayU.

2.5 The Merchant agrees and undertakes to co-operate and provide all necessary assistance to PayU and/or its authorised services provider to carry out necessary due-diligence, KYC obligations of the Merchant and/or other risk profiling of the Merchant before enabling the PayU Offline Services, and the Merchant agrees to shall provide all supporting documents to carry-out the required checks of genuineness of the Merchant’s business establishment as per any applicable regulatory guidelines and/or PayU’s policy.

3. PAYMENT TO PAYU

3.1 In consideration for PayU Offline Services, the Merchant agrees to pay PayU, Service Fees as detailed in the Pricing Schedule. The Service Fee shall be deducted by PayU from the Customer Charge or any other amounts payable to the Merchant in respect of each completed Transaction. PayU reserves the right to revise the Service Fee periodically, and PayU will intimate the Merchant of any such change within reasonable time.

3.2 The Merchant shall also pay to PayU: (i) a non-refundable one time set up fee, and (ii) Annual Maintenance Charge payable in advance every year as detailed in the Pricing Schedule. PayU shall have a right to deduct such set-up fee and Annual Maintenance Charges from the Settlement Amount payable to the Merchant.

4. SETTLEMENT TO THE MERCHANT

4.1 Subject to any other provisions of this PayU Agreement, PayU shall endeavor to instruct the Escrow Bank to transmit the Settlement Amount from the PayU’s Collection Account to the Merchant’s Bank Account within T + 3 days (where ‘T’ shall be the date of Completion of Transaction) and/or as per the time period prescribed by RBI commencing from the date of Completion of a Transaction.

4.2 The Merchant understands that a Transaction shall be deemed to be completed only upon receipt of the Customer Charge by PayU in the PayU’s Collection Account from the Acquiring Institutions and subject to reconciliation of the same by the Acquiring Institutions, PayU and the Escrow Bank and subject to Merchant providing Charge Slip/Proof of delivery in relation to the Transaction to PayU (only applicable upon PayU’s demand) (“Completion of Transaction”).

4.3 The Merchant further acknowledges that transmission of the Settlement Amount to the Merchant Bank Account shall be subject to reconciliation of the Customer Charge by the PayU and Partner Institutions after actual receipt of Customer Charge in the PayU’s Collection Account.

4.4 The Merchant acknowledges that the payments to be made to the Merchant by PayU shall be made without prejudice to any claims or rights that PayU may have against the Merchant and shall not constitute any admission by PayU as to the performance by the Merchant of its obligations under this PayU Agreement and the amounts payable to the Merchant.

4.5 PayU shall be entitled to set-off and deduct from any payments due to the Merchant, including without limitation, from the Settlement Amounts and all of these shall be deemed to constitute Outstanding Amounts:

    (a) The amount of any refund/Chargeback paid or payable to any Customer/cardholder; and

    (b) Any over payment made by PayU due to computational / system errors or otherwise; and

    (c) Any other sums due from or payable by Merchant to PayU in accordance hereof.

4.6 The Merchant hereby agrees that all payments with respect to refunds/cancellation and/or Chargebacks shall be the sole responsibility of the Merchant and PayU and/or any third party Service Provider shall not be liable for any claims, disputes, penalties which may arise in connection with such refunds/cancellation and/or Chargebacks. The Merchant hereby indemnifies and agrees to indemnify and hold harmless PayU in respect of any claims, disputes, penalties, costs and/or expenses arising directly or indirectly in relation to refunds or Chargebacks for all Transactions initiated and instructed at the Merchant Establishment.

4.7 The Merchant understands that PayU, NPCI, Acquiring Institutions and/or Card Association and/or any third party service provider offering Acquiring Institution Services may reject authorization of Transaction placed by the Customer for any reason including but not limited those relating to risk management, suspicion of fraudulent, illegal or doubtful Transactions, selling of banned items, use of compromised Authorised Cards, VPA’s, use of blacklisted/banned cards or in accordance with the RBI, NPCI, Acquiring Institutions, Issuing Institution and/or Card Association rules, guidelines, regulations, etc. and any other laws, rules, regulations or guidelines in force in India.

4.8 The Merchant acknowledges that as a risk management tool, PayU and/or the Acquiring Institutions and/or any third party Service Providers reserve the right to limit or restrict Transaction size, amount and/or monthly volume at any time. For avoidance of doubt, such limitations or restrictions may be imposed for any grounds including but not limited to limits/restrictions on the number of purchases which may be charged on an individual VPA, Authorised Card during any time period, rejection of payment in respect of customer orders from a Customers with a prior history of questionable charges or unusual monetary value of Transactions. PayU and/or any third party Service Providers may at their sole discretion block any card number, account numbers, group of cards or Transactions from any specific blocked or blacklisted customer cards, accounts, specific group of internet protocol (“IP”) addresses, devices, geographic locations and / or apply any such risk mitigation measures as they may deem fit.

4.9 Notwithstanding anything in this PayU Agreement, the Merchant hereby irrevocably and unconditionally confirms and agrees that PayU and Partner Institutions reserve the right to hold or reject payments with respect to any Customer Charge for reasons including but not limited to unlawful, unenforceable, doubtful or erroneous Transactions, Chargeback, refund, fraud, suspicious activities, card Authentication and Authorization issues, overpayment made due to mathematical errors or otherwise, penalties incurred, Transaction related issues, issues related to Customer Charge or Product(s) or if the Transaction was not made in accordance with the requirements of PayU and/or NPCI and/or the Acquiring Institutions and/or Card Association.

4.10 In the event of rejection of payment with respect to Customer Charge, Chargeback, refunds or other Outstanding Amounts due to PayU, Acquiring Bank, and/or the Customer by the Merchant, PayU and/or the Acquiring Bank reserve the right to reverse the credit given to the Merchant Account or set-off the payment amount rejected, Chargeback, amount refunded or the Outstanding Amount against Settlement Amount payable to the Merchant. PayU and/or Acquiring Banks may also deduct the payment amount due from future Settlement Amounts payable to the Merchant with respect to subsequent Transactions.

4.11 If PayU and/or the Acquiring Institutions determine that the Merchant is incurring an excessive amount of Chargebacks, PayU may establish controls or conditions governing the Transactions contemplated under this PayU Agreement, including without limitation, by (a) establishing new processing fees, (b) by requesting a Reserve in an amount reasonably determined by PayU to cover anticipated Chargebacks, (c) delaying payouts, and (d) terminating or suspending the PayU Offline Services.

4.12 All Settlement Amounts due to the Merchant under this PayU Agreement may be suspended or delayed till such time as PayU, the Acquiring Institutions and/or Escrow 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 the Acquiring Institutions have reasons to suspect that a fraud has been committed against the Customers, PayU, Acquiring Institutions or any third party by the Merchant, its Customers, or any other third party; (c) PayU and/or the Acquiring Institutions  have reason to suspect that the Merchant or the Customer has in connivance with any other person done any fraud or assisted in the same; (d) any Transaction has been fraudulently initiated; (e) the Merchant has excessive pending Chargebacks or poses high Chargeback and/or refund Risk; or (f) any other reasonable reasons exist.

4.13 SUBVENTION

(a) The Merchant has represented to PayU that Bajaj Finance Limited (“BFL”) has agreed to subvent the Service Fee for the identified set of payment mechanism(s), for and on behalf of the Merchant in relation to Transactions carried out by Customers of the Merchant Site using such payment mechanism(s) and at such rates, more specifically mentioned this PayU Agreement (“Subvention Fee”).

(b) The Merchant understands and agrees that basis the necessary representation and warranties provided by the Merchant, PayU has agreed to raise the invoice of the Service Fee as may be applicable for the identified payment mechanism(s) to BFL in place of deducting the same from Customer Charge of the Merchant or by raising necessary invoice in relation to payment of the same by the Merchant (as may be applicable).

(c) The Merchant hereby unconditionally and irrevocable acknowledges, undertakes and agrees that, the primary responsibility of making payment of the applicable Service Fee in relation to the PayU Offline Services availed by the Merchant in terms of this PayU Agreement shall always remain with the Merchant and PayU only upon specific request of the Merchant has agreed to raise necessary invoices to BFL for subvention and payment of such Service Fee.

(d) The Merchant hereby further unconditionally and irrevocably undertakes and agrees that where BFL does not make any payments of the Subvention Fee to PayU by its due date, PayU shall have a right to deduct the outstanding Subvention Fee amount from any Settlement Amount(s) payable to the Merchant in terms of this PayU Agreement and shall also be entitled to charge an interest on such outstanding Subvention Fee 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.

(e) 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 in relation to Subvention Fee and/or any loss/liability/claim arising due to non-payment or delay in payment of the Subvention Fee by BFL to PayU.

(f) The Merchant hereby agrees and confirms that PayU shall not be responsible to bear any part of the Service Fee and the arrangement provided by PayU is solely on aggregator/facilitator basis and PayU shall not be responsible for any losses, claims, damages to BFL or the Merchant arising from the Subvention Scheme.

(g) The Merchant hereby acknowledges and agrees that in an event of any change in the terms of the Subvention Scheme agreed with BFL, a 30 (thirty) days prior written notice and express written consent of PayU shall be required to bring any such change to the said Subvention Scheme and any breach of this obligation shall be treated as material breach of the terms of this PayU Agreement and PayU reserves the right to suspend PayU Offline Services and/or terminate the PayU Agreement with the Merchant forthwith.

4.14 CHARGEBACKS AND DISPUTED TRANSACTIONS

(a) In the event of rejection or any Chargeback dispute relating to a Transaction contemplated under this PayU Agreement (“Disputed Transaction”), 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 stipulated by the respective Acquiring Institution and/or NPCI and/or Card Association (as intimated in the notice), from receipt of notice, revert to PayU in writing either:

1. Requesting PayU to refund (“Refund Request”) the Customer Charge received by it in respect of such Transaction (“Refund Monies“); or
2. Providing PayU with a statement explaining how the Disputed Transaction is not warranted together with all documentary evidence in support of contesting such Disputed Transaction.
3. In the event that Merchant provides a Refund Request to PayU or fails to contest such Disputed Transaction within the aforesaid period or contests Disputed Transaction without providing supporting documentation to the satisfaction of PayU, Acquiring Banks, NPCI, Card Association and/or Issuing Institution, PayU shall be entitled to recover the Refund Monies from credits subsequently made to the PayU Collection Account. In the event that PayU is unable to recover the Refund Monies as aforesaid, due to the amounts credited to the PayU Collection Account being lower than the Refund Monies, PayU shall deduct the remaining Refund Monies from the Reserve (if any) or set-off the remaining Refund Monies against the future Settlement Amounts and/or any other payables to the Merchant and refund the same to the Customer. The Merchant shall be liable to make payment of the Refund Monies or part thereof which has not been recovered by PayU forthwith. 

(b) The Merchant acknowledges that it shall be liable for any fees and charges / penalties, determined by NPCI and/or Card Associations, at actuals including fees and fines arising due to incomplete documentation, associated with the Chargeback.

(c) The Merchant hereby acknowledges and irrevocably agrees that the timelines for the Chargeback and other Transaction related information (“Chargeback Details”) to deal with the Chargeback shall be guided by the timelines specified under the respective NPCI rules and/or Card Association Rules (“Chargeback Timelines”) from time to time. Where the Merchant does not provide Chargeback Details within the Chargeback Timelines and the Chargeback is settled in favor of the Customer, the Merchant hereby irrevocably agrees and authorizes PayU to deduct such Chargeback amount due from any amounts payable by PayU to the Merchant including, without limitation, any future Settlement Amounts payable to the Merchant with respect to subsequent Transactions.

