TERMS AND CONDITIONS FOR TECHNOLOGY AND SETTLEMENT SERVICES ENABLED BY LAZYPAY

  • These terms and conditions for availing Technology and Settlement Services Enabled by LazyPay, as amended, modified, updated or restated from time to time("LazyPay T&Cs") govern the use and access of Technology and Settlement Services Enabled by LazyPay provided by the Service Provider through PayU Payments Private Limited ("PayU").
  • These LazyPay T&Cs constitute an integral part of the: (i) service agreement executed between PayU and the Merchant pursuant to which PayU has been providing or shall provide aggregate online payment gateway solutions and services to the Merchant ("Service Agreement") or (ii) an addendum to the Service Agreement specifically executed for the provision of Technology and Settlement Services Enabled by LazyPay ("LazyPay Addendum"), as the case may be.
  • These LazyPay T&Cs may be amended by PayU from time to time. The Merchant shall be responsible to periodically refer to these LazyPay T&Cs and to keep itself informed about any amendments made herein.
1. DEFINITIONS AND INTERPRETATION

1.1 For the purposes of these LazyPay 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 LazyPay T&Cs and are not defined shall have the same meanings ascribed to them under the Service Agreement or the LazyPay Addendum, as the case may be:

  • "BNPL Customer(s)" shall mean a customer(s) of the Merchant who is an individual purchasing Product(s) from the Merchant: (a) for whom the BNPL Option has been authorized by the Merchant and (b) who has utilized or agrees to utilize the BNPL Option for undertaking one or more BNPL Transactions;
  • "BNPL Option" shall mean a technology enabled solution, provided by the Service Provider to the Merchant, enabling the Merchant to offer a deferred payment option in the nature of buy-now-pay-later to certain of its identified customers buying Products from the Merchant and as made available by the Merchant to its Customers using Technology Enabled Settlement Services;
  • "BNPL Payment Period" shall have the meaning assigned to it under clause 3.6;
  • "BNPL Settlement Amount(s)" shall mean the amount equivalent to BNPL Transaction Amount minus: (i) the Service Fee payable by the Merchant for availing Technology Enabled Settlement Services; and (ii) any other deduction agreed under the LazyPay Addendum or the Service Agreement or these LazyPay T&Cs, as the case may be, in relation to the Technology Enabled Settlement Services;
  • "BNPL Transaction(s)" shall mean a transaction for the purchase of Product(s) made by a BNPL Customer on the Merchant Site, for which the BNPL Option has been authorized by the Merchant and the BNPL Customer has availed such BNPL Option;
  • "BNPL Transaction Amount(s)" shall mean the amount required to be paid by a BNPL Customer for the purchase of Product(s) on the Merchant Site and for which the BNPL Option is exercised by such BNPL Customer;
  • "Credit Line Customer(s)" shall mean a customer(s) who is an individual purchasing Product(s) utilizing or drawing down any credit line that has been made available to such customer by a Partner Financial Institution;
  • "Credit Line Customer(s)" shall mean a customer(s) who is an individual purchasing Product(s) utilizing or drawing down any credit line that has been made available to such customer by a Partner Financial Institution;
  • "Credit Line Settlement Amount(s)" shall mean any amount equivalent to Credit Line Transaction Amount minus: (i) the Service Fee payable by the Merchant to PayU for availing Settlement Processing Services; and (ii) any other deduction agreed under the LazyPay Addendum or Service Agreement or these LazyPay T&Cs, as the case may be, in relation to the Settlement Processing Services;
  • "Credit Line Transaction Amount(s)" shall mean the amount required to be paid by a Credit Line Customer for purchasing Product(s) and for which such Credit Line Customer has utilized or drawn down any credit line that has been made available to such Credit Line Customer by the Partner Financial Institution;
  • "Technology and Settlement Services Enabled by LazyPay" shall mean collectively the Technology Enabled Settlement Services and Settlement Processing Services provided by the Service Provider;
  • "Service Provider" shall mean LazyPay Private Limited or any other entity providing the Technology and Settlement Services Enabled by LazyPay which shall be deemed to be included in the definition of the expression Acquiring Bank as used in the Service Agreement, to the extent applicable;
  • "LazyPay Platform" means the technology platform named "LazyPay" for which the Service Provider has been granted a license by the proprietor entity for the limited purpose of providing a dashboard to BNPL Customers and Credit Line Customers and which can be used for tracking and managing BNPL Transactions and Credit Line Transactions;
  • "Outstanding Amounts" shall mean amounts payable by the Merchant to PayU and/ or Service Provider in accordance with the terms of the Service Agreement or the LazyPay Addendum or these LazyPay 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 Service Provider or PayU, 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 BNPL Customers or Credit Line Customers, (ii) any claims or proceedings filed against PayU and/ or Service Provider by any BNPL Customer(s) or Credit Line Customer(s) or any third Party, and (iii) any failure of a Customer to pay any BNPL Transaction Amount or to repay a Credit Line Transaction Amount 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 expression Outstanding Amount in the Service Agreement and shall form a part of the same;
  • "Partner Financial Institution" shall mean a bank or a financial institution or an NBFC which has authorized the Service Provider or PayU (acting through the Service Provider) to offer Settlement Processing Services to the Merchant in order to enable its customers to make payments using or drawing down a credit line from such bank or financial institution or NBFC;
  • "Performance Assurance Deposit" shall have the same meaning ascribed to it under Clause 3.3;
  • "Settlement Processing Services" shall have the meaning assigned to it under clause 2.1(b);
  • "Statement" shall have the meaning assigned to it under Clause 5.1;
  • "Technology Enabled Settlement Services" shall have the meaning assigned to it under clause 2.1(a); and
  • "Transaction" shall collectively mean both BNPL Transaction and Credit Line Transaction.
2. SCOPE OF TECHNOLOGY AND SETTLEMENT SERVICES ENABLED BY LAZYPAY

