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Terms and Conditions

PayUnow Merchant Agreement

This Document is an electronic record in terms of Information Technology Act, 2000 as amended by Information Technology (Amendment) Act 2008 and rules framed there under ("Information Technology Act") as applicable and the amended provisionspertaining to electronic records in various statutes. This electronic record is generatedby a computer system and does not require any physical or digital signatures.

This Document is published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries guidelines) Rules, 2011, that require publishing the rules and regulations, privacy policy and Terms of Use for access or usage of PayUnow services through www.payunow.com or PayUnow mobile application.

This merchant agreement ("Agreement" or "Document") is a legal agreement between you (the "Merchant", "you" or "your") and PayU Payments Private Limited ("PayU" "we" "our" or "us") governing your use of PayUnow whereby in addition to providing a platform to sell products or collect payments, PayU shall provide aggregate payment gateway solutions.

By virtue of using PayUnow Services provided by us, you hereby accept all the terms and conditions as stated underthis Agreement including the other applicable policies and terms and conditions provided on the PayU Site including the terms and conditions of the marketplace, in the event you wish to avail the marketplace services Marketplace Terms and Conditions. We reserve the right, at oursole discretion, tochange, modify, add or remove portions of this Agreement including the terms and conditions linked to the Agreement, at any time without any prior written notice to you. It is your responsibility toreview this Agreement periodically for updates/ changes.Your continued useof PayUnow Services following the posting of changes shall be deemed to be acceptance and agreement to such revisions / modifications.

This is an important Document which you must consider carefully when choosing whether to use PayUnow Services at any time. Please read the terms of this Agreement carefully before agreeing to it. This Agreement also highlights certain risks on using the PayUnow Services together with guidance on how online payments through PayU can be facilitated.

You are solely responsible for understanding and complying with any and all laws, rules and regulations of your specific jurisdiction that may be applicable to you in connection with your business and your use of the PayUnow Services.

BY CLICKING THE ACCEPTANCE BUTTON OR ACCESSING, USING OR INSTALLING ANY PART OF THE SERVICE, YOU EXPRESSLY AGREE TO AND CONSENT TO BEING IRREVOCABLY BOUND BY THIS AGREEMENT AND ALL OF THE TERMS SET OUT HEREIN. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, PLEASE DO NOT PROCEED OR ACCEPT TERMS AND CONDITIONS, PAYU WILL PROMPTLY CANCEL THE ASSOCIATION WITH YOU AND YOU MAY NOT BE ABLE TO ACCESS, USE OR INSTALL ANY PART OF THE PayUnow SERVICES.

PAYU SHALL BE DEEMED TO HAVE ACCEPTED THIS AGREEMENT AND THE CONTRACT SHALL ONLY BE CONSIDERED TO BE DULY EXECUTED, AS VALID AND BINDING AFTER THE RECEIPT OF THEREQUIRED INFORMATION FROM YOU AND DUE VERIFICATION OF THE SAME BY PAYU.

THE CONTRACT SHALL BE DEEMED TO HAVE BEEN RECEIVED, ACCEPTED AND FORMED AT PAYU'S REGISTERED OFFICE, AT 2ND FLOOR, P&G PLAZA CARDINAL GRACIOUS ROAD, CHAKALA, ANDHERI (EAST) MUMBAI, MAHARASHTRA, PIN- 400099.

1. DEFINITIONS AND INTERPRETATION:

(1.1) In this Agreement, except where the context otherwise requires, the following words and expressions shall have the following meanings.
(a) "Acquiring Banks" shall mean various banks, financial institutions, Card Associations, payment system providers who are defined and licenced under the Payment and Settlement Systems Act, 2007 (the "Act") and other software providers who are in the business of providing information technology services, including but not limited to, internet based electronic commerce, internet payment gateway and electronicsoftware distribution services including providing UPI platform;
(b) "Acquiring Bank Services" shall mean the payment gateway system and services provided by the Acquiring Banks such as to (i) route internet based Valid Card/ UPItransactions; (ii) offer various facilities through the internet, including Net Banking facilities; (iii) provide Authentication and Authorization from Card Associations or other third party clearing houses; and (iv) provide settlement facilities in respect of paymentinstructions initiated by the Customers;
(c) "Agreement" shall mean this Merchant Agreement for PayUnow, all schedules, appendices, annexures and exhibits attached to it or incorporated in it by reference;
(d) "Business Days" shall mean any day on which Acquiring Banks are open for business in India, other than Saturday, Sunday and any days declared by PayU and/or Acquiring Bank as a holiday;
(e) "Card Association(s)" shall mean any of Visa, MasterCard, Visa Electron, Maestro, Diners, American Express, RuPay or any other card association as may be specified by PayU from time to time. For a Bharat QR and a UPI Transaction, Card Association shall also include NPCI;
(f) "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.
(g) "Chargeback" shall mean the approved and settled Transactionwhich are at any time refused, debited or reversed from the Merchant Bank Account or from the Merchant’s Settlement Amount in the Nodal Account (shall also include similar debits to PayU bank accounts, if any) by the Acquiring Bank for any reason whatsoever, together with the bank fees, penalties and other charges incidental thereto;
(h) "Completion of Transaction" shall meanthe day on which the funds are received in the Nodal Account and a reconciliation is done between PayU, Acquiring Bank and Nodal Bank. For some cases wherein PayU requests for Proof of Delivery, Completion of Transaction shall mean submission of Proof of Delivery (in the manner prescribed by PayU) to PayU and the confirmation of the same by the respective Customer;
(i) "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 Agreement or resulting therefrom. Provided that confidential information disclosed orally or those produced by electronic media or through any other intangible means shall be deemed confidential if it is identified as being confidential 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;
(j) "Customer" shall mean an individual, sole proprietor or a legal entity, who/which buys or agrees to buy product / services from the Merchant using PayUnow Services.
(k) "Customer Bank Account" shall mean a bank account or credit/ prepaid/ cash card account of the Customer withthe Issuing Institution;
(l) "Customer Charge" shall mean the sale price of the Products purchased or availed by the Customer plus the shipping charge (if any) and all other taxes, duties, costs, charges and expenses in respect of the Products/payment that are to be paid by the Customer;
(m) "Delivery" shall mean (i) in respect of a good, delivery of the good by a courier /parcel service appointed by the Merchant or its vendors, to the Customer within Delivery Due Date at the address specified by the Customer in this behalfand shall include delivery at a physical store; or (ii) in respect of a service, delivery or performance of provisions of service within the Delivery Due Date;
(n) "Delivery Due Date" shall mean the date/period displayed on the Website or otherwise notified to the Customer on or before which the Merchant shall deliver the Products to the Customer(s);
(o) "Internet Payment Gateway" shall have the meaning ascribed to it in Clause 3.3.
(p) "Issuing Institution" shall mean a bank or financial institution or other legal entity, with which the Customer has abank account or a Net Banking account and/or which has issued the Valid Card to the Customers;
(q) "Legal Entity" means partnership firm, limited liability partnership firm, publiclimited company, private limited company, trust, society or any other legal entity as per the laws in force in India from time to time.
(r) "Marks" shall have the same meaning as ascribed to it at Clause 25.1;
(s) "Merchant" means an individual, sole proprietoror the Legal Entity, who/which registers with PayUnow by completing the process on the PayUnow Site for availing PayUnow Services to:
(i) Offer and sell Products to the Customersand collect payments, online; or
(ii) Collectthe money for a specified purpose from the Customers, online; or
(iii) Collect payments from the Customers for the sale of Products through Bharat QR displayed on the Merchant’s location.
(t) "Merchant PayUnow Account" shall mean theaccount opened by the Merchant to avail PayUnow Services after accepting the terms and conditions of the Agreement;
(u) "Merchant Bank Account" shall mean the bank account maintained by Merchant which it nominates for settlement of its Settlement Amount;
(v) "NPCI" shall mean the National Payments Corporation of India.
(w) "Net Banking Account" shall mean the facility and internet account provided by the Issuing Institution to Customers holding a bank account or digital wallet account with the Issuing Institutions specified by PayU from time to time. Provided that the bank account is not listed in current warning or restricted bank account bulletins or notices;
(x) "Nodal Account" shall mean an inoperative account held by PayU with any of the banks for the purpose of pooling the monies collected from Customers on behalf of the Merchant and facilitating the transfer of these funds in final settlement to the Merchant (after deducting Service Fees), pursuant to RBI notification DPSS.CO.PD.No.1102/ 02.14.08/2009-10, dated 24/11/2009 or any other RBI notifications/guidelines amended from time to time;
(y) "Nodal Bank" shall mean the bank(s) designated by PayU for the purpose of pooling the funds collected from Customers on behalf of the Merchant and facilitating the transfer of these funds in final settlement to the Merchant (after deducting Service Fees), pursuant to RBI notification DPSS.CO.PD.No.1102/ 02.14.08/2009-10, dated 24/11/2009 or any other RBI notifications/guidelines amended from time to time;
(z) "On-boarding Form" refers to the physical form to be filled in physically by the Merchant in order to avail PayUnow Services. The On-boarding Form shall also be considered a part of this Agreement.
(aa) "Outstanding Amount" shall mean the amount payable by the Merchant to PayU, Acquiring Banks and/or Customers for any losses, costs, damages, penalties, Chargebacks, refund overdraft or credit problems suffered or incurred by the Customers, PayU and/or Acquiring Banks; any fees and other payments owed to PayU by the Merchant; and any claims or proceedings filed against PayU and/or Acquiring Banks by the Customers or any third Party
(bb) "Payment Mechanism" shall mean the mechanism of making payment by utilizing the internet facilities of various Acquiring Banks, Card Associations, card payment systems and through such other modes and mechanisms of payment and delivery as may be notified by PayU from time to time;
(cc) "PayUnow Services" shall meanand include payment aggregation services being provided by PayU enabling the Merchant to collect payments through credit card, debit card, net banking, wallets, UPI or anyother payment mechanisms being provided by PayU. This shall also include all the products and services being provided to the Merchant through the Merchant’s account with PayUnow.
(dd) "PayUnow" shall mean a platform offered by PayU to the Merchant through which the Merchants can offer / sell their Products or collect payments from the Customers, online. It shall also include the payments accepted through Bharat QR.
(ee) PayU Site" shall mean www.payunow.com by means of which PayU provides PayUnow Services to the Merchant and its Customers;
(ff) "Products" shall mean goods and/or services offered for sale by the Merchant, for which the payment is to be collected through PayUnow Services;
(gg) Proof of Delivery" shall mean sufficient legitimate records evidencing Delivery of the Product to the Customer (i.e. Courier Company’s delivery confirmation and delivery confirmation by the Customer);
(hh) "RBI" shall mean the Reserve Bank of India;
(ii) "Reserve" shall mean the interest free, refundable funds provided and replenished by the Merchant to PayU from time to time;
(jj) "Risk Assessment" shall have the meaning as ascribed to it at Clause 17.1;
(kk) "Service Fee" shall mean the fee charged by PayU for providing PayU Services. The Service Fee shall include bank charges, technology fee and the fee for various value added services provided by PayU;
(ll) "Settlement Amount" shall mean Customer Charge minus the Service Fees and any other charges/fees payable by the Merchant to PayU under this Agreement;
(mm) "Transaction" shall meanevery payments request/order placed by the Customer for purchasing Products from the Merchantor making payment to the Merchant;
(nn) "Transactional Data" shall have the same meaning as ascribed to it at Clause 3.3;
(oo) "Valid Card" shall meanany unexpired credit card or debit card which is issued by an Issuing Institution designated to issue a Visa, MasterCard, Visa Electron or a Maestro or cash card, pre-paid cardor other card as may be specified by PayU from time to time. Provided that the card is not listed in current warning or restricted card bulletins or notices and bears the signature of the person in whose name the card is issued.