(d) The Merchant undertakes to provide PayU with an active electronic mail address (“Email”) for all communications to be sent by PayU to the Merchant arising under the terms of this PayU Agreement including but not limited to the Chargeback details. The Merchant shall ensure that the Email is accessible by it at all times and shall promptly update the Email in the event of any change or modification. The Merchant hereby acknowledges and irrevocably agrees that where the Merchant does not respond to the communication sent by PayU on the Email or does not respond due to incorrect Email provided to PayU or due to non updation of the active Email, the Merchant will be solely responsible for any liability arising in connection herewith including but not limited to that of the Chargeback.

(e) It is hereby agreed and acknowledged by the Parties that the Service Fee charged by PayU in respect of the Disputed Transaction shall not be refunded or repaid by PayU to Merchant or any other person.

5. RECONCILIATION

5.1 The Merchant agrees to promptly: (i) complete the reconciliation of the Transactions on the basis of Transaction details made available by PayU, to confirm the Settlement Amount against each of the Transaction(s) concluded using PayU Offline Services; and (ii) report any discrepancy during such reconciliation to PayU immediately upon first knowledge of such discrepancy or within 5 (five) days of receipt of Settlement Amount, whichever is earlier, failing which the reconciliation statement provide by PayU shall be final and binding on the Merchant.

 6. RESERVE

6.1 PayU may require the Merchant to create a Reserve from time to time by placing funds with PayU and/or create such Reserve from any Settlement Amounts available with PayU against Chargeback risk, credit risk, refund risk, refund overdraft risk, non-Delivery issues, selling of banned or restricted items, non-payment of maintenance fees or any other amounts payable to PayU or any other indications of performance problems related to the Merchant’s use of PayU Offline Services. If the Merchant does not agree to the required Reserve amount with PayU within 7 (seven) days of a notice issued by PayU for the same, or fails to provide the agreed Reserve amount, PayU reserves the right to suspend and/or terminate, without further notice: (i) any Settlement Amount payable to the Merchant; and/ or (ii) the PayU Offline Services.

6.2 The Merchant irrevocably and unconditionally confirms that PayU shall be entitled to use the Reserve or any balance in the Settlement Amount available to set-off any Outstanding Amounts payable by the Merchant to PayU, the Partner Institutions and/or Customers under this PayU Agreement.

6.3 If the Settlement Amount payable to the Merchant and/or the Reserve (if any) is not sufficient to cover the Outstanding Amount, the difference thereof shall be a debt due from the Merchant to PayU and be forthwith payable by the Merchant and recoverable by appropriate legal action, as deemed fit by PayU. Without prejudice to PayU’s rights and remedies, if the Merchant does not make any payment to PayU by its due date or on demand, PayU shall be entitled to charge interest on such overdue amount from the due date until the date of payment thereof in full, at the rate of 1.5% per month. The provisions of this clause shall not in any manner preclude or restrict PayU from recourse to any other remedies available to it under the Applicable Laws or otherwise, at law or in equity. The Merchant agrees that any such interest is not in the nature of penalties and that such charges are a genuine pre-estimate of loss.

7. REPRESENTATIONS AND COVENANTS OF MERCHANT

7.1 The Merchant represents that: (i) it is duly organised and validly existing under the laws of the jurisdiction in which it is established; (ii) it has the requisite power and authority to execute, deliver and perform this PayU Agreement and this PayU Agreement has been duly and validly authorised, executed and delivered by it; (iii) its obligations hereunder constitute legal, valid, binding and enforceable obligations; (iv) the execution and delivery of this PayU Agreement and the consummation of the transactions contemplated herein does not breach its organisational documents or any Applicable Law, provisions of any contract or order of court applicable to it and do not require any applicable governmental approval; (v) the person executing this PayU Agreement on behalf of the Merchant is duly authorised to execute this PayU Agreement for and on behalf of the Merchant and has the authority to bind the Merchant accordingly; (vi) all particulars, information and details provided by the Merchant to PayU under this PayU Agreement are true, correct, complete and up to date in all respects and no information has been withheld, and the Merchant understand that such particulars, information and details provided by Merchant shall form the basis for offering the PayU Offline Services the Merchant; (vii) it has the legal right and title to sell Products offered by it to the Customers by using the PayU Offline Services; (viii) it has adopted and implemented the best service standards in the industry to ensure Delivery of all Products paid for on the Merchant Site to Customers in accordance with the highest standards; (ix) only the authorised personnel of the Merchant are given access to the Merchant Dashboard provided by PayU; and (x) where applicable, it has an appropriate cancellation policy, refund policy, privacy policy, disclosures/disclaimers and the terms of the Products provided by it.

7.2 The Merchant covenants and undertakes that it shall:

7.2.1 duly fulfill all Transactions at the Merchant Establishment in accordance with: (i) the terms and conditions agreed between the Merchant and such Customer and/or (ii) instructions of the Customer.

7.2.2 comply with all applicable rules, guidelines, instructions, requests and actions, etc. made by the Acquiring Institutions and/or NPCI and/or Card Associations (as applicable) from time to time. The Merchant further acknowledges that the Acquiring Institutions, NPCI and Card Associations may also put limitations and restrictions on the Merchant, at its sole discretion from time to time. In addition, the Acquiring Institutions has the right to reverse/reject payments, suspend and/or terminate services, make inspections or inquiries in relation to the transaction, etc. PayU reserves the right to suspend payments and/or terminate this PayU Agreement in the event of breach of this clause by the Merchant. The Merchant understands that the Acquiring Institution Services, NPCI rules and Card Association Rules form a part of this PayU Agreement. In the event that Merchant’s non-compliance of Acquiring Institutions and/or NPCI rules and/or Card Association Rules, results in any fines, penalties or other amounts being levied on or demanded of PayU by a Card Association, Acquiring Bank or NPCI, then without prejudice to PayU’s other rights hereunder, Merchant shall forthwith reimburse PayU an amount equal to the fines, penalties or other amount so levied or demanded. If the Merchant fails to comply with its obligations towards the Acquiring Institutions and/or NPCI and/or Card Associations, PayU may suspend or terminate its PayU Offline Services and/or Settlement Amount forthwith.

7.2.3 be solely liable for quality and efficiency and merchantability of the Products. Further the sale price of the Product(s) sold at the Merchant Establishment shall include all applicable taxes and publication thereof shall at all times be in accordance with Applicable Laws.

7.2.4 comply with all Applicable Laws, rules and regulations in offering the Product(s) or collecting payments at the Merchant Establishment. The Merchant shall ensure that all requisite approvals, licenses and registrations, etc. in accordance with all Applicable Laws, have been obtained and are kept in full force and effect to enable the Merchant to offer the Product(s) for sale at the Merchant Establishment. The Merchant shall not conduct any business through the PayU Offline Services or offer Product(s) thereof in violation of any law or legal requirement of any applicable jurisdiction and shall keep PayU fully indemnified for all times to come in this regard. In addition, PayU reserves the right to terminate this PayU Agreement without further notice in the case of breach of this Clause.

7.2.5 not offer any Product(s), which are illegal or offensive or banned as per List of Banned Items and/or are not in compliance with Applicable Laws. The Merchant understands that the list stated in Schedule – B is only for reference and may be updated from time to time on https://www.payu.in and the Merchant shall ensure compliance of the same. In addition, the Merchant shall comply with and shall ensure compliance by the Customers with all applicable guidelines, rules, regulations issued by RBI and guidelines set by PayU, Acquiring Institutions and/or Card Associations. The Merchant agrees and understands that PayU reserves the right to suspend settlement of the Settlement Amounts and/or PayU Offline Services to the Merchant until such time that the Merchant does not discontinue selling such banned/illegal Product(s) or does not conform to all Applicable Laws, rules, regulations or guidelines in force from time to time. In addition, PayU reserves the right to terminate this PayU Agreement without further notice in the case of breach of this Clause.

7.2.6 where applicable, immediately comply with all of PayU’s instructions with regard to the baseline technology related recommendations prescribed by the RBI from time to time including, without limitation, the recommendations prescribed under the PA Guidelines.

7.2.7 where applicable, confirms and agrees that PayU shall be entitled: (a) to undertake comprehensive security assessment of the infrastructure of the merchant, to ensure that technology related requirements are being adhered to by the Merchant, and (b) at its sole discretion specify any required upgrades or changes which the Merchant shall promptly implement to continue availing PayU Offline Services.

7.2.8 where applicable, ensure that, where applicable, its infrastructure and systems are compliant with the Payment Card Industry-Data Security Standards and Payment Card Industry Secure Software Framework (PCI SSF) at all times, and it shall provide security assessment reports, in the manner specified by PayU, on a monthly or quarterly or annual basis (as advised by PayU) demonstrating its compliance with the aforesaid security standards. Notwithstanding the above, PayU and/or RBI shall have the right to conduct a security audit to check the Merchants compliance with this requirement and in such cases, the Merchant shall extend full cooperation to PayU and/or RBI and its representatives so as to enable them to conduct the audit to their sole satisfaction;

7.2.9 also promptly, and in no event beyond 3 hours, report to PayU any actual or suspected unauthorized access, collection, acquisition, use, transmission, disclosure, corruption or loss of any confidential information including the customer data and payments data. The Merchant shall remedy each security incident immediately upon knowledge and provide PayU with written details of the internal investigations conducted in this regard.

7.2.10 not allow any cash withdrawals by Customer/cardholder.

7.2.11 always charge the Customers only the normal rates for sale of Product(s) and will not levy any charges on the Customer for accepting payment through a UPI and/or Authorised Card.

7.2.12 where applicable, agrees to comply with RBI and PCI DSS and PCI SSF (where applicable) by which it shall not store any sensitive Customer/cardholder data like the customers virtual payment address (“VPA”), full card number, card expiry date, card verification value (CVV/CVC), date of birth of the card holder or any such data or critical card related information anywhere with the Merchant or the Merchant Establishment and not in hard or soft format anywhere else. If any violation of the PCI DSS and PCI SSF (where applicable) norms by the Merchant are observed, the entire liability arising out of such violation shall be passed on to the Merchant.

7.2.13 agrees that PayU and/or RBI may carry out a security audit of the Merchant to check its compliance with the requirement as set put under the PayU Agreement.

7.2.14 put up such notices, disclaimers or warranties as may be required by PayU and/or the Acquiring Institution from time to time and the Merchant shall comply with such request forthwith.

7.2.15 be solely responsible for the accuracy of all information and/or validity of the prices and any other charges and/or other information relating to the Product(s), which are offered for sale at the Merchant Establishment.

7.2.16 not require any Customer/cardholder to pay any surcharge, to pay any part of the discount, whether through any increase in price or otherwise, or to pay any contemporaneous finance charge in connection with any Transaction. If at any stage it is brought to the notice of PayU and/or Acquiring Institution and/or Service Provider that such a charge is being applied by the Merchant, the relationship can be immediately terminated by PayU or on request of the Acquiring Institution.

7.2.17 agree that it shall bear and be responsible for the payment of all relevant taxes, surcharge, levies etc. (including withholding taxes) in relation to the Customer Charge and PayU Offline Services provided under this PayU Agreement.

7.2.18 ensure that the Merchant and all its Customers comply with the terms and conditions specified by PayU from time to time.

7.2.19 not require the Customer to provide the Merchant with any details of the accounts held by it with Issuing Institution.

7.2.20 shall ensure to keep confidential, all information submitted by the Customers at the Merchant Establishment. The Customer shall not be required or asked to disclose any confidential or personal data, which may be prejudicial to interests of the Customer. The Merchant shall use the Customer data only for the purpose of completing the Transaction for which it was furnished, and shall not sell or otherwise furnish such information to any third party. The Merchant shall be liable to comply with existing data privacy regulations or any other applicable regulations from time to time.

7.2.21 in writing inform PayU of all changes in its current addresses of each office, within seven (7) Business Days of such change. Such intimation shall be provided on the Merchant’s letterhead signed by the authorized signatory of the Merchant.

7.2.22 not engage in activities that harm the business and/or brand of PayU and Partner Institutions.