2.1 For the purpose of the Service Agreement, LazyPay Addendum or these LazyPay T&Cs, as the case may be, the expression "Technology and Settlement Services Enabled by LazyPay" shall mean and include Technology Enabled Settlement Services and Settlement Processing Services as described below:

  • Technology Enabled Settlement Services, shall mean and consist of technology services, customer identification services and collection services provided by the Service Provider as a part of Technology and Settlement Services Enabled by LazyPay to the Merchant, through which the Merchant is enabled to: (i) authorize BNPL Options for BNPL Customers for the purposes of purchase of Product(s) on the Merchant Site and (ii) receiving the BNPL Settlement Amounts against BNPL Transactions, in the manner as contemplated in the Service Agreement, LazyPay Addendum or these LazyPay T&Cs, as the case may be, in relation to BNPL Transactions made by BNPL Customers on the Merchant Site; and
  • Settlement Processing Services, shall mean and consist of technology services and settlement services provided by the Service Provider as a part of Technology and Settlement Services Enabled by LazyPay to the Merchant enabling the Merchant to: (i) offer its customers an option to make payment towards Credit Line Transactions for purchase of Product(s) and (ii) receive Credit Line Settlement Amounts in relation to Credit Line Transactions made by Credit Line Customers on the Merchant Site, in the manner as contemplated in the Service Agreement, LazyPay Addendum or these LazyPay T&Cs, as the case may be, in relation to Credit Line Transactions made by Credit Line Customers on the Merchant Site.
3. PROCESS FLOW AND SETTLEMENT FOR TECHNOLGY ENABLED SETTLEMENT SERVICES

3.1 As a part of Technology Enabled Settlement Services provided by the Service Provider, a technology enabled solution will be made available to the Merchant which will enable the Merchant to identify and authorize the BNPL Option for its customers from amongst the customer base of the Merchant.

3.2 Once a customer of the Merchant opts for the BNPL Option and successfully completes a BNPL Transaction on or through the Merchant Site, subject to receipt of the BNPL Settlement Amount by PayU from the Service Provider and the provisions of the Service Agreement, LazyPay Addendum or these LazyPay T&Cs, as the case may be, PayU will: (i) remit the applicable BNPL Settlement Amount to the Merchant in the manner agreed the Service Agreement, LazyPay Addendum or these LazyPay T&Cs, as the case may be, and (ii) collect the BNPL Transaction Amount from the BNPL Customer on behalf of the Merchant, in accordance with the terms and conditions made applicable on the BNPL Customer by the Service Provider.

3.3 The Merchant hereby irrevocably and unconditionally authorizes and permits PayU and/or the Service Provider, on its behalf, to: (a) collect the BNPL Transaction Amount from the relevant BNPL Customer, in the manner and within the timelines made applicable on the BNPL Customer by the Service Provider while opting to pay through the BNPL Option, (b) settle the BNPL Settlement Amount to the Merchant and (c) set-off any BNPL Transaction Amount collected from BNPL Customers where any BNPL Settlement Amounts have already been made available by the Service Provider to the Merchant as Performance Assurance Deposit in the manner as described in the Service Agreement, LazyPay Addendum or these LazyPay T&Cs, as the case may be ("Performance Assurance Deposit").

