Terms and Conditions applicable to PayU Verified Badge

A. These PayU Verified Badge terms and conditions (“PayU Verified Badge Ts&Cs”) govern the use of the PayU Verified Badge which, inter alia, is indicative of satisfactory performance of a merchant on certain specific parameters, with respect to merchant’s conduct and performance noticed in relation to previous payment transactions processed using PayU payment aggregation services availed by the Merchant on the Merchant’s website/mobile application (“Merchant Site”). These PayU Verified Badge Ts&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 a notification being given of such amendment, modification, updation or restatement. B. PayU Verified Badge Ts&Cs constitute an integral part of the service agreement (or the master service agreement) and subsequent addendums (if any) entered into between PayU Payments Private Limited (“PayU”) and the Merchant in connection with the provision of, amongst others, online payments aggregation solutions and services executed between PayU and the Merchant (“Service Agreement“) pursuant to which Merchant is availing online payment aggregation services and solutions of PayU (“PayU Services”). Except to the extent as amended by these PayU Verified Badge Ts&Cs, all other terms and conditions of the Service Agreement shall remain unchanged. In case of any conflict with respect to terms of the Service Agreement and PayU Verified Badge Ts&Cs, these terms of PayU Verified Badge Ts&Cs shall prevail in limited respect of PayU Verified Badge offering. C. The Merchant acknowledges and confirms that PayU Verified Badge, is in a form of a visual symbol which is offered to the Merchant on Merchant’s checkout page provided by PayU, in sole and absolute discretion of PayU, based on Merchant’s past performance on certain specific parameters, including without limitation, the following:

• Verified KYC Merchant: This is indicative of completion of KYC verification by the merchant with PayU;
• Industry Standard Security: The Merchant Site demonstrate to have implemented industry prevalent security standards;
• Relationship Vintage: Indicating of reasonable vintage of the Merchant’s business and servicing of the customers while utilizing PayU’s online payment aggregation services for accepting payments from its customers;
• Low Chargeback and Return to Sales Ratio: Maintenance of a healthy chargeback to sale ratio & return to sale ratio, while utilizing PayU’s payment aggregation services.

D. The Merchant acknowledges, understands, confirms and agrees that provision of PayU Verified Badge to a Merchant is based only on the above parameters and does not constitute an endorsement, warranty or guarantee by PayU, express or implied, of the following with respect to the Merchant, Merchant Site or products or services sold on the Merchant Site:

• Quality of product or services: No endorsement, warranty or guarantee by PayU, about the quality of products or services sold on Merchant Site. Product or service’ superiority over any competitors offering same or similar product or services as listed on Merchant Site;
• Genuineness & Merchantability: No endorsement, warranty or guarantee by PayU with respect to genuineness of product or service or its merchantability or any particular usability of the products or services sold on the Merchant Site;
• Pricing: No endorsement, warranty or guarantee by PayU with respect to correct pricing of the products or services listed on the Merchant Site or any confirmation with respect to correctness or genuine estimate of product pricing. The customers are advised to conduct independent diligence and research before making any purchase decisions;
• Product Listing/Catalogue, Content, Policies & User Terms & Conditions of Merchant Site: No endorsement, warranty or guarantee by PayU with respect to Product Listing/Catalogue, Content, Policies & User Terms & Conditions of Merchant Site;
• Delivery: No endorsement, warranty or guarantee by PayU with respect to timely delivery of the product or services within a prescribed timeline or within the timeline indicated while carrying out the purchase transaction or delivery of the correct product or services by the Merchants. It is clarified that PayU has no participation or control with respect to delivery & logistics operations of the merchant;
• Chargeback & Dispute Guarantee: No endorsement, warranty or guarantee by PayU in relation to settlement of chargeback or disputes raised against the Merchant in favour of the Customer and usual process of the chargeback & disputes as per the relevant card schemes will be followed. No endorsement, warranty or guarantee by PayU with respect to PayU’s role in resolution of any dispute arising between the customer and the merchant;
• Unlawful & Restricted Offering: No endorsement, warranty or guarantee by PayU of merchants’ involvement in issues related to transactions involving illegal, offensive, immoral or restricted products or which by any means violates any applicable law; and
• Other Parameters: Such other parameters that may be determined by PayU from time to time in its sole discretion.

E. PayU Verified Badge is not an endorsement, warranty or guarantee by PayU with respect to following aspects of the Merchant, Merchant Site or products or services sold on the Merchant Site, all of which are hereby expressly agreed to be sole & independent obligation of the Merchant towards its customers. Merchant agreeing to avail PayU Verified Badge hereby expressly acknowledges & agrees to accept express disclaimer of PayU in relation to any liability which may arise on PayU in relation to the below parameters. Merchant confirms to indemnify and keep indemnified at all times, PayU, its directors, officers, employees, agents and representatives harmless from and against any and all losses, damages, costs or expenses (including reasonable attorney’s fees) on account of claims, disputes, judgements, awards, settlements, fines and the like arising from: a) the Merchant’s use of the PayU Verified Badge; b) any customer who transacted with the Merchant placing a reliance on PayU Verified Badge; and c) any governmental authority. F. The Merchant understands and agrees that PayU Verified Badge is offered to the Merchants as a Value-Added Services and is activated for the Merchants without any charges or fee for an initial period of first calendar month from the date of this intimation which is offered as free look-up period for the Merchant to avail and understand benefits of PayU Verified Badge (“Free Lookup Period”). Merchant understands and agrees that in an event Merchant decides to opt out of PayU Verified Badge on/before or after the Free Lookup Period, the Merchant can do so by requesting the same by sending a request through email to PayU using its registered Email ID or through the merchant dashboard (as may be made available by PayU). G. The Merchant understands and agrees that after the expiry of the Free Lookup Period, the Value-Added Service Fee as may be communicated to the Merchant shall be applicable for availing of the PayU Verified Badge which is hereby agreed to be borne/paid by the Merchant to PayU. Merchant hereby authorizes PayU to deduct the applicable Value-Added Service Fee from the available Settlement Amounts of the Merchant in the first week of each calendar month and in an event wherein PayU do not have sufficient Settlement Amounts of the Merchant available to deduct and recover the applicable Value Added Service Fee, then the Merchant agrees to make payment of such Value Added Service Fee within a period of 15 days from the date of receipt of the relevant invoice from PayU in relation to the PayU Verified Badge. The Merchant understands and confirms that the Value Added Service Fee shall be exclusive of all the applicable taxes and that the Merchant will bear and be liable for the payment of all direct and indirect taxes including, without limitation, GST. The Merchant understands and agrees that the Value-Added Service Fee as applicable to PayU Verified Badge shall be subject to revision from time and time and PayU shall intimate the Merchant of any such revision within a reasonable time. H. Notwithstanding anything stated under these PayU Verified Badge Ts&Cs, the Merchant confirms that PayU shall not be liable to the Merchant for any liability that may arise on the Merchant from any cause whatsoever in respect of the Merchant utilising the PayU Verified Badge. In addition, 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. I. The Merchant confirms that in addition to PayU’s termination rights in the Service Agreement, PayU may, forthwith and without any notice, terminate PayU Verified Badge Ts&Cs: a) where PayU identities that the Merchant is no longer complying with the parameters on the basis of which PayU had agreed to provide PayU Verified Badge to the Merchant; and b) such other reasonable reasons as may be determined by PayU in its sole discretion. J. Unless otherwise defined in these PayU Verified Badge Ts&Cs, capitalized terms used herein shall have the meanings ascribed to them in the Service Agreement.