These Deferred Payment Solutions T&Cs, as amended, modified, updated or restated from time to time govern the availment by the Merchant of any Deferred Payment Solutions made available by PayU. These Deferred Payment Solutions T&Cs may be amended, modified, updated or restated from time to time by PayU and the same shall be applicable on the Merchant immediately upon such amendment, modification, updation or restatement. The Merchant shall be responsible to periodically refer to these Deferred Payment Solutions T&Cs as amended, modified, updated or restated from time to time and to keep itself informed about these.

1. DEFINITIONS AND INTERPRETATION

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

• "Deferred Payment Facility" shall mean a credit facility made available to a Customer by a Partner Financial Institution which enables such Customer to make payment for Transaction(s) for purchase of Product(s) on the Merchant Site and repay such credit facility on such deferred terms and conditions as may be agreed between such Customer and the Partner Financial Institution;
• "Deferred Payment Solutions" shall mean one or more additional Payment Mechanism made available to the Merchant by PayU using which Customer(s) of the Merchant are able to make payments for Transaction(s) for purchase of Product(s) on the Merchant Site using the Deferred Payment Facility;
• "Outstanding Amounts" shall mean amounts payable by the Merchant to PayU and/ or any Partner Financial Institution in accordance with the terms of the Service Agreement or the Deferred Payment Solution T&Cs, as the case may be, and shall include, without limitation, any amounts relating to any financial liability, losses, costs, damages, penalties, suffered or incurred by the PayU or Partner Financial Institution, directly or indirectly, in connection with or arising from: (i) any chargebacks, non-delivery of Product(s), supply of defective Product(s), refunds, cash backs, or any other payments or liability owed by the Merchant to Customers, (ii) any claims or proceedings filed against PayU and/ or any Partner Financial Institution by any Customer(s) or any third Party, and (iii) any failure of a Customer to repay a Customer Charge due to a cause or reason attributable to any Product(s) supplied by the Merchant. Such Outstanding Amounts shall be deemed to be included in the definition of the term Outstanding Amount in the Service Agreement and shall form a part of the same; and
• "Partner Financial Institution" shall mean a bank or a financial institution or an non-banking financial company ("NBFC") which has authorized PayU to offer Deferred Payment Solutions to the Merchant on the Merchant Site in order to enable Merchant's Customers to make payments for Transaction(s) for purchase of Product(s) on the Merchant Site using the Deferred Payment Facility.

2. SCOPE AND PROCESS FLOW FOR DEFERRED PAYMENT SOLUTIONS

• As a part of Deferred Payment Solutions, a technology enabled solution will be made available by PayU to the Merchant, using which Customers will be able to make payments for Transaction(s) for purchase of Product(s) on the Merchant Site. Once a Customer successfully completes a Transaction on the Merchant Site using the Deferred Payment Facility, subject to the provisions of the Service Agreement read with these Deferred Payment Solutions T&Cs, PayU shall, subject to receipt of funds from the Partner Financial Institutions, remit the applicable Settlement Amount to the Merchant which shall be equivalent to an amount that is the Customer Charge minus the Service Fee (or any TDR) chargeable by PayU, within such timelines as may be agreed by PayU.
• The settlement in relation to the Transaction(s) carried out by Customers shall be subject to the absolute liability of the Merchant for any disputes or liabilities with Customers in relation to any Product(s) including, without limitation: (i) any claims or disputes raised by Customers with regard to the above or (ii) any failure of or delay by Customers to repay the Customer Charge paid using the Deferred Payment Facility to the Partner Financial Institution for a reason that is attributable to the Merchant.