(1.2) In this Agreement:
(a) PayU and the Merchant are hereinafter collectively referred to as "Parties" and individually as "Party".
(b) Except where the context requires otherwise, references to Clauses, Schedules and Annexures are to Clauses of, Schedules to and Annexures to this Agreement.
(c) 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 companies.
(d) Headings are inserted for convenience only and shall not affect the construction of this Agreement.
(e) In case of any ambiguity or discrepancy between the Clauses and the Annexures to this Agreement, the Clauses shall prevail.
(f) Any reference to any agreement, deed, instrument, licence, code or other document of any description shall be construed, at the particular time, as a reference to that agreement, deed, instrument, licence code or other document as the same may then have been amended, varied, supplemented, modified, suspended or novated.

2. TERM

(2.1) This Agreement shall be in force unless terminated by either Party in accordance with the provisions of this Agreement.

3. APPROVAL AND REGISTRATION TO AVAIL PAYUNOW SERVICES

(3.1) The Merchant shall register with PayU in order to open a Merchant PayUnow Account and use PayUnow Services. In the event the Merchant executes the On-Boarding Form, subject to the verification of the details in the Onboarding Form and the other necessary documents, PayU will create a PayUnow Account for the Merchant and will share the login credentials. We allow both individuals, sole proprietors and Legal Entities to register with PayUnow. Without any legal obligation to do so, we require certain information from you, as laid out in the registration form, to permit the use of PayUnow Services. At the time of registration you are required to disclose the exact business category/business sub-category for which you will be using the PayUnow Services. You understand and acknowledge that in order to use the PayUnow Services for any other purpose, you shall notify PayU in writing of such change and such change will be subject to approval by PayU. You represent and warrant that you are duly authorized to accept this Agreement and have the authority to bind such Legal Entity.

(3.2) You must provide accurate and complete information. In addition, you must keep the information that you provide up-to-date at all times.

(3.3) PayU may ask you to provide additional documents as may be required for doing the KYC in accordance with PayU’s internal policy. You hereby agree to provide the same to PayU in the form, manner and timeline prescribed by PayU. You understand that in the event you delay or fails to provide such documents as may be required, PayU may suspend or terminate PayUnow Services including may hold the Settlement Amount as well.

4. ELIGIBILITY REQUIREMENTS FOR OPENING A MERCHANT PAYUNOW ACCOUNT

(4.1) By creating/opening a PayUnow Account, you represent and confirm that you are:
(a) 18 (eighteen) years of age or older;
(b) an Indian citizen, a legal resident of India or a business entity, authorized to conduct business in India
(c) not ‘incompetent to contract’ within the meaning of the Indian Contract Act, 1972; and
(d) entering into and performing this Agreement, as per applicable law.

(4.2) For the Legal Entities: You are only permitted to apply and enrol, if you represent a legitimate business and have the authority to enter into this Agreement on behalf of the business. You represent and warrant that you are duly authorized by the business entity to accept this Agreement and have the authority to bind such business entity. You further represent and warrant that the business entity has all the requisite consents, approvals, certificates, agreements, registrations and licences in accordance with the laws, regulations, rules and guidelines in force in India from time to time.

(4.3) You further represent and confirm that you are not a person debarred from using the PayU Site and/or receiving the PayUnow Services under the laws of India or other applicable laws.

(4.4) PayUnow Services and the Merchant PayUnow Account can only be used in India. You acknowledge that PayUnow Services cannot be used for exportor import in India.