3.4 For any BNPL Transaction(s) processed as a part of Technology Enabled Settlement Services, the Service Provider may, in its discretion and as a measure of performance assurance, maintain a Performance Assurance Deposit with the Merchant approximately equivalent to BNPL Settlement Amount due to be settled by the Service Provider for each BNPL Transaction taking place on any particular day. Subject to other provisions of the Service Agreement, LazyPay Addendum or these LazyPay T&Cs, as the case may be, the Performance Assurance Deposit with respect to a BNPL Transaction processed on a particular day shall be made available by Service Provider within 2 Business Days of the BNPL Transaction taking place. The Service Provider shall maintain the Performance Assurance Deposit in the Merchant Bank Account. Any amount maintained as Performance Assurance Deposit by Service Provider shall be set-off against any BNPL Settlement Amounts payable by the Service Provider to the Merchant in accordance with the terms of the Service Agreement, LazyPay Addendum or these LazyPay T&Cs, as the case may be,.

3.5 The maintenance of the Performance Assurance Deposit and/or the settlement of any BNPL Settlement Amounts by the Service Provider and/ or PayU against any BNPL Transactions shall be on a non-recourse basis subject to: (i) the absolute liability of the Merchant for any disputes or liabilities of the Merchant(s) with BNPL Customers in relation to any Product(s), and (ii) any claims or disputes raised by BNPL Customers with regard to the above or any failure of or delay by BNPL Customers to pay the BNPL Transaction Amount(s) to PayU and/or the Service Provider for reasons attributable to the Merchant, and such amounts shall form part of the Outstanding Amounts.

3.6 BNPL Customers shall be required to make payments as per the timelines made applicable on them by the Service Provider in relation to any BNPL Transaction ("BNPL Payment Period").

3.7 The Service Provider shall, as a part of Technology Enabled Settlement Services, evaluate and identify to the Merchant, customers of the Merchant who can potentially be authorized by the Merchant to exercise the BNPL Option. Such evaluation and identification of customers shall be done by the Service Provider on the basis of: (i) the customer database shared by the Merchant, and/ or (ii) from the database available with Service Provider including any third party databases or data from other banks, financial institutions or NBFCs.

4. PROCESS FLOW AND SETTLEMENT FOR SETTLEMENT PROCESSING SERVICES

4.1 As a part of Settlement Processing Services, a technology enabled solution will be made available to the Merchant, using which customers of the Merchant will be able to carry out Credit Line Transaction(s) through Partner Financial Institutions.

4.2 Once a customer of the Merchant successfully completes a Credit Line Transaction on the Merchant Site, subject to the provisions of the Service Agreement, LazyPay Addendum or these LazyPay T&Cs, as the case may be, PayU shall subject to receipt of funds from the Service Provider, remit the applicable Credit Line Settlement Amount to the Merchant which shall be equivalent to an amount that is the Credit Line Transaction Amount minus the Service Fee (or any TDR) chargeable by PayU, within 2 (two) Business Days from the date of the Credit Line Transaction. Subject to receipt of funds from the Service Provider, PayU shall settle the Credit Line Transaction Amount as Settlement Amount to the Merchant Bank Account.

4.3 The settlement of Credit Line Settlement Amounts against any Credit Line Transactions shall be subject to: (i) the absolute liability of the Merchant for any disputes or liabilities with Credit Line Customers in relation to any Product(s), and (ii) any claims or disputes raised by Credit Line Customers with regard to the above or any failure of or delay by Credit Line Customers to pay the Credit Line Transaction Amount(s) to the Partner Financial Institution.

5. LAZYPAY PLATFORM AND STATEMENTS

5.1 Service Provider may provide a statement periodically to each BNPL Customer of the Merchant pertaining to BNPL Transactions undertaken by such BNPL Customer in the preceding 2 (Two) weeks or such other time period as may be agreed with the BNPL Customer from time to time, specifying details pertaining to the timelines and manner in which BNPL Transaction Amounts are required to be paid by that BNPL Customer ("Statement"), by e-mail or SMS or any other medium including a web or mobile platform as identified by the Service Provider from time to time. This Statement will be a consolidated statement containing the transactions which the customer has completed with other merchants using the Technology and Settlement Services Enabled by LazyPay provided by the Service Provider.

5.2 The Service Provider may also include in the Statement any particulars or details of any Credit Line Transactions conducted by a Credit Line Customer who is or has been a BNPL Customer, specifying details pertaining to the timelines and manner in which Credit Line Transaction Amounts are required to be paid by that Credit Line Customer. The Service Provider may also share a consolidated Statement for the BNPL Transactions and Credit Line Transactions.