3. RIGHTS AND OBLIGATIONS OF THE PARTIES

• The Merchant agrees and understands that, in the event of the Merchant failing to deliver the Product(s) to the Customer within the Delivery Due Date and/or any dispute arising in relation to any Product(s) that result in a refund or return of the Product, the Merchant shall remit the amounts of refunds or any amounts against any returns to such account as PayU or a Partner Financial Institution may require and as may be advised by PayU or such Partner Financial Institution from time to time. The Merchant acknowledges that payments by Customers for Transaction(s) for purchase of Product(s) on the Merchant Site using the Deferred Payment Facility will be in the nature of credit availed by the Customer from the Partner Financial Institution and therefore any instructions in this regard from PayU or a Partner Financial Institution will be final and binding on the Merchant. PayU or a Partner Financial Institution may also require the Merchant to issue an appropriate credit note or acknowledgement to Customers to the extent of any liability that relates to any Products or require the Merchant to deliver a replacement Product to the Customer within 5 days of any notification from PayU. Failing any of this, PayU and/or the Partner Financial Institutions reserve the right to reverse the Transaction(s) and PayU shall have the right to deduct such Outstanding Amount from any subsequent Settlement Amount due and payable to the Merchant and provide the necessary credit to the Customer and/or the Partner Financial Institution as may be decided by PayU;
• The Merchant authorises PayU to create and implement a framework and complaints resolution mechanism, binding on the Merchant and Customers, to address grievances of Customers in relation to any Transactions undertaken or Products purchased by such Customers using Deferred Payment Solutions. Any such framework and complaints resolution mechanism created or implemented by PayU may include, at PayU's discretion, calling upon the Merchant or Customer to provide relevant information and documents as PayU may deem necessary and decision of PayU in relation to such disputes shall be final and binding on the Merchant, and/or Customer;
• The Merchant further agrees that the records generated by PayU and/or Partner Financial Institutions while providing Deferred Payment Solutions shall be owned by PayU and Partner Financial Institutions and can be used in accordance with applicable laws. For collection and usage of any information or documents from any Customers, PayU or Partner Financial Institutions may additionally seek rights directly from such Customers in accordance with applicable laws. In addition, the Merchant acknowledges and understands that PayU and/or the Partner Financial Institution may, wherever necessary, share data, records and information in relation to Customers and Transactions with other banks or financial institutions or bureaus, agencies, statutory bodies, or their affiliates in accordance with applicable laws;
• The Merchant confirms that where a Customer(s) defaults under the Deferred Payment Facility, PayU and/or its Partner Financial Institutions, shall be authorized to block such defaulting Customers. In addition, PayU and/or its Partner Financial Institutions shall have the unconditional right to not allow Customers to carry out Transactions using any Deferred Payment Facility where they have reasons to believe that such Transactions are not authorized or the same do not appear to be genuine or clear or for any other reasonable reasons as may be deemed fit by PayU and/or any Partner Financial Institutions. Processing of a Transaction using Deferred Payment Facility shall be at the sole discretion of PayU and/or of its Partner Financial Institutions;
• The Parties hereby agree that PayU and/or Partner Financial Institutions, as applicable, will have the right to withhold and/ or suspend any transaction and/ or settlement, in the event of breach of terms of the Service Agreement or these Deferred Payment Solutions T&Cs, as the case may be, fraudulent acts or misrepresentations including suspicion of such breach, fraudulent acts or misrepresentation on the part of the Merchant or any Customers or any third party, any delivery issues or complaints in relation to the Products supplied by the Merchant;
• The Merchant agrees and understands that in the event a fraudulent transaction is reported in relation to a Customer, the Merchant shall immediately upon receipt of request from PayU or the Partner Financial Institutions provide all credentials in relation to the Transaction carried out by such Customer using the Deferred Payment Facility and shall on the best effort basis attempt to stop immediately the delivery of Product to such identified Customer. The Merchant shall provide the complete status of such fraudulent Transaction within a period of 12 hours (or such other timeline as may be specified by PayU), from receipt of the above request from PayU. PayU/Partner Financial Institution reserves the right not to provide the Deferred Payment Facility to such Customer(s) and the Merchant hereby agrees to lend complete support to PayU/Partner Financial Institution in this regard;
• The Merchants acknowledges and agrees that PayU and/or Partner Financial Institution are authorized to set-off the Outstanding Amounts against any amounts owed by the Merchant to PayU and/or Partner Financial Institution on account of Deferred Payment Solutions in accordance with the terms of the Service Agreement and/ the Deferred Payment Solutions Addendum and/or these Deferred Payment Solutions T&Cs, as the case may be;
• The Merchant acknowledges that PayU reserves the right to monitor the Deferred Payment Solutions and the same shall not be permitted to be utilized by the Merchant for rotation of payment/repayments in any manner, including without limitation, for fund transfer and/or credit card payment and/or peer to peer transfer. PayU reserves that right to block such Customer(s) on Merchant Site in its sole discretion on observing any suspicious and/or fraudulent transactions using the Deferred Payment Solutions;
• The Merchant hereby agrees to provide all support and cooperation to the Partner Financial Institution through PayU or directly, as the case maybe, in collecting Customer Charge including providing all necessary information about any Transactions;
• The Merchant agrees that the Deferred Payment Solutions are to be provided solely at the discretion of PayU and the Partner Financial Institutions. PayU and Partner Financial Institutions retain the right to modify and/ or discontinue the same, in part or as a whole, or discontinue the provision of Deferred Payment Solutions to the Merchant. PayU shall endeavour to intimate the Merchant of such modification and/ or discontinuity; and
• The Merchant hereby agrees that PayU and/ or the Partner Financial Institution, and their personnel or auditors (internal or external) or legal advisors and regulators/ government authorities (including, without limitation, the RBI or persons authorized by RBI) shall have the right to inspect and/or audit all records of the Merchant, that relate to the arrangements contemplated in the Deferred Payment Solutions Addendum and the Deferred Payment Solutions T&C, and the Merchant shall facilitate such inspection and/or audit promptly and in good faith.

4. COMPLAINTS RESOLUTION MECHANISM

In the event of any complaint or dispute relating to the Product(s), or non-payment or delayed payment of any Customer Charge caused by the above, or due to dissatisfaction of Customers with any Products of the Merchant in any manner whatsoever, the Merchant shall take such measures as may be required to resolve such issues and shall be solely and absolutely liable for the same at all times. The Merchant irrevocably and unconditionally acknowledges that PayU and Partner Financial Institutions will neither be necessary nor proper parties to such complaints or disputes and shall not be made a party to such complaints or disputes. Where any complaint or dispute remains unresolved for more than 24 (Twenty-Four) hours of any Customers raising any complaints or disputes, then PayU and/ or Partner Financial institution shall call upon the Merchant and the Customer(s) to furnish supporting documents and shall thereafter assist in the resolution of the matter, on the basis of the available documents concerning any Transactions. PayU will play the role of an 'expert' and not of an arbitrator in such cases. PayU may, in their sole discretion, create and implement on behalf of the Merchant a framework and complaint resolution mechanism to address grievances of Customers in respect of the Transaction(s).