5. USER NAME AND PASSWORD

(5.1) You must choose a reasonably descriptive user name that clearly identifies youor your business. This name will appear on your PayUnow account and will be your identification through which the Customer can identify you. In case of PayUnow Services through Bharat QR, the QR code provided by PayU shall be your identity to the Customer for the purpose of making payment. If a Transaction dispute results from your failure to use a reasonably descriptive user name, PayU shall not be liable for the same and you agree to indemnify PayU for any costs stemming from such dispute.

(5.2) As part ofthe PayUnow registration process, you will create a password for the Merchant PayUnow Account. You are responsible for maintaining the confidentiality of the password and the Merchant PayUnow Account, and are fully responsible for all activities that occur under the Merchant PayUnow Account, including, without limitation, all actions by the Customers. You agree to (a) immediately notify PayU of any unauthorized use of your password or the Merchant PayUnow Account or any other breach of security, and (b) ensure that you exit from the Merchant PayUnow Account at the end of each session. PayU cannot and will not be liable for any loss, damage or other liability arising from your failure to comply with this clause or from any unauthorized access to or use of the Merchant PayUnow Account. In the event of any dispute between two or more parties as to ownership of a particular Merchant PayUnow Account, you agree that PayU will be the sole arbitratorof such dispute, at its sole discretion and that PayU’s decision (which may include termination or suspension of any account subject to dispute) will be final and binding on all Parties.

6. VERIFICATIONS OF INFORMATION

(6.1) We may share some or all of the information you provide with the Acquiring Banks, Card Associations, Issuing Institutions, other financial institutions and governmental authorities. At any time, PayUnow and/or the Acquiring Banks may conclude that you will not be permitted to use PayUnow Services. By accepting the terms of this Agreement, you authorize PayUnow to request for supplemental documentation at any time (before or after your Merchant PayUnow Account has been activated), in order to verify your identity, the accuracy of the information provided and legitimacy of your business. If we cannot verify that this information is accurate and complete, we may deny your use of the PayUnow Services, or close your Merchant PayUnow Account at any time.

(6.2) We may, without being obliged under law to do so, also request for additional information to keep in conformity with the Know Your Customer (“KYC”) requirements under the laws, regulations, rules, guidelines in force in India from time to time.

7. SCOPE OF PAYUNOW SERVICES

(7.1) PayU has developed various PayUnow product swhich facilitates youto conduct business onlineor collect payments. Below are the PayUnow products which may be opted by youunder this Agreement:
(a) ‘Payment Links’ –Enables the Merchant to create a payment link and share the same with the Customer for accepting payment. Payment Links are to be generated by the Merchant through the Merchant’s PayUnow Account, to be shared with the Customers, enabling them to make payment. By clicking on the link, the Customer can make payment through the various payment modes provided by PayU.
(b) ‘Website Creation’ -Enabling the Merchant to create a website on www.payunow.com and share the same with the Customers and accept payments. The url of the website created shall be www.payunow.com/[nameof the Merchant]. The Merchant can upload the pictures of the product to be sold on the website and can provide description for the product as well. Please click on the link to understand the detailed terms and conditions. Website Creation
(c) ‘Bharat QR’ –is an offline payment option being provided by PayU to the Merchant enabling the Customers of the Merchant to make payment by scanning the Bharat QR code through any UPI enabled application installed on the Customer’s mobile phone. The Bharat QR will be provided by PayU to the Merchant and will be displayed at the Merchant’s location (physical store of the Merchant). Bharat QR

(7.2) Details of PayUnow Products along with respective demographics are available at PayU Site. You may opt for either one (1) or all PayUnow Products at the same time.

(7.3) PayU Products provide youwith an option to extract Transaction(s) data/ report as and whenever may be required by you ("Transactional Data").

(7.4) In order to serve int his role, PayU has entered into agreements with various Acquiring Banks to enable use of internet payment gateways/Payment Mechanisms developed by them and process payments using Acquiring Bank Services.

(7.5) Once the payment instruction is Authenticated and Authorized by the respective Acquiring Bank in respect of a Transaction, the Acquiring Bank will transfer such approved Customer Charge from the Customer Bank Account to the Nodal Account.

(7.6) The Merchant hereby directs and authorizes PayU to receive, hold, disburse and settle the Customer Charge in accordance with and subject to the provisions of this Agreement.

(7.7) Except as provided in this Agreement and Schedules hereto, no right is granted to the Merchant or to any third party.

8. PAYU'S RELATIONSHIP WITH YOU

(8.1) We have established an independent web-based hosting platform to enable you to offer and sell your Products to the Customers and collect payments from the Customers. We also provide aggregate online payment processing services through our aggregate payment gateway services. For the Merchants availing Bharat QR services, PayU has provided the QR codes to the Merchant in order to enable the Customer to make payment on the Merchant's physical store.

(8.2) In order to provide aggregate payment gateway services as a part of PayUnow Services to you, we have entered into agreements with various Acquiring Banks, Nodal Bank, financial institutions, Card Associations and other software providers who are in the business of providing information technology services, including but not limited to, internet based electronic commerce, internet payment gateway and electronic software distribution services, to enable use of internet payment gateways developed by them, to (i) route internet based Valid Card Transactions; (ii) offer various facilities through the internet, including net banking facilities; (iii) provide Authorization from Card Associations or other third party clearing houses; and (iv) provide settlement facilities in respect of payment instructions initiated by the Customers.

(8.3) The Transactions are done between you and the Customers and we are acting as only an intermediary herein. We are NOT (i) a payment system provider as defined under the Act,(ii) a banking company as defined under the Banking Regulation Act, 1949 or (iii) a non-banking financial company as defined by the Reserve Bank of India Act, 1938.

(8.4) The relationship between PayU and you 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 us hereto or any affiliates or subsidiaries thereof or to provide either Party with the right, power or authority, whether express or implied to create anysuch duty or obligation on behalf of the other Party.

(8.5) PayU has no connection or interest of whatsoever nature in your business or the Products offered/ marketed by you. PayU shall provide PayUnow Services to you, as an independent entity and under the terms and conditions of this Agreement. PayU has no relationship with the Customers and all actions under this Agreement which may affect the Customers are instructed by you. You alone shall be responsible to the Customers and neither PayU nor the Acquiring Bank or anybody connected to PayU or Acquiring Bank shall have any responsibility or liability towards the Customers and you shall keep PayU and Acquiring Bank fully indemnified for all times to come in this respect.

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

9. OBLIGATIONS TOWARDS ACQUIRING BANKS AND CARD ASSOCIATIONS

(9.1) As you will be using the Acquiring Banks Services and Card Association Services, you undertake comply with all applicable rules, guidelines, instructions, requests and actions, etc., made by the Acquiring Banks and/or Card Associations from time to time. The Acquiring Banks and Card Associations may also put limitations and restrictions on you, at its sole discretion. In addition, the Acquiring Banks has the right to reverse/reject settlement, suspend and/or terminate services, make inspections or inquiries in relation to the Transaction, etc. You understand and acknowledge that the Acquiring Banks and Card Association Rules form a part of this Agreement. In the event that your non-compliance of Acquiring Banks and/or Card Association Rules, results in any fines, penalties or other amounts being levied on or demanded from PayU by an Acquiring Bank and/or Card Association, then without prejudice to PayU’s other rights hereunder, you shall forthwith indemnify PayU of suchamount equal to the fines, penalties or other amount so levied or demanded. Should you fail to comply with your obligations towards the Acquiring Banks and/or Card Associations, PayU may suspend settlement or suspend/terminate the PayUnow Services forth with.

10. AUTHORIZATION AND AUTHENTICATION OF TRANSACTION

(10.1) The Acquiring Bank will authenticate, authorize, and process the payment instructions given by the Customers in respect of the Transactions upon fulfilment of valid criteria as set forth by the Acquiring Banks and the Card Associations from time to time and accordingly transfer such approved Customer Charge from the Customer Bank Account to the Nodal Account.