6. RIGHTS AND OBLIGATIONS OF THE PARTIES

6.1 In relation to Technology and Settlement Services Enabled by LazyPay, the Merchant hereby irrevocably and unconditionally agrees as follows:

  • as a part of the Technology Enabled Settlement Services, hereby authorizes the Service Provider to accept payments of BNPL Transaction Amounts from BNPL Customers, for and on behalf of the Merchant;
  • PayU and/or Service Provider is authorized to set-off BNPL Transaction Amounts and Credit Line Transaction Amounts collected from BNPL Customers and Credit Line Customers against any amounts owed by the Merchant to PayU and/or the Service Provider on account of Technology and Settlement Services Enabled by LazyPay or otherwise in accordance with the terms of the Service Agreement, LazyPay Addendum or these LazyPay T&Cs, as the case may be;
  • Service Provider is authorized to levy such charges and late payment fee (and retain such amounts) as may be made applicable by the Service Provider on the BNPL Customers, on behalf of the Merchant, in case of failure of a BNPL Customer to pay the BNPL Transaction Amount within the BNPL Payment Period;
  • Service Provider is authorized to create and implement a framework and complaints resolution mechanism, binding on the Merchant and any BNPL Customers and/or Credit Line Customers, to address grievances of BNPL Customers and Credit Line Customers in relation to any BNPL Transactions or Credit Line Transactions or Products purchased by such BNPL Customers or Credit Line Customers. Any such framework and complaints resolution mechanism created or implemented by the Service Provider may include, at Service Provider’s discretion, calling upon the Merchant, BNPL Customer and/ or Credit Line Customer to provide relevant information and documents as the Service Provider may deem necessary and decision of the Service Provider in relation to such disputes shall be final and binding on the Merchant, BNPL Customer and/or Credit Line Customer; and
  • Merchant agrees that that in order to make payments using BNPL Option and/or by effecting a Credit Line Transaction, BNPL Customers and Credit Line Customers, as applicable, will have to accept terms and conditions or enter into agreements with the Service Provider and/or Partner Financial Institutions. The Merchant further agrees that the records generated by PayU and/or the Service Provider while providing Technology and Settlement Services Enabled by LazyPay shall be owned by PayU and the Service Provider and can be used by them in accordance with applicable laws. For collection and usage of any information or documents from any BNPL Customers and any Credit Line Customers, as necessary, Service Provider may additionally seek rights directly from such Customers in accordance with applicable laws. In addition, the Service Provider will share records and information in relation to Customers with the Partner Financial Institutions and other banks or financial institutions on whose behalf Service Provider may be acting.

6.2 The Parties hereby, mutually, unconditionally and irrevocably, agree, understand and covenant as under:

  • The Merchant agrees that in the event of any defaulting BNPL Customer(s) or Credit Line Customer(s), the Service Provider and/or its Partner Financial Institutions, shall be authorized to block such defaulting BNPL Customers or Credit Line Customers. In addition, the Service Provider and/or its Partner Financial Institutions, shall have the unconditional right to not allow BNPL Customers or Credit Line Customers to carry out a BNPL Transaction or a Credit Line Transaction where they have reasons to believe that such BNPL Transactions or Credit Line 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, the Service Provider and/or any Partner Financial Institutions. Processing of a Credit Line Transaction shall be at the sole discretion of the Service Provider and/or of its Partner Financial Institutions.
  • The Parties hereby agree that PayU, the Service Provider 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, LazyPay Addendum or these LazyPay 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 and/ or chargebacks in relation to the Products supplied by the Merchant.
  • The Parties agree that the Technology and Settlement Services Enabled by LazyPay are to be provided solely at the discretion of the Service Provider and/or PayU and the Service Provider and/or PayU retain the right to modify and/ or discontinue the same, in part or as a whole, or discontinue the provision of Technology and Settlement Services Enabled by LazyPay to the Merchant. PayU shall endeavor to intimate the Merchant of such modification and/ or discontinuity.
  • The Parties hereby agree that the Merchant shall provide all support and cooperation to PayU and/or the Service Provider and/or its or their affiliate companies and/or Partner Financial Institutions, in collecting BNPL Transaction Amounts and Credit Line Transaction Amounts including providing all necessary information about any BNPL Transactions and Credit Line Transactions.
  • The Parties hereby agree that PayU, the Service Provider 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 Service Agreement, LazyPay Addendum or these LazyPay T&Cs, as the case may be, and the Merchant shall facilitate such inspection and/or audit promptly and in good faith.
7. COMPLAINTS RESOLUTION MECHANISM

7.1 In the event of any complaint or dispute relating to the Product(s), or non-payment or delayed payment of any BNPL Transaction Amounts or Credit Line Transaction Amounts 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, Service Provider and/or its or their affiliates and/ or 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 Service Provider 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 BNPL Transactions or Credit Line Transactions. PayU and/or Service Provider will play the role of an 'expert' and not of an arbitrator in such cases. PayU and/ or Service Provider 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).