7.2.23 Where applicable, indicate its acceptance of all the respective Acquiring Institutions and/or Card Associations, whose Payment Mechanism is being presented to the Merchant, whenever it communicates the payment methods it accepts to its Customers without prejudice to the Acquiring Institutions and/or Card Associations. In the event that the Merchant decides to display the logos of the Acquiring Institutions and/or Card Associations whose Payment Mechanism it is providing as a Authorised Card payment option to its Customers at the Merchant Establishment and/or other marketing materials, the Merchant must ensure that it prominently displays the logos of all the respective Acquiring Institutions and/or Card Associations (being used to process Authorised Cards) in the same manner and without prejudice to any one of them and in accordance with the guidelines and/or direction provided by the respective Acquiring Institutions and/or Card Associations. In addition, the Merchant shall not promote, dissuade or impose restrictions/conditions on any one Authorised Card Payment Mechanism and/or Card Association over the other except for limited time bound tactical marketing programs with one or more Acquiring Institutions and/or Card Associations.

7.2.24 provide customer support as per the Merchant’s customer support policy (which shall at all times be in compliance with applicable laws including, without limitation, the Consumer Protection Act, 2019 and any rules and regulations issued thereunder, as amended). The Merchant shall be solely responsible for handling and resolving all Customer complaints expeditiously and in no event beyond 7 (seven) days from the date of lodging of such complaints. The Merchant further confirms to promptly share with PayU, necessary evidences demonstrating the resolution provided to the Customer complaint(s) upon receipt of a written intimation from PayU. The Merchant shall provide high quality Customer service and shall handle Customer complaints at its sole cost and expense and in compliance with timelines and procedures as specified herein or as prescribed under Applicable Laws. In this regard, the Merchant will always present itself as a separate entity form PayU.

7.2.25 The Merchant authorises PayU to share Transaction data and Customer information with the respective Partner Institutions.

7.2.26 The Merchant hereby agree and acknowledges that the ownership of Merchant Data collected by PayU from the Merchant shall at all times vest with PayU and PayU shall without any restrictions from the Merchant, use such Merchant Data for its business purposes.

7.2.27 The Merchant hereby agree and acknowledges that PayU reserves a right to suspend the payment and/or PayU Offline Services provided herein, forthwith, in event the Merchant fails to observe the terms and conditions herein.

7.2.28 The Merchant acknowledges and confirms that the Transactions made at Merchant Establishment are “across the counter transactions” and PayU shall have no liability of any nature whatsoever, including without limitation, in relation to non-delivery/merchantability/fitness for the purpose/return/quality in relation to the Product and any other obligations and the same shall be governed by the bilateral arrangement between the Merchant and the Customer. The Merchant hereby agrees to indemnify and hold harmless PayU in respect of any claims, disputes, penalties, liabilities, costs and/or expenses arising directly or indirectly in relation to the obligations undertaken by the Merchant in the sub clause.

7.2.29 The Merchant confirms and agrees that it shall, on demand by PayU, make payment to PayU of additional amounts in case the Merchant: (i) is found to be involved in any fraudulent/suspicious activities or dealing with banned/restricted items; and/or (ii) has changed its line of business in breach of this PayU Agreement and/or Applicable Laws and/or (iii) has used PayU Offline Services on establishment other than the Merchant Establishment. Such additional amounts will be by way of liquidated damages which shall be equivalent to preceding six months of Customer Charge processed by the Merchant. PayU shall be entitled to deduct the relevant additional amounts from any funds or Reserve of the Merchant available with PayU or from any due or future Settlement Amounts (available in any or all of the merchant identification number(s) issued to the Merchant) payable to the Merchant. For sake of clarity, the Merchant confirms and agrees that such additional amounts by way of liquidated damages represent a genuine pre-estimate of loss, liability and/or damages likely to be suffered by PayU and are not a penalty.

7.2.30 The Merchant understands that PayU will collect, process, store and share the Customer and the Merchant transaction data including sensitive personal data of the customer and the Merchant, in accordance with applicable laws and in accordance with PayU’s Privacy Policy. PayU or such third party with whom the data is shared, may at its sole discretion reach out to the Customer or the Merchant for any purpose including marketing any products or services;

7.2.31 Where applicable, ensure that credit cards are not used, in any manner whatsoever, to collect loan repayments from their Customers or for any other purpose for which payment via credit card is prohibited under applicable laws

7.2.32 The Merchant confirms that:

(a) in order to enable Customers to make payment, the Merchant is required to display the QR Code provided by PayU and to ensure that the Customer scans the correct QR Code provided by PayU.

(b) the QR Code provided by PayU may be static or dynamic. Where a static QR Code is provided by PayU, the Merchant is required to ensure that the Customer must enter the exact amount to be payable by the Customer to the Merchant for the purchase of Products.

(c) the Customer using the QR Code can make payments through UPI by scanning the QR Code through any of the payment apps available with the Customer.

(d) Once the Customer completes the Transaction on the Payments App(s), the Merchant shall verify the same on the Customer’s mobile phone or on the dashboard. The Merchant shall be solely responsible for verifying the status of the Transaction on the Merchant Dashboard and shall initiate Delivery of the Product to the Customer only when the Merchant receives a confirmation of ‘successful Transaction’ from PayU. In the event the Merchant delivers the Product without such confirmation, the Merchant shall be solely liable for the consequences arising therefrom.

8. CHARGE SLIP

8.1 The Merchant shall dispatch/deliver the Products to the Customer only upon Transaction confirmation from PayU to the Merchant. The Merchant acknowledges that PayU shall give confirmation only upon receipt of Transaction confirmation in respect of the Transaction from the Acquiring Institution. PayU shall not be responsible for any Transactions that have not been confirmed to PayU by the Acquiring Institutions.

8.2 Upon the completion of a Transaction, the Merchant must produce a Chargeslip (physical or electronic) wherein the Transaction gets completed using a QR code embedded in the point of sale device.

8.3 The Merchant understands, agrees and acknowledges that all Product(s) purchased in the same Transaction must be included on a single Chargeslip. A Chargeslip must also be produced for a refund transaction.

8.4 The Chargeslip produced maybe in a physical or digital form and the formatting of the same will be governed by applicable regulatory guidelines in force. The timeline for storage of digital and physical Chargeslips will be as per applicable regulatory guidelines in force or at least for a period of 18 months from the date of the Transaction.

8.5 The Merchant must have a means to provide a receipt to the Customer/cardholder upon request. If such means involves the storage, transmission, or processing of card data, then it must comply with the Payment Card Industry Data Security Standard (“PCI DSS”) and Payment Card Industry Software Security Framework (“PCI SSF”).

8.6 Chargeslips shall be open for inspection by PayU and/or the Acquiring Institutions and/or any third party appointed by PayU or the Acquiring Institution, at all times during working hours on Business Days. The Merchant understands that PayU and/or the Acquiring Institution and/or Escrow Bank and/or its Service Provider(s) reserve the right to call for Chargeslips, at any time, before and/or after settlement of Settlement Amount to the Merchant’s Bank Account with respect to any Transaction. PayU and/or the Acquiring Institutions and/or its Service Provider have the right to reverse Customer Charge amount to the Customers and/or reject the Customer Charge to Merchant, if the Chargeslip(s) is/are not provided in accordance with the provisions of this PayU Agreement.

9. REFUND

9.1 Merchant agrees to inform the Customer/cardholder about its credit refund policy clearly mentioning the same in bill invoice and / or on the Chargeslip. The Merchant agrees to process returns of, and provide refunds and adjustments for, Products sold and/or payment collected through QR Code available at the Merchant Establishment in accordance with the provisions of this PayU Agreement, the Acquiring Institutions instructions, NPCI rules and Card Association Rules. The Merchant understands that all refunds must be routed through the same Acquiring Institution through which the Transaction was made. In the event that the Merchant initiates refunds through any other mode, the Merchant shall be fully liable for all Chargebacks 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 refunds initiated in the event of insufficient funds.

9.2 The Merchant understands that no refunds shall be processed by PayU after a period of 180 days from the date of the Transaction.

9.3 The Merchant shall: (a) maintain a fair return, cancellation or adjustment policy in accordance with its 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 card sale and / or payments made through unified payments interface, unless required by Applicable Law, (d) not accept cash or any other item of value for preparing a card sale refund and / or payments through unified payments interface, (e) refund transaction where the facility of online refund is provided, failing which the Merchant may present a refund letter on headed stationery and signed by authorized signatory(ies), (f) not process a refund transaction, unless there is a preceding corresponding debit on the payment instrument. The amount so refunded must be equivalent or lesser than the initial amount paid to the Merchant. The Merchant further understands that all refunds must be routed through the Acquiring Institutions payment gateway through which the Transaction was made.

9.4 The Merchant warrants that by presentation of any Transaction information to PayU (which for the purposes hereunder means any Chargeslip and / or any information in respect of any Transaction):-

(a) All statements of fact contained therein or relating thereto, which are within the knowledge of the Merchant, are and/or shall be true and complete, as applicable.

(b) The Merchant has supplied or caused to be supplied, the Product(s) to which the transaction information relates and to the value stated therein and a price not greater or otherwise on terms not less favourable than the same price and terms at and on which such Product(s) are supplied by the Merchant for cash.

(c) No other Chargeslip or information has been or will be issued or presented in respect of the Product(s) to which the transaction information relates.

(d) The provision of credit for the supply of the Product(s) to which the Transaction information relates is not unlawful; and

(e) The Transaction information relates to a Transaction and that Merchant has complied with the terms and conditions mentioned under this PayU Agreement.

9.5 Neither the receipt by PayU of any Transaction information nor any payment by or other act of omission by PayU (other than an express written acknowledgement or waiver thereof by PayU) shall constitute or be deemed to constitute any acknowledgement or waiver of compliance by the Merchant with any of the warranties specified in clause above or any other provision of this PayU Agreement.

9.6 The amount of the refund/adjustment must include any associated taxes required to be refunded. The Merchant understands that if the refund policy prohibits returns or is unsatisfactory to the Customers, the Merchant may still receive a Chargeback relating to the disputed Transactions.

9.7 It is hereby agreed and acknowledged by the Parties that the Service Fee charged by PayU in respect of a Transaction that has been confirmed shall not be refunded or repaid by PayU to the Merchant or any other person under any circumstances irrespective of the Customer Charge being rejected, Chargeback, refunded or disputed.

10. REPRESENTATIONS AND WARRANTIES OF PAYU

10.1 PayU represents, warrants and undertakes that: (i) it is duly organised and validly existing under the laws of the jurisdiction in which it is established; (ii) it has the requisite power and authority to execute, deliver and perform the PayU Agreement (iii) its obligations hereunder constitute legal, valid, binding and enforceable obligations; (iv) the performance of this PayU Agreement and the consummation of the transactions contemplated herein does not breach its organisational documents or any Applicable Law, provisions of any contract or order of court applicable to it and do not require any applicable governmental approval; and (v) it shall comply with the Applicable Laws while offering PayU Offline Services.

11. INSPECTION

11.1 Except as required by Applicable Laws, the Merchant shall be solely responsible for (a) compiling and retaining permanent records of all Transactions and other data and (b) reconciling all Transaction information that is associated with its Customers.

11.2 The Merchant shall maintain records of such periodical checks in such manner as may be specified by PayU and/or Acquiring Institutions. In case, PayU, Acquiring Institutions / RBI / regulator / Card Associations / Service Provider (authorised by PayU) or any other person so authorized by PayU (“Inspecting Parties”) wants to have access or wishes to conduct an inspection or audit of the records of Transactions, and other necessary information relating to all the services performed by Merchant, in such an event, the Merchant shall, without demur within a reasonable time from the notice period, allow such uninterrupted inspection, examination and audit of records and review reports and Merchant shall co-operate and shall provide all assistance to the Inspecting Parties. Failure to do so on the part of the Merchant shall tantamount to breach of the terms of this PayU Agreement and PayU reserves the right to suspend or terminate this PayU Agreement forthwith, without assigning any further reason whatsoever.