(10.2) PayU, Acquiring Banks and/or Card Association may reject authorization of Transaction placed by the Customer for any reason including but not limited to risk management, suspicion of fraudulent, illegal or doubtful Transactions, selling of banned items, use of compromised Valid Cards, use of blacklisted/banned cards or in accordance with the RBI, Acquiring Banks, Issuing Institution and/or Card Association rules, guidelines, regulations, etc. and any other laws, rules, regulations, guidelines in force in India, etc.

(10.3) As a risk management tool, PayU and/or the Acquiring Banks reserve the right to limit or restrict transaction size, amount and/or monthly volume at any time. For the purpose of clarity such limitations or restrictions may be imposed for the following reasons including but not limited to limits/restrictions on the number of purchases which may be charged on an individual Valid Card or Net Banking Account during any time period, rejection of Payment in respect of Customer Orders from Customers with a prior history of questionable charges, unusual monetary value of Transaction, etc. Further, as a security measure, PayU may at its 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 IP addresses, devices, geographic locations and / or any such risk mitigation measures it wishes to undertake.

11. YOUR ACCEPTANCE AND AUTHORIZATION

(11.1) By accepting the terms of this Agreement, you authorize us to hold, receive, disburse and settle funds on your behalf. Your authorization permits us to generate an electronic funds transfer between the Acquiring Banks and our Nodal Account to process each Transaction that you authorize. Thereafter, you authorise us to transfer the Settlement Amount received from your Customers to the Merchant Bank Account designated by you for this purpose at the time of registration. Your authorization will remain in full force and effect until your Merchant PayUnow Account is closed or terminated.

12. PAYMENTS TO PAYU

(12.1) In consideration for PayU Services, you shall pay to PayU, Transaction Discount Rate ("Service Fees") as displayed on PayU Site and as may be modified from time to time for the PayUnow Product being chosen by you. The Service Fees shall be deducted by PayU from the Customer Charge payable to you in respect of each completed Transaction. PayU reserves the right to revise the Service Fees periodically, and PayU will intimate you of any such change within reasonable time. You shall also pay to PayU (i) a non-refundable one time set up fee, and (ii) Annual Maintenance Charge payable in advance every year. PayU shall have a right to deduct such set-up fee and Annual Maintenance Charges from the Settlement Amount payable to you.

13. TERMS OF PAYMENT TO MERCHANT

(13.1) Subject to any other Clause of this Agreement, PayU shall endeavour to instruct the Nodal Bank to transmit the Settlement Amount from the Nodal Account to the Merchant’s Bank Account within the time period prescribed by RBI commencing from date of Completion of Transaction.

(13.2) The transmission of the Settlement Amount to the Merchant Bank Account shall be subject to reconciliation of the Customer Charge by the Acquiring Banks, PayU and the Nodal Bank after actual receipt of Customer Charge in the Nodal Account.

(13.3) All payments with respect to refunds and Chargebacks shall be the solely your responsibility and PayU shall not be liable for any claims, disputes, penalties which may arise in connection with such refunds or Chargebacks to you or to the Customer. You shall indemnify PayU in respect of any claims, disputes, penalties, costs and expenses arising directly or indirectly in relation to refunds or Chargebacks for all Transactions under this Agreement.

(13.4) Not with standing anything contained anywhere in this Agreement, you hereby confirm and agrees that PayU, Acquiring Bank and Nodal Bank reserve the right to reject payments with respect to any Customer Charge for reasons including but not limited to unlawful, erroneous Transaction, 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 Delivery, Customer Charge or Product, if the Transaction was not made inaccordance with the requirements of PayU and/or the Acquiring Banks and/or Card Association.

(13.5) 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 you, PayU and/or the Acquiring Bank reserve the right to reverse the credit given to the Merchant Bank Account or set-off the payment amount rejected, Chargeback or refunded or the Outstanding Amount against Settlement Amount payable to you. PayU and/or Acquiring Banks may also deduct the payment amount due from future Settlement Amounts payable to you with respect to subsequent Transactions.

(13.6) All Settlement Amounts due to you under this Agreement may be suspended or delayed till such time as PayU, the Acquiring Banks and/or Nodal Bank deems fit, if (a) you or your Customer or a third party commits any fraud or violates any law or legal requirement; (b) PayU and/or the Acquiring Banks have reasons to believe that a fraud has been committed against the Customers, PayU, Acquiring Banks or any third party by you, your Customer, or any other third party; or has reason to believe that the Merchant or the Customer has in connivance with any other person done any fraud or assisted in the same; or any transaction has been fraudulently initiated; (c) you have excessive pending Chargebacks or poses high Chargeback and/or refund Risk; (d) continuous non-delivery or delayed delivery of Products to Customers; or (e) for any other reasonable reasons.

14. RESERVE

(14.1) You understand and acknowledge that at any time and from time to time, we may temporarily suspend or delay payments to you or require you to provide PayU with Reserve of such amounts as may be requested by PayU to secure the performance of your payment obligations under this Agreement for reason, including without limitation, high Chargeback risk, credit risk, refund overdraft risk, non-delivery issues, selling of banned items, non-payment of maintenance fees or other amount payable to PayU or any other indications of performance problems related to your use of the PayU Services. If you fail to provide PayU with Reserve within seven (7) days of receipt of notice for the same, PayU reserves the right to suspend and/or terminate the Settlement Amount payable you or the PayU Services without further notice. PayU may use this Reserve to set-off including but not limited to any Outstanding Amounts payable by you to PayU, Acquiring Banks and/or Customers.

(14.2) In case the Settlement Amount payable to you and/or the Reserve (if any) is not sufficient to cover your Outstanding Amount, then you shall pay PayU and/or the Acquiring Banks the remaining amount due immediately upon request. PayU shall be entitled to charge daily interest on such Outstanding Amount from the date ofrequest until the date of payment in full, at the rate of 1.5% per month. Provided that the above right of PayU to appropriate the Reserve and set-off the Outstanding Amount in the above manner shall be in addition to and reserving fully the right of PayU to recover all such losses, costs and damages etc.from you by any other means, which may be available to PayU under the law. In addition, you agree to pay all costs and expenses, including without limitation attorney’s fees and other legal expenses, incurred by or on behalf of us in connection with the Outstanding Amount and the collection of the same from you.

15. CONTESTING DISPUTED TRANSACTIONS

(15.1) In the event of a Chargeback dispute relating to a Transaction contemplated under this Agreement ("Disputed Transaction"), PayU shall notify the Merchant of the same. On such notification the Merchant shall conduct an internal review of such matter and shall within 5 (five) days from receipt of notice, revert to PayU in writing either:

(15.2) Requesting PayUto refund ("Refund Request") the Customer Charge Amount received by itin respect of such Transaction ("Refund Monies"); or

(15.3) 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.

(15.4) In the event that the Merchant: (a) provides a Refund Request to PayU; or (b) fails to provide Refund Request and fails to contest such Disputed Transaction within the aforesaid period; or (c) contests Disputed Transaction without providing supporting documentation to the satisfaction of PayU, Acquiring Banks, Card Association and/or Issuing Institution, PayU shall be entitled to set-off the Refund Monies against present and subsequent Settlement Amounts payable to the Merchant or recover the same from the Reserve (if any). In the event that PayU is unable to recover the Refund Monies as aforesaid, the Merchant shall be liable to make payment of the Refund Monies or part thereof which has not been recovered by PayU forth with.

(15.5) It is hereby agreed and acknowledged by the Parties that the Service Fees 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 irrespective of the Customer Charge being rejected, chargeback, refunded or disputed.