12. USE OF INTELLECTUAL PROPERTY RIGHTS

12.1 The Merchant hereby grants to PayU 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 PayU Offline Services provided to the Merchant to the public. The Merchant hereby release 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.

12.2 The Merchant shall prominently display at the Merchant Establishment, a statement/logo/marks/image provided by PayU relating to PayU Offline Services and that of the respective Acquiring Institutions providing the Payment Mechanism. The Merchant must only use the logos/marks/images provided by PayU and no other.

12.3 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 this PayU Agreement 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.

12.4 The Merchant undertakes not to infringe the intellectual property rights of Acquiring Banks, NPCI, Card Associations and/or PayU respectively, whether directly or indirectly through any third party in the Acquiring Banks Services and software and/or PayU Services and Software Application.

12.5 The Merchant fully understands that due to use of the Merchant of the PayU Offline Services, PayU may create or generate database in respect of the Customers. All rights and ownership with respect to such database shall vest with PayU.

13. CONFIDENTIALITY

13.1 The Parties agree to maintain the confidentiality of the Confidential Information and to protect all portions of the other Party’s Confidential Information by preventing any unauthorized disclosure, copying, use, distribution, or transfer of possession of such information. Dissemination of Confidential Information by each Party shall be limited to those employees with the need to such access for the advancement of the goals anticipated under this PayU Agreement.

13.2 The Parties shall at no time disclose or allow its officers, directors, employees, representatives or subcontractors to disclose the other Party’s Confidential Information to any third party without the prior written consent of the other Party. The Parties agree to protect the Confidential Information of the other with the same standard of care and procedures used by themselves to protect their own Confidential Information of similar importance but at all times using at least a reasonable degree of care.

13.3 The obligations set out in this Clause shall not apply to Confidential Information that:

(a) is or becomes publicly known other than through breach of this Clause 12;

(b) is in possession of the receiving Party prior to disclosure by the other Party;

(c) is independently developed by the receiving Party;

(d) needs to be disclosed to professional advisers or in accordance with the order of a competent court or administrative authority;

(e) is thereafter rightfully furnished to such receiving Party by a third party without restriction by that third party on disclosure; or

(f) is required by law, judicial court, recognized stock exchange, government department or agency or other Regulatory Authority, provided that sufficient notice is given of any such requirement, by the receiving Party to the disclosing Party, in order that the disclosing Party may seek for an appropriate protective order or exemption from such requirement, prior to any disclosure being made by the receiving Party and/or its Affiliates.

Such obligation of confidentiality shall continue for a period of 1 (one) year after the termination or expiry of this PayU Agreement.

14. RELATIONSHIP BETWEEN THE PARTIES

14.1 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.

14.2 PayU has no connection or interest of whatsoever nature in the business of the Merchant or the Product(s) offered/ marketed at the Merchant Establishment. PayU does not in any manner take part in the business of the Merchant, directly or indirectly. PayU shall only provide PayU Offline Services to the Merchant in relation to the Merchants, the Customers and the Acquiring Institution, as an independent entity and under the terms and conditions of this PayU Agreement. For the PayU Offline Services provided by PayU, it shall be paid an agreed Service Fee by the Merchant as stipulated in this PayU Agreement and PayU is nowhere connected or concerned about the revenues of the Merchant or the Acquiring Institutions.

14.3 PayU has no relationship with the Customers and all actions under this PayU Agreement which may affect the Customers are instructed by the Merchant. The Merchant alone shall be responsible to the Customers and neither PayU nor the Acquiring Institution or anybody connected to PayU or Acquiring Institution shall have any responsibility or liability towards the Customers and the Merchant shall keep PayU and Acquiring Institution fully indemnified for all times to come in this respect.

14.4 PayU is neither concerned nor required to monitor in any manner the use of the payment modes by the Customers for procuring / availing the Product(s) of the Merchant. The Customers should be required to use the payment modes at their sole option and risks. The Merchant shall be required to notify this responsibility to all its Customers under the instructions provided by PayU.

15. GRIEVANCE REDRESSAL

15.1 The Merchant agrees to: (i) comply with the customer grievance redressal policy approved by PayU’s board of directors available at https://payu.in/grievance-policy/ (“CGR Policy”) in connection with raising any grievance or complaint in connection with any PayU Offline Service, (ii) cooperate with PayU and/or any third parties in order ensure the successful redressal of such grievance; (iii) ensure that all Customers will act in compliance with the CGR Policy, (iv) ensure that the Customers shall cooperate with PayU and/or any third parties in order ensure the successful redressal of such grievance; and (v) ensure that no Customer shall hold PayU liable or seek any remedy against PayU in the event any grievance raised by the Customer which is not addressable by PayU or does not pertain to any deficiency of PayU’s in connection with any PayU Offline Service

15.2 The Merchant agrees that in the event any grievance raised by the Merchant is not addressable by PayU or does not pertain to any deficiency of PayU in connection with any PayU Offline Service, the Merchant shall be suitably informed and guided to the appropriate third party in the payments ecosystem. The Merchant hereby agrees to not hold PayU liable or seek any remedy against PayU in relation to any such deficiency arising due any third party in the payments ecosystem.

16. INDEMNITY

16.1 The Merchant hereby indemnifies and undertakes and agrees to indemnify, defend and hold harmless PayU and/or the Acquiring Institutions 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:

(a) breach or non-performance by the Merchant of any of its undertakings, warranties, covenants, declarations or obligations under this PayU Agreement;

(b) breach of confidentiality and intellectual property rights obligations by the Merchant;

(c) any claim or proceeding brought by the Customer or any third party against PayU and/or the Acquiring Institutions in respect of any Product(s)offered by the Merchant;

(d) any claim or proceeding brought by the Customer or any third party against PayU and/or the Acquiring Institutions in respect of PayU Offline Services;

(e) any act, deed, negligence, omission, misrepresentation, default, misconduct, non-performance or fraud by the Merchant, its employees, contractors, agents, Customers or any third party;

(f) any hacking or lapse in security at the Merchant Establishment or the Customer data;

(g) Chargebacks or refunds relating to the Transactions contemplated under this PayU Agreement;

(h) breach of law, rules regulations, legal requirements (including RBI regulations, Card Association Rules, Acquiring Institution rules) in force in India and/or in any place where the Merchant Establishment is located and/or where the Product(s) is or to be delivered and/or where the respective Issuing Institution is incorporated/registered/established; or

(i) any fines, penalties or interest imposed directly or indirectly on PayU on account of Merchant’s or Transactions conducted by the Merchant under the terms and conditions of this PayU Agreement.

16.2 In the event of any loss or damage is suffered by PayU, Acquiring Institutions or the Customers, PayU in addition to the above shall also be entitled to deduct the amount of the loss from the Reserve and the Settlement Amount payable to the Merchant and make payment to the person who has suffered the loss.

16.3 The indemnities under this Clause are in addition to and without prejudice to the indemnities given elsewhere in this PayU Agreement.

16.4 The indemnities provided herein shall survive the termination of this PayU Agreement.

17. LIMITATION OF LIABILITY

17.1 Notwithstanding anything stated under this PayU Agreement, 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 Fee earned by PayU under this PayU Agreement 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. In no event shall the Escrow Bank or the Acquiring Institution be liable to the Merchant in any way under this PayU Agreement.

18. TERM AND TERMINATION

18.1 This PayU Agreement shall come into force from date of acceptance by the Merchant of this PayU Agreement and shall remain in force until terminated by either Party in accordance with the provisions of this PayU Agreement.

18.2 This PayU Agreement may be terminated by either Party by giving 30 (thirty) days prior written notice to the other Party after the initial Lock-in Period of 36 months (“Lock-in Period”).

18.3 If Merchant terminates this PayU Agreement before expiry of Lock-in Period, Merchant shall pay the termination fee as communicated by PayU to Merchant.

18.4 Either Party may terminate this PayU Agreement forthwith in the event:

(a) the other Party commits a fraud;

(b) the Party discovers at any stage that the other Party is in violation of any applicable law or regulation;

(c) the other Party is adjudicated as bankrupt, or if a receiver or as a trustee is appointed for it or for a substantial portion of its assets, or if any assignment for the benefit of its creditors is made and such adjudication appointment or assignment is not set aside within 90 (ninety) Business Days;

(d) the other Party goes into liquidation either voluntarily or compulsorily;

(e) the other Party is prohibited by any regulatory or statutory restriction from continuing to provide services under this PayU Agreement.

18.5 Without altering any of the Lock In Period obligations and without discharge of the Lock-In Period obligations, PayU reserves the right to terminate this PayU Agreement forthwith on occurrence of any conditions mentioned in Clause 17.4 above, or if the Merchant fails to perform its obligations hereunder or is in breach of any terms and conditions of this PayU Agreement.

18.6 The termination under this Clause is in addition to and without prejudice to the termination rights given to the Parties under any other Clause in this PayU Agreement.

19. CONSEQUENCES OF TERMINATION

19.1 The termination of this PayU Agreement shall not affect the rights or liabilities of either Party incurred prior to such termination. In addition, any act performed during the term of this PayU Agreement which may result in a dispute post termination or any provision expressed to survive this PayU Agreement or to be effective on termination or the obligations set out in this Clause shall remain in full force and effect notwithstanding termination. Subject to other Clauses of this PayU Agreement, the Merchant undertake to settle all Outstanding Amounts within 30 (thirty) days of the termination taking effect.

19.2 Where any payments claimed by PayU exceeds the Settlement Amount due to the Merchant the difference thereof shall be a debt due from the Merchant to PayU and be forthwith recoverable by appropriate legal action, as deemed fit by PayU. Without prejudice to PayU’s rights and remedies, in the event that the Merchant does not make any payments to PayU by its due date or on demand as required under this PayU Agreement, PayU shall be entitled to charge daily compounded interest on such overdue amount from the due date until the date of Settlement Amount in full, at the rate of 2.5% per month. This section shall not preclude PayU from recourse to any other remedies available to it under any statute or otherwise, at law or in equity.

19.3 All materials, Soundbox (where applicable), documentation, instruction manuals, guidelines, letters and writings and other materials issued by PayU from time to time in respect of this PayU Agreement shall be returned by the Merchant to PayU upon termination.

19.4 The Merchant agrees and confirms that the Merchant shall remain solely liable after the termination of this PayU Agreement for all Chargebacks, refunds, penalties, loss, damages or cost incurred by PayU and/or Partner Institutions and/or Customers and for all claims and proceedings arising against PayU and/or Acquiring Institutions with respect to this PayU Agreement. At the time of termination, PayU may retain such amount from the Reserve (if any) and Settlement Amount payable to the Merchant (including Settlement Amounts withheld) as may be determined by PayU to cover Chargeback risk, refund risk or any potential loss, damages, penalties, cost that may be incurred by PayU, Acquiring Institutions, Card Associations and/or Customers for a period of 210 Business Days. Subject to this Clause and any other Clause of this PayU Agreement, all settlement to the Merchant after notice of termination shall be done post termination. In the event that such retained amount is not sufficient to cover all Outstanding Amounts of the Merchant post termination, the Merchant shall ensure that it pays PayU all pending amounts within 10 (ten) days of receiving the demand notice and shall at all times keep PayU indemnified in this respect. This Clause survives the termination of this PayU Agreement.

20. DEACTIVATION & RIGHT TO SET OFF:

20.1 The Merchant agrees that it shall use the QR Codes for Transaction on a frequent basis. If no Transaction is done within a span of 90 days or more, PayU reserves the right to terminate PayU Offline Services with an immediate effect. In such an event, PayU shall have the right to recover all the rentals, fees and charges which are overdue from the Merchant without providing any further notice to the Merchant. The Merchant provides PayU the right to adjust such dues without any further notice or reference to Merchant.

21. DISCLAIMER

21.1 THE MERCHANT ACKNOWLEDGES, CONFIRMS AND AGREES THAT THE PAYU OFFLINE SERVICES OFFERED IN TERMS OF THIS AGREEMENT ARE PROVIDED IN COLLABORATION WITH VARIOUS SERVICE PROVIDERS AND THE MERCHANT ACKNOWLEDGES AND AGREES TO AVAIL PAYU OFFLINE SERVICES ON AN “AS-IS”, “AS AVAILABLE” BASIS AND THAT PAYU DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON DELIVERY, RETURN, QUALITY AND NON-INFRINGEMENT OF THE SERVICES PROVIDED BY SUCH SERVICE PROVIDER.

21.2 PayU will make all reasonable efforts to provide uninterrupted service subject to down time and regular maintenance. However, notwithstanding anything in this PayU Agreement, the Merchant acknowledges that PayU Offline Services ,the Acquiring Institution’s Services, and services provided by the Service Provider may not be uninterrupted or error free and PayU,the Acquiring Institutions and Service Provider disclaim all warranties, express or implied, written or oral, including but not limited to warranties of merchantability and fitness of the services for a particular purpose. The Merchant also acknowledges that the arrangement between one or more Acquiring Institutions/Card Associations/Issuing Banks/third party Service Providers and PayU may terminate at any time and services of such Acquiring Institutions/Card Associations/Issuing Banks/third party Service Providers may be withdrawn. Although PayU adopts security measures it considers appropriate for the offer of the PayU Offline Services, it does not assure or guarantee that no person will overcome or subvert the security measures and gain unauthorized access to the PayU Offline Services or the Merchant/Customer data. PayU shall not be responsible or liable if any unauthorized person hacks into or gains access to the PayU Offline Services or to the Merchant’s PayU account. In event of incorrect settlement in the Merchant’s account due to error on the part of PayU or the Bank, PayU shall have the right to reverse the extra funds from the Merchant Bank Account. In addition, the Merchant shall be fully liable to return the extra funds settled within 7 (seven) days of intimation by PayU. Subject to the other clauses of this PayU Agreement, in the event that the Settlement Amounts to be transferred to the Merchant have not been transferred, PayU shall endeavor to settle the relevant Settlement Amount to the Merchant’s account within 7 (seven) days of notification from the Merchant. In addition PayU shall not be liable to the Merchant for any loss or damage whatsoever or howsoever caused or arising, directly or indirectly, including without limitation, as a result of loss of data; interruption or stoppage of PayU Offline Services and/or the Payment Mechanism, hacking or unauthorized access to the QR Code, PayU Offline Services, etc. Any material/information downloaded or otherwise obtained through the use of the PayU Offline Services is done at the Merchant’s own discretion and risk and the Merchant will be solely responsible for any damage to its computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by the Merchant from PayU or through or from the use of PayU Offline Services shall create any warranty. PayU shall have no liability in this respect.

21.3 PayU’s sole obligation and the Merchant’s sole and exclusive remedy in the event of interruption in PayU Offline Services, the Acquiring Institutions Services, Service Provider services and the Payment Mechanism, shall be to use all reasonable endeavors to restore the services and/or access to the Payment Mechanism as soon as reasonably possible.

21.4 PayU or Acquiring Institution or Service Provider obligations under this PayU Agreement are subject to following limitations:

(a) messages that originate from the cardholder are deemed to be authorized by the cardholder and PayU shall not be required to check its veracity and PayU shall not be liable for processing such messages;

(b) PayU or the Acquiring Institution or the Service Provider are not responsible for the security of data residing on the server of the Merchant or a third party designated by the Merchant (e.g., a host) or on the server of a cardholder or a third party designated by a Merchant/cardholder (e.g., a host); and

(c) PayU or the Acquiring Institutions or the Service Provider shall have no liability for any failure or delay in performing its obligations under this facility if such failure or delay: (i) is caused by the Merchant’s acts or omissions; (ii) results from actions taken by PayU or the Acquiring Institutions in a reasonable good faith to avoid violating a law, rule or regulation of any Governmental Authority or to prevent fraud on cardholders/accounts; or (iii) is caused by circumstances beyond PayU control, including but not limited to vandalism, hacking, theft, phone service disruptions, Internet disruptions, loss of data, extreme or severe weather conditions or any other causes in the nature of Force Majeure event.

22. ANTI-BRIBERY AND ANTI-CORRUPTION, ANTI-MONEY LAUNDERING AND EXPORT CONTROLS

22.1 The Merchant irrevocably and unconditionally agrees that it and its group companies are committed to operating their businesses conforming to the highest moral and ethical standards. The Merchant has a stringent code of conduct and confirms that it is committed to acting professionally, fairly and with integrity in all its business transactions and relationships wherever the Merchant operates. The Merchant irrevocably and unconditionally undertakes to comply and implement in its processes all legal requirements relevant to counter ‘bribery and corruption’, ‘money laundering’ and ‘restricted export-import transactions’ applicable in the conduct of its business, the minimum requirements adopted by the US/OFAC, UK, UN and the EU in regards to anti-bribery and anti-corruption, anti-money laundering/ combating the financing of terrorism and other applicable export control laws and regulations including but not limited to any restrictions on the export or import dealings with the ‘Sanctioned Persons’ (“Anti-Financial Crimes Laws”).

22.2 This Anti-Financial Crimes Laws Confirmation constitutes a minimum standard. The Merchant undertakes to be compliant and shall continue to abide to the relevant Anti-Financial Crimes Laws and confirms that it: (i) will comply with all Applicable Laws, regulations and sanctions relating to anti-bribery, anti-corruption, anti-money laundering and export controls including but not limited to the minimum requirements of the Anti-Financial Crimes Laws; (ii) is prohibited from dealing with any acts which may be deemed as money laundering under any Applicable Law, regulations or restrictions; (iii) will prohibit the entering into agreements with any person who has been identified in the sanctions list maintained by different state authorities or organisations; (iv) has implemented an internal compliance programme, to ensure compliance with and detect violations of all applicable Anti-Financial Crimes Laws; and (v) in the event the Merchant does not honour these commitments, the Merchant agrees that this will be considered as a material breach of the MSA and PayU shall be entitled to immediately terminate the MSA.

23. GENERAL PROVISIONS

 23.1 Assignments:

(a) The Merchant is not entitled to and shall not assign or transfer any of the rights under this PayU Agreement to any person.

(b) PayU may assign, transfer or novate, in whole or in part, the benefits or obligations of this PayU Agreement to any party (including a third party) by providing an intimation 30 (thirty) days prior to such assignment, transfer or novation to the Merchant, which shall be binding on the Parties to this PayU Agreement. 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 this PayU Agreement 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 Effective Date of this PayU Agreement.

(c) In the event of any such assignment, transfer or novation by PayU, the Merchant shall accept the provision of PayU Offline Services by the relevant assignee, transferee or novate (as the case may be) and shall continue to perform its obligations under the Merchant to such assignee.

(d) The provisions of this PayU Agreement 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’s assets to a new company or an existing company and notwithstanding the sale of all or any part of PayU’s 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 this PayU Agreement 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’s undertaking and assets in like manner as if such amalgamated company or PayU as reconstructed or such company were named herein instead of PayU.

(e) 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 clauses above.

23.2 Force Majeure: PayU shall not be liable for its failure to perform under this PayU Agreement as a result of any event of force majeure events like acts of god, fire, wars, epidemic, pandemic, sabotage, civil unrest, labour unrest, action of Statutory Authorities or local or Central Governments, change in laws, rules and regulations, affecting the performance of PayU or the Acquiring Institutions.

23.3 Governing Law, Settlement of Disputes and Jurisdiction: This PayU Agreement (and any dispute or claim relating to it, its enforceability or its termination) is to be governed by and construed in accordance with the laws of India. Each of the Parties agrees that, if any dispute(s) or difference(s) shall arise between the Parties in connection with or arising out of this PayU Agreement, the Parties shall attempt, for a period of 30 (thirty) days from the receipt of a notice from the other Party of the existence of a dispute(s), to settle such dispute(s) by mutual discussions between the Parties. If the said dispute(s) cannot be settled by mutual discussions within the thirty-day period provided above, either Party may refer the matter to a sole arbitrator to be mutually appointed in accordance with the Arbitration and Conciliation Act, 1996. The arbitration proceedings shall be held under the provisions of the Arbitration and Conciliation Act, 1996. The arbitration proceedings shall be held in English language at New Delhi. The courts at New Delhi shall have the exclusive jurisdiction over any disputes relating to the subject matter of this PayU Agreement.

23.4 Waiver: Unless otherwise expressly stated in this PayU Agreement, the failure to exercise or delay in exercising a right or remedy under this PayU Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy under this PayU Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.

23.5 Survival of Provisions: The terms and provisions of this PayU Agreement that by their nature and content are intended to survive the performance hereof by any or all Parties hereto shall so survive the completion and termination of this PayU Agreement.

23.6 Severability: If any provision of this PayU Agreement is or becomes, in whole or in part, invalid or unenforceable but would be valid or enforceable if some part of that provision was deleted, that provision shall apply with such deletions as may be necessary to make it valid. If any Court/Tribunal of competent jurisdiction holds any of the provisions of this PayU Agreement unlawful or otherwise ineffective, the remainder of this PayU Agreement shall remain in full force and the unlawful or otherwise ineffective provision shall be substituted by a new provision reflecting the intent of the provision so substituted.

23.7 Non-Exclusivity: It is agreed and clarified that this PayU Agreement is on a non-exclusive basis and the Parties are at liberty to enter into similar PayU Agreements with others.

23.8 Entire Agreement: This PayU Agreement constitutes the entire PayU Agreement and understanding between the Parties, and supersedes any previous agreement or understanding or promise between the Parties, relating to the subject matter of this PayU Agreement. All Schedules and Annexure to this PayU Agreement shall be an integral part of this PayU Agreement and will be in full force and effect as though they were expressly set out in the body of this PayU Agreement.

23.9 Notices: All notices, requests, demands, waivers and other communications required or permitted to be given under the PayU Agreement shall be in writing through certified or registered mail, courier, email, facsimile or telegram to be sent to the following addresses:

For PayU:
Attn: Legal Department (PayU India)
PayU Payments Private Limited
9^th Floor, Bestech Business Tower,

Sector 48, Sohna Road, Gurgaon,

Haryana, Pin – 122002

For Merchant

To the name and address provided for at the time of registration.

Or, in each case, at such other address as may be specified in writing to the other Parties in accordance with the requirements of this Clause. All such notices, requests, demands, waivers and other communications shall be deemed duly given (i) if by personal delivery, on the day after such delivery, (ii) if by certified or registered mail, on the10^th (tenth) day after the mailing thereof, (iii) if by courier service or similar service, on the day delivered, or (iv) if by email, facsimile or telegram, on the day following the day on which such email, facsimile or telegram was sent, provided that a copy is also sent by registered mail and, in the case of a facsimile, electronic confirmation of receipt is received.

23.10 Amendment:. PayU has the right to amend, add, remove or modify, from time to time, any term of this PayU Agreement or any of the schedules (including the Service Addendums and additional terms and conditions) and may communicate any additional terms and conditions relating to a Payment Mechanism by sending an intimation to the Merchant by itself or through its Service Provider. The Merchant irrevocably and unconditionally agrees to comply with such revised PayU Agreement and additional terms and conditions.