16. DELIVERY

(16.1) You shall dispatch/provide the Products to the Customer only upon receipt of transaction confirmation from PayU. PayU shall give confirmation only upon receipt of transaction confirmation in respect of the Transaction from the Acquiring Bank. PayU shall not be responsible for any Transactions that have not been confirmed with PayU by the Acquiring Banks.

(16.2) You shall ensure that you maintain Proof of Delivery with respect to each Transaction initiated under this Agreement for a period of at least one (1) year from the date of Delivery. Proof of Delivery shall be open for inspection by PayU and/or the Acquiring Banks at all times during working hours on Business Days. Notwithstanding any other Clause of this Agreement, you understand that PayU and/or the Acquiring Bank and/or Nodal Bank reserve the right to call for Proof of Delivery, at any time, before and/or after settlement of Settlement Amount to the Merchant’s Bank Account with respect to any Transaction. PayU and/or the Acquiring Banks have the right to reverse Customer Charge amount to the Customers and/or reject the Customer Charge to Merchant, if Proof of Delivery is not provided in accordance to this Agreement.

(16.3) You shall deliver the Product within the Delivery Due Dates specified at the time of making the Transaction. If you are unable to deliver the whole or any part of the Transaction within the Delivery Due Date, you shall forthwith inform the Customer and take immediate action to refund the Customer Charge in whole or in part as per the Customers instructions.

(16.4) All risks associated with the Delivery shall be borne solely by youand not by PayU. Any and all disputes regarding quality, merchantability, non-Delivery, delay in Delivery or otherwise shall be resolved directly between the Customer and you without making PayU and/or the respective Acquiring Bank a party to such disputes

17. REFUNDAND RETURN POLICY

(17.1) By accepting to use PayUnow Services, you agree to process returns of, and provide refunds and adjustments for, Products sold and/or payment collected in accordance with this Agreement, the Acquiring Bank’s instructions and Card Association Rules. All refunds must be routed through the same Acquiring Bank payment gateway through which the Transaction was made. In the event you initiate refund through any other mode, you shall be fully liable for all Chargebacks raised in respect of the Transaction refunded. You shall ensure that PayU at all times have sufficient funds of yours to process refunds initiated. PayU shall not be liable to process any refund initiated in the event of insufficient funds.

(17.2) You shall (a) maintain a fair refund, cancellation or adjustment policy; (b) disclose its return or cancellation policy to the Customers, (c) not give cash refunds to its Customers in connection with a card sale, unless required by law, and (d) not accept cash or any other item of value for preparing a card sale refund.

(17.3) The amount of the refund/adjustment must include any associated taxes required to be refunded and cannot exceed the amount shown as the total on the original sales data except by the exact amount required to reimburse the Customer for postage that the Customer paid to return merchandise. If the Customer accepts returns and makes an uneven exchange of Products (e.g., the sales price is not the same), you must issue a credit for the total amount of the Products being returned and the Users must complete a new sale for any new Products. Please be aware, that if your refund policy prohibits returns or is unsatisfactory to the Customer, you may still receive a chargeback relating to such sales.

(17.4) The Service Fees charged by PayU in respect of a Transaction that has been confirmed shall not be refunded or repaid by PayU to you or to any other person irrespective of the Customer Charge being rejected, chargeback, refunded or disputed.

18. CUSTOMER SUPPORT

(18.1) All Customer service issues relating to the Transaction, Products sold by the Merchant including but not limited to Customer Charge, order fulfilment, order cancellation, returns, refunds and adjustments, rebates, functionality and warranty, technical support and feedback concerning experiences with its personnel, policies or processes, are solely your responsibility. In performing Customer service, you will always present itself as a separate entity from PayU.

(18.2) You shall provide Customer support during all Business Days. Such support shall include appropriate notice to Customers of means of contacting you including e-mail address and telephone number, in the event the Customer has questions/queries regarding the nature or quality of the Product and the procedures for resolving disputes.

(18.3) Under no circumstances shall PayU be responsible for Customer support to the Customer or any third party.

19. MERCHANT RISK ASSESMENT

(19.1) We may, from time to time during the term, make or carry out risk assessments on you and/or the Transactions under this Agreement (each a "Risk Assessment") which shall inter alia be for the following purposes:
(a) verify that you are properly constituted and operate a bona fide business;
(b) verify that you have sufficient safe guards in place to protect Customer's Data;
(c) quantify and investigate the levels of fraud or your default relating to the Transactions; and/or
(d) provide any other comfort that we (acting reasonably) may require in the context of its exposure under this Agreement and the agreements with the Acquiring Banks or Card Associations, and you shall provide all reasonable assistance and information to us with respect to such Risk Assessments.

(19.2) We may periodically obtain additional reports to determine whether you continue to meet the requirements of this Agreement. You agree that we are permitted to collect and share information about you and your application (including whether you are approved or declined), and your Merchant PayUnow Account with the Acquiring Banks, Card Associations, Issuing Institutions, other banks, financial institutions and governmental authorities. This includes sharing information (a) about your Transactions for regulatory or compliance purposes (including compliance with KYC), (b) for use in connection with the management and maintenance of PayUnow Services, (c) to create and update their customer records about you and to assist them in better serving, and (d) to conduct PayU's risk management process.

(19.3) If, at any time after we have made or carried out a Risk Assessment or it has been notified of an issue, we determine (acting reasonably) that you or circumstances relating to you represent a material credit risk or potentially increase our exposure under this Agreement, we may:
(a) terminate this Agreement with immediate effect; and
(b) defer the payments due to you for such period as we deem appropriate (acting reasonably) to address the credit risk or exposure and, where necessary, such amount (in whole or part) may be applied towards any amount owed by you to us under this Agreement.

(19.4) If, at any time, we discover that a fraud has been committed by you; or you have in connivance with any other person done any fraud or assisted in the same; or any transaction has been fraudulently initiated, we may report the same to any governmental and/or law enforcement authorities.

20. INSPECTION

(20.1) You shall maintain records of such periodical checks in such manner as may be specified by us and/or the Acquiring Banks. We and/or the Acquiring Banks shall be entitled to check and audit your records and statements to ensure compliance with your obligations under this Agreement at such intervals or times as we and/or the Acquiring Banks may deem fit. We and/or the Acquiring Banks may also inspect your business location. If you refuse such inspection, your PayU Account may be terminated. We reserve the right to suspend or terminate the PayU Account of any user who provides inaccurate, untrue, or incomplete information, or fails to comply with the Merchant PayUnow Account registration requirements. If you refuse such inspection or provides inaccurate, untrue, or incomplete information, or fails to comply with the terms and conditions of this Agreement, we reserve the right to suspend or terminate the PayUnow Services forthwith.

21. MERCHANT COVENANTS

(21.1) You hereby declare, assure, undertake and covenant as under:
(a) You shall duly fulfilall Transactions placed on youin accordance with the terms and conditions communicated to the Customer and instructions of the Customer. You undertake to ensure that the Delivery is done as per specifications of the Customer on or before the Delivery Due Date;
(b) You will not offer out of stock Products for sale. You shall be solely liable for quality and efficiency and merchantability of the Products. Further the rates displayed for the Products shall include all applicable taxes;
(c) You shall comply with all applicable laws, rules and regulations in offering the Products or collecting Payments. You shall ensure that all requisite approvals, licenses and registrations, etc in accordance with all laws, rules, regulations, guidelines in force in India from time to time, have been obtained and are kept infull force and effect to enable you to offer the Products for sale. You shall not conduct any business through the PayUnow Services or offer Products 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;
(d) Whilst extracting the Transactional Details sourced through PayU Products, you shall adhere to and comply with all necessary data protections laws of India including but not limited to laws pertaining to handling of Sensitive Personal Data of the Customers under the Information Technology Act, Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 and rules and regulations framed thereunder.
(e) Subject to 19.1(d) above, you shall ensure to keep confidential, all information submitted by the Customersto you, if any. The Customer shall not be required or asked to disclose any confidential or personal data, which may be prejudicial to interests of the Customer. You 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. You shall be liable to comply with existing data privacy regulations from time to time.
(f) You shall not offer any Products, which are illegal or offensive or banned as per the list provided as provided at Schedule A to this Agreement and/or are not in compliance with applicable laws, rules and regulations whether Central, State, local or international of all jurisdiction from where the Customers avail the Products. In addition, you 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 Banks and/or Card Associations. You agree and understand that PayU reserves the right to suspend Settlement Amount and/or PayUnow Services to you until such time that you do not discontinue selling such banned/illegal Products or does not conform to all applicable laws and regulations in force from time to time. In addition, PayU reserves the right to terminate this Agreement without further notice in the case of breach of this provision;
(g) You shall ensure that appropriate terms and conditions for cancellation, refund, disclosures/disclaimers, terms of the Products provided by you and terms of paying the Customer Charge are informed to the Customer before making the Transaction (collectively "Merchant Terms and Conditions"). You shall prior to accepting any instructions from the Customers ensure that the Customers accepts all the Merchant Terms and Conditions. PayU reserves the right to inspect the Merchant Terms and Conditions at any times;
(h)You shall have the marketable and legal right and title to sell Products offered by it to the Customers by using PayUnow Services;
(i) In the event any Customer complaints or is dissatisfied with any Product, you shall take such measures as may be required to resolve the same at its sole cost and expenses;
(j) You shall ensure that the best service standards in the industry are adopted and shall ensure Delivery of all Products to Customers in accordance with the highest standards;
(k) You shall put up such notices, disclaimers or warranties as may be required by PayU and/or the Acquiring Bank and you shall comply with such request forthwith;
(l) You shall 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 Products, which are offered by you;
(m) You shall bear and be responsible for the payment of all relevant taxes, surcharge, levies etc. (including with holding taxes) in relation to the Customer Charge and PayUnow Services provided under this Agreement;
(n) As you will be using the Acquiring Banks Services and Card Association Services, you shall comply with all applicable rules, guidelines, instructions, requests and actions, etc made by the Acquiring Banks and/or Card Associations from time to time. The Acquiring Banks has the right to reverse/reject settlement, suspend and/or terminate Acquiring Banks Services/PayU Services, make inspections or inquiries in relation to the Transaction, etc. You understand that the Acquiring Banks and Card Association Rules form a part of this Agreement. In the event that your non-compliance of Acquiring Banks and/or Card Association Rules, results in any fines, penalties or other amounts being levied on or demanded of PayU by an Acquiring Bank and/or Card Association, then without prejudice to PayU’s other rights hereunder, you shall forth with indemnify PayU in an amount equal to the fines, penalties or other amount so levied or demanded. If you fail to comply with its obligations towards the Acquiring Banks and/or Card Associations, PayU may suspend settlement or suspend/terminate the PayU Services forthwith;
(o) You shall not require the Customer to provide you with any details of the accounts held by it with Issuing Institution. You shall not input any data on behalf of the Customers while making a Transaction, failing which it will be considered as breach of trust of PayU and/or of the Acquiring Bank;
(p) You shall in writing inform PayU of all changes in your constitution, directors/partners/trustees, or change in the current addresses of each office, within seven (7) Business Days of such change having taken place listing out the names and details of the personnel in charge of your management and affairs. Such intimation shall be provided on your letterhead signed by your authorized signatory;
(q) You shall not engage in activities that harm the business and/or brand of PayU, the Acquiring Banks and/or Card Associations;
(r) You shall be responsible to resolve all cardholder/customer account holder disputes and provide whatever assistance necessary to assist the Acquiring Banks, Card Associations and PayU to deal with all cardholder/customer account holder disputes at your own cost.
(s) You authorise PayU to share Transactional Data and Customer information with the respective Acquiring Banks and Card Associations;
(t) You understand that PayU shall not be responsible for any mismatch between the price of the Product or the amount to be collected from the Customer and actual amount charged to the Customer. In the event any such mismatch, you hereby agrees to indemnify PayU for any loss, damage, fine, penalty that may be incurred by PayU.
(u) While availing PayUnow Services, you shall ensure that you are not issuing or using or selling, libellous, defamatory, obscene, pornographic or profane material or any instructions that may cause harm to PayU, the Acquiring Banks, Card Associations and/or any other third party;
(v) You acknowledge and agree PayU reserves a right to suspend the payment and/or PayUnow Services provided herein, forthwith, in event you fail to observe the terms and conditions herein.

22. MERCHANT REPRSENTATION AND WARRANTIES

(22.1) You represent and warrant to us that:
(a) you are eligible to register and use PayUnow Services and have the right, power, and ability to enter into and perform under this Agreement;
(b) the name identified by you when you registered is your name or business name under which you sell the Products;
(c) you are duly organized and validly existing under the laws of the jurisdiction in which you are established;
(d) through the execution and delivery of this Agreement and the consummation of the transaction contemplated herein do not breach any organisational document or any law, provisions of any contract or order of any Court applicable to it and do not require any applicable governmental approval;
(e) any sale Transaction herein will represent a bona fide sale by you;
(f) you will fulfil all of your obligations to each Customer for which you submit a Transaction and will resolve any consumer dispute or complaint directly with the Customers;
(g) you will not use PayUnow Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of PayUnow Services; and
(h) your use of PayUnow Services will be in compliance with this Agreement.

23. DORMANT ACCOUNTS

(23.1) If there is no activity in the Merchant PayUnow Account (including access or payment transactions) for a period of one (1) year from the date of accepting these terms and conditions, we may at our sole discretion closeor terminate the Merchant PayUnow Account.

24. TERMINATION BY EITHER PARTY

(24.1) You may terminate this Agreement by giving 30 (thirty) days prior written notice to PayU.

(24.2) Either Party may terminate this Agreement forthwith in the event:
(a) the Party discovers at any stage that the other Party is in violation of any law or regulation;
(b) 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;
(c) the other Party goes into liquidation either voluntarily or compulsorily; or
(d) the other Party is prohibited by any regulatory or statutory restriction from continuing to provide services under this Agreement

(24.3) PayU may terminate this Agreement forthwith without providing a valid reason or prior written notice for such termination.

(24.4) 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 Agreement.

25. CONSEQUENCES OF TERMINATION

(25.1) The termination of this 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 Agreement which may result in a dispute post termination or any provision expressed to survive this 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 Agreement, both Parties shall undertake to settle all outstanding charges within 30 (thirty) days of the termination taking effect.

(25.2) Where any payments claimed by us exceeds the Settlement Amount due to you the difference thereof shall be a debt due from you to us and be forthwith recoverable by appropriate legal action, as deemed fit by us. Without prejudice to our rights and remedies, in the event that you do not make any payments to us by its due date or on demand as required under this Agreement, we 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 us from recourse to any other remedies available to it under any statute or otherwise, at law or in equity.

(25.3) All materials, documentation, instruction manuals, guidelines, letters and writings and other materials issued by PayU from time to time in respect of this Agreement, whether in respect of the utilization of the Internet Payment Gateway or otherwise shall be returned by you to PayU upon termination.

(25.4) You agree and confirm that you shall remain solely liable after the termination of this Agreement for all Chargebacks, refunds, penalties, loss, damages orcost incurred by PayU, Acquiring Banks, Card Associations and/or Customers and for all claims and proceedings arising against PayU and/or Acquiring Banks with respect to this Agreement.