23.11 The Parties agree that the PayU Agreement may be entered into and executed by way of any of the following: (a) execution of physical copies; (b) clicking the ‘confirm and continue’ button; (c) electronic signature; (d) Aadhaar signature; (e) one-time-password verification; (f) exchange of email; or (g) any other mode of execution acceptable to PayU as communicated to the Merchant, from time to time. The Merchant expressly agrees and acknowledges that acceptance of this PayU Agreement through any of the modes set out above shall constitute valid, binding and enforceable acceptance of this PayU Agreement in accordance with the provisions of the Information Technology Act, 2000 and the rules made thereunder. Where the Merchant accepts this PayU Agreement by clicking a confirmation button, checkbox, or by OTP or other electronic authentication, no physical or electronic signature or counter-signature of PayU shall be required, and such acceptance shall be deemed to have been validly executed by the Merchant and binding upon the Parties. The Merchant hereby waives any right to challenge the validity, enforceability or admissibility of this Agreement on the grounds of (i) the mode of execution or acceptance, or (ii) the absence of a physical or electronic signature or counter-signature by PayU.

23.12 PayU does not and will not accept any liability in any case where it fails to notice a falsification, forgery or other defect in any electronic signature, authentication or legal capacity by the Merchant.

CHAPTER II

DEFINITIONS AND INTERPRETATION:

24. INTERPRETATION:

In this PayU Agreement:

24.1 Except where the context requires otherwise, references to clauses, schedules and annexures are to the clauses of, schedules to and annexures to the PayU Agreement.

24.2 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 artificial persons such as companies.

24.3 The word “person” includes any individual, company, corporation, firm, partnership, limited liability partnership, joint venture, association, organization, trust, state, agency of a state or governmental authority (in each case, whether or not having separate legal personality).

24.4 Any number of days specified in the PayU Agreement shall be reckoned inclusive of the first and the last day unless the last day does not fall on a Business Day, in which case the last day shall be the next succeeding day which is a Business Day.

24.5 Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

24.6 If any payment under the PayU Agreement falls due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day.

24.7 References to a law or regulation or a provision of law or regulation is a reference to that law, regulation or, as applicable, that provision as amended, consolidated, extended or re-enacted, and to any orders, regulations, instruments or other subordinate legislation made under the relevant statute.

24.8 Headings are inserted for convenience only and shall not affect the construction of the MSA.

24.9 Any reference to the PayU Agreement, or other document of any description shall be construed, at the particular time, as a reference to the PayU Agreement, or other document as the same may then have been amended, varied, supplemented, modified, suspended or novated.

25. DEFINITIONS

(a) “Acquiring Institutions” shall mean various banks, financial institutions, Card Associations, payment system providers who are integrated with NPCI and are authorized under the Payment and Settlement Systems Act, 2007 or otherwise to provide acquiring services.

(b) “Acquiring Institution Services” shall mean the payment gateway systems and services provided by the Acquiring Institutions such as to (i) route internet-based UPI transactions through the scanning of the QR Codes; (ii) provide Authentication and Authorization from NPCI, Card Associations or other third-party clearing houses; and (iii) provide settlement facilities in respect of payment instructions initiated by the customers.

(c) “Applicable Law(s)” shall mean any law, statute, ordinance, rule, regulation, directive, guideline, policy or other pronouncement, including judicial decisions, having the effect of law in India or elsewhere, order, decree, clearance, approval, requirement, or other governmental restriction or any similar form of decision, or determination by, or any interpretation or administration of any of the foregoing by, any statutory or Regulatory Authority whether in effect as of the date of this PayU Agreement or thereafter, and in each case as amended.

(d) “Annual Maintenance Charge” shall mean the charges set out in Part I of Schedule ‘A’ (Consideration).

(e) “Authentication” shall mean the process by which the Customer’s identification is authenticated from the respective/relevant Card Association(s) by the Acquiring Institutions.

(f) “Authorization” shall mean the process by which (i) the Issuing Institution and/or the relevant Card Association electronically or otherwise convey the approval of the charge (i.e. if the Customer has a Authorised Card and/or the required credit limit/ debit limit to pay the Customer Charge requested) on a Transaction being undertaken by a Customer at the Merchant Establishment; and/or (ii) PayU using the Acquiring Institutions Services and the Acquiring Institutions necessary integration with NPCI for authorization of the initiated payment Transaction and passing of necessary authorization parameters to the Acquiring Institutions to confirm the success or failure status of the initiated Transaction..

(g) “Authorised Card” means any unexpired credit card or debit card which is issued by an Issuing Institution designated to issue a Visa, MasterCard, Visa Electron, RuPay, Amex, Diners or any other Card Scheme or cash card, pre-paid card or other card as may be specified by PayU from time to time and which: (i) is not listed in current warning or restricted card bulletins or notices, and (ii) bears the signature of the person in whose name the card is issued.

(h) “Business Days” shall mean any day on which Acquiring Institutions are open for business in India, other than Saturday, Sunday and any days declared by PayU India and/or Acquiring Institution as a Holidays.

(i) “Card Association(s)” includes National Payment Corporation of India (“Rupay”), MasterCard International, Inc., (“MasterCard”), Visa U.S.A., Inc. (“Visa”), American Express (“Amex”), Diners Club and Discover and any other card organization offering credit, debit, pre-paid or any other card programs to Issuers.

(j) “Card Association Rules” shall mean the written rules, regulations, releases, guidelines, processes, interpretations and other requirements (whether contractual or otherwise) imposed or adopted by any Card Association.

(k) “Chargeback” shall mean the approved and settled Authorised Card and/or UPI Transactions which are at any time refused, debited or reversed from the Merchant Bank Account or from the Merchant’s Settlement Amount in the PayU’s Collection Account (shall also include any similar debits to PayU bank accounts, if any, on account of any such refusal, debit or reversal as aforesaid) by the Acquiring Institution for any reason whatsoever, together with the bank fees, penalties and other charges incidental thereto.

(l) “Chargeslip” shall mean the receipt, whether physical or electronic, produced by the Merchant on successful completion of Authorisation and Authentication of a Transaction, containing such details as may be specified by the Acquiring Institution from time to time;

(m) “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 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 this PayU Agreement or resulting therefrom. Provided that confidential information disclosed orally shall be deemed confidential only if it is identified as being confidential and 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.

(n) “Customer” shall mean an individual or legal entity, who/which purchases Product(s), offered by the Merchant at the Merchant Establishment using the QR Code or Authorised Card or any other acceptable modes of Payment Mechanism, provided by PayU from time to time.

(o) “Customer Bank Account” shall mean a bank account or credit/ prepaid/ cash card account of the Customer with the Issuing Institution.

(p) “Customer Charge” shall mean the sale price of the Product(s) purchased by the Customer plus the delivery charge (if any) and/or all other taxes, duties, costs, charges and expenses in respect of the Product(s)/payment that are to be paid by the Customer.

(q) “Escrow Banks” means the bank(s) with which PayU holds and maintains PayU’s Collection Account.

(r) “Governmental Authority” or “Regulatory Authority” shall mean the Government of India or government of any province or state or any other political subdivision thereof; any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to a Government, including any Government authority, agency, department, board, commission or instrumentality of India, any court, tribunal or arbitrator; and any self-regulatory organization;

(s) “GST” shall mean applicable Goods and Services Tax (including any statutory modifications(s) or re-enactment(s) thereof, for the time being in force, and the rules enacted thereunder).

(t) “Issuing Institution” shall mean a bank or financial institution or other legal entity with which the Customer has a valid bank account and/or which has issued the Authorised Card to the Customers.

(u) “List of Banned Items” means the list of banned and restricted products provided in Schedule B for which PayU Services cannot be used, and as may be updated from time to time. The Merchant understands that the list stated in Schedule – B is only for reference and may be updated from time to time on https://www.payu.in and the Merchant shall ensure compliance of the same.

(v) “Merchant Bank Account” shall mean the bank account maintained by Merchant which it nominates for settlement of its Settlement Amount and the details of which are provide in Part II of Schedule A (Consideration).

(w) “Merchant Data” shall mean data pertaining to the Transactions conducted at a Merchant Establishment as well as proprietary information of the Merchant including but not limited to his contact details, KYC documentation and all personal identifiable information and/or sensitive data or personal information as defined in sections 72A and 43A of Information Technology Act, 2008 and the rules notified thereunder.

(x) “Merchant Establishment” shall mean the premise(s) of the Merchant which is/are owned or leased and possessed by the Merchant and used by it to sell the Product(s) to the Customers offline.

(y) “NPCI” shall mean National Payments Corporation of India.

(z) “Outstanding Amount” shall mean any amounts payable by the Merchant to PayU including, without limitation , any amounts payable to PayU, Acquiring Institutions and/or Customers for any losses, costs, damages, penalties, Chargebacks, refunds, overdraft or credit problems suffered or incurred by the Customers, PayU and/or Acquiring Institutions, any fees, rental amounts or other amounts in relation to Soundbox (if any), and other payments owed to PayU by the Merchant, and any claims or proceedings filed against PayU and/or Acquiring Institutions by the Customers or any third Party.

(aa) “PA Guidelines” means the notification by the RBI dated 15 September 2025 and bearing reference number RBI/DPSS/2025-26/141 CO.DPSS.POLC.No.S-633/02-14-008/2025-26 titled Master Direction on Regulation of Payment Aggregator (PA), as amended and/or substituted from time to time.

(bb) “Partner Institution(s)” individually and collectively means and includes Acquiring Institutions, Card Schemes, Issuing Institutions and Escrow Banks

(cc) “Payment Apps” shall mean third party payment application provider through which the Customer makes the payment to the Merchant.

(dd) “Payment Mechanism” shall mean the mechanism which enables the making and processing of payments through the QR Codes and shall include such other modes and mechanisms of payment as may be notified by PayU from time to time in this regard.

(ee) “PayU Agreement”” shall mean this agreement, including the recitals, schedules, appendices, annexures and exhibits attached to it or incorporated in it by reference and/or any amendments, modifications, or supplements as mutually agreed and executed from time to time pursuant to this PayU Agreement.

(ff) “PayU’s Collection Account” means escrow/pooling account(s) held and maintained by PayU with any scheduled commercial bank for the purpose of pooling the monies collected from Customers on behalf of the Merchant using the Payment Mechanisms offered by PayU, and facilitating the transfer of these funds in final settlement to the Merchant (after deducting Service Fees and any Outstanding Amounts), in accordance with Applicable Laws.

(gg) “PayU Offline Services” shall mean the offline payment collection services offered by PayU, which enables the Merchant to collect the funds from its Customers in respect of purchase Transactions for Products at the Merchant Establishment: a) QR Code; b) using Authorised Card or any other offline payment mechanism authorized by PayU; and/or c) any other offline payment mode as may be specified by PayU from time to time.

(hh) “Privacy Policy” shall mean the privacy policy of PayU updated on the following link: https://payu.in/privacy-policy.

(ii) “Product(s)” shall mean goods and/or services offered for sale by the Merchant at the Merchant Establishment.

(jj) “Proof” means sufficient legitimate records evidencing Delivery of the Product to the Customer.

(kk) “QR Code” shall mean and include both static or dynamic Unified Payment Interface (UPI) quick response code, that encodes specific information to facilitate payment transactions so as to enable the Merchant’s Customers to make payment by scanning the QR code through Payment Apps installed on the Customer’s mobile phone, which are provided to Merchant(s) on such electronic devices/point of sale/electronic data capture machines as mutually agreed between PayU and BFL and deployed at Merchant Establishment by BFL under the captioned arrangement. PayU has agreed to extend necessary technical integrations, including API integrations to BFL to enable Merchants to use such approved sale/electronic data capture machines deployed by BFL to generate static or dynamic QRs for the Customers to use such QRs at Merchant Establishment to make and complete payment transaction in favor of the Merchant.

(ll) “RBI” shall mean the Reserve Bank of India.

(mm) “Reserve” shall mean the interest free, refundable funds provided or replenished by the Merchant to PayU from time to time and shall include any reserves created by PayU by withholding any funds from the Settlement Amount(s).