(25.5) At the time of termination, PayU may retain such amount from the Reserve (if any) and Settlement Amount payable to you (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 Banks, Card Associations and/or Customers for a period of 210 Business Days. Subject to this Clause and any other Clause of this Agreement, all settlement to you after notice of termination shall be done post termination. In the event that such retained amount is not sufficient to cover all Outstanding Amounts owed by you post termination, you shall ensure that you pay to 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 Agreement.

26. LICENSE

(26.1) We grant you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense or assign, to electronically access and use PayUnow Services including PayU Products solely to; (a) receive and accept or make Payments, and (b) manage the funds you so receive or paid.

(26.2) You will be entitled to download updates to PayUnow Services, subject to any additional terms made known to you at the time, when we makes these updates available. We will use reasonable endeavours to give you prior notice of any down-time in relation to PayU Services as a result of updates or preventative or reactive maintenance of the PayUnow Services. You also acknowledge that the arrangement between one or more Acquiring Banks and us may terminate at any time and services by such Acquiring Banks may be withdrawn.

(26.3) You shall not permit any third party to do any of the following:
(a) access or monitor any material or information on any PayU system using any manual process or robot, spider, scraper, or other automated means unless you have separately executed a written agreement with us referencing this Clause that expressly grants you an exception to this prohibition;
(b) copy, reproduce, alter, modify, dismantle, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material or information from PayU;
(c) permit any third party to use and benefit from PayUnow Services via a rental, lease, timesharing, service bureau or other arrangement;
(d) transfer any rights granted to you under this Agreement;
(e) perform or attempt to perform any actions that would interfere with the proper working of the PayUnow Services, prevent access to or use of the Services by our other users, or impose an unreasonable or disproportionately large load on our infrastructure;
(f) or otherwise use PayUnow Services except as expressly allowed under this Agreement.

27. USE OF INTELLECTUAL PROPERTY RIGHTS

(27.1) You hereby grant to PayU to use, display and reproduce your 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 Services provided to you to the public. You hereby release PayU from all liability relating to the publication or use of the Marks for such purpose. You hereby confirms that you have the requisite right to use the said Marks and to grant permission to use as stated herein. You shall retain all intellectual property rights in such Marks.

(27.2) You shall prominently display on your website and/or in other online marketing materials, a statement/logo/marks/image provided by PayU relating to PayUnow Services and that of the respective Acquiring Banks providing the Payment Mechanism. You must only use the logos/marks/images provided by PayU and no other.

(27.3) 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 Party without prior written consent of the other Party, and the usage shall be in compliance with this 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.

(27.4) You undertake not to infringe the intellectual property rights of PayU, whether directly or indirectly,or through any third party. You warrant that you shall only use the PayUnow Services including PayU Products for the purposes of this Agreement only.

(27.5) You fully understand that upon Customer making a payment through PayUnow Services, PayU may create or generate database in respect of such Customers and such Customer data may eitherbe collected directly from the Customers or may be provided by the Merchant or any third party involved in processing the Transaction. All rights and ownership with respect to such database shall vest with PayUand PayU may use this data forvarious purposes including internal purposes, credit evaluation of the Customers and can even share the data with its affiliates and other third parties.

28. CONFIDENTIALITY

(28.1) 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 either Party shall be limited to those employees with the need to such access for the advancement of the goals anticipated under this Agreement.

(28.2) 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.

(28.3) 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;
(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.

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

29. INDEMNITY

(29.1) You undertake and agree to indemnify, defend and hold harmless PayU and/or the Acquiring Banks 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 you of any of your undertakings, warranties, covenants, declarations or obligations under this Agreement
(b) breach of confidentiality and intellectual property rights obligations by you;
(c) any claim or proceeding brought by the Customer or any third party against PayU and/or the Acquiring Banks in respect of any Products or services offered by you;
(d) any act, deed, negligence, omission, misrepresentation, default, misconduct, non-performance or fraud by you, your employees, contractors, agents, Customers or any third party;
(e) any hacking or lapse in security or the Customer data;
(f) Chargebacks or refunds relating to the Transactions contemplated under this Agreement;
(g) breach of law, rules regulations, legal requirements (including RBI regulations, Card Association Rules, Acquiring Bank rules) in force in India and/or in any place from where the Customers is making the Transaction and/or where the Product is or to be Delivered and/or where the respective Issuing Institution is incorporated/registered/established; or
(h) any fines, penalties or interest imposed directly or indirectly on PayU on account of your default or Transactions conducted under this Agreement.

(29.2) The indemnities under this Clause are in addition to and without prejudice to the indemnities given elsewhere in this Agreement. The indemnities provided herein shall survive the termination of this Agreement.

30. LIMITATION OF LIABILITY

(30.1) Notwithstanding anything stated under this Agreement, the aggregate liability of PayU to you from any cause whatsoever shall not in any event exceed the sum equivalent to the preceding one month’s aggregate Service Fees earned by PayU under this Agreement from the date of occurrence of such liability. Provided that PayU shall not be liable to you for any special, incidental, indirect or consequential damages, damages from loss of profits or business opportunities even if you 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 Nodal Bank or the Acquiring Bank be liable to you in any way under this Agreement.

31. DISCLAIMER

(31.1) PayU will make all reasonable efforts to provide uninterrupted service subject to down time and regular maintenance. However, notwithstanding anything in this Agreement, the PayU Site, PayUnow Services and the Acquiring Bank’s Services may not be uninterrupted or error free or free from any virus or other malicious, destructive or corrupting code, program or macro and PayU and the Acquiring Banks 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. Although PayU adopts security measures it considers appropriate for the offer of the PayUnow Service, it does not assure or guarantee that no person will overcome or subvert the security measures and gain unauthorized access to the PayUnow Service or your/Customer data. PayU shall not be responsible or liable if any unauthorized person hacks into or gains access to the PayUnow Service or to your 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, you 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 Agreement, in the event that the Settlement Amounts to be transferred to you have not been transferred, PayU shall endeavour to settle the relevant Settlement Amount to the Merchant’s account within 7 (seven) days of notification from you. In addition PayU shall not be liable to you 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 to the Customer’s access to and/or use of the merchant’s website, PayUnow Services and/or the Payment Mechanism, interruption or stoppage of PayU Site, hacking or unauthorized access to the PayUnow Services and Internet Payment Gateway etc. Any material/information downloaded or otherwise obtained through the use of the PayUnow Services is done at your own discretion and risk and you will be solely responsible for any damage to its computer systemor loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by you from PayU or through or from the use of PayUnow Services shall create any warranty. PayU shall have no liability in this respect.

(31.2) PayU's sole obligation and your sole and exclusive remedy in the event of interruption in PayU Site, or loss of use and/or access to PayU Site, the Acquiring banks Services and the Payment Mechanism and services, shall be to use all reasonable endeavours to restore the PayUnow Services and/or access to the Payment Mechanism as soon as reasonably possible.

(31.3) PayU’s obligations under this Agreement are subject to following limitations:
(a) messages that originate from the server of your or the server of a third party designated by you (e.g., a host) shall be deemed to be authorized by you, and PayU shall not be liable for processing such messages;
(b) 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;
(c) PayU or the Acquiring Bank are not responsible for the security of data residing on the your server or a third party designated by you (e.g., a host) or on the server of a cardholder or a third party designated by you/cardholder (e.g., a host); and
(d) PayU and/or the Acquiring Banks 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 your acts or omissions; (ii) results from actions taken by PayU or the Acquiring Banks 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

32. ASSIGNMENTS

(32.1) PayU may assign, in whole or in part, the benefits or obligations of this Agreement to its associates or affiliates of other group company, pursuant to a restructuring or re-organization or demerger of its organization or operations. PayU shall provide an thirty (30) days prior intimation of such assignment to you, which shall be binding on the Parties to this Agreement.