(nn) “Service Fee” shall Transaction Processing Fee, Technology Service Fee, Setup Fee, AMC or such other fee charged by PayU for providing PayU Offline Services as more specifically mentioned at Schedule –A hereto, which is charged/levied by PayU on each and every Transaction processed using PayU Offline Services in terms of this PayU Agreement, as revised by PayU from time to time.

(oo) “Service Provider” shall mean all such third party service provider/agents, including without limitation, BFL (the Soundbox provider, as may be applicable), the switch partner, Acquiring Institutions, Card Association(s), Escrow Bank and/or any other service provider/agent partnered by PayU to provide the PayU Offline Services in terms of this PayU Agreement.

(pp) “Settlement Amount” shall mean:

i) Where the Merchant has agreed to bear the Service Fee– Settlement Amount shall mean Customer Charge minus the Service Fees and any other charges/fees/ Outstanding Amounts, payable by PayU to the Merchant under the PayU Agreement.

ii) Where the Merchant will not bear the Service Fee under the terms of the Subvention Scheme – Settlement Amount shall mean the aggregate Customer Charge minus any other charges/ Outstanding Amounts payable by the Merchant under the PayU Agreement

(qq) “Settlement Period” means the time period within which PayU agrees to settle the Settlement Amounts to the Merchant as per the PA Guidelines, after receipt of remittance of the same from the Partner Institutions in PayU’s Collection Account and subject to Merchant providing Proof in relation to the Transaction to PayU upon such demand being made by PayU.

(rr) “Soundbox” shall mean a merchant-facing, audio-enabled payment notification device that announces receipt of a payment transaction in real time upon successful completion and shall include all components, accessories and peripherals required to operate the same. The Soundbox operates over the payment acceptance infrastructure and is linked to the Merchant’s Account or QR Code, providing audible confirmation of transaction details such as amount and status, without storing or processing sensitive payment data.

(ss) Transaction” shall mean the successful processing of payment towards a transaction of purchase of any Products by the Customer by making payment of Customer Charge through the Payment Mechanism/QR Code at the Merchant Establishment.

SCHEDULE A

The Merchant shall pay to PayU the following fees and charges in accordance with the payment terms set out in the terms and conditions as contained in the PayU Agreement and the relevant Service Addendums (if any), as amended, supplemented and updated from time to time.

A. Set Up Fee (Exclusive of applicable taxes)	[●]
B. Annual Maintenance Charges (AMC)*	[●]
C. Security Deposit	[●]
List of Payment Mechanisms*	Activation Fee (Exclusive of applicable taxes)	Maintenance charges (Exclusive of applicable taxes) (Monthly/Quarterly/Yearly)	Transaction Processing Fee (Exclusive of applicable taxes) (per transaction basis)
UPI	NA	NA	NIL
UPI QR	NA	NA	NIL
BHIM UPI QR	NA	NA	NIL
Rupay CC on UPI*	NA	NA	2.20%
Priority Settlement (on a per Qualified Transaction and per Calendar Day basis)#	NA	NA	0.05%

Optional Technology Services Suite for UPI

On the request of the Merchant, PayU may enable the Merchant to opt for the Optional Technology Services Suite for UPI, where a blended Technology Service Fee may be opted for by the Merchant for the Optional Technology Services Suite for UPI comprising of VPA Validation, Number Mapper, QR on Desktop, Specific Intent Request with Fallback, Dynamic Routing and Auto Retry for Time-out or failed UPI Transactions. The Merchant confirms that it has opted for the Optional Technology Services Suite on the terms and conditions as appearing below:

Optional Technology Services Suite for UPI
Particulars	Technology Service Setup Fee (exclusive of applicable taxes)	Technology Service Maintenance Charges (Monthly/Yearly) (exclusive of applicable taxes)	Technology Service Fee or TSF (Exclusive of applicable taxes) (per transaction)
Optional Technology Services Suite for UPI	NA	NA	0.03%
Components of the Optional Technology Services Suite for UPI
1. VPA Validation: Technology enabled APIs offered to Merchants to validate the VPA provided by the Customers at the time of a UPI collect request, thereby enabling the Merchant to confirm the existence and correctness of such VPA.
2. Number Mapper: Technology enabled APIs offered to the Merchants for offering additional facilities to Customers so that the Customers can use their mobile number (linked with their VPAs) to make payment instead of providing the VPA.
3. QR on Desktop: Technology enabled APIs offered to the Merchants (having UPI intent integration) to provide a dynamic QR to the Customers with transaction specific details, which can be scanned by the Customers for completing payment transactions.
4. Specific Intent Request with Fallback: Technology enabled APIs offered to the Merchants (having UPI Intent based integrations) for offering additional facilities to the Customers so that Customers can select any of the existing TPAP/TRAP/TSP applications available on their mobile devices to complete the payment transaction, in addition to enabling a fallback option to complete the payment in case of any network drop or for a time-out transaction thereby resulting in enhanced/ optimized success rates for the Merchant.
5. Dynamic Routing: Technology enabled services offered to the Merchant enabling it to route UPI transactions to the best available acquiring arrangements to enable enhanced/ optimized success rates, thereby enhancing Customer experience.
6. Auto Retry for Time-out or failed UPI Transactions: Technology enabled APIs offering custom solutions for enabling auto retry options for Customers in order to complete the payment transaction for timed-out or failed transactions triggered due to network issues, thereby resulting in enhanced payment experience for Customers and enhanced/optimized success rates for the Merchant.

Explanation:

• The Merchant confirms that any Technology Service Fee/TSF charged for: VPA Validation, Number Mapper, QR on Desktop, Specific Intent Request with Fallback, Dynamic Routing and/or Auto Retry for Time-out or failed UPI Transactions in a blended manner, at the option of the Merchant, as the Optional Technology Services Suite for UPI, are reflecting of the Technology Service Fee payable with regard to these Optional Technology Services Suite for UPI and Transaction Processing Fee on UPI, UPI QR Code and BHIM UPI QR Code is and will continue to be NIL.
• The Merchant confirms that the Technology Service Fee/TSF shall be applicable only on such payment Transactions where the Customer has opted for making payment using UPI and where any one or more of the aforesaid Optional Technology Services for UPI are used/utilized to complete the payment Transaction.
• The Merchant confirms that the components of the Optional Technology Services Suite for UPI are only indicative and that PayU may include various other components from time to time and that the existing components are also subject to change or modification or withdrawal. The Merchant shall keep itself updated about the updated offerings as made available by PayU in relation to the Optional Technology Services Suite for UPI as may be made available by PayU on the Merchant dashboard from time to time. The Merchant further confirms that any one or more of the components of the Optional Technology Services Suite for UPI can be disabled by PayU or any additional components introduced at an enhanced Technology Service Fee/TSF at any time by providing a prior intimation to the Merchant.
• The Merchant confirms that each component of the Optional Technology Services Suite for UPI is dependent upon specific technology integration requirements between the Merchant and PayU and activation/offering of each component may require additional integration requirements. Accordingly, it is possible that some components of the Optional Technology Services Suite for UPI may not be available for activation for the Merchant and this will not dilute or diminish the liability of the Merchant to pay the Technology Service Fee/TSF that is otherwise applicable for enablement and utilization of any one or more of the Optional Technology Services Suite for UPI.

Explanation:

• Any waiver of maintenance charges, if given by PayU, shall be only for the first year commencing from the Effective Date. PayU shall have the right to deduct set-up fee and maintenance charges from the Settlement Amount payable to the Merchant.
• PayU does not levy any Service Fee on UPI QR Code and BHIM UPI QR Code.
• All charges and fees payable by You are exclusive of all applicable taxes, including without limitation, GST.
• PayU may in future activate new or additional Payment Mechanisms for You by providing an intimation, at such Service Fee as may be advised by PayU together with any additional terms and conditions that may be applicable to the use of such Payment Mechanisms.
• The Service Fee will be subject to revision by PayU from time to time. Such revisions will be notified by PayU to the Merchant by way of a prior intimation.
• In case You decide to opt out of any of the Payment Mechanisms, You can do so by requesting the same by sending a request through email to PayU via your registered Email ID on care@payu.in or through the merchant

*Terms and Conditions for Rupay CC on UPI

The payment mechanism of Rupay CC on UPI is subject to additional terms and conditions as available at https://payu.in/payment-instruments-terms-and-conditions/ (“Rupay CC on UPI Terms and Conditions”) and shall form an integral part of this PayU Agreement. For the purposes of Rupay CC on UPI, “Merchant Site” shall mean and refer to Merchant Establishment as defined under this PayU Agreement. All capitalised terms used but not defined with respect to the Rupay CC on UPI have respective meanings assigned to such terms in the Rupay CC on UPI Terms and Conditions.

^#Terms and Conditions for Priority Settlement Options

• If the Merchant opts for Priority Settlement Options, the Merchant agrees to accept and abide by the Priority Settlement Terms and Conditions available on the following link and as may be amended or update from time to time: https://securepayments.payu.in/priority-settlement-tnc (“Priority Settlement Terms and Conditions”), which shall be deemed to be incorporated in this PayU Agreement by reference.
• For the purposes of this Priority Settlement Options, “Merchant Site” shall mean and refer to Merchant Establishment as defined under this PayU Agreement. All capitalised terms used but not defined with respect to the Priority Settlement Options have respective meanings assigned to such terms in the Priority Settlement Terms and Conditions.
• The settlement cycle/timelines in relation to Transactions processed using PayU Services, as mentioned in this PayU Agreement, shall stand modified, depending on the Priority Settlement Option(s) opted for by the Merchant.
• The Priority Settlement Service Fee shall be charged on each of the Qualified Transactions in accordance with the terms of this PayU Agreement and the Priority Settlement Terms and Conditions.

SCHEDULE B

BANNED LIST OF PRODUCTS

1. Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services;
2. Body parts which includes organs or other body parts;
3. Bulk marketing tools which includes email lists, software, or other products enabling unsolicited email messages (spam);
4. Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free;
5. Child pornography which includes pornographic materials involving minors;
6. Copyright unlocking devices which includes Mod chips or other devices designed to circumvent copyright protection;
7. Copyrighted media which includes unauthorized copies of books, music, movies, and other licensed or protected materials; Copyright infringing merchandise;
8. Copyrighted software which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software
9. Products labeled as “tester,” “not for retail sale,” or “not intended for resale”;
10. Counterfeit and unauthorized goods which includes replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorized goods;
11. Products that have been altered to change the product’s performance, safety specifications, or indications of use;
12. Drugs and drug paraphernalia which includes hallucinogenic substances, illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms;
13. Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items;
14. Endangered species which includes plants, animals or other organisms (including product derivatives) in danger of extinction;
15. Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles;
16. Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, websites, or other protected property;
17. Illegal goods which includes materials, products, or information promoting illegal goods or enabling illegal acts;
18. Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health fixes;
19. Offensive goods which includes literature, products or other materials that: a) Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors b) Encourage or incite violent acts c) Promote intolerance or hatred;
20. Offensive goods, crime which includes crime scene photos or items, such as personal belongings, associated with criminals;
21. Pyrotechnic devices (apart from the ones mentioned in the Restricted category), hazardous materials and radioactive materials and substances;
22. E-cigarettes
23. Traffic devices which includes radar detectors/jammers, license plate covers, traffic signal changers, and related products;
24. Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments;
25. Matrix sites or sites using matrix scheme approach/Ponzi/Pyramid schemes;
26. Work-at-home information;
27. Any product or service which is not in compliance with all applicable laws and regulations whether federal, state, local or international including the laws of India;
28. Merchant who deal in BPO services;
29. Merchant who deal in surgical products on B2C model;
30. Merchant who deal in immigration services (only consultancy is doable);
31. Merchant who deal in loose diamonds;
32. Merchant who deal in guaranteed employment services;
33. Religious products which are making false claims or hurting someone’s religious feelings;
34. Merchant who deal in adoption agencies;
35. Merchant who deal in pawnshop;
36. Merchant who deal in esoteric pages, psychic consultations;
37. Merchant who deal in telemarketing (Calling list, selling by phone for example travel service, overall sales);
38. Merchant who deal in credit Counselling/Credit Repair Services;
39. Merchant who deal in get rich businesses;
40. Merchant who deal in bankruptcy services;
41. Merchant who deal in websites depicting violence and extreme sexual violence;
42. Bestiality

PART B

These Soundbox T&Cs as mentioned in Part B below shall be applicable where the Merchant opts for utilizing the Soundbox Services from PayU.