33. FORCE MAJEURE

(33.1) PayU shall not be liable for its failure to perform under this Agreement as a result of any event of force majeure events like acts of god, fire, wars, 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 Banks.

34. GOVERNING LAW, SETTLEMENT OF DISPUTES AND JURISDICTION

(34.1) This 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 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 Agreement.

35. WAIVER

(35.1) Unless otherwise expressly stated in this Agreement, the failure to exercise or delay in exercising a right or remedy under this 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 Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.

36. SURVIVAL OF PROVISIONS

(36.1) The terms and provisions of this 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 Agreement.

37. SEVERABILITY

(37.1) If any provision of this 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 Agreement unlawful or otherwise ineffective, the remainder of this 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.

38. NON-EXCLUSIVITY

(38.1) It is agreed and clarified that this Agreement is on a non-exclusive basis and the Parties are at liberty to enter into similar Agreements with others.

39. ENTIRE AGREEMENT

(39.1) This Agreement constitutes the entire 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 Agreement. All Schedules, Recitals and Annexure to this Agreement shall be an integral part of this Agreement and will be in full force and effect as though they were expressly set out in the body of this Agreement.

40. NOTICES

(40.1) All notices, requests, demands, waivers and other communications required or permitted to be given under the 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
9th Floor, Bestech Business Tower,
Sector 48, Sohna Road,
Gurgaon - 122003

For Merchant: To the name and address provided by you,at the time of registration or anytime thereafter. 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 the 10th (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.

41. AMENDMENT

(41.1) This Agreement canbe varied, amended or modified by PayU anytime. Any rate specific or anyother merchant specific amendment can be made by PayU by sending a dashboard notification or an email to the registered email ID.

SCHEDULE A

Banned list of Products referred to in this Agreement is as mentioned herein below:-
(1) Securities including shares, bonds, debentures, share tips etc. and/or any other financial instruments/assets of any description.
(2) Living, dead creatures and/or the whole or any part of any animal which has been kept or preserved by any means Endangered species, which includes plants, animals or other organisms (including product derivatives) in danger of extinction. E.g Elephant Tusks, Rhino Horns, etc.
(3) Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments.
(4) Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products.
(5) Alcohol which includes alcohol or alcoholic beverages such as beer, liquor, wine, or champagne.
(6) Drugs and drug paraphernalia which include illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms. Psychotropic (mood altering) substances, narcotics, intoxicants of any description, medicines, palliative/curative substances. Prescription drugs or herbal drugs or any kind of online pharmacies which includes drugs or other products requiring a prescription by a licensed medical Practitioner. Herbal and Ayurvedic products.
(7) Religious items, including books, artifacts, etc. of any description or any other such item which is likely to affect the religious sentiments of any person.
(8) "Antiquities" and "Art Treasures".
(9) Adult goods and services and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services; Website access and/or Website memberships of pornography or illegal sites.
(10) Body parts which includes organs or other body parts.
( 11) Child pornography which includes pornographic materials involving minors.
(12) Copyrighted media which includes unauthorized copies of books, music, movies, and other licensed or protected materials. Digital download/PDF (eBook, software) e.g.: Music/Movies: content downloaded from the internet and burned on CDs and sold as genuine.
(13) Copyrighted software which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled Software. E.g.: Downloaded software copied/ burned on a marketable CD and sold as authentic/ trial versions of software downloaded and sold as genuine. Bundled software is software distributed with another product such as a piece of computer hardwareor other electronic devices or a group of software packages which are sold together and are released/ authorized by Manufacturers Only.
(14) 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.
(15) Endangered species which includes plants, animals or other organisms (including derivatives) in danger of extinction.
(16) Gaming/gambling which includes lottery tickets, contests, sports bets, memberships/ enrollment in online gambling sites, and related content.
(17) Hacking and cracking materials which includes manuals, how-to-do guides, information, or equipment enabling illegal access to software, servers, websites, or other protected property.
(18) Illegal goods which includes materials, products, or information promoting illegal goods or enabling illegal acts.
(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.
(d) Offensive goods, crime which includes crime scene photos or items, such as personal belongings, associated with criminals.
(20) Pyrotechnic devices, combustibles, corrosives and hazardous materials which includes explosives, fireworks and related goods; toxic, flammable, and radioactive materials and substances.
(21) Regulated goods which includes air bags; batteries containing mercury; Freon or similar substances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license plates; police badges and law enforcement equipment; lock-picking devices; pesticides;postage meters; recalled items; slot machines; surveillance equipment; goods regulated by government or other agency specifications.
(22) Wholesale currency which includes discounted currencies or currency exchanges.
(23) Any product or service which is not in compliance with all applicable laws and regulations of India or international, whether federal, state, local.
(24) Businesses or websites that operate within the scope of laws which are not absolutely clear or are ambiguous in nature (e.g. Web-based telephony, Websites supplying medicines or controlled substances, websites that promise online match-making).
(25) Businesses banned/kept strict vigil on, by law (e.g. Betting & Gambling/lotteries/sweepstakes & games of chance).
(26) SIM cards.
(27) Selling of medical packages.
(28) Unauthorized Wallet services.
(29) Sites booking online appointments, websites selling VIA Call Centers.
(30) Technical Support Eg: Web Hosting, SEO, Web designing, and allied services.
(31) Pyramid/Referral Schemes Eg: Apyramid scheme/ referral scheme is an unsustainable business model that involves promising participants payment or services, primarily for enrolling other people into the scheme, rather than supplying any real investment or sale of products or services to the public.
(32) Marketing –Bulk Emails, BulkSMS’s. Eg: mails/messages sent via mail servers and/or Bulk SMS service providers.
(33) Spy Camera’s and Likewise.
(34) Protein Supplements, Height increaser, Weight Loss/Gain, Impotency, Hair Loss/Hair Fall , Memory Enhancement, etc.
(35) Counselling and consulting services/market research -Online Consulting –Of any Kind.
(36) Recruitment classifieds/job portals. work-at-home jobs/information.
(37) Rental services for goods.
(38) Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles.
(39) Drop-shipped merchandise. Eg: Drop shippingis asupply chain management technique in which the retailer does not keep goods in stock, but instead transfers customer orders and shipment details to either the manufacturer or awholesaler, who then ships the goods directly to the customer.
(40) Portfolio design. Eg: Financial services like Mutual Funds, Stocks, IPOs, etc.
(41) In addition, the following activities are restricted and not permitted under this Agreement:
(a) Using PayU Services while impersonating any person orentity or falsely claiming an affiliation with any person or entity;
(b) Using PayU Services to make unsolicited offers, advertisements, proposals, or to send junk mail or spam to others. This includes, but is not limited to, unsolicited advertising, promotional materials, or other solicitation materials, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signature;
(c) Using PayU Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property, taxation and other proprietary rights and data collection and privacy;
(d) Using PayU Services to defame, harass, abuse, threaten or defraud others, or collect, or attempt to collect, personal information about Customers, registered recipients, or third parties without their consent;
(e) Using PayU Services to collect legal fees;
(f) Using PayU Services in order to act as a private banking institution;
(g) Any activity which is in violation of the Competition Act 2002 and the rules and regulations framed thereunder;
(h) Using PayU Services in any manner that could damage, disable, overburden, or impair PayU and/or Acquiring Bank, including without limitation, using the Services in an automated manner;
(i) Using PayU Services, in any manner or for whatsoever purpose, to host, display, upload, modify, publish, transmit, update or share any Information that:
i. belongs to another person and to which the User does not have any right to,
ii. is grossly harmful, harassing, blasphemous defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever,
iii. harm minors in any way,
iv. infringes any patent, trademark, copyright or other proprietary rights of any third party,
v. violates any law for the time being in force,
vi. deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature,
vii. impersonate another person,
viii. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource, and

(42) Threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting any other nation.