GENERAL TERMS AND CONDITIONS FOR USE OF THE SOUNDBOX

The Merchant and PayU Payments Private Limited (“PayU”) have previously entered into certain terms and conditions for availing PayU’s offline payment aggregation services (“PayU Agreement”). In furtherance of the said PayU Agreement, the Merchant has requested PayU to provide additional services in the nature of soundbox devices (“Soundbox Services”) to enable audio transaction confirmations at the Merchant’s Establishment.

These terms and conditions applicable to the use of the Soundbox (“Soundbox T&Cs”) are entered into between PayU and the Merchant and governs the Merchant’s use of Soundbox. These Soundbox T&Cs shall be read together with, and form an integral part of, the PayU Agreement. In the event of any inconsistency, these Soundbox T&Cs shall prevail solely with respect to the Soundbox Services.

PayU has the right to amend, add, remove or modify, from time to time, any of the Soundbox T&Cs, and the Merchant irrevocably and unconditionally agrees to comply with such revised Soundbox T&Cs. The Merchant shall be responsible for regularly reviewing the Soundbox T&Cs (including the relevant Service Addendums (if any)), including amendments thereto, and by continuing the use of the Soundbox, as the case may be, the Merchant shall be deemed to have accepted the amended Soundbox T&Cs (including the relevant Service Addendums (if any)).

PayU is offering its services to the Merchant to enable the Merchant to use the Soundbox. By clicking the acceptance button, the Merchant acknowledges that it has reviewed and accepts all of the terms and conditions of these terms and conditions and that you are duly authorized to act on behalf of Merchant and bind it to these terms and conditions. You must click the acceptance button before You can use the Soundbox.

TERMS AND CONDITIONS APPLICABLE IN RELATION TO THE USE OF SOUNDBOX

1. SOUNDBOX AND ITS OPERATIONS

 1.1 If Soundbox provided on Limited License to Use on rental basis (“Rental Basis”)

 (a) The Merchant expressly acknowledges and confirms that: (a) the Soundbox equipment are owned by Bajaj Finance Limited (“BFL”); (b) BFL has leased the Soundbox to PayU; and (c) PayU, in turn, shall sub-lease the Soundbox to the Merchant under the applicable provisions of these Soundbox T&Cs.

(b) The Merchant agrees to procure Soundbox from PayU on limited license to use on rental basis for which the Merchant hereby unconditionally and irrevocably agrees to pay a monthly rent to PayU for the Soundbox Lock-In Period as more specifically mentioned at Schedule – A hereto (“Monthly Rent”). The Merchant hereby undertakes that the Merchant will necessarily pay the agreed Monthly Rent without any delay, demur or protest for the entire Soundbox Lock In Period and shall continue to pay the agreed Monthly Rent for any use of the Soundbox beyond the Soundbox Lock-In Period on such terms and conditions as may be communicated to the Merchant.

(c) PayU hereby grants to Merchant and Merchant hereby takes, a limited, non-exclusive, revocable, non-transferable license to use the Soundbox.

(d) The Merchant hereby acknowledges, confirms and agrees that PayU shall have the right to charge a refundable security deposit for each of the Soundbox at such rate as PayU may deem fit and as communicated to the Merchant in Schedule – A hereto and as may be communicated from time to time during the Term of this PayU Agreement (“Security Deposit”).

(e) The Merchant hereby confirms, agrees and undertakes to make necessary payments in relation to various other consumables provided/arranged by PayU or through its authorised Service Provider to the Merchant in relation to Soundbox, including without limitation, chargers (“Consumables”) as may be ordered and consumed by the Merchant at such rate/charges as more specifically mentioned in Schedule – A and/or as may be communicated by PayU from time to time to the Merchant.

(f) The Merchant hereby acknowledges, confirms and agrees that in an event Merchant intends to obtain the Soundbox in-bulk (more than 10 devices) (“In Bulk”) on a limited right to use basis on rent basis, PayU may reserve the right to demand for necessary bank guarantee or reserve (“Reserve”) in advance to PayU to enable PayU to procure and provide such Soundbox in-bulk to the Merchant.

(g) The Merchant hereby acknowledges, confirms and agrees that in an event of any Outstanding Amount of the Merchant in relation to Monthly Rent and/or the Security Deposit and/or Consumables of any nature, PayU shall have the right to deduct the Monthly Rent and/or the Security Deposit and/or Consumables from the Settlement Amount of the Merchant before carrying out any settlements in favour of the Merchant.

(h) The Merchant hereby acknowledges, confirms and undertakes to return the Soundbox in such working condition as was installed at the Merchant Establishment by PayU or its authorised Service Provider and hereby agrees and undertakes that in an event of misplacement and/or damage of the Soundbox of any nature (“Damaged Devices”), PayU shall have the right to deduct cost of such Damaged Devices from the security deposit and/or the Settlement Amount to recover cost of such Damaged Devices.

(i) PayU shall arrange to install or provide and the Merchant expressly agree and consents for installation at the Merchant Establishment, Soundbox and such related accessories, equipment and software as PayU thinks fit. The Merchant shall acknowledge the receipt of such Soundbox in a form and manner acceptable to PayU and/or its Service Provider and each such acknowledgement shall be deemed to be a part of this PayU Agreement and shall be construed to form a part of this PayU Agreement.

(j) In the event of any loss or damage to Soundbox due to any use, misuse and/ or negligence on the part of the Merchant /its employees/agents, PayU shall have the right to deduct the cost of repairs from the Settlement Amount and/or any other account maintained by the Merchant with PayU, without any prior notice to or consent of the Merchant. PayU reserves the right to determine the quantum of loss /damage at its sole discretion and the same shall be binding to the Merchant.

 2. OBLIGATIONS OF THE MERCHANT

2.1 With respect to Soundbox, the Merchant hereby agrees assures, undertakes and covenants as under to:

(a) ensure that the Soundbox is kept in safe custody, maintained in good condition and is used only in the manner and for the purposes as provided in provisions of this PayU Agreement;

(b) pay PayU all expenses that may be incurred by the PayU or any third-party Service Provider for the repairs, maintenance and/or replacement of the damaged Soundbox as a result of the improper handling by the Merchant;

(c) bear the costs, charges and expenses for electrical power or telephone lines or wirelesses communication in connection with the Soundbox;

(d) report promptly to PayU or to any third-party Service Provider specified by PayU any damage, loss, malfunction, fault or suspected fault in the operation of the Soundbox;

(e) provide all reasonable assistance to PayU for the prevention and detection of fraud in respect of usage of the Soundbox;

(f) allow the PayU’s authorized representatives/Service Provider, authorized contractors or designated authorized agents access to the Soundbox at all reasonable times;

(g) The Merchant shall not:

1. sell, assign, transfer, lease or otherwise cause or allow or attempt to cause or allow, any dealings with the Soundbox or create any encumbrance on the Soundbox.
2. remove, conceal or alter any markings, tags or plates attached to the Soundbox and / or part of the Soundbox, which indicate PayU’s ownership of the Soundbox.
3. alter, modify or otherwise tamper with the programme in the Soundbox.
4. cause or allow the PayU’s right to access, repossession or disposition of Soundbox pursuant to the terms and conditions of this PayU Agreement or otherwise to be encumbered in any way jeopardized by any act of Merchants or agents or employees or by any other factor within its control.
5. remove the Soundbox from the place where they are originally deployed by PayU except with the prior written consent from PayU;
6. reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or trade secrets for the
7. permit a third party to use the Soundbox for any purpose without the prior written consent of PayU.
8. permit any third party to perform the maintenance services on the Soundbox or to effect modifications, enhancement or engineering changes to the Soundbox without the prior written consent of PayU and/or its authorized Service Provider.

3. INDEMNITIES

The Merchant hereby indemnifies and undertakes and agreed to indemnify, defend and hold PayU including its officers, directors and agents harmless from and against any claims arising from the Merchant misuse of the Soundbox and/or from Merchant failure to comply with Applicable Laws and/or the terms of mentioned in this PayU Agreement.

4. DEFINITIONS

(a) “Soundbox” shall mean a merchant-facing, audio-enabled payment notification device that announces receipt of a payment transaction in real time upon successful completion and shall include all components, accessories and peripherals required to operate the same. The Soundbox operates over the payment acceptance infrastructure and is linked to the merchant’s account or QR Code, providing audible confirmation of transaction details such as amount and status, without storing or processing sensitive payment data.

(b) “Soundbox Lock In Period” shall mean a period of 36 months from the Effective Date (Applicable in case Merchant is availing Soundbox on rental basis).

5. OTHER TERMS

 (a) The provisions of these Soundbox T&Cs are supplemental to the PayU Agreement and shall be read in conjunction with the said PayU Agreement and shall form an integral part of the PayU Agreement and shall become effective from the date of execution of these Soundbox T&Cs and shall remain in effect until the (i) earlier termination of the PA Agreement in accordance with the provisions of the PA Agreement; or (ii) earlier termination of only these Soundbox T&Cs in accordance with the provisions of the PA Agreement.

(b) All rights and obligations agreed between the Parties in terms of the PA Agreement shall be applicable to these Soundbox T&Cs in relation, unless the contrary is stated herein.

(c) The Parties hereby acknowledge and agree that all the terms and conditions mentioned in the PA Agreement are herein after incorporated by way of reference.

(d) The PA Agreement is supplemented and amended/modified only to the extent specifically set forth herein in these Soundbox T&Cs and all other terms and conditions of the PA Agreement shall remain in full force and effect.

(e) Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the PA Agreement.

SCHEDULE A

The Merchant shall pay to PayU the following fees and charges in accordance with the payment terms set out in the terms and conditions as contained in the PayU Agreement and the relevant Service Addendums (if any), as amended, supplemented and updated from time to time.

A. Set Up Fee (Exclusive of applicable taxes)	[●]
C. Security Deposit	[●]

Soundbox (On limited right to use on rental basis):

Sr No	Charge Type*	Parameter	Charge/Fee (Applicable on per month basis) (Exclusive of Applicable Taxes)	Remarks
1	SOC	CableMissing	50
2	SOC	Damaged	1500	0 to 181 days from the deployment
3	SOC	Damaged	650	181 days to 365 days of deployment
4	SOC	Damaged	325	365+ days from the deployment
5	SOC	Defective	0
6	SOC	LOST	1500
7	SOC	Others	199
8	SOC	PartMissing	549	0 to 365 days from the deployment
9	SOC	PartMissing	325	365+ days from the deployment
10	SOC	SB_DENIED	1500
11	SOC	StandMissing	250
12	VAS	On demand	–	As per defined charges
13	VAS	SMS Services	–	As per defined charges
14	SB Charges	Rental Fee	As per plan configured	30 days cycle
15	TRC	Device Recovery	As per outstanding	4 cycle in a month, currently 2 cycle
16	TRC	Rental outstanding recovery	As per outstanding	4 cycle in a month, currently 2 cycle
17	TRC	SOC outstanding recovery	As per outstanding	4 cycle in a month, currently 2 cycle

Sr No	Consumable	Charge/Fee (Applicable on per month basis) (Exclusive of Applicable Taxes)
1.
2.

Explanation:

• Charge Type: SOC: Schedule of charges; VAS: Value added services; SB: Sound box charges; TRC: Terminal recovery charges (device lost)